Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2016 vs FY2015

In connection with the forward-looking statements that appear in this annual report, you should also carefully review the cautionary statement referred to under “Cautionary Statement Concerning [removed: Forward Looking] [added: Forward–Looking] Statements.”_

_Our [removed: efforts to expand our business] [added: expansion] into [added: and investments in] new markets may not be successful._

We believe there remains significant opportunity to expand our passenger sourcing into major markets, such as Europe and Australia, as well as into emerging markets in the Asia Pacific region and [added: to expand our itineraries into new markets, such as Cuba, and] we are in the process of such expansion efforts.

Expansion into new markets requires significant levels of [removed: investment.][added: investment and attention from management.]

There can be no assurance that these markets will develop as anticipated or that we will have success in these markets, and if we do not, we may be unable to recover our investment spent to expand our business into these [added: markets and may forgo opportunities in more lucrative] markets, which could adversely impact our business, financial condition and results of operations.

_Terrorist acts, [removed: acts of piracy,] armed conflict and threats [removed: thereof] [added: thereof, acts of piracy,] and other international events impacting the security of travel could adversely affect the demand for cruises._

[removed: The threat or possibility of future terrorist acts,] an [removed: outbreak of hostilities or armed conflict abroad or the possibility thereof, an] increase in the activity of [removed: pirates operating off the western coast of Africa or elsewhere, political unrest and instability, the issuance of travel advisories by national governments,] [added: pirates,] and other geo-political uncertainties have had in the past and may again in the future have an adverse impact on the demand for cruises, and consequently, the pricing for cruises.

While we have and continue to invest in business continuity, disaster [removed: recovery and] [added: recovery,] data restoration [removed: plans,] [added: plans and data and information technology security,] we cannot completely insulate ourselves from disruptions that could result in adverse effects on our operations and financial results.

Future increases in the cost of fuel globally [added: or regulatory requirements which require us to use more expensive types of fuel] would increase the cost of our cruise ship operations.

| | [removed: •] [added: ·] | limit our ability to borrow money for our working capital, capital expenditures, development projects, debt service requirements, strategic initiatives or other purposes; |

| | [removed: •] [added: ·] | make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness; |

| | [removed: •] [added: ·] | require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing funds available to us for other purposes; |

| | [removed: •] [added: ·] | limit our flexibility in planning for, or reacting to, changes in our operations or business; |

| | [removed: •] [added: ·] | make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage; |

| | [removed: •] [added: ·] | make us more vulnerable to downturns in our business, the economy or the industry in which we operate; |

| | [removed: •] [added: ·] | restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities; |

| | [removed: •] [added: ·] | restrict us from taking certain actions by means of restrictive covenants in the agreements governing our indebtedness; |

| | [removed: •] [added: ·] | make our credit card processors seek more restrictive terms in respect of our credit card arrangements; and |

| | [removed: •] [added: ·] | expose us to the risk of increased interest rates as certain borrowings are (and may be in the future) at a variable rate of interest. |

| | [removed: •] [added: ·] | incur or guarantee additional debt or issue certain preference shares; |

| | [removed: •] [added: ·] | pay dividends on or make distributions in respect of our share capital or make other restricted payments, including the ability of NCLH’s subsidiaries, including NCLC, to pay dividends or make distributions to NCLH; |

| | [removed: •] [added: ·] | repurchase or redeem capital stock or subordinated indebtedness; |

| | [removed: •] [added: ·] | make certain investments or acquisitions; |

| | [removed: •] [added: ·] | transfer or sell certain assets; |

| | [removed: •] [added: ·] | create liens on certain assets; |

| | [removed: •] [added: ·] | consolidate or merge with, or sell or otherwise dispose of all or substantially all of our assets to, other companies; |

| | [removed: •] [added: ·] | enter into certain transactions with our affiliates; |

| | [removed: •] [added: ·] | pledge the capital stock of any guarantors of our indebtedness; and |

| | [removed: •] [added: ·] | designate our subsidiaries as unrestricted subsidiaries. |

| | [removed: •] [added: ·] | will not be required to lend any additional amounts to us, if applicable; |

| | [removed: •] [added: ·] | could elect to declare all indebtedness outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend further credit, if applicable; and/or |

| | [removed: •] [added: ·] | could require us to apply all of our available cash to repay such indebtedness. |

We [added: also] may be able to incur substantial additional indebtedness at any time in the future.

We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our [removed: indebtedness] [added: indebtedness, including refinancing our indebtedness,] that may not be successful.

[removed: Our ships are subject to] the risk of mechanical failure or accident, which we have occasionally experienced and have had to repair.

[removed: Two] [added: Three] of these agreements are in effect through [removed: 2016] [added: 2017] and [removed: three] [added: four] through [removed: 2017.][added: 2018.]

For example, legislation has been proposed in the past that would eliminate the benefits of the exemption from U.S. federal income tax under Section 883 and subject all or a portion of our [added: shipping income to taxation in the U.S. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law including exemption of branch profits and dividend withholding taxes under the U.S. – U.K. Income Tax Treaty on income derived in respect of our U.S.–flagged operation.]

_We are subject to complex laws and regulations, including environmental laws and regulations, which could adversely affect our operations and any changes in the current laws and regulations could lead to increased costs or decreased [removed: revenue._][added: revenue_]

The U.S. Environmental Protection Agency, the IMO (a United Nations agency with responsibility for the safety and security of shipping and the prevention of marine pollution by ships), the Council of the European Union and individual countries and U.S. states are considering, as well as implementing, new laws [removed: and rules to manage cruise ship operations and waste.]

[removed: Additionally, the] [added: The] U.S. and various state and foreign government and regulatory agencies have enacted or are considering new environmental regulations and policies, [removed: such as] [added: including those aimed at reducing the threat of invasive species in ballast water,] requiring the use of low-sulfur fuels, increasing fuel efficiency requirements and further restricting emissions, including those of green-house [removed: gases.][added: gases, and improving sewage and greywater-handling capabilities.]

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and results of operations.

The threat or possibility of future terrorist acts, an outbreak of hostilities or armed conflict abroad or the possibility or fear of such events, political unrest and instability, the issuance of travel advisories or elevated national threat warnings by national governments,

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We have operations in and source passengers from the United Kingdom and other member countries of the European Union.

On June 23, 2016, voters in the United Kingdom approved an advisory referendum to withdraw from the European Union.

The proposed withdrawal has resulted in increased volatility in the global financial markets and caused severe volatility in global currency exchange rate fluctuations that resulted in the strengthening of the U.S. dollar against foreign currencies, such as the euro, in which we do business.

The proposed withdrawal could potentially adversely affect tax, legal and regulatory regimes to which our business in the region is subject.

The withdrawal could also, among other potential outcomes, disrupt the free movement of goods, services and people between the United Kingdom and the European Union.

Further, uncertainty around these issues could lead to adverse effects on the economy of the United Kingdom and the other economies in which we operate making it more difficult to source passengers from these regions.

These events could have a material adverse effect on our business, financial condition and results of operations.

For example, in the processing of our guest transactions and as part of our ordinary business operations, we and certain of our third-party service providers collect, process, transmit and store a large volume of

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personally identifiable information, including email addresses and home addresses and financial data such as credit card information.

The security of the systems and network where we and our service providers store this data is a critical element of our business, and these systems and our network may be vulnerable to computer viruses, hackers and other security issues.

We cannot assure you that the precautions we have taken to avoid an unauthorized incursion of our information systems are either adequate or implemented properly to prevent a data breach and its adverse financial and reputational consequences to our business.

We are also subject to laws relating to privacy of personal data.

The compromise of our information systems resulting in the loss, disclosure, misappropriation of or access to the personally identifiable information of our guests, prospective guests or employees could result in governmental investigation, civil liability or regulatory penalties under laws protecting the privacy of personal information, any or all of which could disrupt our operations and materially adversely affect our business.

Additionally, any material failure by us or our service providers to maintain compliance with the Payment Card Industry security requirements or to rectify a data security issue may result in fines and restrictions on our ability to accept credit cards as a form of payment.

Fuel expense is a significant cost for our Company.

_An impairment of our tradenames or goodwill could adversely affect our financial condition and operating results._

We evaluate tradenames and goodwill for impairment on an annual basis, or more frequently when circumstances indicate that the carrying value of a reporting unit may not be recoverable.

Several factors, including a challenging operating environment, impacts affecting consumer demand or spending, the deterioration of general macroeconomic conditions, or other factors could result in a change to the future cash flows we expect to derive from our operations.

Reductions of the cash flows used in the impairment analyses

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may result in the recording of an impairment charge to a reporting unit’s tradename or goodwill, which could adversely impact our results of operations.

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While we have and continue to invest in data and information technology security initiatives, we cannot completely insulate ourselves from the risks of data security breaches and denial of service attacks that could result in adverse effects on our operations and financial results.

Fuel expense accounted for 13.5% of our total cruise operating expense for the year ended December 31, 2015, compared to 16.8% and 18.3% for the same periods in 2014 and 2013, respectively.

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_Despite our substantial indebtedness, we may still be able to incur significantly more debt.

This could intensify certain of the risks described above._

Our ability to satisfy our debt obligations will depend upon, among other things:

| | • | our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and |

| | • | our future ability to borrow under certain agreements governing our indebtedness, the availability of which depends on, among other things, our complying with the covenants in such agreements. |

There can be no assurance that our business will generate sufficient cash flows from operations, or that we will be able to borrow additional amounts under our existing debt agreements or otherwise, in an amount sufficient to fund our liquidity needs.

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness.

These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Our ability to restructure or refinance our indebtedness will depend on numerous factors, including but not limited to the condition of the capital markets, our financial condition at such time, credit ratings and the performance of our industry in general.

In addition, the terms of existing or future debt agreements may restrict us from adopting some of these alternatives.

In the absence of such operating results and resources sufficient to service our debt, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

Some or all of our assets may be illiquid and may have no readily ascertainable market value, however, and we may not be able to consummate such dispositions for fair market value or at all.

Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due.

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Additionally, the agreements governing our indebtedness include, and any instruments governing future indebtedness of ours may include, exceptions to certain covenants that permit us to incur additional indebtedness, make restricted payments and take other actions.

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The remaining three are set to expire in March and June of 2018.

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shipping income to taxation in the U.S. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law including exemption of branch profits and dividend withholding taxes under the U.S. – U.K. Income Tax Treaty on income derived in respect of our U.S.–flagged operation.

International regulations regarding ballast water and security levels are currently pending.

Pursuant to the ballot measure, Alaska approved stringent regulations and required a waste water discharge permit for cruise ships beginning in 2008.

Legislation approved in 2009 allowed the state to issue general permits that contain effluent limits or standards that are less stringent than the WQS where the ship is using economically feasible methods of pollution prevention.

_Although NCLH is no longer a “controlled company” within the meaning of the rules of Nasdaq since the completion of the Secondary Equity Offering in May 2015, during a one-year transition period, NCLH may continue to rely on exemptions from certain corporate governance requirements that provide protection to shareholders of companies that are subject to those corporate governance requirements._

Prior to the Secondary Equity Offering in May 2015, the Sponsors controlled a majority of NCLH’s voting ordinary shares and, as a result, NCLH was a “controlled company” under Nasdaq rules and elected not to comply with certain Nasdaq corporate governance requirements.

Following the Secondary Equity Offering in May 2015, the Sponsors no longer control more than 50% of NCLH’s voting ordinary shares and, consequently, NCLH is no longer considered a “controlled company.” As a result, NCLH is subject to additional governance requirements under Nasdaq rules, including the requirements to have:

| | • | a nominating and governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |

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| | • | a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |

The Nasdaq rules provide for phase-in periods for these requirements, but we must be fully compliant with the requirements within one year of the date on which we ceased to be a “controlled company.” Currently, NCLH does not have a majority of independent directors on its Board of Directors and only two of the three members of its nominating and governance committee and its compensation committee are independent.

During this transition period, NCLH’s shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

In addition, NCLH may not be able to attract and retain the number of independent directors needed to comply with Nasdaq rules during the transition period.

| | • | the sole power of a majority of NCLH’s Board of Directors to fix the number of directors; |

| | [removed: •] [added: ·] | Commissions, transportation and other primarily consists of direct costs associated with passenger ticket revenue. These costs include travel agent commissions, air and land transportation expenses, related credit card fees, costs associated with service charges, certain port expenses and the costs associated with shore excursions and hotel accommodations included as part of the overall cruise purchase price. |

| | [removed: •] [added: ·] | Onboard and other primarily consists of direct costs that are incurred in connection with onboard and other revenue. These include costs incurred in connection with gaming, beverage sales and shore excursions. |

| | [removed: •] [added: ·] | Payroll and related consists of the cost of wages and benefits for shipboard employees and costs of certain inventory items, including food, for a third party that provides crew and other hotel services for certain ships. |

| | [removed: •] [added: ·] | Fuel includes fuel costs, the impact of certain fuel hedges and fuel delivery costs. |

| | [removed: •] [added: ·] | Food consists of food costs for passengers and crew on certain ships. |

| | [removed: •] [added: ·] | Other consists of repairs and maintenance (including Dry-dock costs), ship insurance and other ship expenses. |

If we reduced our estimated average 30-year ship service life by one year, depreciation expense for the year ended December 31, [removed: 2015] [added: 2016] would have increased by [removed: $10.0] [added: $11.2] million.

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $49.2] [added: $62.2] million.

[removed: We] [added: For our evaluation of goodwill and tradenames we] use the Step 0 Test which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the fair value of a reporting unit is less than its carrying value.

As of December 31, [removed: 2015,] [added: 2016,] our annual review consisting of the Step 0 and Step I [removed: Test] [added: Tests] supports the carrying value of these assets.

In addition, Adjusted Net Revenue and Adjusted Net Yield, which [removed: excludes] [added: exclude] certain business combination accounting entries, are non-GAAP financial measures that we believe are useful as supplemental measures in evaluating the performance of our operating business and provide greater transparency into our results of operations.

Summary of Significant [removed: 2015] [added: 2016] Events

Total revenue increased [removed: 39.0%] [added: 12.2%] to [removed: $4.3] [added: $4.9] billion for the year ended December 31, [removed: 2015] [added: 2016] compared to [removed: $3.1] [added: $4.3] billion for the year ended December 31, [removed: 2014.][added: 2015.]

Net Revenue for the year ended December 31, [removed: 2015] [added: 2016] increased [removed: 37.9%] [added: 13.8%] to [removed: $3.3] [added: $3.8] billion from [removed: $2.4] [added: $3.3] billion in the same period in [removed: 2014] [added: 2015] with an improvement in [removed: both] Net Yield of [removed: 17.4%] [added: 2.1%] and [added: an increase in] Capacity Days of [removed: 17.5%.][added: 11.4%.]

For the year ended December 31, 2015, we had net income [removed: attributable to NCLH] and diluted EPS of $427.1 million and $1.86, respectively.

Operating income increased [removed: 39.7%] [added: 31.7%] to [removed: $702.5] [added: $925.5] million for the year ended December 31, [removed: 2015] [added: 2016] from [removed: $502.9] [added: $702.5] million for the year ended December 31, [removed: 2014.][added: 2015.]

We had Adjusted Net Income and Adjusted EPS of [removed: $662.7] [added: $776.3] million and [removed: $2.88,] [added: $3.41,] respectively, for the year ended December 31, [removed: 2015,] [added: 2016,] which includes [removed: $235.5] [added: $143.2] million of adjustments primarily consisting of expenses related to [removed: the Acquisition of Prestige,] non-cash [removed: compensation] [added: compensation, write-offs of fees related to extinguishment of debt] and [added: refinancing of] certain [added: credit facilities and certain] other adjustments.

A [removed: 39.8%] [added: 17.7%] improvement in Adjusted EBITDA was achieved for the same period primarily due to the increase in net income and EBITDA.

| | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Total revenue | | $ | [removed: 4,345,048] [added: 4,874,340] | | | $ | [removed: 3,125,881] [added: 4,345,048] | | | $ | [removed: 2,570,294] [added: 3,125,881] | |

| Total cruise operating expense | | $ | [removed: 2,655,449] [added: 2,850,225] | | | $ | [removed: 1,946,624] [added: 2,655,449] | | | $ | [removed: 1,657,659] [added: 1,946,624] | |

| Operating income | | $ | [removed: 702,486] [added: 925,464] | | | $ | [removed: 502,941] [added: 702,486] | | | $ | [removed: 395,887] [added: 502,941] | |

| Net income attributable to Norwegian Cruise Line Holdings Ltd. | | $ | [removed: 427,137] [added: 633,085] | | | $ | [removed: 338,352] [added: 427,137] | | | $ | [removed: 101,714] [added: 338,352] | |

| Basic | | $ | [removed: 1.89] [added: 2.79] | | | $ | [removed: 1.64] [added: 1.89] | | | $ | [removed: 0.50] [added: 1.64] | |

| Diluted | | $ | [removed: 1.86] [added: 2.78] | | | $ | [removed: 1.62] [added: 1.86] | | | $ | [removed: 0.49] [added: 1.62] | |

| Passenger ticket | | | [removed: 72.0] [added: 69.5] | % | | | [removed: 69.6] [added: 72.0] | % | | | [removed: 69.4] [added: 69.6] | % |

| Onboard and other | | | [removed: 28.0] [added: 30.5] | % | | | [removed: 30.4] [added: 28.0] | % | | | [removed: 30.6] [added: 30.4] | % |

| Commissions, transportation and other | | | [removed: 17.6] [added: 16.7] | % | | | [removed: 16.1] [added: 17.6] | % | | | [removed: 17.7] [added: 16.1] | % |

| Onboard and other | | | [removed: 6.3] [added: 6.1] | % | | | [removed: 7.2] [added: 6.3] | % | | | [removed: 7.6] [added: 7.2] | % |

| Payroll and related | | | 15.3 | % | | | [removed: 14.5] [added: 15.3] | % | | | [removed: 13.3] [added: 14.5] | % |

| Fuel | | | [removed: 8.3] [added: 6.9] | % | | | [removed: 10.4] [added: 8.3] | % | | | [removed: 11.8] [added: 10.4] | % |

| Food | | | 4.1 | % | | | [removed: 5.4] [added: 4.1] | % | | | [removed: 5.3] [added: 5.4] | % |

| Other | | | [removed: 9.5] [added: 9.4] | % | | | [removed: 8.7] [added: 9.5] | % | | | [removed: 8.8] [added: 8.7] | % |

| Total cruise operating expense | | | [removed: 61.1] [added: 58.5] | % | | | [removed: 62.3] [added: 61.1] | % | | | [removed: 64.5] [added: 62.3] | % |

| Marketing, general and administrative | | | [removed: 12.8] [added: 13.7] | % | | | [removed: 12.9] [added: 12.8] | % | | | [removed: 11.7] [added: 12.9] | % |

| Depreciation and amortization | | | [removed: 9.9] [added: 8.9] | % | | | [removed: 8.7] [added: 9.9] | % | | | [removed: 8.4] [added: 8.7] | % |

| Total other operating expense | | | [removed: 22.7] [added: 22.6] | % | | | [removed: 21.6] [added: 22.7] | % | | | [removed: 20.1] [added: 21.6] | % |

| Operating income | | | [removed: 16.2] [added: 18.9] | % | | | [removed: 16.1] [added: 16.2] | % | | | [removed: 15.4] [added: 16.1] | % |

| Interest expense, net | | | [removed: (5.1] [added: (5.7] | )% | | | [removed: (4.9] [added: (5.1] | )% | | | [removed: (11.0] [added: (4.9] | )% |

| Other income [removed: (expense)] [added: (expense), net] | | | [removed: (1.1] [added: (0.1] | )% | | | [removed: (0.3] [added: (1.1] | )% | | | [removed: 0.1] [added: (0.3] | [removed: %] [added: )%] |

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We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may not be recoverable.

In the third quarter of 2016, based on the performance of the Oceania Cruises reporting unit, we performed an interim goodwill impairment evaluation consisting of a Step I Test.

Based on that evaluation, we determined that there was no impairment of goodwill because its fair value exceeded its carrying value.

For our annual impairment evaluation, we performed a Step 0 Test for the Norwegian reporting unit and Step I Tests for the Regent Seven Seas and the Oceania Cruises reporting units.

Based on those evaluations, we determined that there was no impairment of goodwill because the fair value of each reporting unit exceeded its carrying value.

However, if the fair value of any reporting unit declines in future periods, its goodwill may become impaired at that time.

As of December 31, 2016, there was $523.0 million, $462.1 million and $403.8 million of goodwill for the Oceania Cruises, Regent Seven Seas and Norwegian reporting units, respectively.

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In addition, management uses Adjusted EPS as a performance measure for our incentive compensation.

For example, for the year ended December 31, 2016, we incurred $28.0 million of amounts related to the extinguishment of debt and $11.2 million of deferred financing fees due to the refinancing of certain credit facilities.

We included these as adjustments in the reconciliation of Adjusted Net Income since these amounts are not representative of our day-to-day operations and we have included similar adjustments in prior periods.

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Sirena, previously under a Bareboat Charter, joined our Oceania Cruises fleet in April 2016.

This ship is approximately 30,000 Gross Tons with approximately 684 Berths.

Seven Seas Explorer was delivered in June 2016 to our Regent fleet.

This ship is approximately 55,000 Gross Tons with 750 Berths.

We placed an order to build a second Explorer Class Ship for delivery in the winter of 2020.

We introduced a new destination, Harvest Caye, in November 2016.

This destination in Southern Belize features Belize’s only cruise ship pier, expansive seven acre white sand beach, 15,000 sq.

ft.

pool with swim up bar, multiple dining options and a nature center with wildlife experiences plus adventure tours.

We repurchased approximately $50 million of NCLH’s outstanding ordinary shares under our previously authorized three-year, $500 million share repurchase program.

In February 2017, we announced that we plan to introduce an additional four ships with expected delivery dates through 2025 and we have an option to introduce two additional ships for delivery in 2026 and 2027, subject to certain conditions.

These four ships are each 140,000 gross tons with approximately 3,300 Berths.

The contract price for each of the four ships is approximately €800.0 million, subject to certain conditions, or $841.4 million based on the exchange rate as of December 31, 2016.

We have obtained export credit financing for the four ships to fund approximately 80% of the contract price of each ship expected to be delivered through 2025, subject to certain conditions.

For the year ended December 31, 2016, we had net income and diluted EPS of $633.1 million and $2.78, respectively.

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Goodwill and other indefinite-lived assets, principally tradenames, are reviewed for impairment on an annual basis or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets could not be fully recovered.

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| | · | In October, we took delivery of Norwegian Escape. |

| | · | In December, the Apollo Holders and Genting HK sold 10,342,055 ordinary shares of NCLH in a Secondary Equity Offering. In August and May, the Selling Shareholders sold an aggregate of 40,000,000 ordinary shares of NCLH in Secondary Equity Offerings. In March, Genting HK and the TPG Viking Funds sold 12,500,000 ordinary shares of NCLH in a Secondary Equity Offering. The Company did not receive any proceeds from these Secondary Equity Offerings. As of December 31, 2015, the approximate relative ownership percentages of NCLH’s ordinary shares were as follows: the Apollo Holders (15.8%), Genting HK (11.1%), the TPG Viking Funds (2.4%), and public shareholders (70.7%). |

| | · | In accordance with NCLH’s $500.0 million share repurchase program, NCLH may make repurchases in the open market, in privately negotiated transactions, or pursuant to accelerated share repurchase programs or structured share repurchase programs, and any repurchases may be made pursuant to Rule 10b5-1 plans. As of December 31, 2015, we have approximately $313.5 million of shares that may yet be repurchased under the program. |

| | · | We have expanded our international presence. We began with the announcement of our redeployment of Norwegian Star to the Australasia region which was followed by the opening of our sales office in Sydney, Australia that services our three brands. We also opened sales and marketing offices in Shanghai, Beijing, Hong Kong, China and Brazil. We announced our plans to introduce the first purpose-built ship customized for the China market in 2017. |

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Due to the abbreviated period of consolidation of Prestige’s results in 2014, certain metrics are presented both on an as reported basis and a Norwegian Stand-alone basis.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | As Reported | | | | As Reported | | | | Norwegian Stand-alone | | | | As Reported | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | As Reported | | | | Constant Currency | | | | As Reported | | | | Norwegian Stand-alone | | | | Norwegian Stand-alone Constant Currency | | | | As Reported | | |

| | 36 | |

| Crew expenses (2) | | | 10,154 | | | | 10,154 | | | | 7,693 | | | | 7,693 | | | | 7,693 | | | | — | |

| | 37 | |

| | | As Reported | | | | As Reported | | | | Norwegian Stand-alone | | | | As Reported | | |

| Crew expenses (2) | | | 10,154 | | | | 7,693 | | | | 7,693 | | | | — | |

| Non-cash share-based compensation (3) | | | 42,384 | | | | 20,627 | | | | 20,627 | | | | 9,408 | |

| Taxes related to changes in corporate structure (5) | | | — | | | | 5,247 | | | | 5,247 | | | | (5 | ) |

| Debt related expenses (7) | | | — | | | | 15,397 | | | | 23,762 | | | | 160,573 | |

| | (5) | Taxes related to the change in our corporate entity structure, which are included in income tax benefit (expense). |

| | (13) | Loss on extinguishment of debt, which is included in interest expense, net. |

| | (14) | Losses of $(26.2) million for a foreign exchange collar which does not receive hedge accounting treatment and losses of $(14.7) million related to certain fuel swap derivative hedge contracts for the year ended December 31, 2015. |

| | 38 | |

| Non-cash share-based compensation (3) | | | 42,211 | | | | 20,627 | | | | 20,627 | | | | 11,623 | |

| | 39 | |

Total revenue increased 21.6% to $3.1 billion in 2014 compared to $2.6 billion in 2013.

Net Revenue increased 25.0% in 2014, primarily due to an increase in Capacity Days of 19.8%.

The increase in Capacity Days was primarily due to the delivery of Norwegian Breakaway in April 2013 and Norwegian Getaway in January 2014.

The Net Yield improvement of 4.3% was due to higher net ticket and net onboard and other revenue.

The improvement in Adjusted Net Yield was primarily the result of a 3.3% increase in Norwegian Stand-alone Net Yield (3.2% on a Constant Currency basis) and partially due to the addition of Prestige’s brands to the fleet.

Total other operating expense increased 30.9% in 2014 compared to 2013 primarily due to transaction expenses related to the Acquisition of Prestige and certain inaugural and launch-related costs for Norwegian Getaway and an increase in depreciation and amortization expense related to the addition of Norwegian Breakaway and Norwegian Getaway.

The fuel price per metric ton, excluding the impact of hedges was $605 in 2014 compared to $686 in 2013.

We experienced a negative impact in 2014 of $10.3 million on our hedge portfolio due to recent reductions in fuel prices compared to a benefit of $4.7 million in 2013.

Net of hedges, fuel price per metric ton decreased to $625 in 2014 compared to $675 in 2013.

The Company’s fuel consumption per capacity day decreased 3.1%.

Adjusted Net Cruise Cost Excluding Fuel was relatively unchanged on a Norwegian Stand-alone Constant Currency basis.

We achieve this by closely matching the [removed: amount,] [added: notional,] term and conditions of the derivatives with the underlying risk being hedged.

As of December 31, [removed: 2015,] [added: 2016,] we had interest rate swap agreements to hedge our exposure to interest rate movements and to manage our interest expense.

As of December 31, [removed: 2015, 56%] [added: 2016, 55.0%] of our debt was fixed and [removed: 44%] [added: 45.0%] was variable, which includes the effects of the interest rate swaps.

The notional amount of outstanding debt associated with the interest rate swap agreements as of December 31, [removed: 2015] [added: 2016] was [removed: $715.9] [added: $308.5] million.

Based on our December 31, [removed: 2015] [added: 2016] outstanding variable rate debt balance, a one percentage point increase in annual LIBOR [removed: interest rates] would increase our annual interest expense by approximately [removed: $28.2] [added: $29.1] million excluding the effects of capitalization of interest.

As of December 31, [removed: 2015,] [added: 2016,] we had foreign currency derivatives to hedge the exposure to volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.

The payments not hedged aggregate [removed: €1.3 billion,] [added: €146.9 million,] or [removed: $1.4 billion] [added: $154.5 million] based on the euro/U.S. dollar exchange rate as of December 31, [removed: 2015.][added: 2016.]

We estimate that a 10% change in the euro as of December 31, [removed: 2015] [added: 2016] would result in a [removed: $146.1] [added: $15.5] million change in the U.S. dollar value of the foreign currency denominated remaining payments.

Fuel expense, as a percentage of our total cruise operating expense, was [removed: 13.5%, 16.8%] [added: 11.8%, 13.5%] and [removed: 18.3%] [added: 16.8%] for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, [removed: 2015,] [added: 2016,] we had hedged approximately [removed: 60%, 56%, 49%] [added: 78%, 66%, 48%] and [removed: 32%] [added: 18%] of our [removed: 2016,] 2017, [removed: 2018 and] [added: 2018,] 2019 [added: and 2020] projected metric tons of fuel purchases, respectively.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2016] [added: 2017] fuel expense by [removed: $21.9] [added: $28.5] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements of [removed: $7.0] [added: $17.8] million.

| 44 |

| --- |

| [Table of Contents](#toc) |

| --- |

The Sponsors have completed numerous Secondary Equity Offerings and as of December 31, [removed: 2015 owned 29.3%] [added: 2016 have reduced their ownership to 29.4%] of NCLH’s ordinary shares.

[removed: No new NCLC profits] interests or Management NCL Corporation Units will be issued; however, NCLH has granted, and expects to continue to grant, equity to its employees and members of its Board of Directors under its long-term incentive plan.

[removed: NCLH Business] [added: Business] Overview

[removed: NCLH is] [added: We are] a leading global cruise company which operates the [removed: Norwegian,] [added: Norwegian Cruise Line,] Oceania Cruises and Regent [added: Seven Seas Cruises] brands.

[removed: With a combined fleet of 22 ships with approximately 45,000 Berths, these] [added: Our] brands offer itineraries to [removed: more than 510 destinations] worldwide [added: destinations] including Europe, Asia, Australia, New Zealand, South America, Africa, Canada, Bermuda, Caribbean, Alaska and Hawaii.

[removed: Sirena is] [added: Oceania Cruises added] a [removed: sister] [added: fourth 684-Berth] ship [removed: to the R-Class ships currently in the Oceania Cruises’ fleet and will be] [added: with Sirena being] placed in service in the spring of 2016.

These additions to our fleet [added: (exclusive of the option for two additional ships)] will increase our total Berths to approximately [removed: 59,000.][added: 72,100.]

[removed: In 2015,] Norwegian [removed: was] [added: Cruise Line has been] named [removed: “Europe’s] [added: “North America’s] Leading Cruise Line” for the [removed: eighth consecutive year, as well] [added: first time, along with being honored] as [added: the] “Caribbean’s Leading Cruise Line” for the [removed: third time] [added: fourth consecutive year] and [removed: “World’s] [added: World’s] Leading Large Ship Cruise [removed: Line”] [added: Line] for the [removed: fourth] [added: fifth] straight year [removed: by] [added: at] the [added: 2016] World Travel Awards.

Oceania Cruises operates a fleet of [removed: five] [added: six] mid-size ships, including two 1,250-Berth O-Class ships, and [removed: three] [added: four] 684-Berth R-Class ships.

Oceania Cruises’ ships received “Best [removed: Dining,”] [added: in Cuisine,” from Cruise Critic Cruisers’ Choice Awards in 2016 and 2015,] “Best Public Rooms” and “Best Cabins” from Cruise Critic Cruisers’ Choice Awards in [removed: 2015.][added: 2015,“Best Food” from Travel Weekly - Readers’ Choice Awards and “Best Dining” from 2016 Town & Country Cruise Awards.]

The brand operates [removed: three] [added: four] award-winning ships, totaling [removed: 1,890] [added: 2,640] Berths.

[removed: Most recently, Regent] [added: In 2017, it received “Best Cruise Ship, Luxury” for] Seven Seas [removed: Cruises won the] [added: Explorer,] “Best Cruise Ship, [removed: Luxury” award,] [added: Mid-Size”] for Seven Seas [removed: Mariner,] [added: Navigator] and [removed: the] “Best Cruise Line, Luxury” [removed: award] from the TravAlliance Travvy Awards.

[removed: Regent Seven Seas Cruises] [added: It] also won the 2015 National Association of Career Travel Agents “Luxury Cruise Line Partner of the Year” award.

| Ship(1) | | Year [removed: Delivered] [added: Built] | | Primary Areas of Operation | |

| Norwegian Escape | | 2015 | | Caribbean, [removed: Bahamas] [added: Bahamas, Mexico] | |

| Norwegian Getaway | | 2014 | | Europe, Caribbean, [removed: Bahamas] [added: Bahamas, Mexico] | |

| Norwegian Epic | | 2010 | | [removed: Europe] [added: Europe, Caribbean, Bahamas. Mexico] | |

| Norwegian Gem | | 2007 | | Bahamas, [removed: Bermuda,] Caribbean, Canada, New England | |

| Norwegian Pearl | | 2006 | | Alaska, Bahamas, Caribbean, Pacific Coastal, Panama [removed: Canal] [added: Canal, Mexico] | |

| Norwegian Jewel | | 2005 | | Alaska, [removed: Bahamas,] Caribbean, Pacific Coastal, Panama Canal, [removed: Mexico] [added: Mexico, South Pacific, Australia and New Zealand] | |

| Norwegian Dawn | | 2002 | | Bermuda, Caribbean, Canada, New [removed: England] [added: England, Mexico] | |

| Norwegian Star | | 2001 | | [removed: Bermuda,] Caribbean, Europe, Asia, Australia, New [removed: Zealand] [added: Zealand, Mexico, Panama Canal] | |

| Norwegian Sun | | 2001 | | Caribbean, Alaska, [removed: Mexico,] South America, Pacific [removed: Coastal] [added: Coastal, Mexico] | |

| Norwegian Sky | | 1999 | | [removed: Bahamas] [added: Bahamas, Cuba] | |

| Norwegian Spirit | | 1998 | | [removed: Caribbean, Bahamas,] Europe | |

| Oceania Riviera | | 2012 | | Caribbean, [removed: Mediterranean, Black Sea] [added: Europe] | |

| Oceania Marina | | 2011 | | South America, [removed: Baltic, Mediterranean,] Panama Canal, [added: Mexico,] South [removed: Pacific] [added: Pacific, Europe, Cuba] | |

| Oceania Nautica | | 2000 | | Asia, Africa, [removed: Mediterranean, Baltic] [added: Europe] | |

| Oceania Regatta | | 1998 | | Caribbean, Panama Canal, [removed: New England,] South America, Alaska, Mexico, Bermuda, [removed: Canada] [added: Australia, New Zealand] | |

| Oceania Insignia | | 1998 | | [removed: Mediterranean, Black Sea, Baltic,] [added: Europe,] Caribbean, South America, [removed: Panama Canal,] [added: Asia,] South Pacific, [removed: Asia, Australia] [added: Australia, New Zealand, Canada, New England, Bermuda] | |

| Seven Seas Voyager | | 2003 | | Asia, Africa, [removed: Baltic, Mediterranean] [added: Europe, South Pacific, Australia, New Zealand] | |

| Seven Seas Mariner | | 2001 | | [added: Caribbean,] South America, [removed: Mediterranean, Black Sea,] Panama Canal, Canada, [removed: Alaska] [added: New England, Alaska, Cuba] | |

| Seven Seas Navigator | | 1999 | | [removed: Europe,] Caribbean, Panama Canal, Alaska, [added: Canada,] New England, [removed: Asia] [added: Asia, Bermuda, Europe, South Pacific, Australia, New Zealand] | |

[removed: _Our] [added: Our] Competitive [removed: Strengths_][added: Strengths]

[removed: Rich] [added: _Rich] Stateroom [removed: Mix][added: Mix_]

The Norwegian, Oceania [removed: Cruises’] [added: Cruises] and Regent fleets offer an attractive mix of staterooms, suites and villas.

[removed: Norwegian Escape, the newest and first] of the Breakaway Plus Class Ships, offers the largest Haven complex to date with new outdoor fine dining providing expansive ocean views.

The spacious and elegant accommodations on Oceania Cruises’ [removed: five] [added: six] award-winning ships, the 684-Berth Regatta, Insignia and Nautica, and the 1,250-Berth Marina and Riviera, range from 160-square foot inside staterooms to opulent 2,030-square foot Owner’s Suites.

[removed: Regent’s] [added: The Regent fleet is comprised of four ships —] Seven Seas [added: Voyager and Seven Seas Mariner feature all-suite, all-balcony accommodations; Seven Seas Navigator has accommodations with a majority including balconies; and Seven Seas] Explorer, [removed: to be] delivered in the summer of 2016, [removed: will also feature] [added: features] all-suite, all-balcony accommodations [removed: including] [added: with] sophisticated designer suites ranging from 300 to [removed: 3,875] [added: 4,443] square feet [removed: which] [added: that] are amongst the highest space-to-guest and crew-to-guest ratios in the industry.

[removed: High-Quality Service][added: _High-Quality Service_]

We have 24 ships with approximately 46,500 Berths and plan to introduce eight additional ships through 2025 with an option to introduce two additional ships for delivery in 2026 and 2027.

No new NCLC profits

| 5 |

| --- |

| [Table of Contents](#toc) |

| --- |

We have 24 ships with approximately 46,500 Berths.

We plan to introduce eight additional ships through 2025 and we have an option to introduce two additional ships for delivery in 2026 and 2027.

Norwegian Joy, a ship tailored for Chinese travelers, is on order for delivery in the spring of 2017.

We have an Explorer Class Ship on order for delivery in the winter of 2020.

Project Leonardo consists of four ships on order with expected delivery dates through 2025 with an option for two additional ships for delivery in 2026 and 2027, subject to certain conditions.

The additional ships that we plan to add to our fleet as part of Project Leonardo will introduce additional innovative features that we believe will further elevate the guest experience.

In 2016, Norwegian also received awards for “Europe’s Leading Cruise Line” for the ninth consecutive year, “Europe’s Responsible Tourism Award” for the second consecutive year and the award for “World’s Best Cruise Spa” for the Mandara Spa® on board Norwegian Cruise Line.

In 2016, it received “Best New Luxury Ship” for Regent Seven Seas Explorer and “Best Cabins” for Regent Seven Seas Cruises from the Cruise Critic U.S. Editors’ Picks Awards.

| 6 |

| --- |

| [Table of Contents](#toc) |

| --- |

| Norwegian Jade | | 2006 | | Europe, Caribbean, Panama Canal, Mexico, Canada, New England | |

| Oceania Sirena (2) | | 1999 | | Caribbean, South America, Panama Canal, South Pacific, Australia, New Zealand, Europe, Bermuda | |

| Seven Seas Explorer | | 2016 | | Caribbean, Europe, Mexico | |

(1) The table above does not include the eight ships on order.

(2) Sirena joined our fleet in 2016.

Norwegian Escape, the newest and first

| 7 |

| --- |

| [Table of Contents](#toc) |

| --- |

We collaborate amongst the brands to provide an enhanced guest experience across all brands.

Norwegian offers Freestyle Cruising with numerous dining venues.

We introduced a new destination, Harvest Caye, in November 2016.

This destination in Southern Belize features Belize’s only cruise ship pier, expansive seven acre white sand beach, 15,000 sq.

ft.

pool with swim up bar, multiple dining options and a nature center with wildlife experiences plus adventure tours.

He has been successful in leading the integration of Norwegian, Oceania Cruises and Regent brands.

Robert Binder is our Vice Chairman for the Oceania Cruises and Regent brands and President and Chief Executive Officer, Oceania Cruises brand and Jason M.

Montague is our President and Chief Executive Officer for the Regent brand.

_Driving Demand_

We seek to attract vacationers to our products and services in several ways, including:

| | · | delivering an enhanced, value-added vacation experience to our guests relative to other vacation alternatives via our market-to-fill strategy; |

We have 22 ships with approximately 45,000 Berths and will introduce five additional ships through 2019.

Our ships currently offer itineraries to more than 510 destinations worldwide.

| | 5 | |

| --- | --- | --- |

In October 2015, Norwegian took delivery of our largest ship to date, Norwegian Escape.

We will introduce five additional ships through 2019: Regent’s Seven Seas Explorer, on order for delivery in the summer of 2016; three Breakaway Plus Class Ships on order for deliveries to the Norwegian fleet in the spring of 2017, spring of 2018 and fall of 2019; and a ship we acquired from a third party to join the Oceania Cruises’ fleet, which will be named Sirena.

After its current Bareboat Charter ends in March 2016, we will extensively refurbish Sirena to our standards.

| --- | --- | --- | --- | --- | --- |

| | 6 | |

| Norwegian Jade | | 2006 | | Europe | |

| | (1) | The table does not include the three Breakaway Plus Class Ships on order for delivery to the Norwegian fleet in the spring of 2017, spring of 2018 and fall of 2019 nor does it include the Seven Seas Explorer on order for delivery to the Regent fleet in the summer of 2016 or Sirena which will be placed in service to the Oceania Cruises’ fleet in the spring of 2016. |

Oceania Cruises will add a fourth 684-Berth ship with Sirena being placed in service in the spring of 2016.

The Regent fleet is comprised of three ships, Seven Seas Voyager and Seven Seas Mariner, which feature all-suite, all-balcony accommodations, and Seven Seas Navigator, with a majority of accommodations including balconies.

Norwegian continues to enhance the level of service on its ships through the recently launched (“The Norwegian Edge”) program.

This program introduces specific standards aimed at enhancing the overall guest experience which we believe will promote further customer loyalty.

We believe the Acquisition of Prestige allows for collaboration among the Norwegian, Oceania Cruises and Regent brands which will facilitate our ability to provide an enhanced guest experience across all brands.

| | 7 | |

Jason M.

We seek to attract vacationers with our products and services and by creating differentiated itineraries in new markets on our current and upcoming ships with the aim of delivering an enhanced, value-added vacation experience to our guests relative to other vacation alternatives.

Our business strategies include the following:

Post-Acquisition of Prestige Strategy

We have implemented a corporate-wide strategy following the Acquisition of Prestige which we believe will deliver a quality product to our guests and generate returns to our shareholders.

We termed this strategy the “New Deal” which includes three main tenets:

Organic growth.

We capitalize on the knowledge throughout the organization to identify areas where marginal changes can be implemented that promote growth from organic sources.

By sharing best practices across brands, our marketing teams find areas of opportunity to more effectively market to past guests not only within each brand, but across brands as well.

Diversification of deployment is another key initiative to drive higher yields.

We also look to increase demand through effective marketing and an enhanced sales force.

In addition, we have created a shared-services model to manage the newly combined company.

This model places vessel operations, finance, accounting, purchasing, legal, information technology and human resources, as well as other departments, as a shared-service for all three brands.

This shared-services model not only generates expense-related synergies, but also facilitates the sharing of best practices across all areas.

Norwegian is also enhancing the guest experience with The Norwegian Edge, a program that includes a multi-year, $400 million investment to enhance the guest experience via extensive ship revitalizations and enriched destination experiences.

We plan to complete these revitalizations and destination enhancements by the end of 2017, at which time nine Norwegian ships will have undergone stern to bow refurbishments, bringing them to The Norwegian Edge standards.

Regent recently announced a $125 million fleet-wide renovation program aimed at upgrading its existing fleet to the same standards as its upcoming Seven Seas Explorer.

| | 8 | |

Maximize Net Yields

We also have a contract with Fincantieri shipyard to build Seven Seas Explorer to be delivered in the summer of 2016.

The all-suite, all-balcony Seven Seas Explorer will feature sophisticated designer suites ranging from 300 to 3,875 square feet with amongst the highest guest-to-space ratio of 76.0 gross ton per guest and a crew-to-guest ratio of 1 to 1.4.

The ship will include five open-seating gourmet restaurants, Regent’s signature nine-deck open atrium, a two-story theater, two boutiques and an expansive Canyon Ranch SpaClub.

In November 2014, we acquired a ship from a third party to join the Oceania Cruises’ fleet which will be named Sirena.

However, [added: based on our current knowledge,] we do not believe [added: that] the [removed: ultimate outcome] [added: aggregate amount or range of reasonably possible losses with respect to these matters] will [removed: have a] [added: be] material [removed: impact on] [added: to] our [removed: financial condition,] [added: consolidated] results of [removed: operations] [added: operations, financial condition] or cash flows.

In 2015, the Alaska Department of Environmental Conservation issued Notices of Violations to major cruise lines that operated in the state of Alaska, including NCLH, for alleged violations of the Alaska Marine Vessel Visible Emission Standards that occurred over the last several years.

We are cooperating with the Alaska Department of Environmental Conservation and conducting our own internal investigation into these matters.

10-K 1 [removed: t1600485_10k.htm] [added: t1700165_10k.htm] FORM 10-K

For the fiscal year ended December 31, [removed: 2015][added: 2016]

| Title of each class | [added: |] Name of each exchange on which registered |

| Ordinary shares, par value $.001 per share | [added: |] The Nasdaq Stock Market LLC |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [added: x]

As of June 30, [removed: 2015,] [added: 2016,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting stock held by non-affiliates of the registrant based upon the closing sales price for the registrant’s ordinary shares as reported on The Nasdaq Stock Market was [removed: $7.5] [added: $6.5] billion.

There were [removed: 227,310,627] [added: 227,324,137] ordinary shares outstanding as of February [removed: 24, 2016.][added: 17, 2017.]

Portions of the Proxy Statement for the registrant’s [removed: 2016] [added: 2017] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2015,] [added: 2016,] are incorporated by reference in Part III herein.

| [Item 1A.](#a_003) | [Risk Factors](#a_003) | [removed: 20] [added: 21] |

| [Item 1B.](#a_004) | [Unresolved Staff Comments](#a_004) | [removed: 28] [added: 30] |

| [Item 2.](#a_005) | [Properties](#a_005) | [removed: 29] [added: 30] |

| [Item 3.](#a_006) | [Legal Proceedings](#a_006) | [removed: 29] [added: 30] |

| [Item 4.](#a_007) | [Mine Safety Disclosures](#a_007) | [removed: 29] [added: 30] |

| [Item 5.](#a_009) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#a_009) | [removed: 30] [added: 31] |

| [Item 6.](#a_010) | [Selected Financial Data](#a_010) | [removed: 31] [added: 32] |

| [Item 7.](#a_011) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a_011) | [removed: 32] [added: 33] |

| [Item [removed: 7A.](#a_012)] [added: 7A](#a_011a).] | [Qualitative and Quantitative Disclosures about Market [removed: Risk](#a_012)] [added: Risk](#a_011a)] | [removed: 43] [added: 44] |

| [Item [removed: 8.](#a_013)] [added: 8.](#a_012)] | [Financial Statements and Supplementary [removed: Data](#a_013)] [added: Data](#a_012)] | [removed: 43] [added: 45] |

| [Item [removed: 9.](#a_014)] [added: 9.](#a_013)] | [Changes In and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#a_014)] [added: Disclosure](#a_013)] | [removed: 43] [added: 45] |

| [Item [removed: 9A.](#a_015)] [added: 9A.](#a_014)] | [Controls and [removed: Procedures](#a_015)] [added: Procedures](#a_014)] | [removed: 43] [added: 45] |

| [Item [removed: 9B.](#a_016)] [added: 9B.](#a_015)] | [Other [removed: Information](#a_016)] [added: Information](#a_015)] | [removed: 44] [added: 45] |

| [PART [removed: III](#a_017)] [added: III](#a_016)] | | |

| [Item [removed: 10.](#a_018)] [added: 10.](#a_017)] | [Directors, Executive Officers and Corporate [removed: Governance](#a_018)] [added: Governance](#a_017)] | [removed: 45] [added: 46] |

| [Item [removed: 11.](#a_019)] [added: 11.](#a_018)] | [Executive [removed: Compensation](#a_019)] [added: Compensation](#a_018)] | [removed: 45] [added: 46] |

| [Item [removed: 12.](#a_020)] [added: 12.](#a_019)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#a_020)] [added: Matters](#a_019)] | [removed: 45] [added: 46] |

| [Item [removed: 13.](#a_021)] [added: 13.](#a_020)] | [Certain Relationships and Related [removed: Transactions,] [added: Transactions] and Director [removed: Independence](#a_021)] [added: Independence](#a_020)] | [removed: 45] [added: 46] |

| [Item [removed: 14.](#a_022)] [added: 14.](#a_021)] | [Principal Accounting Fees and [removed: Services](#a_022)] [added: Services](#a_021)] | [removed: 45] [added: 46] |

| [Item [removed: 15.](#a_024)] [added: 15.](#a_023)] | [Exhibits, Financial Statement [removed: Schedules](#a_024)] [added: Schedules](#a_023)] | [removed: 46] [added: 47] |

| [Signatures](#a_025) | | [removed: 47] [added: 48] |

Unless otherwise indicated or the context otherwise requires, references in this report to (i) the “Company,” “we,” “our” and “us” refer to NCLH (as defined below) and its subsidiaries (including Prestige (as defined below), except for periods prior to the consummation of the Acquisition of Prestige (as defined below)), (ii) “NCLC” refers to NCL Corporation Ltd., (iii) “NCLH” refers to Norwegian Cruise Line Holdings Ltd., (iv) [added: “Norwegian Cruise Line” or] “Norwegian” refers to the Norwegian Cruise Line brand and its [removed: predecessors,] [added: predecessors and “NCL America” or “NCLA” refers to our U.S.-flagged operations,] (v) “Prestige” refers to Prestige Cruises International, Inc., together with its consolidated subsidiaries, (vi) “PCH” refers to Prestige Cruise Holdings, Inc., Prestige’s direct wholly-owned subsidiary, which in turn is the parent of Oceania Cruises, Inc. (“Oceania Cruises”) and Seven Seas Cruises S.

DE R.L. (“Regent”) (Oceania Cruises also refers to the brand by the same name and Regent also refers to the brand Regent Seven Seas Cruises), (vii) “Apollo” refers to Apollo Global Management, LLC, its subsidiaries and the affiliated funds it manages and the “Apollo Holders” refers to one or more of AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF VI NCL (AIV IV), L.P., [removed: AAA Guarantor — Co-Invest VI (B), L.P.,] [added: NCL Athene LLC,] Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Germany) VI, L.P., AAA [removed: Guarantor — Co-Invest] [added: Guarantor—Co-Invest] VII, L.P., AIF VI Euro Holdings, L.P., AIF VII Euro Holdings, L.P., Apollo Alternative Assets, L.P., Apollo Management VI, L.P. and Apollo Management VII, L.P., (viii) “TPG Global” refers to TPG Global, LLC, “TPG” refers to TPG Global and its affiliates and the “TPG Viking Funds” refers to one or more of TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P., and TPG Viking AIV-III, L.P. and/or certain other affiliated investment funds, each an affiliate of TPG, (ix) “Genting HK” refers to Genting Hong Kong Limited and/or its affiliates (formerly Star Cruises Limited and/or its affiliates) (Genting HK owns NCLH’s ordinary shares indirectly through Star NCLC Holdings Ltd., its wholly-owned subsidiary (“Star NCLC”)), and (x) “Affiliate(s)” or “Sponsor(s)” refers to the Apollo Holders, Genting HK and/or the TPG Viking Funds.

[removed: | | • |] [added: ·] _Acquisition of [removed: Prestige_.] [added: Prestige._] In November 2014, pursuant to the Merger Agreement, we acquired Prestige in a cash and stock transaction for total consideration of $3.025 billion, including the assumption of debt. [removed: |]

[removed: | | • |] [added: ·] _Adjusted [removed: EBITDA_.] [added: EBITDA._] EBITDA adjusted for other income [removed: (expense)] [added: (expense), net] and other supplemental adjustments. [removed: |]

[removed: | | • |] [added: ·] _Adjusted [removed: EPS_.] [added: EPS._] Adjusted Net Income divided by the number of diluted weighted-average shares outstanding. [removed: |]

[removed: | | • |] [added: ·] _Adjusted Net Cruise Cost Excluding [removed: Fuel_.] [added: Fuel._] Net Cruise Cost [removed: less fuel expense] [added: Excluding Fuel] adjusted for supplemental adjustments. [removed: |]

[removed: | | • |] [added: ·] _Adjusted Net [removed: Income_.] [added: Income._] Net income adjusted for supplemental adjustments. [removed: |]

[removed: | | • |] [added: ·] _Adjusted Net [removed: Revenue_.] [added: Revenue._] Net Revenue adjusted for supplemental adjustments. [removed: |]

[removed: | | • |] [added: ·] _Adjusted Net [removed: Yield_.] [added: Yield._] Net Yield adjusted for supplemental adjustments. [removed: |]

[removed: | | • | _Berths_.] [added: · _Berths._] Double occupancy capacity per cabin (single occupancy per studio cabin) even though many cabins can accommodate three or more passengers. [removed: |]

[removed: | | • |] [added: ·] _Breakaway Class [removed: Ships_.] [added: Ships._] Norwegian Breakaway and Norwegian Getaway. [removed: |]

| [PART IV](#a_022) | | |

| [Item 16.](#a_024) | [Form 10-K Summary](#a_024) | 47 |

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· _Business Enhancement Capital Expenditures_.

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· _Explorer Class Ships._ Regent’s Seven Seas Explorer and a second ship on order.

All Management NCL Corporation Units were exchanged for NCLH ordinary shares and restricted shares in the fourth quarter of 2014.

· _New Revolving Loan Facility_.

$750.0 million senior secured revolving credit facility maturing on June 6, 2021, subject to an earlier springing maturity date as described in Note 7— “Long-Term Debt” in our consolidated financial statements included herein.

The New Revolving Loan Facility amended and restated the Revolving Loan Facility.

· _Project Leonardo._ The next generation of ships for our Norwegian brand.

· _Occupancy Percentage_.

The ratio of Passenger Cruise Days to Capacity Days.

· _Revolving Loan Facility_.

$625.0 million senior secured revolving credit facility which was to mature on May 24, 2018 and was amended and restated in June 2016 by the New Revolving Loan Facility.

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March 2015, March 2014, December 2013 and August 2013.

· _Shipboard Retirement Plan_.

| | · | an impairment of our tradenames or goodwill which could adversely affect our financial condition and operating results; |

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| | | to accelerate the repayment of our indebtedness; |

| | · | overcapacity in key markets or globally; |

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| [PART IV](#a_023) | | |

| | 1 | |

| | • | _Norwegian Stand-alone_. Results of operations excluding consolidation of the results of Prestige. |

| | • | _Regent Seven Seas Transaction_. The transaction that closed on January 31, 2008, pursuant to which PCH purchased substantially all of the assets of Regent Seven Seas Cruises, Inc. and the equity of certain affiliated companies and joint ventures from Carlson Cruises Worldwide, Inc. and Vlasov Shipping Corporation. |

| | • | _Selling Shareholders_. Certain of the Apollo Holders, the TPG Viking Funds and Star NCLC. |

| | 2 | |

| | • | our ability to incur significantly more debt despite our substantial existing indebtedness; |

| | 3 | |

| | • | our reliance on exemptions from certain corporate governance requirements during a one-year transition period; and |

| | 4 | |

| | 28 | |

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NCLH’s principal executive offices are located in Miami, Florida where we lease approximately [removed: 228,000] [added: 313,600] square feet of facilities.

We also have a lease of approximately 77,500 square feet for Prestige’s former executive offices in Miami, Florida which we [removed: intend to sublease] [added: have subleased] to a third party.

We [removed: purchased] [added: developed] a [removed: future] cruise destination in [removed: Belize] [added: Belize, Harvest Caye,] which [removed: will be] [added: was] introduced in [added: November] 2016.

During 2015, we amended our lease to include approximately 99,000 square feet of additional space.

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As of February [removed: 24, 2016] [added: 17, 2017,] there were [removed: 302] [added: 273] record holders of NCLH’s ordinary shares.

Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, restrictions imposed by applicable law and our financing agreements and other factors that our Board of Directors [removed: deem] [added: deems] relevant.

NCLH may make repurchases in the open market, in privately negotiated transactions, [removed: or pursuant to] [added: in] accelerated [removed: share] repurchase programs or [added: in] structured share repurchase programs, and any repurchases may be made pursuant to Rule 10b5-1 plans.

The following graph shows a comparison (from January 18, 2013, the date our ordinary shares commenced trading on the [removed: Nasdaq] [added: NASDAQ] Global Select Market, through December 31, [removed: 2015)] [added: 2016)] of the cumulative total return for our ordinary shares, the Standard & Poor’s 500 Composite Stock Index and the Dow Jones United States Travel and Leisure index.

[removed: ][added: ]

2016

| Fourth Quarter | | $ | 45.50 | | | $ | 35.21 | |

| Third Quarter | | | 44.70 | | | | 34.16 | |

| Second Quarter | | | 55.25 | | | | 38.17 | |

| First Quarter | | | 58.19 | | | | 37.01 | |

There was no share repurchase activity during the three months ended December 31, 2016, and as of December 31, 2016, $263.5 million remained available for repurchases of our outstanding ordinary shares under the share repurchase program.

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2014

| Fourth Quarter | | $ | 48.16 | | | $ | 30.44 | |

| Third Quarter | | | 38.05 | | | | 31.38 | |

| Second Quarter | | | 34.18 | | | | 29.08 | |

| First Quarter | | | 37.30 | | | | 31.61 | |

Share repurchase activity during the three months ended December 31, 2015 was as follows:

| Period | | Total Number of Shares Purchased as Part of a Publicly Announced Program (1) | | | | Average Price Paid per Share | | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in thousands) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| October 1, 2015 - October 31, 2015 | | | — | | | $ | — | | | $ | 413,335 | |

| November 1, 2015 - November 30, 2015 | | | 757,056 | | | $ | 56.70 | | | $ | 370,410 | |

| December 1, 2015 – December 31, 2015 | | | 991,458 | | | $ | 57.40 | | | $ | 313,504 | |

| Total for the three months ended December 31, 2015 | | | 1,748,514 | | | $ | 57.09 | | | $ | 313,504 | |

| | (1) | On December 17, 2015, we repurchased 348,553 ordinary shares under NCLH’s repurchase program as a part of a Secondary Equity Offering by the Apollo Holders and Genting HK for approximately $20.0 million. |

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Prior to the year ended December 31, 2013, the financial statements are those of NCLC and they should be read in conjunction with those [added: audited] financial statements and the related [removed: notes as well as with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have retrospectively applied the exchange of ordinary shares due to the Corporate Reorganization as the effect is substantially the same as a stock split.][added: notes.]

In addition, the prior comparative [removed: periods] [added: period] will be the activity of NCLC during such [removed: periods.][added: period.]

| (in thousands, except share data, per share data and operating data) | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Total revenue | | $ | [removed: 4,345,048] [added: 4,874,340] | | | $ | [removed: 3,125,881] [added: 4,345,048] | | | $ | [removed: 2,570,294] [added: 3,125,881] | | | $ | [removed: 2,276,246] [added: 2,570,294] | | | $ | [removed: 2,219,324] [added: 2,276,246] | |

| Operating income | | $ | [removed: 702,486] [added: 925,464] | | | $ | [removed: 502,941] [added: 702,486] | | | $ | [removed: 395,887] [added: 502,941] | | | $ | [removed: 357,093] [added: 395,887] | | | $ | [removed: 316,112] [added: 357,093] | |

| Net income | | $ | [removed: 427,137] [added: 633,085] | | | $ | [removed: 342,601] [added: 427,137] | | | $ | [removed: 102,886] [added: 342,601] | | | $ | [removed: 168,556] [added: 102,886] | | | $ | [removed: 126,859] [added: 168,556] | |

| Net income attributable to non-controlling interest | | $ | — | | | $ | [removed: 4,249] [added: —] | | | $ | [removed: 1,172] [added: 4,249] | | | $ | [removed: —] [added: 1,172] | | | $ | — | |

| Net income attributable to Norwegian Cruise Line Holdings Ltd. | | $ | [removed: 427,137] [added: 633,085] | | | $ | [removed: 338,352] [added: 427,137] | | | $ | [removed: 101,714] [added: 338,352] | | | $ | [removed: 168,556] [added: 101,714] | | | $ | [removed: 126,859] [added: 168,556] | |

| Basic | | $ | [removed: 1.89] [added: 2.79] | | | $ | [removed: 1.64] [added: 1.89] | | | $ | [removed: 0.50] [added: 1.64] | | | $ | [removed: 0.95] [added: 0.50] | | | $ | [removed: 0.71] [added: 0.95] | |

| Diluted | | $ | [removed: 1.86] [added: 2.78] | | | $ | [removed: 1.62] [added: 1.86] | | | $ | [removed: 0.49] [added: 1.62] | | | $ | [removed: 0.94] [added: 0.49] | | | $ | [removed: 0.71] [added: 0.94] | |

| Basic | | | [removed: 226,591,437] [added: 227,121,875] | | | | [removed: 206,524,968] [added: 226,591,437] | | | | [removed: 202,993,839] [added: 206,524,968] | | | | [removed: 178,232,850] [added: 202,993,839] | | | | [removed: 177,869,461] [added: 178,232,850] | |

| Diluted | | | [removed: 230,040,132] [added: 227,850,286] | | | | [removed: 212,017,784] [added: 230,040,132] | | | | [removed: 209,239,484] [added: 212,017,784] | | | | [removed: 179,023,683] [added: 209,239,484] | | | | [removed: 178,859,720] [added: 179,023,683] | |

| Total assets | | $ | [removed: 12,264,757] [added: 12,973,911] | | | $ | [removed: 11,468,996] [added: 12,264,757] | | | $ | [removed: 6,577,568] [added: 11,468,996] | | | $ | [removed: 5,889,480] [added: 6,577,568] | | | $ | [removed: 5,502,378] [added: 5,889,480] | |

| Property and equipment, net | | $ | [removed: 9,458,805] [added: 10,117,689] | | | $ | [removed: 8,623,773] [added: 9,458,805] | | | $ | [removed: 5,647,670] [added: 8,623,773] | | | $ | [removed: 4,960,142] [added: 5,647,670] | | | $ | [removed: 4,640,093] [added: 4,960,142] | |

| Long-term debt, including current portion | | $ | [removed: 6,397,537] [added: 6,398,687] | | | $ | [removed: 6,080,023] [added: 6,397,537] | | | $ | [removed: 3,054,379] [added: 6,080,023] | | | $ | [removed: 2,936,406] [added: 3,054,379] | | | $ | [removed: 2,978,048] [added: 2,936,406] | |

| Total shareholders’ equity | | $ | [removed: 3,780,880] [added: 4,537,726] | | | $ | [removed: 3,518,813] [added: 3,780,880] | | | $ | [removed: 2,631,266] [added: 3,518,813] | | | $ | [removed: 2,018,784] [added: 2,631,266] | | | $ | [removed: 1,844,463] [added: 2,018,784] | |

| Passengers carried | | | [removed: 2,164,404] [added: 2,337,311] | | | | [removed: 1,933,044] [added: 2,164,404] | | | | [removed: 1,628,278] [added: 1,933,044] | | | | [removed: 1,503,107] [added: 1,628,278] | | | | [removed: 1,530,113] [added: 1,503,107] | |

| Passenger Cruise Days | | | [removed: 16,027,743] [added: 17,588,707] | | | | [removed: 13,634,200] [added: 16,027,743] | | | | [removed: 11,400,906] [added: 13,634,200] | | | | [removed: 10,332,914] [added: 11,400,906] | | | | [removed: 10,227,438] [added: 10,332,914] | |

| Capacity Days | | | [removed: 14,700,990] [added: 16,376,063] | | | | [removed: 12,512,459] [added: 14,700,990] | | | | [removed: 10,446,216] [added: 12,512,459] | | | | [removed: 9,602,730] [added: 10,446,216] | | | | [removed: 9,454,570] [added: 9,602,730] | |

| Occupancy Percentage | | | [removed: 109.0] [added: 107.4] | % | | | 109.0 | % | | | [removed: 109.1] [added: 109.0] | % | | | [removed: 107.6] [added: 109.1] | % | | | [removed: 108.2] [added: 107.6] | % |

The following selected financial data should be read in conjunction with the financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this annual report.

The statement of operations data and the balance sheet data for the years ended, and as of, 2013, 2014, 2015, and 2016 are derived from NCLH’s audited financial statements.

We have retrospectively applied the exchange of ordinary shares due to the Corporate Reorganization as the effect is substantially the same as a stock split.

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Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of December 31, [removed: 2015.][added: 2016.]

Based upon management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2015] [added: 2016] to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the [added: Securities] Exchange Act [added: of 1934, as amended,] is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the [removed: SEC,] [added: Securities] and [added: Exchange Commission, and] that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2015.][added: 2016.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016] has been audited by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, as stated in their report, which is included on page F-1.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2015] [added: 2016] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this annual report on Form 10-K and except as disclosed below with respect to our Code of Business Conduct and Ethics, the information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2015] [added: 2016] in connection with our [removed: 2016] [added: 2017] Annual General Meeting of Shareholders.

The information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2015] [added: 2016] in connection with our [removed: 2016] [added: 2017] Annual General Meeting of Shareholders.

The information required under Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2015] [added: 2016] in connection with our [removed: 2016] [added: 2017] Annual General Meeting of Shareholders.

The information required under Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2015] [added: 2016] in connection with our [removed: 2016] [added: 2017] Annual General Meeting of Shareholders.

The information required under Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2015] [added: 2016] in connection with our [removed: 2016] [added: 2017] Annual General Meeting of Shareholders.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on February 29, 2016.

| | NORWEGIAN CRUISE LINE HOLDINGS LTD. | |

| | | |

| | By: | /s/ Frank J. Del Rio |

| | Name: | Frank J. Del Rio |

| | Title: | Director, President and Chief Executive Officer |

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Frank J.

Del Rio, Wendy A.

Beck, Daniel S.

Farkas and Faye L.

Ashby, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this annual report on Form 10-K has been signed below by the following persons in the capacities and on the date indicated.

| Signature | | Title | | Date |

| --- | --- | --- | --- | --- |

| | | | | |

| /s/ Frank J. Del Rio | | Director, President and Chief Executive Officer | | February 29, 2016 |

| Frank J. Del Rio | | (Principal Executive Officer) | | |

| /s/ Wendy A. Beck | | Executive Vice President and Chief Financial Officer | | February 29, 2016 |

| Wendy A. Beck | | (Principal Financial Officer) | | |

| /s/ Faye L. Ashby | | Senior Vice President and Chief Accounting Officer | | February 29, 2016 |

| Faye L. Ashby | | (Principal Accounting Officer) | | |

| /s/ Adam M. Aron | | Director | | February 29, 2016 |

| Adam M. Aron | | | | |

| /s/ John Chidsey | | Director | | February 29, 2016 |

| John Chidsey | | | | |

| /s/ Kevin Crowe | | Director | | February 29, 2016 |

| Kevin Crowe | | | | |

| /s/ Chad A. Leat | | Director | | February 29, 2016 |

| Chad A. Leat | | | | |

| /s/ Steve Martinez | | Director | | February 29, 2016 |

| Steve Martinez | | | | |

| /s/ Karl Peterson | | Director | | February 29, 2016 |

| Karl Peterson | | | | |

| | 47 | |

| /s/ Walter L. Revell | | Director | | February 29, 2016 |

| Walter L. Revell | | | | |

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on February 27, 2017.

| | NORWEGIAN CRUISE LINE HOLDINGS LTD. | |

| --- | --- | --- |

| | | |

| | By: | /s/ Frank J. Del Rio |

| | Name: | Frank J. Del Rio |

| | Title: | Director, President and Chief Executive Officer |

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Frank J.

Del Rio, Wendy A.

Beck, Daniel S.

Farkas and Faye L.

Ashby, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this annual report on Form 10-K has been signed below by the following persons in the capacities and on the date indicated.

| Signature | | Title | | Date |

| --- | --- | --- | --- | --- |

| | | | | |

| /s/ Frank J. Del Rio | | Director, President and Chief Executive Officer | | February 27, 2017 |

| Frank J. Del Rio | | (Principal Executive Officer) | | |

| | | | | |

| /s/ Wendy A. Beck | | Executive Vice President and Chief Financial Officer | | February 27, 2017 |

| Wendy A. Beck | | (Principal Financial Officer) | | |

| | | | | |

| /s/ Faye L. Ashby | | Senior Vice President and Chief Accounting Officer | | February 27, 2017 |

| Faye L. Ashby | | (Principal Accounting Officer) | | |

| | | | | |

| /s/ Adam M. Aron | | Director | | February 27, 2017 |

| Adam M. Aron | | | | |

| | | | | |

| /s/ John Chidsey | | Director | | February 27, 2017 |

| John Chidsey | | | | |

| | | | | |

| /s/ Chad A. Leat | | Director | | February 27, 2017 |

| Chad A. Leat | | | | |