Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2017 vs FY2016

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, [added: an increase in the activity of 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.]

Additional risks include imposition of trade barriers, [removed: restrictions on repatriation of earnings,] withholding and other taxes on remittances and other payments by subsidiaries and changes in and application of foreign taxation structures, including value added taxes.

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

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 to expand our itineraries [removed: into] [added: in] new markets, such as Cuba, and we are in the process of such expansion efforts.

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

We are also subject to laws relating to privacy of personal [removed: data.][added: data, including European Union data privacy regulations.]

In the event of a data security breach of our systems and/or third-party [removed: systems,] [added: systems or a denial of service attack,] we may incur costs associated with the following: [removed: breach] response, notification, forensics, regulatory investigations, public relations, consultants, credit identity monitoring, credit freezes, fraud alert, credit identity restoration, credit card cancellation, credit card reissuance or replacement, [added: data restoration,] regulatory fines and penalties, vendor fines and penalties, legal [removed: fees] [added: fees, damages] and [removed: damages.][added: settlements.]

The operation of cruise ships carries an inherent risk of loss caused by adverse weather conditions and maritime disasters, including, but not limited to, oil spills and other environmental mishaps, [added: extreme weather conditions such as hurricanes, floods and typhoons,] fire, mechanical failure, collisions, human error, war, terrorism, piracy, political action, civil unrest and insurrection in various countries and other circumstances or events.

_Changes in fuel prices and/or other cruise operating costs would impact the cost of our cruise ship [removed: operations._][added: operations and our hedging strategies may not protect us from increased costs related to fuel prices._]

[removed: However, our] [added: Our] hedging program may not be successful in mitigating higher fuel costs, and any price protection provided may be limited due to market conditions, including choice of hedging instruments, breakdown of correlation between hedging instrument and market price of fuel and failure of hedge counterparties.

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 indebtedness, including refinancing our indebtedness, [removed: that] [added: which] may not be successful.

[removed: _The] [added: _Our indebtedness, and the] agreements governing our [removed: indebtedness contain restrictions that] [added: indebtedness, may] limit our flexibility in operating our business._

| | · | [removed: transfer or] [added: transfer,] sell [added: or create liens on] certain assets; |

We continue to expand our fleet through our newbuild program and may add up to [removed: ten] [added: nine] additional ships to our fleet through 2027.

The new construction, refurbishment, repair and maintenance of our [removed: cruise] ships are complex processes and involve risks similar to those encountered in other large and sophisticated equipment construction, refurbishment and repair projects.

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

The consolidation of the control of certain European cruise shipyards could result in higher prices for [removed: refurbishment] [added: the construction of new ships] and [removed: repairs due] [added: refurbishments and could limit the availability of qualified shipyards] to [removed: reduced competition.][added: construct new ships.]

[removed: Increases in the price of airfare due to increases in fuel prices, fuel surcharges, changes in commercial airline services as a result of strikes, weather or other events, or the lack of availability due to schedule changes or a high level of airline bookings could] adversely affect our ability to deliver guests and crew to or from our [removed: cruise] ships and thereby increase our cruise operating expenses which would, in turn, have an adverse effect on our financial condition and results of operations.

If we are unable to do so on a timely basis or within reasonable cost parameters, or if we are unable to appropriately and timely train [removed: our employees to operate any of these new systems, our business could suffer.]

[removed: Three] [added: Four] of these agreements are in effect through [removed: 2017] [added: 2018] and four through [removed: 2018.][added: 2020.]

The availability of ports, including the specific port facility at which our guests will embark and disembark, is affected by a number of factors, including, but not limited to, existing capacity constraints, security, safety and environmental concerns, adverse weather conditions and natural [removed: disasters,] [added: disasters such as hurricanes, floods, typhoons and earthquakes,] financial limitations on port development, political instability, exclusivity arrangements that ports may have with our competitors, local governmental regulations and fees, local community concerns about port development and other adverse impacts on their communities from additional tourists and sanctions programs implemented by the Office of Foreign Assets Control of the United States Treasury Department or other regulatory bodies.

[removed: Some] [added: In addition, some] environmental groups have lobbied for more extensive oversight of cruise ships and have generated negative publicity about the cruise industry and its environmental impact.

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 [added: and rules to manage cruise ship operations.]

In addition, many aspects of the cruise industry are subject to governmental regulation by the U.S. Coast Guard as well as international treaties such as SOLAS, an international safety regulation, MARPOL, an international environmental regulation, and [removed: STCW and its conventions in ship manning.]

The U.S. and various state and foreign government and regulatory agencies have enacted or are considering new environmental regulations and [removed: policies, including those] [added: policies] 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 gases, and improving sewage and greywater-handling capabilities.

The law was relaxed [added: somewhat] in 2013, allowing ship operators to apply for mixing zones in discharge permits, an option that may ease compliance with certain [removed: WQS, and reducing the need to remove ammonia, copper, zinc, and nickel from wastewater.][added: WQS.]

MARPOL regulations have established special ECAs with stringent limitations on sulfur and nitrogen oxide [removed: emissions.][added: emissions from fuel burning aboard ships.]

Ships operating in designated ECAs (which include the Baltic Sea, the North Sea/English Channel, and many of the waters within 200 nautical miles of the U.S. and Canadian coasts including the Hawaiian [removed: Islands;] [added: Islands and] waters surrounding Puerto Rico and the U.S. Virgin [removed: Islands have been included as of January 2014)] [added: Islands)] are generally expected to meet the new sulfur oxide emissions limits through the use of low-sulfur [removed: fuels.][added: fuels or installation of sulfur scrubbing technologies.]

These issues are, and we believe will continue to be, [removed: an area] [added: areas] of focus by the relevant authorities throughout the world.

_Shareholders of NCLH may have greater difficulties in protecting their interests than [removed: as] shareholders of a U.S. corporation._

_NCLH does not [removed: have current plans to] [added: currently] pay dividends on its ordinary shares._

NCLH does not currently [removed: intend to] pay dividends to its shareholders and NCLH’s Board of Directors may never declare a dividend.

As a result, these provisions may prevent NCLH’s shareholders from receiving a premium to the [removed: market price of NCLH’s shares offered by a bidder in a takeover context.]

The effect of these provisions [removed: as well as the significant ownership of ordinary shares by our Sponsors] may preclude third parties from seeking to acquire a controlling interest in NCLH in transactions that shareholders might consider to be in their best interests and may prevent them from receiving a premium above market price for their shares.

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In addition, we may not be in a position to promptly address attacks or unauthorized access or to implement adequate preventative measures if we are unable to immediately detect such attacks.

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Additionally, older ships in our fleet may not be as competitive as new ships enter the market and we may not be able to sell such older ships at optimal prices.

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In addition, a substantial portion of our cash flow from operations is dedicated to the repayment of our indebtedness, which may limit our available funds for other business functions and strategic opportunities and may make us more vulnerable to downturns in our business, the economy and the industry in which we operate.

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Increases in the price of airfare due to increases in fuel prices, fuel surcharges, changes in commercial airline services as a result of strikes, weather or other events, or the lack of availability due to schedule changes or a high level of airline bookings could

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our employees to operate any of these new systems, our business could suffer.

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STCW and its requirements for ship manning.

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market price of NCLH’s shares offered by a bidder in a takeover context.

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an increase in the activity of 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.

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

Denial of service attacks may result in costs associated with, among other things, the following: response, forensics, public relations, consultants, data restoration, legal fees and settlement.

_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.

_Our hedging strategies may not be cost-effective or adequately protect us from increased costs related to changes in fuel prices._

In order to manage risks associated with the variable market prices of fuel, we routinely hedge a portion of our future fuel requirements.

_Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from making debt service payments._

Our level of indebtedness could limit cash flow available for our operations and could adversely affect our financial condition, results of operations, prospects and flexibility.

Our substantial indebtedness could:

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

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| | · | 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; |

| | · | 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; |

| | · | limit our flexibility in planning for, or reacting to, changes in our operations or business; |

| | · | make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage; |

| | · | make us more vulnerable to downturns in our business, the economy or the industry in which we operate; |

| | · | restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities; |

| | · | restrict us from taking certain actions by means of restrictive covenants in the agreements governing our indebtedness; |

| | · | make our credit card processors seek more restrictive terms in respect of our credit card arrangements; and |

| | · | 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. |

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

Although the terms of the agreements governing our indebtedness contain restrictions on our ability to incur additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.

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| | · | create liens on certain assets; |

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Our ships are subject to

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The remaining one is set to expire in 2020.

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and rules to manage cruise ship operations and waste.

We [added: also] record onboard revenue from onboard activities we perform directly or that are performed by independent concessionaires, from which we receive a share of their revenue.

| | · | 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, [removed: 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. |

Improvement costs that we believe add value to our ships are capitalized to the ship and depreciated over the [added: shorter of the] improvements’ estimated useful [removed: lives.][added: lives or the remaining useful life of the ship.]

If we reduced our estimated average 30-year ship service life by one year, depreciation expense for the year ended December 31, [removed: 2016] [added: 2017] would have increased by [removed: $11.2] [added: $12.2] million.

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $62.2] [added: $59.4] million.

We estimate fair value based on the best information available [removed: making whatever] [added: utilizing] estimates, judgments and projections [removed: considered] [added: as] necessary.

[removed: The estimation] [added: Our estimate] of fair value is generally measured by discounting expected future cash flows at discount rates commensurate with the [removed: risk involved.][added: associated risk.]

For our evaluation of goodwill [removed: 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.

In order to make this evaluation, we consider [added: whether any of] the following [removed: circumstances:][added: factors or conditions exist:]

| | · | [removed: General] [added: Changes in general] macroeconomic conditions such as a deterioration in general economic conditions; limitations on accessing capital; fluctuations in foreign exchange rates; or other developments in equity and credit markets; |

| | · | [removed: Industry] [added: Changes in industry] and market conditions such as a deterioration in the environment in which an entity operates; an increased competitive environment; a decline in market-dependent multiples or metrics (in both absolute terms and relative to peers); a change in the market for an entity’s products or services; or a regulatory or political development; |

| | · | [removed: Overall] [added: Decline in overall] financial performance (for both actual and expected performance); |

| | · | Entity and reporting unit specific [added: negative] events such as changes in management, key personnel, strategy, or customers; litigation; or a change in the composition or carrying amount of net assets; and |

| | · | [removed: Share] [added: Decline in share] price (in both absolute terms and relative to peers). |

We believe our estimates and judgments with respect to our long-lived assets, principally ships, [removed: and goodwill] [added: goodwill, tradenames] and other indefinite-lived intangible assets are reasonable.

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

As of December 31, [removed: 2016,] [added: 2017,] 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.

As of December 31, [removed: 2016,] [added: 2017,] our annual review consisting of the Step 0 [removed: and Step I Tests] [added: Test] supports the carrying value of these assets.

[removed: Due] [added: Although we believe that our estimates and judgments are reasonable, due] to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, [removed: although we believe that our estimates and judgments are reasonable,] it is possible that certain matters may be resolved for amounts materially different from any estimated provisions or previous disclosures.

In order to monitor results excluding these fluctuations, we calculate certain non-GAAP measures on a Constant Currency [removed: basis] [added: basis,] whereby current period revenue and expenses denominated in foreign currencies are converted to U.S. dollars using currency exchange rates of the comparable period.

We [added: also] believe that Adjusted EBITDA is a useful measure in determining our performance as it reflects certain operating drivers of our business, such as sales growth, operating costs, marketing, general and administrative expense and other operating income and expense.

Adjusted EBITDA is not [added: a defined term under GAAP nor is it] intended to be a measure of liquidity or cash flows from operations or a measure comparable to net [removed: income] [added: income,] as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments.

For example, for the year ended December 31, 2016, we incurred [removed: $28.0 million of amounts related to the extinguishment] [added: a write-off] of [removed: debt and] $11.2 million of deferred financing fees due to the refinancing of certain credit [removed: facilities.][added: facilities, a similar write-off was not incurred in either of the years ended December 31, 2017 or December 31, 2015.]

We included [removed: these] [added: this] as [removed: adjustments] [added: an adjustment] in the reconciliation of Adjusted Net Income since [removed: these amounts are] [added: this amount was] not representative of our day-to-day operations and we have included similar [added: non-representative] adjustments in prior periods.

Summary of Significant [removed: 2016] [added: 2017] Events

This ship is approximately [removed: 30,000] [added: 55,000] Gross Tons [removed: with approximately 684] [added: and 750] Berths.

We [removed: placed] [added: have] an [removed: order to build a second] Explorer Class [removed: Ship] [added: Ship, Seven Seas Splendor, on order] for delivery in the winter of 2020.

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

These four [added: Project Leonardo] 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 [removed: $841.4] [added: $960.4] million based on the exchange rate as of December 31, [removed: 2016.][added: 2017.]

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

Total revenue increased [removed: 12.2%] [added: 10.7%] to [removed: $4.9] [added: $5.4] billion for the year ended December 31, [removed: 2016] [added: 2017] compared to [removed: $4.3] [added: $4.9] billion for the year ended December 31, [removed: 2015.][added: 2016.]

Net Revenue for the year ended December 31, [removed: 2016] [added: 2017] increased [removed: 13.8%] [added: 11.2%] to [removed: $3.8] [added: $4.2] billion from [removed: $3.3] [added: $3.8] billion in the same period in [removed: 2015] [added: 2016] with an improvement in Net Yield of [removed: 2.1%] [added: 4.9%] and an increase in Capacity Days of [removed: 11.4%.][added: 6.0%.]

For the year ended December 31, [removed: 2015,] [added: 2017,] we had net income and diluted EPS of [removed: $427.1] [added: $759.9] million and [removed: $1.86,] [added: $3.31,] respectively.

Operating income increased [removed: 31.7%] [added: 13.3%] to [removed: $925.5 million] [added: $1.0 billion] for the year ended December 31, [removed: 2016] [added: 2017] from [removed: $702.5] [added: $925.5] million for the year ended December 31, [removed: 2015.][added: 2016.]

We had Adjusted Net Income and Adjusted EPS of [removed: $776.3] [added: $907.7] million and [removed: $3.41,] [added: $3.96,] respectively, for the year ended December 31, [removed: 2016,] [added: 2017,] which includes [removed: $143.2] [added: $147.8] million of adjustments primarily consisting of expenses related to non-cash compensation, [added: amortization of intangible assets,] write-offs of fees related to extinguishment of debt and refinancing of certain credit facilities and certain other [removed: adjustments.][added: adjustments compared to Adjusted Net Income and Adjusted EPS of $776.3 million and $3.41, respectively, for the year ended December 31, 2016.]

A [removed: 17.7%] [added: 14.7%] improvement in Adjusted EBITDA was achieved for the same [removed: period] [added: period,] primarily due to the increase in net income and EBITDA.

| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Total revenue | | $ | [removed: 4,874,340] [added: 5,396,175] | | | $ | [removed: 4,345,048] [added: 4,874,340] | | | $ | [removed: 3,125,881] [added: 4,345,048] | |

| Total cruise operating expense | | $ | [removed: 2,850,225] [added: 3,063,644] | | | $ | [removed: 2,655,449] [added: 2,850,225] | | | $ | [removed: 1,946,624] [added: 2,655,449] | |

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In October 2017, we (a) repriced and increased the then existing $750 million revolving credit facility with a new $875 million revolving credit facility (the “New Revolving Loan Facility”), (b) repriced the approximately $1,412 million principal amount outstanding under the existing senior secured term A facility (the “New Term A Loan Facility”), and (c) added a new $375 million term B loan facility due 2021.

Also, we completed the redemption of all of our then outstanding 4.625% Senior Notes due 2020 (“Notes”), at a price including accrued and unpaid interest, of $1,044.41 per $1,000 of outstanding principal amount of Notes.

No Notes remained outstanding after the redemption.

In April 2017, Norwegian Joy was delivered.

In February 2017, we announced Project Leonardo, under which we plan to introduce an additional four ships with expected delivery dates through 2025.

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| | | 2017 | | | | 2016 | | | | 2015 | | |

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| | | | | | | 2017 | | | | | | | | 2016 | | | | | | |

| Commissions, transportation and other expense | | | 894,406 | | | | 896,985 | | | | 813,559 | | | | 821,608 | | | | 765,298 | |

| Onboard and other expense | | | 319,293 | | | | 319,293 | | | | 298,886 | | | | 298,886 | | | | 272,802 | |

| Capacity Days | | | 17,363,422 | | | | 17,363,422 | | | | 16,376,063 | | | | 16,376,063 | | | | 14,700,990 | |

| | | 2017 | | | | 2016 | | | | 2015 | | |

| Net income | | $ | 759,872 | | | $ | 633,085 | | | $ | 427,137 | |

| Losses on extinguishments of debt (10) | | | 23,859 | | | | 27,962 | | | | 12,624 | |

| Impairment on assets held for sale (15) | | | 2,935 | | | | — | | | | — | |

| Tax adjustments (16) | | | (7,802 | ) | | | (3,594 | ) | | | — | |

| Other (17) | | | 3,886 | | | | — | | | | — | |

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| (15) | Impairment charge related to Hawaii land-based operations, which is included in depreciation and amortization expense. |

| (16) | Tax benefits primarily due to reversal of prior years’ tax contingency reserves in 2017 and reversal of a valuation allowance in 2016. |

| | | 2017 | | | | 2016 | | | | 2015 | | |

| Net income | | $ | 759,872 | | | $ | 633,085 | | | $ | 427,137 | |

| Severance payments and other expenses (5) | | | 2,912 | | | | 8,223 | | | | 17,580 | |

| Management NCL Corporation Units exchange expenses (6) | | | — | | | | — | | | | 624 | |

| Acquisition of Prestige expenses (7) | | | 500 | | | | 6,395 | | | | 27,170 | |

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| (4) | Expenses related to Secondary Equity Offerings, which are included in marketing, general and administrative expense. |

Total revenue increased 10.7% to $5.4 billion in 2017 compared to $4.9 billion in 2016 primarily due to an increase in Capacity Days and improved pricing.

Gross Yield increased 4.4%.

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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.

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.

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Adjusted EBITDA is not a defined term under GAAP.

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

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

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

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.

| Net income attributable to Norwegian Cruise Line Holdings Ltd. | | $ | 633,085 | | | $ | 427,137 | | | $ | 338,352 | |

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| Net income attributable to non-controlling interest | | | — | % | | | — | % | | | 0.1 | % |

| Net income attributable to Norwegian Cruise Line Holdings Ltd. | | | 13.0 | % | | | 9.8 | % | | | 10.9 | % |

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| Net income attributable to non-controlling interest | | | — | | | | — | | | | 4,249 | |

| Taxes (4) | | | (3,594 | ) | | | — | | | | 5,247 | |

| Loss on extinguishment of debt (11) | | | 27,962 | | | | 12,624 | | | | — | |

| Other (16) | | | — | | | | — | | | | 3,804 | |

| (4) | The year ended December 31, 2016 includes an adjustment due to a release of a valuation allowance on deferred tax assets and the year ended December 31, 2014 includes an adjustment due to the change in our corporate entity structure. Both amounts are included in income tax benefit (expense). |

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Also included in 2015 was an expense of $26.2 million related to the fair value adjustment of a foreign exchange collar which does not receive hedge accounting treatment partially offset by $11.0 million of foreign currency transaction gains.

Total revenue increased 39.0% to $4.3 billion in 2015 compared to $3.1 billion in 2014.

Net Revenue increased 37.9% in 2015, primarily due to an increase in Capacity Days of 17.5% and Net Yield of 17.4%.

The increase in Capacity Days was primarily due to the Acquisition of Prestige, the delivery of Norwegian Escape and the operation of Norwegian Getaway for the full year of 2015.

These increases were partially offset by the $43.4 million fair value adjustment for the contingent consideration related to the Acquisition of Prestige.

On a Capacity Day basis, Net Cruise Cost increased 14.0% (14.8% on a Constant Currency basis) due to an increase in marketing, general and administrative expenses as discussed above and certain crew related expenses, partially offset by a decrease in fuel expense which was primarily the result of a 13.8% decrease in the average fuel price to $539 per metric ton in 2015 from $625 per metric ton in 2014.

Interest expense, net increased to $221.9 million in 2015 from $151.8 million in 2014 primarily due to an increase in average debt outstanding in connection with the Acquisition of Prestige.

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As of December 31, [removed: 2016,] [added: 2017,] 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: 2016, 55.0%] [added: 2017, 54%] of our debt was fixed and [removed: 45.0%] [added: 46%] 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: 2016] [added: 2017] was [removed: $308.5] [added: $218.6] million.

Based on our December 31, [removed: 2016] [added: 2017] outstanding variable rate debt balance, a one percentage point increase in annual LIBOR [added: interest rates] would increase our annual interest expense by approximately [removed: $29.1] [added: $29.4] million excluding the effects of capitalization of interest.

As of December 31, [removed: 2016,] [added: 2017,] 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: €146.9 million,] [added: €3.3 billion,] or [removed: $154.5 million] [added: $4.0 billion] based on the euro/U.S. dollar exchange rate as of December 31, [removed: 2016.][added: 2017.]

We estimate that a 10% change in the euro as of December 31, [removed: 2016] [added: 2017] would result in a [removed: $15.5 million] [added: $0.4 billion] 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: 11.8%, 13.5% and 16.8%] [added: 11.8%] for [added: each of] the [removed: years] [added: twelve months] ended December 31, [removed: 2016, 2015] [added: 2017] and [removed: 2014, respectively.][added: 2016 and 13.5% for the twelve months ended December 31, 2015.]

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, [removed: 2016,] [added: 2017,] we had hedged approximately [removed: 78%, 66%,] [added: 65%,] 48% and [removed: 18%] [added: 26%] of our [removed: 2017,] 2018, 2019 and [removed: 2020] [added: 2020, respectively,] projected metric tons of fuel [removed: purchases, respectively.][added: purchases.]

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2017] [added: 2018] fuel expense by [removed: $28.5] [added: $38.0] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements of [removed: $17.8] [added: $20.6] million.

| 44 |

| --- |

| [Table of Contents](#toc) |

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

We [removed: have 24 ships with approximately 46,500 Berths and] plan to introduce [removed: eight] [added: seven] additional ships through 2025 [removed: with] [added: and we have] an option to introduce two additional ships for delivery in 2026 and [removed: 2027.][added: 2027, subject to certain conditions.]

The Sponsors have completed numerous Secondary Equity Offerings and as of December 31, [removed: 2016] [added: 2017] have reduced their ownership to [removed: 29.4%] [added: 16.8%] of NCLH’s ordinary shares.

NCLH is a Bermuda [removed: limited] [added: exempted] company formed as a holding company in 2011, with predecessors dating from 1966.

Our website is located at [removed: www.nclhltdinvestor.com.][added: _www.nclhltdinvestor.com_.]

[removed: We have 24] [added: As of December 31, 2017, we had 25] ships with approximately [removed: 46,500] [added: 50,400] Berths.

We plan to introduce [removed: eight] [added: seven] additional ships through 2025 and we have an option to introduce two additional ships for delivery in 2026 and [removed: 2027.][added: 2027, subject to certain conditions.]

Norwegian Bliss and [removed: an additional Breakaway Plus Class Ship] [added: Norwegian Encore] are on order for delivery in the spring of 2018 and fall of [removed: 2019.][added: 2019, respectively.]

We [added: also] have an Explorer Class [removed: Ship] [added: Ship, Seven Seas Splendor,] on order for delivery in the winter of 2020.

These additions to our fleet (exclusive of the option for two additional ships) will increase our total Berths to approximately [removed: 72,100.][added: 72,300.]

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

Norwegian [removed: Cruise Line] has been named “North America’s Leading Cruise Line” for the [removed: first] [added: second] time, along with being honored as the “Caribbean’s Leading Cruise Line” for the [removed: fourth] [added: fifth] consecutive year and [removed: World’s] [added: “Europe’s] Leading [removed: Large Ship] Cruise [removed: Line] [added: Line”] for the [removed: fifth straight] [added: tenth consecutive] year at the [removed: 2016] [added: 2017] World Travel Awards.

In 2016, Norwegian also received awards for [removed: “Europe’s] [added: “World’s] Leading [added: Large Ship] Cruise Line” for the [removed: ninth] [added: fifth] consecutive [removed: year,] [added: year and] “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.

Oceania [removed: Cruises’ ships received] [added: Cruises was awarded] “Best [removed: in Cuisine,” from Cruise Critic Cruisers’ Choice Awards in 2016 and 2015,] [added: Cabins,”] “Best [added: Dining,” “Best Fitness & Recreation,” “Best] Public Rooms” and “Best [removed: Cabins” from] [added: Service” in the] Cruise Critic Cruisers’ Choice Awards [removed: in 2015,“Best Food” from Travel Weekly - Readers’ Choice Awards] [added: for 2017] and “Best [added: Luxury Cruise Line for] Dining” [removed: from] [added: in Cruise Critic Cruisers’] 2016 [added: Editors’ Picks along with “Best for Food,” “Best for On-Shore Excursions” and “Best for Suites” in the 2016] Town & Country Cruise Awards.

Regent Seven Seas Cruises is an all-inclusive cruise line which provides all-suite accommodations, round-trip air transportation, highly personalized service, [removed: acclaimed] [added: specialized] cuisine, fine wines and spirits, [removed: Wi-Fi,] [added: unlimited internet access,] sightseeing excursions in every port and other amenities included in the cruise fare.

In 2016, [removed: it received “Best New Luxury Ship” for Regent] [added: Cruise Critic recognized] Seven Seas Explorer [added: as the Best New Luxury Ship] and [removed: “Best Cabins” for Regent] [added: Porthole Cruise Magazine recognized] Seven Seas [removed: Cruises from] [added: Explorer as] the [removed: Cruise Critic U.S. Editors’ Picks Awards.][added: Best Luxury Ship.]

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

| Norwegian | | | | | [removed: |]

| Norwegian Escape | | 2015 | | Caribbean, Bahamas, [removed: Mexico |] [added: Mexico, Bermuda, Canada, New England] |

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

| Norwegian Breakaway | | 2013 | | [removed: Bermuda,] Caribbean, [removed: Bahamas |] [added: Bahamas, Europe] |

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

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

| Norwegian Jade | | 2006 | | Europe, Caribbean, Panama Canal, Mexico, Canada, New [removed: England |] [added: England, Bahamas] |

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

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

| Pride of America | | 2005 | | Hawaii | [removed: |]

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

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

| Norwegian Sun | | 2001 | | Caribbean, Alaska, South America, Pacific Coastal, [removed: Mexico |] [added: Mexico, Cuba, Panama Canal, Canada, Bahamas] |

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

| Norwegian Spirit | | 1998 | | Europe | [removed: |]

| Oceania Cruises | | | | | [removed: |]

| Oceania Riviera | | 2012 | | Caribbean, [removed: Europe |] [added: Europe, Bahamas, Bermuda] |

| Oceania Marina | | 2011 | | South America, Panama Canal, Mexico, South Pacific, Europe, [removed: Cuba |] [added: Caribbean, Canada, Hawaii] |

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

| Oceania Sirena [removed: (2)] [added: (3)] | | 1999 | | Caribbean, South America, Panama Canal, [removed: South Pacific, Australia, New Zealand,] Europe, [removed: Bermuda |] [added: Bermuda, Cuba, Bahamas, Mexico] |

| Oceania Regatta | | 1998 | | Caribbean, Panama Canal, South America, Alaska, Mexico, [removed: Bermuda,] Australia, New [removed: Zealand |] [added: Zealand, Asia, Hawaii, South Pacific, Cuba, Bahamas] |

| Oceania Insignia | | 1998 | | [removed: Europe,] Caribbean, South America, Asia, South Pacific, Australia, New Zealand, Canada, New England, [removed: Bermuda |] [added: Bermuda, Bahamas, Africa, Panama Canal, Mexico, Cuba, Hawaii] |

| Regent | | | | | [removed: |]

Our registered offices are located at Walkers Corporate (Bermuda) Limited, Park Place, 3rd Floor, 55 Par-la-Ville Road, Hamilton HM 11, Bermuda.

As of December 31, 2017, we had 25 ships with approximately 50,400 Berths.

Project Leonardo will introduce an additional four ships with expected delivery dates through 2025.

An innovator in cruise travel, Norwegian operates 15 ships that have been purpose-built to offer guests the freedom and flexibility to design their ideal cruise vacation on their schedule.

Norwegian invites guests to enjoy a relaxed, resort style cruise vacation on some of the newest and most contemporary ships at sea with a wide variety of accommodation options, including, on certain ships, The Haven by Norwegian®, a luxury enclave with suites, private pools and dining, concierge service and personal butlers, that offers a

| | 5 | |

“ship within a ship” experience.

Also in 2017, Ensemble Travel ® Group awarded Oceania Cruises “Cruise Partner of the Year” and “Marketing Partner of the Year.”

Condé Nast Traveler named Regent Seven Seas Cruises on its 2017 Gold List and among the World’s Best Medium- and Small-Ships Cruise Lines in its 2016 Readers’ Choice Awards.

Regent Seven Seas Cruises also consistently places in Travel + Leisure’s top 5 Best Ocean Cruise Lines with Midsized Ships and tops U.S. News & World Report’s best cruise lines rankings.

In 2017, TravAlliance recognized Seven Seas Explorer as the Best Luxury Ship.

| | | | | |

| Norwegian Bliss (2) | | 2018 | | Alaska, Bahamas, Caribbean |

| Norwegian Joy | | 2017 | | Asia |

| | | | | |

| | | | | |

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

| | (2) | Norwegian Bliss is scheduled for delivery in April 2018. |

| | 6 | |

Norwegian offers guests the freedom and flexibility to design their ideal cruise vacation on their schedule with no set dining times, a variety of entertainment options and no formal dress codes.

| | 7 | |

Robin Lindsay is our Executive Vice President, Vessel Operations, for NCLH since January 2015.

| | 8 | |

Ship Refurbishments. We have invested in revitalizations to our ships which provides a product which we believe delivers higher guest satisfaction and, in turn, higher pricing.

International. The international channel represents an underpenetrated channel of distribution and one that we have increased focus on since 2015.

Focus on this market accomplishes the dual objective of allowing us to grow our yields and capacity faster than if we only focused on the North American market while also allowing us to diversify our risk.

As part of this focus, we have undertaken a three-pronged strategy of:

| | · | expanding the management, sales and marketing teams that oversees this area, |

| | · | broadening our travel agency distribution to multiple partners in each region, and |

| | · | expanding the geographic reach of our product by deploying our ships in areas that appeal to international guests and by personalizing our product for their tastes. |

As part of this strategy, we have opened offices in Sydney, Shanghai, Beijing, Hong Kong, Mumbai, Tokyo, and Singapore and expanded or renovated our existing offices in Southampton, Sao Paulo and Wiesbaden.

| | 9 | |

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

Additionally, all three of our brands sail to the Republic of Cuba.

This

| | 10 | |

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

| | 11 | |

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

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

Corporate Reorganization

NCLC was treated as a partnership for U.S. federal income tax purposes, and the terms of the partnership (including the economic rights with respect thereto) were set forth in an amended and restated tax agreement for NCLC.

Economic interests in NCLC were represented by the partnership interests established under the tax agreement, which we refer to as “NCL Corporation Units.”

In connection with the Corporate Reorganization, NCLC’s outstanding profits interests granted under the profits sharing agreement to management (or former management) of NCLC were exchanged for an economically equivalent number of NCL Corporation Units.

We refer to the NCL Corporation Units exchanged for profits interests granted under the profits sharing agreement as Management NCL Corporation Units.

As a result of the Corporate Reorganization, the Management NCL Corporation Units created a non-controlling interest within NCLH.

The Management NCL Corporation Units received upon the exchange of outstanding profits interests were subject to the same time-based vesting requirements and performance-based vesting requirements applicable to the profits interests for which they were exchanged.

The Management NCL Corporation Units issued in exchange for the profits interests represented a 2.7% economic interest in NCLC as of the consummation of the IPO.

Subject to certain procedures and restrictions (including the vesting schedules applicable to the Management NCL Corporation Units and any applicable legal and contractual restrictions), each holder of Management NCL Corporation Units had the right to cause NCLC and NCLH to exchange the holder’s Management NCL Corporation Units for ordinary shares of NCLH at an exchange rate equal to one ordinary share for every Management NCL Corporation Unit (or, at NCLC’s election, a cash payment equal to the value of the exchanged Management NCL Corporation Units), subject to customary adjustments for stock splits, subdivisions, combinations and similar extraordinary events.

When a holder of a Management NCL Corporation Unit exchanged such unit for one of NCLH’s ordinary shares (or a cash payment equal to the value of one of such ordinary shares), the relative economic interests of the exchanging NCL Corporation Unit holder and the holders of ordinary shares of NCLH were not altered.

As a result of the Corporate Reorganization, a non-controlling interest was created within NCLH and NCLH’s financial statements and financial results differed from NCLC’s in certain respects.

In the fourth quarter of 2014, all Management NCL Corporation Units were exchanged for NCLH ordinary shares and restricted shares.

NCLH became the sole member and 100% owner of the economic interests in NCLC and the non-controlling interest no longer exists.

Accordingly, NCLC is now treated as a disregarded entity for U.S. federal income tax purposes.

No new NCLC profits

| 5 |

| --- |

| [Table of Contents](#toc) |

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.

Our registered offices are located at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda.

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

Norwegian is an innovator in cruise travel with 14 ships that have been purpose-built to consistently deliver the “Freestyle Cruising” product, which offers freedom, flexibility and choice to our guests who prefer to dine when they want, with whomever they want and without having to dress formally.

Certain ships in Norwegian’s fleet offer The Haven by Norwegian (“The Haven”), a luxurious, key-card access enclave that has spacious accommodations with suites as large as 1,345 square feet and offers a “ship within a ship” experience.

The Haven includes two decks of suites, a private pool with multiple hot tubs and sundeck, a private fitness center and steam rooms, fine dining in a private restaurant, casual outdoor dining, 24-hour concierge service and personal butlers.

In 2017, it received “Best Cruise Ship, Luxury” for Seven Seas Explorer, “Best Cruise Ship, Mid-Size” for Seven Seas Navigator and “Best Cruise Line, Luxury” from the TravAlliance Travvy Awards.

It also won the 2015 National Association of Career Travel Agents “Luxury Cruise Line Partner of the Year” award.

| 6 |

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

| | | | | | |

Norwegian Escape, the newest and first

| 7 |

of the Breakaway Plus Class Ships, offers the largest Haven complex to date with new outdoor fine dining providing expansive ocean views.

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

Norwegian offers Freestyle Cruising with numerous dining venues.

Ms. Beck has been with NCLH since 2010 and was instrumental in consummation of the IPO.

| 8 |

We are also growing our deployment footprint by positioning our upcoming ship, Norwegian Joy, to sail year round voyages from China in a product designed for Chinese guests.

Project Leonardo consists of four ships on order with

| 9 |

expected delivery dates through 2025 with an option for two additional ships for delivery in 2026 and 2027, subject to certain conditions.

10-K 1 [removed: t1700165_10k.htm] [added: tv486495_10k.htm] FORM 10-K

For the fiscal year ended December 31, [removed: 2016][added: 2017]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or emerging growth] company (See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting company” [added: and “emerging growth company”] in Rule 12b-2 of the Exchange Act).

As of June 30, [removed: 2016,] [added: 2017,] 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: $6.5] [added: $9.0] billion.

There were [removed: 227,324,137] [added: 228,662,733] ordinary shares outstanding as of February [removed: 17, 2017.][added: 16, 2018.]

Portions of the Proxy Statement for the registrant’s [removed: 2017] [added: 2018] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2016,] [added: 2017,] are incorporated by reference in Part III herein.

| [removed: [PART I](#a_001)] [added: [PART I](#c_01)] | | |

| [Item [removed: 1.](#a_002)] [added: 1.](#c_02)] | [removed: [Business](#a_002)] [added: [Business](#c_02)] | [removed: 5] [added: [5](#c_02)] |

| [Item [removed: 1A.](#a_003)] [added: 1A.](#c_03)] | [Risk [removed: Factors](#a_003)] [added: Factors](#c_03)] | [removed: 21] [added: [20](#c_03)] |

| [Item [removed: 1B.](#a_004)] [added: 1B.](#c_04)] | [Unresolved Staff [removed: Comments](#a_004)] [added: Comments](#c_04)] | [removed: 30] [added: [29](#c_04)] |

| [Item [removed: 2.](#a_005)] [added: 2.](#c_05)] | [removed: [Properties](#a_005)] [added: [Properties](#c_05)] | [removed: 30] [added: [29](#c_05)] |

| [Item [removed: 3.](#a_006)] [added: 3.](#c_06)] | [Legal [removed: Proceedings](#a_006)] [added: Proceedings](#c_06)] | [removed: 30] [added: [29](#c_06)] |

| [Item [removed: 4.](#a_007)] [added: 4.](#c_07)] | [Mine Safety [removed: Disclosures](#a_007)] [added: Disclosures](#c_07)] | [removed: 30] [added: [29](#c_07)] |

| [removed: [PART II](#a_008)] [added: [PART II](#c_08)] | | |

| [Item [removed: 5.](#a_009)] [added: 5.](#c_09)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#a_009)] [added: Securities](#c_09)] | [removed: 31] [added: [30](#c_09)] |

| [Item [removed: 6.](#a_010)] [added: 6.](#c_10)] | [Selected Financial [removed: Data](#a_010)] [added: Data](#c_10)] | [removed: 32] [added: [31](#c_10)] |

| [Item [removed: 7.](#a_011)] [added: 7.](#c_11)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#a_011)] [added: Operations](#c_11)] | [removed: 33] [added: [32](#c_11)] |

| [Item [removed: 7A](#a_011a).] [added: 7A.](#c_12)] | [Qualitative and Quantitative Disclosures about Market [removed: Risk](#a_011a)] [added: Risk](#c_12)] | [removed: 44] [added: [43](#c_12)] |

| [Item [removed: 8.](#a_012)] [added: 8.](#c_13)] | [Financial Statements and Supplementary [removed: Data](#a_012)] [added: Data](#c_13)] | [removed: 45] [added: [43](#c_13)] |

| [Item [removed: 9.](#a_013)] [added: 9.](#c_14)] | [Changes In and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#a_013)] [added: Disclosure](#c_14)] | [removed: 45] [added: [43](#c_14)] |

| [Item [removed: 9A.](#a_014)] [added: 9A.](#c_15)] | [Controls and [removed: Procedures](#a_014)] [added: Procedures](#c_15)] | [removed: 45] [added: [43](#c_15)] |

| [Item [removed: 9B.](#a_015)] [added: 9B.](#c_16)] | [Other [removed: Information](#a_015)] [added: Information](#c_16)] | [removed: 45] [added: [44](#c_16)] |

| [removed: [PART III](#a_016)] [added: [PART III](#c_17)] | | |

| [Item [removed: 10.](#a_017)] [added: 10.](#c_18)] | [Directors, Executive Officers and Corporate [removed: Governance](#a_017)] [added: Governance](#c_18)] | [removed: 46] [added: [45](#c_18)] |

| [Item [removed: 11.](#a_018)] [added: 11.](#c_19)] | [Executive [removed: Compensation](#a_018)] [added: Compensation](#c_19)] | [removed: 46] [added: [45](#c_19)] |

| [Item [removed: 12.](#a_019)] [added: 12.](#c_20)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#a_019)] [added: Matters](#c_20)] | [removed: 46] [added: [45](#c_20)] |

| [Item [removed: 13.](#a_020)] [added: 13.](#c_21)] | [Certain Relationships and Related Transactions and Director [removed: Independence](#a_020)] [added: Independence](#c_21)] | [removed: 46] [added: [45](#c_21)] |

| [Item [removed: 14.](#a_021)] [added: 14.](#c_22)] | [Principal Accounting Fees and [removed: Services](#a_021)] [added: Services](#c_22)] | [removed: 46] [added: [45](#c_22)] |

| [removed: [PART IV](#a_022)] [added: [PART IV](#c_23)] | | |

| [Item [removed: 15.](#a_023)] [added: 15.](#c_24)] | [Exhibits, Financial Statement [removed: Schedules](#a_023)] [added: Schedules](#c_24)] | [removed: 47] [added: [46](#c_24)] |

| [Item [removed: 16.](#a_024)] [added: 16.](#c_25)] | [Form 10-K [removed: Summary](#a_024)] [added: Summary](#c_25)] | [removed: 47] [added: [52](#c_25)] |

| [removed: [Signatures](#a_025)] [added: [Signatures](#c_26)] | | [removed: 48] [added: [53](#c_26)] |

Unless otherwise indicated or the context otherwise requires, references in this [added: annual] 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., [removed: (iv) “Norwegian] [added: (iv)“Norwegian] Cruise Line” or “Norwegian” refers to the Norwegian Cruise Line brand and its [removed: predecessors and “NCL America” or “NCLA” refers to our U.S.-flagged operations,] [added: predecessors,] (v) “Prestige” refers to Prestige Cruises [added: International S de R.L. (formerly Prestige Cruises] International, [removed: Inc.,] [added: Inc.),] together with its consolidated subsidiaries, [removed: (vi) “PCH” refers to] [added: including] Prestige Cruise [added: Holdings S. de R.L. (formerly Prestige Cruise] Holdings, [removed: Inc.,] [added: Inc.),] Prestige’s direct wholly-owned subsidiary, which in turn is the parent of Oceania [added: Cruises S. de R.L. (formerly Oceania] Cruises, [removed: Inc.] [added: 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), [removed: (vii)] [added: (vi)] “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 [added: NCL Athene LLC,] 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: 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., [removed: (viii) “TPG Global” refers to TPG Global, LLC,] [added: (vii)] “TPG” refers to TPG [removed: Global] [added: Global, LLC] 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, [removed: (ix)] [added: (viii)] “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 [removed: (x) “Affiliate(s)” or] [added: (ix)] “Sponsor(s)” refers to the Apollo [removed: Holders,] [added: Holders and/or] Genting [removed: HK] [added: HK,] and/or [added: prior to September 2017,] the TPG Viking Funds.

References to the “U.S.” are to the United States of America, [added: and] “dollars” or “$” are to U.S. dollars, the “U.K.” are to the United Kingdom and “euros” or “€” are to the official currency of the Eurozone.

· _Explorer Class Ships._ Regent’s Seven Seas Explorer and a second ship on [removed: order.][added: order, Seven Seas Splendor.]

· _IPO._ The initial public offering of 27,058,824 ordinary shares, par value $.001 per share, of NCLH, which was consummated on January 24, [removed: 3013.][added: 2013.]

· _Secondary Equity Offering(s)._ Secondary public offering(s) of NCLH’s ordinary shares in [added: November 2017, August 2017,] December 2015, August 2015, May 2015, [added: March 2015, March 2014, December 2013 and August 2013.]

| | · | [added: our indebtedness and] restrictions in the agreements governing our indebtedness that limit our flexibility in operating our business; |

| | | Emerging growth company | ¨ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

· _Breakaway Plus Class Ships._ Norwegian Escape, Norwegian Joy, Norwegian Bliss and Norwegian Encore.

| | 1 | |

$875.0 million senior secured revolving credit facility maturing on June 6, 2021.

· _O-Class Ships._ Oceania Cruises’ Marina and Riviera.

· _R-Class Ships._ Oceania Cruises’ Regatta, Insignia, Nautica, and Sirena.

| | 2 | |

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| [Table of Contents](#toc) |

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· _Breakaway Plus Class Ships._ The next generation of ships which are similar in design and innovation to Breakaway Class Ships.

· _CLIA._ Cruise Lines International Association, Inc., a non-profit marketing and training organization formed in 1975 to promote cruising.

| 1 |

$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.

· _Norwegian Sky Purchase Agreement._ Memorandum of agreement, dated June 1, 2012, between Ample Avenue Limited, as seller, and Norwegian Sky, Ltd., as buyer, related to our purchase of Norwegian Sky.

· _O-Class ships._ Oceania Cruises fleet consists of the O-Class ships, Marina and Riviera, with 1,250 Berths each.

· _R-Class ship._ Oceania Cruises fleet consists of the R-Class ships, Regatta, Insignia, Nautica, and Sirena, with 684 Berths each.

· _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.

| 2 |

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

Industry and Market Data

This annual report includes market share and industry data and forecasts that we obtained from industry publications, third-party surveys and internal Company surveys.

Industry publications, including those from CLIA and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable.

All CLIA information, obtained from the CLIA website “www.cruising.org,” relates to CLIA member lines.

All other references to third-party information are to information that is publicly available at nominal or no cost.

We use the most currently available industry and market data to support statements as to our market position.

Although we believe that the industry publications and third-party sources are reliable, we have not independently verified any of the data from industry publications or third-party sources.

Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources.

While we are not aware of any misstatements regarding any industry data presented herein, our estimates, in particular as they relate to market share and our general expectations, involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Item 1A—Risk Factors” and “Item 7— Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this annual report.

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

| | · | our hedging strategies; |

| | · | our substantial indebtedness, including the ability to raise additional capital to fund our operations, and to generate the necessary amount of cash to service our existing debt; |

| 3 |

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

| 4 |

We lease approximately (i) 24,300 square feet of office space in Sunrise, Florida for sales; (ii) [removed: 25,600 square feet of office space in Honolulu, Hawaii for administrative purposes; (iii) 10,300] [added: 13,900] square feet of office space in Southampton, England for sales and marketing in the U.K. and Ireland; [removed: (iv) 11,000] [added: (iii) 14,900] square feet of office space in Wiesbaden, Germany for sales and marketing in Europe; [removed: (v)] [added: (iv)] 31,000 square feet of office space in Phoenix, Arizona for a call center; [removed: (vi)] [added: (v)] 17,600 square feet in Omaha, Nebraska for a call center; and [removed: (vii)] [added: (vi)] 46,000 square feet of warehouse space in Tampa, Florida for entertainment theatrical production.

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[added: Since December 19, 2017,] NCLH’s ordinary shares [removed: are] [added: have been] listed on the [removed: NASDAQ] [added: New York Stock Exchange under the symbol “NCLH.” Prior to December 19, 2017 and following the IPO, NCLH’s ordinary shares were listed on the Nasdaq Stock Market LLC (Nasdaq] Global Select [removed: Market] [added: Market)] under the symbol “NCLH.” The table below sets forth the high and low sales prices of our ordinary shares [removed: as reported] by [removed: the NASDAQ Global Select Market] [added: quarter] for the two most recent years [added: as reported] by [removed: quarter:][added: the New York Stock Exchange since December 19, 2017 (and by Nasdaq prior to December 19, 2017):]

As of February [removed: 17, 2017,] [added: 16, 2018,] there were [removed: 273] [added: 264] record holders of NCLH’s ordinary shares.

There was no share repurchase activity during the three months ended December 31, [removed: 2016,] [added: 2017,] and as of December 31, [removed: 2016,] [added: 2017,] $263.5 million remained available for repurchases of our outstanding ordinary shares under the share repurchase program.

The following graph shows a comparison (from January 18, 2013, the date our ordinary shares commenced trading [removed: on the NASDAQ Global Select Market,] through December 31, [removed: 2016)] [added: 2017)] 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: ]

2017

| Fourth Quarter | | $ | 59.66 | | | $ | 52.36 | |

| Third Quarter | | | 61.48 | | | | 51.99 | |

| Second Quarter | | | 56.29 | | | | 46.96 | |

| First Quarter | | | 52.50 | | | | 42.64 | |

The share repurchase program was scheduled to expire on April 29, 2017, but was extended through April 29, 2020.

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

2015

| Fourth Quarter | | $ | 64.27 | | | $ | 53.46 | |

| Third Quarter | | | 63.22 | | | | 50.00 | |

| Second Quarter | | | 57.55 | | | | 48.03 | |

| First Quarter | | | 55.35 | | | | 42.55 | |

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The financial statements as of and for the year ended December 31, 2014 include the financial results of Prestige commencing on November 19, 2014, the date the Acquisition of Prestige was [removed: consummated (we refer you to the Notes to The Consolidated Financial Statements Note—4 “The Acquisition of Prestige”).][added: consummated.]

| (in thousands, except share data, per share data and operating data) | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Total revenue | | $ | [removed: 4,874,340] [added: 5,396,175] | | | $ | [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] | |

| Operating income | | $ | [removed: 925,464] [added: 1,048,819] | | | $ | [removed: 702,486] [added: 925,464] | | | $ | [removed: 502,941] [added: 702,486] | | | $ | [removed: 395,887] [added: 502,941] | | | $ | [removed: 357,093] [added: 395,887] | |

| Net income | | $ | [removed: 633,085] [added: 759,872] | | | $ | [removed: 427,137] [added: 633,085] | | | $ | [removed: 342,601] [added: 427,137] | | | $ | [removed: 102,886] [added: 342,601] | | | $ | [removed: 168,556] [added: 102,886] | |

| 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: 633,085] [added: 759,872] | | | $ | [removed: 427,137] [added: 633,085] | | | $ | [removed: 338,352] [added: 427,137] | | | $ | [removed: 101,714] [added: 338,352] | | | $ | [removed: 168,556] [added: 101,714] | |

| Basic | | $ | [removed: 2.79] [added: 3.33] | | | $ | [removed: 1.89] [added: 2.79] | | | $ | [removed: 1.64] [added: 1.89] | | | $ | [removed: 0.50] [added: 1.64] | | | $ | [removed: 0.95] [added: 0.50] | |

| Diluted | | $ | [removed: 2.78] [added: 3.31] | | | $ | [removed: 1.86] [added: 2.78] | | | $ | [removed: 1.62] [added: 1.86] | | | $ | [removed: 0.49] [added: 1.62] | | | $ | [removed: 0.94] [added: 0.49] | |

| Basic | | | [removed: 227,121,875] [added: 228,040,825] | | | | [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] | |

| Diluted | | | [removed: 227,850,286] [added: 229,418,326] | | | | [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] | |

| Total assets | | $ | [removed: 12,973,911] [added: 14,094,869] | | | $ | [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] | |

| Property and equipment, net | | $ | [removed: 10,117,689] [added: 11,040,488] | | | $ | [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] | |

| Long-term debt, including current portion | | $ | [removed: 6,398,687] [added: 6,307,765] | | | $ | [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] | |

| Total shareholders’ equity | | $ | [removed: 4,537,726] [added: 5,749,766] | | | $ | [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] | |

| Passengers carried | | | [removed: 2,337,311] [added: 2,519,324] | | | | [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] | |

| Passenger Cruise Days | | | [removed: 17,588,707] [added: 18,523,030] | | | | [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] | |

| Capacity Days | | | [removed: 16,376,063] [added: 17,363,422] | | | | [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] | |

| Occupancy Percentage | | | [removed: 107.4] [added: 106.7] | % | | | [removed: 109.0] [added: 107.4] | % | | | 109.0 | % | | | [removed: 109.1] [added: 109.0] | % | | | [removed: 107.6] [added: 109.1] | % |

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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.

Prior to the year ended December 31, 2013, the financial statements are those of NCLC and they should be read in conjunction with those audited financial statements and the related notes.

In addition, the prior comparative period will be the activity of NCLC during such period.

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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: 2016.][added: 2017.]

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: 2016] [added: 2017] to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and 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 [removed: required disclosure.]

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 _Internal Control-Integrated Framework_ issued by the Committee of Sponsoring Organizations of the [added: Treadway Commission (“COSO Framework”).]

Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2016.][added: 2017.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] has been audited by PricewaterhouseCoopers LLP, an independent registered [removed: 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: 2016] [added: 2017] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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required disclosure.

Treadway Commission (“COSO Framework”).

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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: 2016] [added: 2017] in connection with our [removed: 2017] [added: 2018] Annual General Meeting of Shareholders.

We intend to disclose waivers from, and amendments to, our Code of Ethical Business Conduct that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officers or controller and persons performing similar functions, by posting such information on our website _www.nclhltdinvestor.com_ to the extent required by applicable rules of the SEC and [removed: The Nasdaq] [added: the New York] Stock [removed: Market LLC.][added: Exchange.]

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: 2016] [added: 2017] in connection with our [removed: 2017] [added: 2018] 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: 2016] [added: 2017] in connection with our [removed: 2017] [added: 2018] 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: 2016] [added: 2017] in connection with our [removed: 2017] [added: 2018] 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: 2016] [added: 2017] in connection with our [removed: 2017] [added: 2018] Annual General Meeting of Shareholders.

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The exhibits listed [removed: on the accompanying Index to Exhibits] [added: below] are filed or incorporated by reference as part of this annual report on Form [removed: 10-K and such Index to Exhibits is hereby incorporated herein by reference.][added: 10-K.]

Schedule II: Valuation and Qualifying Accounts for the three years ended December 31, 2017 are included on page 54.

INDEX TO EXHIBITS

| Exhibit Number | | Description of Exhibit |

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

| | | |

| [2.1](http://www.sec.gov/Archives/edgar/data/1513761/000157104914004423/t1401708_ex2-1.htm) | | [Agreement and Plan of Merger, dated as of September 2, 2014, by and among Prestige Cruises International, Inc., Norwegian Cruise Line Holdings Ltd., Portland Merger Sub, Inc. and Apollo Management, L.P. (incorporated herein by reference to Exhibit 2.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September 4, 2014 (File No. 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000157104914004423/t1401708_ex2-1.htm) |

| | | |

| [2.2](http://www.sec.gov/Archives/edgar/data/1513761/000157104914004955/t1401941_ex2-1.htm) | | [Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 6, 2014, by and among Prestige Cruises International, Inc., Norwegian Cruise Line Holdings Ltd., Portland Merger Sub, Inc. and Apollo Management, L.P. (incorporated herein by reference to Exhibit 2.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on October 8, 2014 (File No. 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000157104914004955/t1401941_ex2-1.htm) |

| | | |

| [3.1](http://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex31.htm) | | [Memorandum of Association of Norwegian Cruise Line Holdings Ltd. (incorporated herein by reference to Exhibit 3.1 to amendment no. 5 to Norwegian Cruise Line Holdings Ltd.’s registration statement on Form S-1 filed on January 8, 2013 (File No. 333-175579))](http://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex31.htm) |

| | | |

| [3.2](http://www.sec.gov/Archives/edgar/data/1513761/000157104915004612/t1501245_ex3-2.htm) | | [Amended and Restated Bye-Laws of Norwegian Cruise Line Holdings Ltd., effective as of May 20, 2015 (incorporated herein by reference to Exhibit 3.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on May 26, 2015 (File No. 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000157104915004612/t1501245_ex3-2.htm) |

| | | |

| [4.1](http://www.sec.gov/Archives/edgar/data/1513761/000157104916020650/t1603071_ex4-1.htm) | | [Indenture, dated as of December 14, 2016, between NCL Corporation Ltd. and U.S. Bank National Association, as trustee with respect to $700.0 million aggregate principal amount of 4.750% senior unsecured notes due 2021 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 14, 2016 (File No. 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000157104916020650/t1603071_ex4-1.htm) |

| | | |

| [4.2](http://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex47.htm) | | [Form of Certificate of Ordinary Shares (incorporated herein by reference to Exhibit 4.7 to amendment no. 5 to Norwegian Cruise Line Holdings Ltd.’s registration statement on Form S-1 filed on January 8, 2013 (File No. 333-175579))](http://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex47.htm) |

| | | |

| [9.1](http://www.sec.gov/Archives/edgar/data/1513761/000119312513029891/d474597dex91.htm) | | [Deed of Trust, dated January 24, 2013, by and between Norwegian Cruise Line Holdings Ltd. and State House Trust Company Limited (incorporated herein by reference to Exhibit 9.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on January 30, 2013 (File No. 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000119312513029891/d474597dex91.htm) |

| | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/1513761/000119312513288200/d565433dex104.htm) | | [Eleventh Supplemental Deed, dated June 21, 2013, to €308.0 million Pride of Hawai’i Loan dated as of April 20, 2004 (as amended), by and among Pride of Hawaii, LLC, NCL Corporation Ltd., as guarantor, NCL America Holdings, LLC, as shareholder, NCL (Bahamas) Ltd., as bareboat charterer, HSBC Bank PLC, as agent and trustee, KFW IPEX-Bank GmbH, as Hermes agent, and a syndicate of financial institutions party thereto as lenders (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s report on Form 8-K/A filed on July 11, 2013 (File No. 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000119312513288200/d565433dex104.htm) |

| | 46 | |

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

| [10.2](http://www.sec.gov/Archives/edgar/data/1318742/000119312513006091/d458415dex105.htm) | | [Sixth Supplemental Deed, dated June 1, 2012, to €662.9 million Norwegian Epic Loan, dated as of September 22, 2006, as amended, by and among F3 Two, Ltd., NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.5 to NCL Corporation Ltd.’s report on Form 6-K/A filed on January 8, 2013 (File No. 333-128780))+†](http://www.sec.gov/Archives/edgar/data/1318742/000119312513006091/d458415dex105.htm) |

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

| | | |

| [10.3](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-5.htm) | | [Letter, dated November 27, 2015, amending €662.9 million Norwegian Epic Loan, dated as of September 22, 2006, as amended, by and among Norwegian Epic, Ltd. (formerly F3 Two, Ltd.), NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.5 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 29, 2016 (File No. 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-5.htm) |

| | | |

| [10.4](http://www.sec.gov/Archives/edgar/data/1318742/000095014407001914/g05791exv4w46.htm) | | [Office Lease Agreement, dated as of November 27, 2006, by and between NCL (Bahamas) Ltd. and Hines Reit Airport Corporate Center LLC and related Guarantee by NCL Corporation Ltd., and First Amendment, dated November 27, 2006 (incorporated herein by reference to Exhibit 4.46 to NCL Corporation Ltd.’s annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780))+](http://www.sec.gov/Archives/edgar/data/1318742/000095014407001914/g05791exv4w46.htm) |

| | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/1318742/000095014408001868/g11904exv4w64.htm) | | [Amendment No. 1, dated December 1, 2006, Amendment No. 2, dated March 20, 2007, Amendment No. 3, dated July 31, 2007, and Amendment No. 4, dated December 10, 2007, to Office Lease Agreement, dated December 1, 2006, as amended, by and between Hines Reit Airport Corporate Center LLC and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 4.64 to NCL Corporation Ltd.’s annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780))+](http://www.sec.gov/Archives/edgar/data/1318742/000095014408001868/g11904exv4w64.htm) |

| | | |

| [10.6](http://www.sec.gov/Archives/edgar/data/1318742/000119312511018810/dex1045.htm) | | [Amendment No. 5, dated February 2, 2010, to Office Lease Agreement, dated December 1, 2006, as amended, by and between Hines Reit Airport Corporate Center LLC and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.45 to amendment no. 2 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on January 31, 2011 (File No. 333-170141))](http://www.sec.gov/Archives/edgar/data/1318742/000119312511018810/dex1045.htm) |

| | | |

| [10.7](http://www.sec.gov/Archives/edgar/data/1318742/000119312512447406/d345508dex106.htm) | | [Amendment No. 6, dated April 1, 2012, and Amendment No. 7, dated June 19, 2012, to Office Lease Agreement, dated December 1, 2006, as amended, by and between Hines Reit Airport Corporate Center LLC and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.6 to NCL Corporation Ltd.’s report on Form 6-K filed on November 2, 2012 (File No. 333-128780))+](http://www.sec.gov/Archives/edgar/data/1318742/000119312512447406/d345508dex106.htm) |

| | | |

| [10.8](http://www.sec.gov/Archives/edgar/data/1513761/000157104915003821/t1500927_ex10-3.htm) | | [Amendment No. 8, dated January 28, 2015, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 8, 2015 (File No. 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915003821/t1500927_ex10-3.htm) |

| | | |

| [10.9](http://www.sec.gov/Archives/edgar/data/1513761/000157104915006416/t1501698_ex10-2.htm) | | [Amendment No. 9, dated June 30, 2015, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 7, 2015 (File No. 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915006416/t1501698_ex10-2.htm) |

| | | |

| [10.10](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015066/t1601208_ex10-5.htm) | | [Amendment No. 10, dated March 31, 2016, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.5 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 10, 2016 (File No. 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015066/t1601208_ex10-5.htm) |

Schedule II: Valuation and Qualifying Accounts

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, [removed: 2017.][added: 2018.]

| /s/ Frank J. Del Rio | | Director, President and Chief Executive Officer | | February 27, [removed: 2017] [added: 2018] |

| /s/ Wendy A. Beck | | Executive Vice President and Chief Financial Officer | | February 27, [removed: 2017] [added: 2018] |

| /s/ Faye L. Ashby | | Senior Vice President and Chief Accounting Officer | | February 27, [removed: 2017] [added: 2018] |

| /s/ Adam M. Aron | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ John Chidsey | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ Chad A. Leat | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ Steve Martinez | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ Walter L. Revell | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ David M. Abrams | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ Stella David | | Director | | February 27, [removed: 2017] [added: 2018] |

| /s/ Russell W. Galbut | | Director | | February 27, [removed: 2017] [added: 2018] |

| [removed: 23.1 | | Consent] [added: [Report] of [removed: PricewaterhouseCoopers LLP, independent registered certified public accounting firm] [added: Independent Registered Public Accounting Firm](#c_27)] | [added: [F-1](#c_27) |]

| Description | | Balance [removed: 12/31/13] [added: 12/31/14] | | | | Charged to costs and expenses | | | | Charged to other accounts - | | | | Deductions [removed: (a)] | | | | Balance [removed: 12/31/14] [added: 12/31/15] | | |

| Valuation allowance on deferred tax assets | | $ | [removed: 84,695] [added: 64,573] | | | $ | — | | | $ | [removed: 47,032] [added: —] | | | $ | [removed: (50,023] [added: (22,419] | ) | | $ | [removed: 81,704] [added: 42,154] | |

| Description | | Balance [removed: 12/31/14] [added: 12/31/15] | | | | Charged to costs and expenses | | | | Charged to other accounts - | | | | Deductions [removed: (a)] | | | | Balance [removed: 12/31/15] [added: 12/31/16] | | |

| Description | | Balance [removed: 12/31/15] [added: 12/31/16] | | | | Charged to costs and expenses | | | | Charged to other accounts - | | | | Deductions (a) | | | | Balance [removed: 12/31/16] [added: 12/31/17] | | |

| (a) | Amount relates to (i) utilization of deferred tax assets and (ii) [removed: revaluation of deferred] [added: an adjustment due to a change in] tax [removed: assets] [added: rates resulting] from [removed: their functional currency to USD.] [added: U.S. tax reform.] |

[removed: | [Report] [added: Report] of Independent Registered [removed: Certified] Public Accounting [removed: Firm](#f_001) | F-1 |][added: Firm]

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#f_002)] [added: 2015](#c_28)] | [removed: F-2] [added: [F-2](#c_28)] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#f_003)] [added: 2015](#c_29)] | [removed: F-3] [added: [F-3](#c_29)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2016] [added: 2017] and [removed: 2015](#f_004)] [added: 2016](#c_30)] | [removed: F-4] [added: [F-4](#c_30)] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#f_005)] [added: 2015](#c_31)] | [removed: F-5] [added: [F-5](#c_31)] |

| [Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#f_006)] [added: 2015](#c_32)] | [removed: F-6] [added: [F-6](#c_32)] |

| [Notes to the Consolidated Financial [removed: Statements](#f_007)] [added: Statements](#c_33)] | [removed: F-7] [added: [F-7](#c_33)] |

In our opinion, the [removed: accompanying] consolidated [removed: balance sheets and the related consolidated] [added: financial] statements [removed: of operations, comprehensive income, changes in shareholders’ equity, and cash flows] [added: referred to above] present fairly, in all material respects, the financial position of [removed: Norwegian Cruise Line Holdings Ltd. and its subsidiaries at] [added: the Company as of] December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2016] [added: 2017] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in _Internal Control - Integrated [removed: Framework 2013_] [added: Framework_ (2013)] issued by the [removed: Committee of Sponsoring Organizations of the Treadway Commission (COSO).][added: COSO.]

The [removed: Company’s] [added: Company's] management is responsible for these [removed: financial statements and] [added: consolidated] financial [removed: statement schedule,] [added: statements,] for maintaining effective internal control over financial [removed: reporting] [added: reporting,] and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on [removed: these financial statements, on] the [added: Company’s consolidated] financial [removed: statement schedule,] [added: statements] and on the [removed: Company’s] [added: Company's] internal control over financial reporting based on our [removed: integrated] audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement] [added: misstatement, whether due to error or fraud,] and whether effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the overall [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]

[removed: /s/] [added: /s/] PricewaterhouseCoopers [removed: LLP][added: LLP]

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

| Passenger ticket | | $ | [removed: 3,388,954] [added: 3,750,030] | | | $ | [removed: 3,129,075] [added: 3,388,954] | | | $ | [removed: 2,176,153] [added: 3,129,075] | |

| Onboard and other | | | [removed: 1,485,386] [added: 1,646,145] | | | | [removed: 1,215,973] [added: 1,485,386] | | | | [removed: 949,728] [added: 1,215,973] | |

| Total revenue | | | [removed: 4,874,340] [added: 5,396,175] | | | | [removed: 4,345,048] [added: 4,874,340] | | | | [removed: 3,125,881] [added: 4,345,048] | |

| Commissions, transportation and other | | | [removed: 813,559] [added: 894,406] | | | | [removed: 765,298] [added: 813,559] | | | | [removed: 503,722] [added: 765,298] | |

| Onboard and other | | | [removed: 298,886] [added: 319,293] | | | | [removed: 272,802] [added: 298,886] | | | | [removed: 224,000] [added: 272,802] | |

| Payroll and related | | | [removed: 746,142] [added: 803,632] | | | | [removed: 666,110] [added: 746,142] | | | | [removed: 452,647] [added: 666,110] | |

| | 52 | |

| | 53 | |

| | 54 | |

| | 55 | |

_Opinions on the Financial Statements and Internal Control over Financial Reporting_

We have audited the accompanying consolidated balance sheets of Norwegian Cruise Line Holdings Ltd. and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedule listed in the index appearing under Item 15(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

_Basis for Opinions_

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

_Definition and Limitations of Internal Control over Financial Reporting_

Certified Public Accountants

February 27, 2018

We have served as the Company’s auditor since at least 1988.

We have not determined the specific year we began serving as auditor of the Company.

| | F-1 | |

| | F-2 | |

| | F-3 | |

| | | 2017 | | | | 2016 | | |

| | F-4 | |

| Net income | | $ | 759,872 | | | $ | 633,085 | | | $ | 427,137 | |

| Net proceeds from sale of Hawaii land-based operations | | | 499 | | | | — | | | | — | |

| Promissory note | | | 165 | | | | — | | | | — | |

| Cash received on settlement of derivatives | | | 2,346 | | | | 131 | | | | 2,832 | |

| Cash paid on settlement of derivatives | | | (35,694 | ) | | | (36,954 | ) | | | (86,351 | ) |

| Proceeds from employee related plans | | | 30,032 | | | | 9,169 | | | | 69,985 | |

| Net share settlement of restricted share units | | | (6,342 | ) | | | — | | | | — | |

| | F-5 | |

| Issuance of shares under employee related plans | | | 2 | | | | 69,983 | | | | — | | | | — | | | | — | | | | 69,985 | |

| Issuance of shares under employee related plans | | | — | | | | 9,169 | | | | — | | | | — | | | | — | | | | 9,169 | |

| Share-based compensation | | | — | | | | 87,039 | | | | — | | | | — | | | | — | | | | 87,039 | |

| Issuance of shares under employee related plans | | | 1 | | | | 30,031 | | | | — | | | | — | | | | — | | | | 30,032 | |

| Change in accounting policy (share-based forfeitures) | | | — | | | | (2,153 | ) | | | — | | | | 2,153 | | | | — | | | | — | |

| Net share settlement of restricted share units | | | — | | | | (6,342 | ) | | | — | | | | — | | | | — | | | | (6,342 | ) |

| Other comprehensive income | | | — | | | | — | | | | 341,439 | | | | — | | | | — | | | | 341,439 | |

| Net income | | | — | | | | — | | | | — | | | | 759,872 | | | | — | | | | 759,872 | |

| Balance, December 31, 2017 | | $ | 233 | | | $ | 3,998,694 | | | $ | 26,966 | | | $ | 1,963,128 | | | $ | (239,255 | ) | | $ | 5,749,766 | |

| | F-6 | |

As of December 31, 2017, we had 25 ships with approximately 50,400 Berths.

| 47 |

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| [Table of Contents](#toc) |

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| 48 |

INDEX TO EXHIBITS

| Exhibit Number | | Description of Exhibit |

| 2.1 | | Agreement and Plan of Merger, dated as of September 2, 2014, by and among Prestige Cruises International, Inc., Norwegian Cruise Line Holdings Ltd., Portland Merger Sub, Inc. and Apollo Management, L.P. (incorporated herein by reference to Exhibit 2.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September 4, 2014 (File No. 001-35784)) |

| 2.2 | | Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 6, 2014, by and among Prestige Cruises International, Inc., Norwegian Cruise Line Holdings Ltd., Portland Merger Sub, Inc. and Apollo Management, L.P. (incorporated herein by reference to Exhibit 2.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on October 8, 2014 (File No. 001-35784)) |

| 3.1 | | Memorandum of Association of Norwegian Cruise Line Holdings Ltd. (incorporated herein by reference to Exhibit 3.1 to amendment no. 5 to Norwegian Cruise Line Holdings Ltd.’s registration statement on Form S-1 filed on January 8, 2013 (File No. 333-175579)) |

| 3.2 | | Amended and Restated Bye-Laws of Norwegian Cruise Line Holdings Ltd., effective as of May 20, 2015 (incorporated herein by reference to Exhibit 3.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on May 26, 2015 (File No. 001-35784)) |

| 4.1 | | Indenture, dated as of December 14, 2016, between NCL Corporation Ltd. and U.S. Bank National Association, as trustee with respect to $700.0 million aggregate principal amount of 4.750% senior unsecured notes due 2021 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 14, 2016 (File No. 001-35784)) |

| 4.2 | | Indenture, dated as of November 10, 2015, between NCL Corporation Ltd. and U.S. Bank National Association, as trustee with respect to $600.0 million aggregate principal amount of 4.625% senior unsecured notes due 2020 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on November 10, 2015 (File No. 001-35784)) |

| 4.3 | | Indenture, dated as of November 19, 2014, between NCL Corporation Ltd. and U.S. Bank National Association, as trustee with respect to $680.0 million aggregate principal amount of 5.25% senior unsecured notes due 2019 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on November 20, 2014 (File No. 001-35784)) |

| 4.4 | | Form of Certificate of Ordinary Shares (incorporated herein by reference to Exhibit 4.7 to amendment no. 5 to Norwegian Cruise Line Holdings Ltd.’s registration statement on Form S-1 filed on January 8, 2013 (File No. 333-175579)) |

| 9.1 | | Deed of Trust, dated January 24, 2013, by and between Norwegian Cruise Line Holdings Ltd. and State House Trust Company Limited (incorporated herein by reference to Exhibit 9.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 8, 2013 (File No. 001-35784)) |

| 10.1 | | Thirteenth Supplemental Deed, dated June 21, 2013, to €258.0 million Pride of America Loan dated as of April 4, 2003 (as amended), by and among Pride of America Ship Holding, LLC, NCL Corporation Ltd., as guarantor, NCL America Holdings, LLC, as shareholder, NCL America LLC, as manager, NCL (Bahamas) Ltd., as Sub-Agent, HSBC Bank PLC, as agent and trustee, KFW IPEX-Bank GmbH, as Hermes agent, and a syndicate of financial institutions party thereto as lenders (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s report on Form 8-K/A filed on July 11, 2013 (File No. 001-35784)) +† |

| 10.2 | | Ninth Supplemental Deed, dated June 21, 2013 to $334.1 million Norwegian Jewel Loan dated as of April 20, 2004 (as amended), by and among Norwegian Jewel Limited, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as manager, HSBC Bank PLC, as agent and trustee, Commerzbank Aktiengesellschaft, as Hermes agent, and a syndicate of financial institutions party thereto as lenders (incorporated herein by reference to Exhibit 10.5 to Norwegian Cruise Line Holdings Ltd.’s report on Form 8-K/A filed on July 11, 2013 (File No. 001-35784)) +† |

| 10.3 | | Eleventh Supplemental Deed, dated June 21, 2013, to €308.0 million Pride of Hawai’i Loan dated as of April 20, 2004 (as amended), by and among Pride of Hawaii, LLC, NCL Corporation Ltd., as guarantor, NCL America Holdings, LLC, as shareholder, NCL (Bahamas) Ltd., as bareboat charterer, HSBC Bank PLC, as agent and trustee, KFW IPEX-Bank GmbH, as Hermes agent, and a syndicate of financial institutions party thereto as lenders (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s report on Form 8-K/A filed on July 11, 2013 (File No. 001-35784)) +† |

| 10.4 | | Sixth Supplemental Deed, dated June 1, 2012, to €662.9 million Norwegian Epic Loan, dated as of September 22, 2006, as amended, by and among F3 Two, Ltd., NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.5 to NCL Corporation Ltd.’s report on Form 6-K/A filed on January 8, 2013 (File No. 333-128780)) +† |

| 10.5 | | Letter, dated November 27, 2015, amending €662.9 million Norwegian Epic Loan, dated as of September 22, 2006, as amended, by and among Norwegian Epic, Ltd. (formerly F3 Two, Ltd.), NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.5 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 29, 2016 (File No. 001-35784)) |

| 10.6 | | Office Lease Agreement, dated as of November 27, 2006, by and between NCL (Bahamas) Ltd. and Hines Reit Airport Corporate Center |

| 49 |

| Exhibit Number | | Description of Exhibit |

| | | LLC and related Guarantee by NCL Corporation Ltd., and First Amendment, dated November 27, 2006 (incorporated herein by reference to Exhibit 4.46 to NCL Corporation Ltd.’s annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) + |

| 10.7 | | Amendment No. 1, dated December 1, 2006, Amendment No. 2, dated March 20, 2007, Amendment No. 3, dated July 31, 2007, and Amendment No. 4, dated December 10, 2007, to Office Lease Agreement, dated December 1, 2006, as amended, by and between Hines Reit Airport Corporate Center LLC and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 4.64 to NCL Corporation Ltd.’s annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) + |

| 10.8 | | Amendment No. 5, dated February 2, 2010, to Office Lease Agreement, dated December 1, 2006, as amended, by and between Hines Reit Airport Corporate Center LLC and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.45 to amendment no. 2 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on January 31, 2011 (File No. 333-170141)) |

| 10.9 | | Amendment No. 6, dated April 1, 2012, and Amendment No. 7, dated June 19, 2012, to Office Lease Agreement, dated December 1, 2006, as amended, by and between Hines Reit Airport Corporate Center LLC and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.6 to NCL Corporation Ltd.’s report on Form 6-K filed on November 2, 2012 (File No. 333-128780)) + |

| 10.10 | | Amendment No. 8, dated January 28, 2015, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 8, 2015 (File No. 001-35784))+ |

| 10.11 | | Amendment No. 9, dated June 30, 2015, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 7, 2015 (File No. 001-35784))+ |

| 10.12 | | Amendment No. 10, dated March 31, 2016, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.5 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 10, 2016 (File No. 001-35784))+ |

| 10.13 | | Shareholders’ Agreement, dated January 24, 2013, by and among Norwegian Cruise Line Holdings Ltd., Genting Hong Kong Limited, Star NCLC Holdings Ltd., AAA Guarantor—Co-Invest VI (B), L.P., 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., 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., TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P. and TPG Viking AIV III, L.P. (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on January 30, 2013 (File No. 001-35784)) |

| 10.14 | | Amendment No. 1 to Amended and Restated Shareholders’ Agreement of Norwegian Cruise Line Holdings, Ltd., dated as of November 19, 2014, by and among Norwegian Cruise Line Holdings, Ltd., Genting Honk Kong Limited, STAR NCLC Holdings Ltd., AAA Guarantor Co-Invest VI (B), L.P., AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIG VI NCL (AIV IV), L.P., 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., TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P., TPG Viking AIV III, L.P., AIF VI Euro Holdings, L.P., AAA Guarantor – Co-Invest VII, L.P., AIF VII Euro Holdings, L.P., Apollo Alternative Assets, L.P., Apollo Management VI, L.P. and Apollo Management VII, L.P. (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on November 20, 2014 (File No. 001-35784)) |

| 10.15 | | €529.8 million Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd. and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.57 to amendment no. 4 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on June 9, 2011 (File No. 333-170141)) + |

| 10.16 | | First Amendment, dated May 31, 2012, to €529.8 million Breakaway One Credit Agreement, dated November 18, 2010, as amended, by and among Breakaway One, Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 10.13 to NCL Corporation Ltd.’s report on Form 6-K filed on November 2, 2012 (File No. 333-128780)) + |

| 10.17 | | €529.8 million Breakaway Two Credit Agreement, dated as of November 18, 2010, by and among Breakaway Two, Ltd. and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.58 to amendment no. 4 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on June 9, 2011 (File No. 333-170141)) + |

| 10.18 | | First Amendment, dated December 21, 2010, to €529.8 million Breakaway Two Credit Agreement, dated as of November 18, 2010, by and among Breakaway Two, Ltd. and a syndicate of international banks and a related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.59 to amendment no. 2 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on January 31, 2011 (File No. 333-170141)) |

| 10.19 | | Second Amendment, dated May 31, 2012, to €529.8 million Breakaway Two Credit Agreement, dated as of November 18, 2010, by and among Breakaway Two, Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 10.14 to NCL Corporation Ltd.’s report on Form 6-K filed on November 2, 2012 (File No. 333-128780)) + |

| 50 |