Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2018 vs FY2017

Adverse changes in the perceived or actual economic climate in North America or globally, such as the volatility of fuel prices, higher interest rates, stock and real estate market declines and/or volatility, more restrictive credit markets, higher unemployment or underemployment rates, higher [removed: taxes and] [added: taxes,] changes in governmental policies [added: and political developments impacting international trade including continued uncertainty surrounding the United Kingdom’s withdrawal from the European Union, trade disputes and increased tariffs,] could reduce the level of discretionary income or consumer confidence in the countries from which we source our guests.

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

We have operations in and source passengers from the [removed: United Kingdom] [added: U.K.] and other member countries of the European Union.

On June 23, 2016, voters in the [removed: United Kingdom] [added: U.K.] approved an advisory referendum to withdraw from the European Union.

The proposed withdrawal could [added: also] potentially adversely affect tax, legal and regulatory regimes to which our business in the region is [removed: subject.][added: subject and disrupt the free movement of goods, services and people between the U.K. and the European Union.]

[removed: Disruptions] [added: The integrity and reliability of these systems and networks are crucial] to [added: our business operations and disruptions to] these [added: systems or] networks could impair our operations and have an adverse impact on our financial results and negatively affect our reputation and customer demand.

Among other things, actual or threatened natural disasters (e.g., hurricanes, earthquakes, tornadoes, fires, [removed: floods)] [added: floods] or similar [removed: events,] [added: events),] information systems failures, computer viruses, denial of service attacks and other cyber-attacks may cause disruptions to our information technology, telecommunications and other networks.

We have [removed: also] made significant investments in our information technology systems to optimize booking procedures, enhance the marketing power of our websites and control costs.

[removed: Any] [added: Our failure to successfully prevent, mitigate or timely respond to any breach, attack or] unauthorized use of our information systems to gain access to sensitive information, corrupt data or create general disturbances in our operations systems could impair our ability to conduct business and damage our reputation.

[removed: For example, in the processing of our guest transactions and as] [added: 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 personally identifiable information, including email [removed: addresses and] [added: addresses,] home addresses and financial data such as credit card information.

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

In addition, we may not be in a position to promptly address [removed: attacks or] [added: security breaches,] unauthorized access or [added: other cyber-attacks or incidents or] to implement adequate preventative measures if we are unable to immediately detect such [removed: attacks.][added: incidents.]

In the event of a data security breach of our systems and/or third-party systems or a [removed: denial of service attack,] [added: cyber-attack or other cyber incident,] we may incur costs associated with the following: 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, data restoration, regulatory fines and penalties, vendor fines and penalties, legal fees, damages and settlements.

In addition, data security [removed: breaches] [added: breaches, a cyber-attack] or [removed: denial of service attacks] [added: other cyber incident] may cause business interruption, information technology disruption, disruptions as a result of regulatory [removed: investigation,] [added: investigation or litigation,] digital asset loss related to corrupted or destroyed data, [added: loss of company assets,] damage to our reputation, damages to intangible property and other intangible damages, such as loss of consumer confidence, all of which could impair our operations and have an adverse impact on our financial results.

In addition, we could experience increases in other cruise operating costs due to market forces and economic or political instability [removed: beyond our control.][added: resulting from increases or volatility in fuel expense.]

We continue to expand our fleet through our newbuild program and [removed: may add up] [added: expect] to [removed: nine] [added: add 11] additional ships to our fleet through 2027.

Any limitations on the availability of ports of [removed: call] [added: call, including Cuba,] or on the availability of shore excursions and other service providers at such ports could adversely affect our business, financial condition and results of operations.

_Our indebtedness, and the agreements governing our indebtedness, may limit our flexibility in operating our [removed: business._][added: business and a significant portion of our assets, including many of our ships, are collateral under our debt agreements._]

[removed: In addition, a] [added: 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.

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

[removed: If any of] [added: Such actions by] the holders of our indebtedness [removed: accelerate the repayment of such] [added: could cause cross defaults under our other] indebtedness, [added: and] there [removed: can be] [added: is] no assurance that we [removed: will] [added: would] have sufficient [added: current] assets to repay [removed: our indebtedness._][added: such indebtedness in full.]

A failure to comply with the covenants contained in our [removed: existing] debt agreements could result in an event of default under such agreements, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.

In the event of any default under our [removed: existing] debt agreements, the holders of our indebtedness thereunder:

If we were unable to repay those amounts, the holders of our secured indebtedness could proceed against the collateral granted to them to secure that [removed: indebtedness.][added: indebtedness, which includes a significant portion of our assets including many of our ships.]

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 [added: adversely affect our ability to deliver guests and crew to or from our ships and thereby increase our cruise operating expenses which would, in turn, have an adverse effect on our financial condition and results of operations.]

Four of these agreements are in effect through [removed: 2018] [added: 2020, two through 2021] and [removed: four] [added: two] through [removed: 2020.][added: 2027.]

There can be no assurance that [removed: all of] our risks are fully insured against or that any particular claim will be fully paid by our insurance.

If [removed: we] [added: we, or other members of our protection and indemnity associations,] were to sustain significant losses in the future, our ability to obtain insurance coverage at [removed: all or at] commercially reasonable rates [added: or at all] could be materially adversely affected.

[removed: If this were to occur, it could] [added: Any such action would] have an adverse impact on our [added: business,] 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 [added: our employees to operate any of these new systems, our business could suffer.]

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

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

Increasingly stringent [added: and complex international,] federal, state, [removed: local] and [removed: international] [added: local] laws and regulations [removed: on] [added: addressing] environmental protection and health and safety of workers could affect our operations.

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

[removed: In addition, many] [added: Many] aspects of the cruise industry are subject to [removed: governmental regulation by the U.S. Coast Guard as well as] international treaties such as SOLAS, an international safety regulation, MARPOL, [removed: an international] [added: IMO’s requirements governing] environmental [removed: regulation,] [added: protection,] and [added: STCW, an IMO regulation governing ship manning.]

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

The law was relaxed somewhat in 2013, allowing ship operators to apply for mixing zones in discharge permits, an option that [removed: may ease] [added: has eased] compliance with certain WQS.

[removed: The] [added: This] Convention regulates many aspects of maritime crew labor and impacts the worldwide sourcing of new crew members.

MARPOL regulations have established special [removed: ECAs] [added: Emission Control Areas (“ECAs”)] with stringent limitations on sulfur and nitrogen oxide 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 Islands and waters surrounding Puerto Rico and the U.S. Virgin Islands) are generally expected to meet the new sulfur oxide emissions limits through the use of low-sulfur fuels or installation of [removed: sulfur scrubbing technologies.][added: exhaust gas cleaning systems.]

The ordering of the risk factors set forth below is not intended to reflect an indication of priority or likelihood.

The expanded use of social media has increased the speed that negative publicity spreads and makes it more difficult to mitigate reputational damage.

Despite our implementation of security measures to protect against security breaches, unauthorized access to our data and other cyber-attacks or incidents, our systems and networks are vulnerable to computer viruses, malware, worms, hackers and other security issues, including physical and electronic break-ins, router disruption, sabotage or espionage, disruptions from unauthorized access and tampering (including through social engineering such as phishing attacks), impersonation of authorized users and coordinated denial-of-service attacks.

For example, in October 2018, we discovered limited instances of unauthorized access to certain employee e-mail communications, some of which contained proprietary business and personally identifiable information.

We have implemented additional safeguards, and we do not believe that we experienced any material losses related to this incident; however, there can be no assurance that this or any other breach or incident will not have a material impact on our operations and financial results in the future.

Negotiations on the terms of the U.K.’s future relationship with the European Union are ongoing, with the U.K. due to exit the European Union on March 29, 2019.

While negotiations are continuing, there remains considerable uncertainty around the withdrawal.

Current discussions between the U.K. and the European Union may result in any number of outcomes including an extension or delay of the U.K.’s withdrawal from the European Union.

The consequences for the economies of the U.K. and other European Union member states as a result of the U.K.’s withdrawal from the European Union are unknown and unpredictable, which could make it more difficult to source passengers from these regions.

For example, the IMO’s convention entitled Prevention of Pollution from Ships (MARPOL) has set a global limit on fuel sulfur content of 0.5% (reduced from the current 3.5% global limit) beginning January 2020.

Various compliance methods, such as the use of low-sulfur fuels or exhaust gas cleaning systems that reduce an equivalent amount of sulfur emissions, may be utilized.

We have elected to install exhaust gas cleaning systems on some ships in our fleet, which will allow us to continue to use high-sulfur fuel on those ships.

However, if exhaust gas cleaning systems are not widely used in the industry, low demand for high-sulfur fuel may increase the price for such fuel.

Other ships in our fleet that do not have exhaust gas cleaning systems will be required to use low-sulfur fuels.

Low-sulfur fuels may be costly due to increased demand and scarcity if suppliers are not able to produce sufficient quantities.

For example, we had to temporarily change certain itineraries in the Caribbean due to damage some ports sustained during an active hurricane season in 2017.

There can be no assurance that our ports of call will not be similarly affected in the future.

We garner a pricing premium from our itineraries to Cuba as opposed to other Caribbean itineraries.

If there is a change in the diplomatic relationship between the U.S. and Cuba, or either government issued sanctions or regulations that affect travel to Cuba, it is possible that we will no longer include Cuba in our itineraries.

For example, in the past our protection and indemnity associations have increased certain deductibles and determined not to cover certain categories of claims.

_Evolving requirements and regulations regarding data privacy and protection and any actual or perceived compliance failures by us could increase our liability and costs and otherwise materially adversely affect our business operations._

We process and store sensitive information relating to our guests, employees, business partners and others and we are subject to requirements and regulations regarding data privacy and protection in multiple jurisdictions.

Government regulators, privacy advocates and individuals are increasingly scrutinizing how companies collect, process, store, share and transmit personal data.

New laws governing data privacy and protection, such as the European Union’s General Data Protection Regulation (“GDPR”) have been enacted and more are being considered worldwide.

The GDPR contains stringent data privacy and protection requirements and enables regulators to impose significant penalties for non-compliance.

The regulatory framework for data privacy and protection is uncertain for the foreseeable future, and it is possible that legal and regulatory obligations may continue to increase and may be interpreted and applied in a manner that is inconsistent or possibly conflicting from one jurisdiction to another.

Any actual or perceived failure by us or our business partners to comply with posted privacy policies, federal, state or international data privacy and protection laws and regulations, or privacy commitments contained in our contracts could result in proceedings against us by governmental entities or others and significant fines, which could have a material adverse effect on our business and operating results and harm our reputation.

Additionally, if third parties we work with, such as vendors, violate applicable laws or regulations or our policies, such violations may also result in increased liability for us and have an adverse effect on our business.

Existing and future legal and regulatory restrictions on our ability to collect and use data could also negatively affect our ability to market our business, result in increased compliance costs, and otherwise affect our business processes, all of which could have an adverse effect on our financial results.

In addition, the agreements governing our indebtedness contain, and any instruments governing future indebtedness of ours may contain, covenants that impose significant operating and financial restrictions on us, including restrictions or prohibitions on our ability to, among other things: incur or guarantee additional debt or issue certain preference shares; pay dividends on or make distributions in respect of our share capital or make other restricted payments, including the ability of NCLH’s subsidiaries, including NCLC, to pay dividends or make distributions to NCLH; repurchase or redeem capital stock or subordinated indebtedness; make certain investments or acquisitions; transfer, sell or create liens on certain assets; and consolidate or merge with, or sell or otherwise dispose of all or substantially all of our assets to other companies.

Our existing debt agreements also require us, and any instruments governing future indebtedness of ours may require us, to maintain minimum level of liquidity, as well as limit our net funded debt-to-capital ratio and maintain certain other financial ratios.

Certain of our debt agreements use LIBOR as a reference rate for interest rate calculations.

In July 2017, the U.K.’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021.

The U.S. Federal Reserve has begun publishing a Secured Overnight Funding Rate, which is intended to replace U.S. dollar LIBOR.

Plans for alternative reference rates for other currencies have also been announced.

At this time, we cannot predict how markets will respond to these proposed alternative rates or the effect of any changes to LIBOR or the discontinuation of LIBOR.

If LIBOR is no longer available or if our lenders have increased costs due to changes in LIBOR, we may experience potential increases in interest rates on our variable rate debt, which could adversely impact our results of operations.

For example, in the past we have had to delay or cancel cruises due to mechanical issues on our ships.

There can be no assurance that we will not experience similar events in the future.

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The proposed withdrawal resulted in increased volatility in the global financial markets and caused severe fluctuations in global currency exchange rates.

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

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

The integrity and reliability of our information technology systems and other networks are crucial to our business operations.

If our security systems were breached, we could be exposed to cyber-related risks and malware, and credit card and other sensitive data could be at risk.

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

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The agreements governing our indebtedness contain, and any instruments governing future indebtedness of ours may contain, covenants that impose significant operating and financial restrictions on us, including restrictions or prohibitions on our ability to, among other things:

| | · | incur or guarantee additional debt or issue certain preference shares; |

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

| | · | repurchase or redeem capital stock or subordinated indebtedness; |

| | · | make certain investments or acquisitions; |

| | · | transfer, sell or create liens on certain assets; |

| | · | consolidate or merge with, or sell or otherwise dispose of all or substantially all of our assets to, other companies; |

| | · | enter into certain transactions with our affiliates; |

| | · | pledge the capital stock of any guarantors of our indebtedness; and |

| | · | designate our subsidiaries as unrestricted subsidiaries. |

_We have pledged a significant portion of our assets as collateral under our existing debt agreements.

Under our existing debt agreements, we are required to satisfy and maintain specified financial ratios.

| | · | will not be required to lend any additional amounts to us, if applicable; |

Such actions by the holders of our indebtedness could cause cross defaults under our other indebtedness.

If the indebtedness under our existing debt agreements were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full.

adversely affect our ability to deliver guests and crew to or from our ships and thereby increase our cruise operating expenses which would, in turn, have an adverse effect on our financial condition and results of operations.

_We rely on external distribution channels for passenger bookings, and major changes in the availability of external distribution channels could undermine our customer base._

The majority of our guests book their cruises through independent travel agents, wholesalers and tour operators.

In the event that these distribution channels are adversely impacted by an economic downturn, or by other factors, this could reduce the distribution channels available for us to market and sell our cruises and we could be forced to increase the use of alternative distribution channels we are not accustomed to.

Additionally, independent travel agents, wholesalers and tour operators generally sell and market our cruises on a non-exclusive basis.

Although we offer commissions and other incentives to them for booking our cruises, there can be no guarantee that our competitors will not offer higher commissions and incentives in the future.

Travel agents may face increasing pressure from our competitors, particularly in the North American market, to sell and market our competitors’ cruises exclusively.

If such exclusive arrangements were introduced, there can be no assurances that we will be able to find alternative distribution channels to ensure that our customer base would not be affected.

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

STCW and its requirements for ship manning.

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

[removed: Revenue from our cruise and cruise-related activities are categorized by us as “passenger ticket revenue” and “onboard and other revenue.”] Passenger ticket revenue and onboard and other revenue vary according to product offering, the size of the ship in operation, the length of cruises operated and the markets in which the ship operates.

Onboard and other revenue primarily consists of revenue from gaming, beverage sales, shore excursions, specialty dining, retail sales, spa [removed: services, photo] services [removed: as well as certain Bareboat Charter revenue.][added: and photo services.]

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

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

If we reduced our estimated average 30-year ship service life by one year, depreciation expense for the year ended December 31, [removed: 2017] [added: 2018] would have increased by [removed: $12.2] [added: $13.3] million.

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $59.4] [added: $65.9] million.

As of December 31, [removed: 2017,] [added: 2018,] 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: 2017,] [added: 2018,] our annual review consisting of the Step 0 Test supports the carrying value of these assets.

[removed: _Contingencies_][added: Contingencies]

See “Terms Used in this Annual Report” for the definitions of these [added: and other] non-GAAP financial measures.

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

Summary of Significant [removed: 2017] [added: 2018] Events

In April [removed: 2017,] [added: 2018,] Norwegian [removed: Joy] [added: Bliss] was delivered.

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

Total revenue increased [removed: 10.7%] [added: 12.2%] to [removed: $5.4] [added: $6.1] billion for the year ended December 31, [removed: 2017] [added: 2018] compared to [removed: $4.9] [added: $5.4] billion for the year ended December 31, [removed: 2016.][added: 2017.]

Gross Yield increased [removed: 4.4%.][added: 3.4%.]

Net Revenue for the year ended December 31, [removed: 2017] [added: 2018] increased [removed: 11.2%] [added: 12.6%] to [removed: $4.2] [added: $4.7] billion from [removed: $3.8] [added: $4.2] billion in the same period in [removed: 2016] [added: 2017] with an improvement in Net Yield of [removed: 4.9%] [added: 3.7%] and an increase in Capacity Days of [removed: 6.0%.][added: 8.5%.]

For the year ended December 31, [removed: 2016,] [added: 2018,] we had net income and diluted EPS of [removed: $633.1] [added: $954.8] million and [removed: $2.78,] [added: $4.25,] respectively.

Operating income increased [removed: 13.3%] [added: 16.2%] to [removed: $1.0] [added: $1.2] billion for the year ended December 31, [removed: 2017] [added: 2018] from [removed: $925.5 million] [added: $1.0 billion] for the year ended December 31, [removed: 2016.][added: 2017.]

We had Adjusted Net Income and Adjusted EPS of [removed: $907.7 million] [added: $1.1 billion] and [removed: $3.96,] [added: $4.92,] respectively, for the year ended December 31, [removed: 2017, which includes $147.8] [added: 2018, including $150.1] million of adjustments primarily consisting of expenses related to non-cash [added: share-based] compensation, amortization of intangible assets, [removed: write-offs of fees related to] [added: losses on the] extinguishment of debt and [removed: refinancing of] certain [removed: credit facilities and certain] other [removed: adjustments] [added: adjustments,] compared to 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.]

A [removed: 14.7%] [added: 14.5%] improvement in Adjusted EBITDA was achieved for the same period, primarily due to the increase in net income and EBITDA.

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Total revenue | | $ | [removed: 5,396,175] [added: 6,055,126] | | | $ | [removed: 4,874,340] [added: 5,396,175] | | | $ | [removed: 4,345,048] [added: 4,874,340] | |

| Total cruise operating expense | | $ | [removed: 3,063,644] [added: 3,377,076] | | | $ | [removed: 2,850,225] [added: 3,063,644] | | | $ | [removed: 2,655,449] [added: 2,850,225] | |

| Operating income | | $ | [removed: 1,048,819] [added: 1,219,061] | | | $ | [removed: 925,464] [added: 1,048,819] | | | $ | [removed: 702,486] [added: 925,464] | |

| Net income | | $ | [removed: 759,872] [added: 954,843] | | | $ | [removed: 633,085] [added: 759,872] | | | $ | [removed: 427,137] [added: 633,085] | |

| Basic | | $ | [removed: 3.33] [added: 4.28] | | | $ | [removed: 2.79] [added: 3.33] | | | $ | [removed: 1.89] [added: 2.79] | |

| Diluted | | $ | [removed: 3.31] [added: 4.25] | | | $ | [removed: 2.78] [added: 3.31] | | | $ | [removed: 1.86] [added: 2.78] | |

| Passenger ticket | | | [removed: 69.5] [added: 70.4] | % | | | 69.5 | % | | | [removed: 72.0] [added: 69.5] | % |

| Onboard and other | | | [removed: 30.5] [added: 29.6] | % | | | 30.5 | % | | | [removed: 28.0] [added: 30.5] | % |

| Commissions, transportation and other | | | [removed: 16.6] [added: 16.5] | % | | | [removed: 16.7] [added: 16.6] | % | | | [removed: 17.6] [added: 16.7] | % |

| Onboard and other | | | [removed: 5.9] [added: 5.8] | % | | | [removed: 6.1] [added: 5.9] | % | | | [removed: 6.3] [added: 6.1] | % |

| Payroll and related | | | [removed: 14.9] [added: 14.6] | % | | | [removed: 15.3] [added: 14.9] | % | | | 15.3 | % |

| Fuel | | | [removed: 6.7] [added: 6.5] | % | | | [removed: 6.9] [added: 6.7] | % | | | [removed: 8.3] [added: 6.9] | % |

| Food | | | [removed: 3.7] [added: 3.5] | % | | | [removed: 4.1] [added: 3.7] | % | | | 4.1 | % |

| Other | | | [removed: 9.0] [added: 8.9] | % | | | [removed: 9.4] [added: 9.0] | % | | | [removed: 9.5] [added: 9.4] | % |

| Total cruise operating expense | | | [removed: 56.8] [added: 55.8] | % | | | [removed: 58.5] [added: 56.8] | % | | | [removed: 61.1] [added: 58.5] | % |

| Marketing, general and administrative | | | [removed: 14.3] [added: 14.8] | % | | | [removed: 13.7] [added: 14.3] | % | | | [removed: 12.8] [added: 13.7] | % |

| Depreciation and amortization | | | [removed: 9.5] [added: 9.3] | % | | | [removed: 8.9] [added: 9.5] | % | | | [removed: 9.9] [added: 8.9] | % |

| Total other operating expense | | | [removed: 23.8] [added: 24.1] | % | | | [removed: 22.6] [added: 23.8] | % | | | [removed: 22.7] [added: 22.6] | % |

_The following discussion and analysis contains forward-looking statements within the meaning of the federal securities laws, and should be read in conjunction with the disclosures we make concerning risks and other factors that may affect our business and operating results.

You should read this information in conjunction with the consolidated financial statements and the notes thereto included in this annual report.

See also “Cautionary Statement Concerning Forward-Looking Statements” immediately prior to Part I, Item 1 in this annual report._

We categorize revenue from our cruise and cruise-related activities as either “passenger ticket” revenue or “onboard and other” revenue.

For example, for the year ended December 31, 2017, we incurred an impairment of $2.9 million related to assets held for sale.

A similar impairment was not incurred in the years ended December 31, 2018 or December 31, 2016.

In March 2018, we repurchased approximately $263.5 million of NCLH’s outstanding ordinary shares under our previously authorized three-year, $500.0 million share repurchase program, exhausting the remaining authorization under the program.

In April 2018, the Board of Directors of NCLH approved a new three-year share repurchase program under which NCLH may purchase up to $1.0 billion of its ordinary shares.

We repurchased approximately $401.3 million of NCLH’s ordinary shares under the Repurchase Program.

In April 2018, we redeemed $135.0 million principal amount of the $700.0 million aggregate principal amount of outstanding 4.75% Senior Notes due 2021.

As of December 31, 2018, the Sponsors no longer own any NCLH ordinary shares.

| | | 2018 | | | | 2017 | | | | 2016 | | |

| | | | | | | 2018 | | | | | | | | 2017 | | | | | | |

| Commissions, transportation and other expense | | | 998,948 | | | | 995,097 | | | | 894,406 | | | | 896,985 | | | | 813,559 | |

| Onboard and other expense | | | 348,656 | | | | 348,656 | | | | 319,293 | | | | 319,293 | | | | 298,886 | |

| Capacity Days | | | 18,841,678 | | | | 18,841,678 | | | | 17,363,422 | | | | 17,363,422 | | | | 16,376,063 | |

| | | 2018 | | | | 2017 | | | | 2016 | | |

| Net income | | $ | 954,843 | | | $ | 759,872 | | | $ | 633,085 | |

| Extinguishment of debt (8) | | | 6,346 | | | | 23,859 | | | | 27,962 | |

| | 43 | |

| | | 2018 | | | | 2017 | | | | 2016 | | |

| Net income | | $ | 954,843 | | | $ | 759,872 | | | $ | 633,085 | |

| Non-GAAP Adjustments: | | | | | | | | | | | | |

| --- | --- |

| (4) | Secondary Equity Offering expenses are included in marketing, general and administrative expense. |

| (5) | Severance payments and other fees related to restructuring costs and other severance arrangements are included in marketing, general and administrative expense. |

The increase in Capacity Days was primarily due to Norwegian Joy and Norwegian Bliss joining our fleet in the second quarter of 2017 and 2018, respectively.

Total other operating expense increased 13.7% in 2018 compared to 2017.

Marketing, general and administrative expenses increased primarily due to higher incentive compensation expense and higher advertising expenses.

Depreciation and amortization expense increased primarily due to the additions of Norwegian Joy and Norwegian Bliss and ship improvement projects.

Net Cruise Cost per Capacity Day increased 2.8% (2.5% on a Constant Currency basis) due to higher marketing, general and administrative expenses, higher commissions and transportation fees, and, to a lesser extent, higher maintenance and repairs, including fuel and Dry-dock expenses.

| | 44 | |

Interest expense, net was $270.4 million in 2018 compared to $267.8 million in 2017.

The increase in interest expense primarily reflects additional debt incurred in connection with the delivery of Norwegian Joy and Norwegian Bliss in the second quarter of 2017 and 2018, respectively, Project Leonardo financing, and higher interest rates due to an increase in LIBOR.

The increase in interest expense was partially offset by the benefit from the October 2017 full redemption of our 4.625% Senior Notes due 2020 and the benefit from the April 2018 partial $135.0 million redemption of our 4.75% Senior Notes due 2021.

2018 included $6.3 million of redemption premium and write-off of fees in connection with the partial redemption.

2017 included losses on extinguishment of debt and debt modification costs of $23.9 million.

Other income in 2018 was primarily due to gains on foreign currency exchange.

Other expense in 2017 was primarily due to losses on foreign currency exchange.

Income tax expense was $14.5 million in 2018 compared to $10.7 million in 2017.

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

| | 32 | |

| | 33 | |

For example, for the year ended December 31, 2016, we incurred a write-off of $11.2 million of deferred financing fees due to the refinancing of certain credit facilities, a similar write-off was not incurred in either of the years ended December 31, 2017 or December 31, 2015.

| | 34 | |

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

We have an option to introduce two additional ships for delivery in 2026 and 2027, subject to certain conditions.

These four 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 $960.4 million based on the exchange rate as of December 31, 2017.

| | 35 | |

| | 36 | |

| Management NCL Corporation Units exchange expenses (5) | | | — | | | | — | | | | — | | | | — | | | | 624 | |

| Contingent consideration adjustment (7) | | | — | | | | — | | | | — | | | | — | | | | (43,400 | ) |

| (5) | Expenses related to the exchange of Management NCL Corporation Units for ordinary shares, which are included in marketing, general and administrative expense. |

| Management NCL Corporation Units exchange expenses (5) | | | — | | | | — | | | | 624 | |

| Contingent consideration adjustment (9) | | | — | | | | — | | | | (43,400 | ) |

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

| Information technology write-off (13) | | | — | | | | — | | | | 12,988 | |

| (13) | Expenses related to the write-off of certain information technology items, which are included in depreciation and amortization expense. |

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

| (6) | Expenses related to the exchange of Management NCL Corporation Units for ordinary shares, which are included in marketing, general and administrative expense. |

| (10) | Contract renegotiation and termination expenses, net related to the Acquisition of Prestige, which are included in other cruise operating expense and marketing, general and administrative expense. |

In 2016, the expense was primarily related to $16.1 million of unrealized and realized losses on fuel swap derivative hedge contracts partially offset by $4.5 million of gains on foreign currency exchange and $3.9 million of gains on foreign currency exchange derivative hedge contracts.

contingency reserves of $11.6 million.

The expense in 2016 had a benefit due to the reversal of a valuation allowance of $3.6 million.

The increase in Capacity Days was primarily due to the delivery of Norwegian Escape in October 2015, Sirena joining our fleet in April 2016 and the delivery of Seven Seas Explorer in June 2016.

Adjusted Net Revenue includes a deferred revenue fair value adjustment of $32.4 million in 2015 related to the Acquisition of Prestige.

Total other operating expense increased 11.3% in 2016 compared to 2015 primarily due to an increase in marketing, general and administrative expenses which included an increase in marketing expenses of $38.3 million and share-based compensation of $16.4 million.

The increase was also due to income of $43.4 million related to a contingent consideration adjustment on the Acquisition of Prestige in 2015 which did not occur in 2016.

Depreciation and amortization expense was relatively unchanged as the increase due to the addition of Norwegian Escape and ship improvement projects in 2016 was offset by the recognition in 2015 of an incremental $51.6 million of amortization of intangible assets due to the Acquisition of Prestige.

On a Capacity Day basis, Net Cruise Cost decreased slightly on an actual and a Constant Currency basis, due to a decrease in fuel expense partially offset by the increases in expenses discussed above.

The average fuel price decreased 13.5% to $466 per metric ton in 2016 from $539 per metric ton in 2015.

Interest expense, net increased to $276.9 million in 2016 from $221.9 million in 2015 primarily due to an increase in average debt balances outstanding primarily associated with the delivery of new ships and newbuild installments as well as from higher interest rates due to an increase in LIBOR.

Additionally, in connection with refinancings of our senior notes and certain of our credit facilities, interest expense, net included losses on extinguishment of debt and debt modification costs of $39.2 million in 2016 and losses on extinguishment of debt of $12.6 million in 2015.

In 2015, the expense was primarily related to $30.7 million of losses from the dedesignation of certain fuel swap derivative hedge contracts and the ineffectiveness of settled fuel swaps in 2015.

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.

In 2016, we had an income tax expense of $7.2 million compared to $6.8 million in 2015.

[removed: _Interest] [added: Interest] Rate [removed: Risk_][added: Risk]

The notional amount of outstanding debt associated with the interest rate swap agreements [added: was $218.6 million] as of December 31, [removed: 2017 was $218.6 million.][added: 2017.]

Based on our December 31, [removed: 2017] [added: 2018] outstanding variable rate debt balance, a one percentage point increase in annual LIBOR interest rates would increase our annual interest expense by approximately [removed: $29.4] [added: $18.4] million excluding the effects of capitalization of interest.

[removed: _Foreign] [added: Foreign] Currency Exchange Rate [removed: Risk_][added: Risk]

As of December 31, [removed: 2017,] [added: 2018,] 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.

[removed: The] [added: As of December 31, 2017, the] payments not hedged [removed: aggregate] [added: aggregated] €3.3 billion, or $4.0 [removed: billion] [added: billion,] based on the euro/U.S. dollar exchange rate as of December 31, 2017.

We estimate that a 10% change in the euro as of December 31, [removed: 2017] [added: 2018] would result in a [removed: $0.4] [added: $0.3] billion change in the U.S. dollar value of the foreign currency denominated remaining payments.

[removed: _Fuel] [added: Fuel] Price [removed: Risk_][added: Risk]

Fuel expense, as a percentage of our total cruise operating expense, was [removed: 11.8%] [added: 11.6%] for [removed: each of] the [removed: twelve months] [added: year] ended December 31, [removed: 2017 and 2016] [added: 2018] and [removed: 13.5%] [added: 11.8%] for [added: each of] the [removed: twelve months] [added: years] ended December 31, [removed: 2015.][added: 2017 and 2016.]

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, [removed: 2017,] [added: 2018,] we had hedged approximately [removed: 65%, 48%] [added: 57%, 53%] and [removed: 26%] [added: 33%] of our [removed: 2018, 2019] [added: 2019, 2020] and [removed: 2020, respectively,] [added: 2021] projected metric tons of fuel [removed: purchases.][added: purchases, respectively.]

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2018] [added: 2019] fuel expense by [removed: $38.0] [added: $40.5] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements of [removed: $20.6] [added: $20.1] million.

As of December 31, 2018, we had interest rate swap agreements to manage our interest expense by hedging the interest rate risks associated with variable rates on our outstanding borrowings.

As of December 31, 2018, 72% of our debt was fixed and 28% was variable, which includes the effects of the interest rate swaps.

The notional amount of our outstanding debt associated with the interest rate swap agreements was $1.0 billion as of December 31, 2018.

The change from December 31, 2017 to December 31, 2018 was due to additional interest rate swaps executed and the repayment of variable rate debt.

| | 48 | |

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

The payments not hedged aggregate €2.2 billion, or $2.5 billion based on the euro/U.S. dollar exchange rate as of December 31, 2018.

The change from December 31, 2017 to December 31, 2018 was due to the delivery of a ship in April 2018 and additional foreign exchange derivatives executed.

As of December 31, 2017, we had hedged approximately 65%, 48% and 26% of our 2018, 2019 and 2020 projected metric tons of fuel purchases, respectively.

The change in fuel price risk from December 31, 2017 to December 31, 2018 was due to additional fuel hedges executed.

As of December 31, 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: 2017,] [added: 2018,] we had [removed: 25] [added: 26] ships with approximately [removed: 50,400] [added: 54,400] Berths.

We plan to introduce [removed: seven] [added: 11] additional ships through [removed: 2025 and we have an option to introduce two additional ships for delivery in 2026 and] 2027, subject to certain conditions.

In [removed: connection with the consummation of the IPO,] [added: January 2013, NCLH completed its IPO and] the [removed: Sponsors’] ordinary shares [removed: in NCLC] [added: of NCLC, which] were [added: owned entirely by the Sponsors, were] exchanged for the ordinary shares of NCLH, and NCLH became the owner of 100% of the ordinary shares and parent company of NCLC (the “Corporate Reorganization”).

The Corporate Reorganization was [removed: effected] [added: affected] solely for the purpose of reorganizing our corporate structure.

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

Farkas, the Company’s [removed: Senior] [added: Executive] Vice [removed: President and] [added: President,] General [removed: Counsel,] [added: Counsel and Assistant Secretary,] is our agent for service of process at our principal executive offices.

Norwegian [removed: Bliss and Norwegian] Encore [removed: are] [added: is] on order for delivery in the [removed: spring of 2018 and] fall of [removed: 2019, respectively.][added: 2019.]

We [removed: also] have [removed: an] [added: two] Explorer Class [removed: Ship,] [added: Ships,] Seven Seas [removed: Splendor,] [added: Splendor and one additional ship,] on order for delivery in the winter of [removed: 2020.][added: 2020 and fall of 2023, respectively.]

Project Leonardo will introduce an additional [removed: four] [added: six] ships with expected delivery dates [added: from 2022] through [removed: 2025.][added: 2027.]

These additions to our fleet [removed: (exclusive of the option for two additional ships)] will increase our total Berths to approximately [removed: 72,300.][added: 82,000.]

The following table presents information about our ships and their primary areas of operation based on current [added: and future] itineraries, which are subject to change.

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

| Norwegian Bliss [removed: (2)] | | 2018 | | Alaska, Bahamas, [removed: Caribbean] [added: Caribbean, Central America, Mexico-Pacific, U.S. East Coast. U.S. West Coast] |

| Norwegian Escape | | 2015 | | [removed: Caribbean,] Bahamas, [removed: Mexico,] Bermuda, [removed: Canada,] [added: Canada &] New [removed: England] [added: England, Caribbean, Europe, U.S. West Coast] |

| Norwegian Breakaway | | 2013 | | [removed: Caribbean,] Bahamas, [removed: Europe] [added: Bermuda, Canada & New England, Caribbean, Europe, U.S. East Coast] |

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

| Norwegian Gem | | 2007 | | Bahamas, [removed: Caribbean, Canada,] [added: Bermuda, Canada &] New [removed: England] [added: England, Caribbean, Central America, Mexico-Pacific, U.S. East Coast, U.S. West Coast] |

| Norwegian [removed: Jade] [added: Pearl] | | 2006 | | [removed: Europe, Caribbean, Panama Canal, Mexico, Canada,] [added: Alaska, Bahamas, Bermuda, Canada &] New England, [removed: Bahamas] [added: Caribbean, Central America, Europe, Mexico-Pacific, U.S. West Coast] |

| Norwegian Jewel | | 2005 | | Alaska, [removed: Pacific Coastal, South Pacific, Australia,] [added: Asia, Australia &] New Zealand, [removed: Asia] [added: Hawaii, South Pacific, U.S. West Coast] |

| Norwegian Dawn | | 2002 | | [added: Bahamas,] Bermuda, [removed: Caribbean, Canada,] [added: Canada &] New England, [removed: Mexico] [added: Caribbean, Europe U.S. East Coast] |

| Norwegian Star | | 2001 | | [removed: Caribbean,] [added: Bahamas, Bermuda, Central America,] Europe, [removed: Mexico, Panama Canal,] [added: Mexico-Pacific,] South [removed: America] [added: America, U.S. West Coast] |

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

| Norwegian Spirit | | 1998 | | [added: Africa, Asia,] Europe |

| Oceania Riviera | | 2012 | | [removed: Caribbean, Europe,] Bahamas, [removed: Bermuda] [added: Bermuda, Canada & New England, Caribbean, Central America, Cuba, Europe] |

| Oceania Marina | | 2011 | | [added: Bermuda, Canada & New England, Europe, Hawaii, Mexico-Pacific,] South America, [removed: Panama Canal, Mexico,] South [removed: Pacific, Europe, Caribbean, Canada, Hawaii] [added: Pacific] |

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

| Oceania Sirena [removed: (3)] | | 1999 | | [added: Bahamas, Bermuda, Canada & New England,] Caribbean, [removed: South] [added: Central] America, [removed: Panama Canal, Europe, Bermuda,] Cuba, [removed: Bahamas, Mexico] [added: Europe, South America, U.S. West Coast] |

| Oceania Regatta | | 1998 | | [removed: Caribbean, Panama Canal, South America,] Alaska, [removed: Mexico, Australia,] [added: Asia, Australia &] New Zealand, [removed: Asia, Hawaii, South Pacific,] [added: Central America,] Cuba, [removed: Bahamas] [added: Hawaii, Mexico-Pacific, U.S. West Coast] |

| Oceania Insignia | | 1998 | | [removed: Caribbean, South America,] [added: Africa, Alaska,] Asia, [removed: South Pacific, Australia,] [added: Australia &] New Zealand, [removed: Canada,] [added: Bahamas, Bermuda, Canada &] New England, [removed: Bermuda, Bahamas, Africa, Panama Canal, Mexico,] [added: Caribbean, Central America,] Cuba, [removed: Hawaii] [added: Europe, Hawaii, Mexico-Pacific, South America, South Pacific, U.S. East Coast, U.S. West Coast] |

| Seven Seas Voyager | | 2003 | | [removed: Asia, Europe, Australia,] [added: Africa, Australia &] New Zealand, [removed: Cuba, Bermuda,] Caribbean, [removed: Mexico] [added: Cuba, Europe, South America] |

| Seven Seas Mariner | | 2001 | | [added: Africa, Alaska, Asia, Australia & New Zealand,] Caribbean, [added: Cuba, Europe,] South America, [removed: Panama Canal, Canada, Alaska, Cuba,] South Pacific, [removed: Hawaii, Bermuda, Europe, Mexico, Australia, New Zealand] [added: U.S. West Coast] |

| Seven Seas Navigator | | 1999 | | [removed: Caribbean, Panama Canal, Canada, New England,] [added: Africa,] Asia, [added: Australia & New Zealand,] Bermuda, [added: Caribbean, Cuba,] Europe, South [added: America, South] Pacific, [removed: Australia, New Zealand, Cuba, Mexico, Hawaii, Africa] [added: U.S. West Coast] |

| | (1) | The table above does not include an additional [removed: six] [added: 9] ships on order. |

Norwegian’s suites range from [removed: two bedroom] [added: two-bedroom] family suites to penthouses and owner suites, as well as three bedroom Garden Villas measuring up to 6,694 square feet.

The spacious and elegant accommodations on Oceania Cruises’ six award-winning ships, the 684-Berth Regatta, Insignia, Sirena and Nautica, and the 1,250-Berth Marina and Riviera, range from [removed: 160-square] [added: 143-square] foot inside staterooms to opulent 2,030-square foot owner suites.

Oceania Cruises and Regent are known for their quality of service, including some of the highest crew-to-guest ratios in the industry and a staff trained to deliver personalized and attentive [removed: service in a country club, casual setting.][added: service.]

This destination in Southern Belize features Belize’s only cruise ship pier, expansive [removed: seven acre] [added: seven-acre] white sand beach, 15,000 sq.

In terms of newbuild capital expenditures, the cash flow impact is mitigated as we have obtained export credit financing for the ships which is expected to fund approximately 80% of the contract price of each ship expected to be delivered through [removed: 2025,] [added: 2027,] subject to certain conditions.

[added: | Frank J.] Del Rio [removed: is our] [added: | | 64 | | Director,] President and Chief Executive Officer [removed: of NCLH.][added: |]

[added: |] Andrew Stuart [removed: is our] [added: | | 55 | |] President and Chief Executive [removed: Officer of our] [added: Officer,] Norwegian [removed: brand.][added: brand |]

Norwegian commenced operations from Miami in 1966, launching the modern cruise industry by offering weekly departures from Miami to the Caribbean.

As of December 2018, the Sponsors no longer own any NCLH ordinary shares.

We have two Allura Class Ships on order for delivery in the winter of 2022 and spring of 2025.

| Norwegian Encore (2) | | 2019 | | Bahamas, Bermuda, Canada & New England, Caribbean, Central America |

| Norwegian Joy | | 2017 | | Alaska, Asia, Bahamas, Caribbean, Central America, Mexico-Pacific, U.S. West Coast |

| Norwegian Getaway | | 2014 | | Bahamas, Bermuda, Caribbean, Central America, Europe, U.S. East Coast |

| Norwegian Jade | | 2006 | | Asia, Bahamas, Bermuda, Caribbean, Central America, Europe |

| Seven Seas Splendor (3) Seven Seas Explorer | | 2020 2016 | | Caribbean, Cuba, Europe Africa, Alaska, Asia, Australia & New Zealand, Caribbean, Cuba, Europe, South America |

| | (2) (3) | Norwegian Encore is scheduled for delivery in the fall of 2019. Seven Seas Splendor is scheduled for delivery in the winter of 2020. |

| | | |

For the Regent brand, we have orders for two Explorer Class Ships, Seven Seas Splendor and an additional ship, to be delivered in 2020 and 2023, respectively.

Each of the Explorer Class Ships will be approximately 55,000 Gross Tons and 750 Berths.

For the Oceania Cruises brand, we have orders for two Allura Class Ships to be delivered in 2022 and 2025.

Each of the Allura Class Ships will be approximately 67,000 Gross Tons and 1,200 Berths.

We take this opportunity to upgrade the vessels in all areas of both guest-facing services and innovative compliance technology.

ECAs have also been established to limit emissions of oxides of nitrogen from newly built ships.

Applicable vessels sailing in specific itineraries have also been upgraded with ballast water treatment systems to further prevent the spread of invasive species.

Our renewal application for Glacier Bay National Park and Preserve was submitted in 2018.

The Company completed the accounting for the tax effects of enactment of the Act.

| | 20 | |

We have agreed to develop, in conjunction with PortMiami, a new terminal, which will be our primary facility at the port.

| | · | an agreement with the Huna Totem Corporation to develop a second pier in Icy Strait Point, Alaska, which includes preferential berthing rights. |

| | 21 | |

Mark A.

Prior to that, he served as Interim Chief Financial Officer from March 2018 to August 2018 and as NCLH’s Senior Vice President, Finance, from November 2014 to August 2018.

From September 2008 to November 2014, he served as Vice President, Corporate and Capital Planning, and was an instrumental figure in the completion of NCLH’s IPO in 2013.

From January 2007 to August 2008, he served as Director, Corporate and Capital Planning.

From January 2003 to December 2006, he served as Director, Newbuild Cost and Control.

In this role, he spent almost three years representing the financial interests of the Company’s expansive newbuild program while positioned overseas in Germany.

From May 1998 to December 2002, he served in various roles in accounting and internal audit.

Prior to joining the Company, Mr. Kempa served as the Assistant Controller for International Voyager Media, a travel portfolio company.

Mr. Kempa holds a Bachelor’s degree in Accounting from Barry University.

Prior to that, he served as Executive Vice President, International Business Development from May 2015 to January 2019.

| | 22 | |

Farkas has served as Executive Vice President and General Counsel of NCLH since January 2019.

| | 23 | |

We are a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands.

Norwegian commenced operations from Miami in 1966.

In February 2000, Genting HK acquired control of and subsequently became the sole owner of the Norwegian operations.

In January 2008, the Apollo Holders acquired 50% of the outstanding ordinary share capital of NCLC.

As part of this investment, the Apollo Holders assumed control of NCLC’s Board of Directors.

Also, in January 2008, the TPG Viking Funds acquired, in the aggregate, 12.5% of NCLC’s outstanding share capital from the Apollo Holders.

In January 2013, NCLH completed its IPO, pursuant to which it sold 27,058,824 ordinary shares for net proceeds, after deducting underwriting discounts and commissions and expenses, of approximately $473.9 million.

NCLH had not, prior to the completion of the Corporate Reorganization, conducted any activities other than those incidental to its formation and to prepare for the Corporate Reorganization and the IPO.

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.

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

Norwegian has been named “North America’s Leading Cruise Line” for the second time, along with being honored as the “Caribbean’s Leading Cruise Line” for the fifth consecutive year and “Europe’s Leading Cruise Line” for the tenth consecutive year at the 2017 World Travel Awards.

In 2016, Norwegian also received awards for “World’s Leading Large Ship Cruise Line” for the fifth consecutive 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 Cruises offers the finest cuisine at sea and immersive destination experiences with destination-rich itineraries spanning the globe.

Oceania Cruises operates a fleet of six mid-size ships, including two 1,250-Berth O-Class Ships, and four 684-Berth R-Class Ships.

Oceania Cruises is ranked as one of the world’s best cruise lines by Condé Nast Traveler and Travel + Leisure.

Oceania Cruises was awarded “Best Cabins,” “Best Dining,” “Best Fitness & Recreation,” “Best Public Rooms” and “Best Service” in the Cruise Critic Cruisers’ Choice Awards for 2017 and “Best Luxury Cruise Line for Dining” in Cruise Critic Cruisers’ 2016 Editors’ Picks along with “Best for Food,” “Best for On-Shore Excursions” and “Best for Suites” in the 2016 Town & Country Cruise Awards.

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

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

The brand operates four award-winning ships, totaling 2,640 Berths.

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 2016, Cruise Critic recognized Seven Seas Explorer as the Best New Luxury Ship and Porthole Cruise Magazine recognized Seven Seas Explorer as the Best Luxury Ship.

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

| Norwegian Joy | | 2017 | | Asia |

| Norwegian Getaway | | 2014 | | Caribbean, Bahamas, Mexico |

| Norwegian Pearl | | 2006 | | Alaska, Bahamas, Caribbean, Pacific Coastal, Panama Canal, Mexico |

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

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

| | (3) | Sirena was refurbished and joined our fleet in 2016. |

| | 6 | |

Frank J.

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

Prior to this, he had been responsible for the financial and strategic development of Prestige.

Mr. Del Rio founded Oceania Cruises in October 2002 and played a vital role in the development of Renaissance Cruises from 1993 to 2001.

Mr. Stuart joined Norwegian in 1988 and has held several Senior Management positions in Sales, Marketing and Passenger Services during his tenure before becoming President and Chief Executive Officer.

Mr. Binder and Mr. Montague were instrumental in launching Oceania Cruises in 2002 and are widely regarded as its co-founders.

On September 21, 2018, a purported class-action lawsuit was filed by Marta and Jerry Phillips and others against NCL Corporation Ltd. in the United States District Court for the Southern District of Florida relating to the marketing and sales of our Booksafe Travel Protection Plan.

The plaintiffs purport to represent an alleged class of passengers who purchased Booksafe Travel Protection Plans.

The complaint alleges that the Company concealed that it received proceeds on the sale of the travel insurance portion of the plan.

The complaint seeks an unspecified amount of damages, fees and costs.

We believe we have meritorious defenses to the claim and that any liability which may arise as a result of this action will not have a material impact on our consolidated financial statements.

10-K 1 [removed: tv486495_10k.htm] [added: tv513897_10k.htm] FORM 10-K

For the fiscal year ended December 31, [removed: 2017][added: 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T [removed: (§232.405] [added: (§ 232.405] of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K [added: (§ 229.405 of this chapter)] is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

| Non-accelerated filer | ¨ [removed: (Do not check if a smaller reporting company)] | Smaller reporting company | ¨ |

As of June [removed: 30, 2017,] [added: 29, 2018,] 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 [removed: Nasdaq] [added: New York] Stock [removed: Market] [added: Exchange] was [removed: $9.0] [added: $9.7] billion.

There were [removed: 228,662,733] [added: 217,727,855] ordinary shares outstanding as of February [removed: 16, 2018.][added: 15, 2019.]

Portions of the Proxy Statement for the registrant’s [removed: 2018] [added: 2019] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2017,] [added: 2018,] are incorporated by reference in Part III herein.

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

| [Item [removed: 1.](#c_02)] [added: 1.](#a_002)] | [removed: [Business](#c_02)] [added: [Business](#a_002)] | [removed: [5](#c_02)] [added: [7](#a_002)] |

| [Item [removed: 1A.](#c_03)] [added: 1A.](#a_003)] | [Risk [removed: Factors](#c_03)] [added: Factors](#a_003)] | [removed: [20](#c_03)] [added: [24](#a_003)] |

| [Item [removed: 1B.](#c_04)] [added: 1B.](#a_004)] | [Unresolved Staff [removed: Comments](#c_04)] [added: Comments](#a_004)] | [removed: [29](#c_04)] [added: [33](#a_004)] |

| [Item [removed: 2.](#c_05)] [added: 2.](#a_005)] | [removed: [Properties](#c_05)] [added: [Properties](#a_005)] | [removed: [29](#c_05)] [added: [33](#a_005)] |

| [Item [removed: 3.](#c_06)] [added: 3.](#a_006)] | [Legal [removed: Proceedings](#c_06)] [added: Proceedings](#a_006)] | [removed: [29](#c_06)] [added: [34](#a_006)] |

| [Item [removed: 4.](#c_07)] [added: 4.](#a_007)] | [Mine Safety [removed: Disclosures](#c_07)] [added: Disclosures](#a_007)] | [removed: [29](#c_07)] [added: [34](#a_007)] |

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

| [Item [removed: 5.](#c_09)] [added: 5.](#a_009)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#c_09)] [added: Securities](#a_009)] | [removed: [30](#c_09)] [added: [35](#a_009)] |

| [Item [removed: 6.](#c_10)] [added: 6.](#a_010)] | [Selected Financial [removed: Data](#c_10)] [added: Data](#a_010)] | [removed: [31](#c_10)] [added: [36](#a_010)] |

| [Item [removed: 7.](#c_11)] [added: 7.](#a_011)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#c_11)] [added: Operations](#a_011)] | [removed: [32](#c_11)] [added: [37](#a_011)] |

| [Item [removed: 7A.](#c_12)] [added: 7A.](#a_012)] | [removed: [Qualitative] [added: [Quantitative] and [removed: Quantitative] [added: Qualitative] Disclosures about Market [removed: Risk](#c_12)] [added: Risk](#a_012)] | [removed: [43](#c_12)] [added: [48](#a_012)] |

| [Item [removed: 8.](#c_13)] [added: 8.](#a_013)] | [Financial Statements and Supplementary [removed: Data](#c_13)] [added: Data](#a_013)] | [removed: [43](#c_13)] [added: [49](#a_013)] |

| [Item [removed: 9.](#c_14)] [added: 9.](#a_014)] | [Changes In and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#c_14)] [added: Disclosure](#a_014)] | [removed: [43](#c_14)] [added: [49](#a_014)] |

| [Item [removed: 9A.](#c_15)] [added: 9A.](#a_015)] | [Controls and [removed: Procedures](#c_15)] [added: Procedures](#a_015)] | [removed: [43](#c_15)] [added: [50](#a_015)] |

| [Item [removed: 9B.](#c_16)] [added: 9B.](#a_016)] | [Other [removed: Information](#c_16)] [added: Information](#a_016)] | [removed: [44](#c_16)] [added: [50](#a_016)] |

| [PART [removed: III](#c_17)] [added: III](#a_017)] | | |

| [Item [removed: 10.](#c_18)] [added: 10.](#a_018)] | [Directors, Executive Officers and Corporate [removed: Governance](#c_18)] [added: Governance](#a_018)] | [removed: [45](#c_18)] [added: [51](#a_018)] |

| [Item [removed: 11.](#c_19)] [added: 11.](#a_019)] | [Executive [removed: Compensation](#c_19)] [added: Compensation](#a_019)] | [removed: [45](#c_19)] [added: [51](#a_019)] |

| [Item [removed: 12.](#c_20)] [added: 12.](#a_020)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#c_20)] [added: Matters](#a_020)] | [removed: [45](#c_20)] [added: [51](#a_020)] |

| [Item [removed: 13.](#c_21)] [added: 13.](#a_021)] | [Certain Relationships and Related [removed: Transactions] [added: Transactions,] and Director [removed: Independence](#c_21)] [added: Independence](#a_021)] | [removed: [45](#c_21)] [added: [51](#a_021)] |

| [Item [removed: 14.](#c_22)] [added: 14.](#a_022)] | [Principal Accounting Fees and [removed: Services](#c_22)] [added: Services](#a_022)] | [removed: [45](#c_22)] [added: [51](#a_022)] |

| [PART [removed: IV](#c_23)] [added: IV](#a_023)] | | |

| [Item [removed: 15.](#c_24)] [added: 15.](#a_024)] | [Exhibits, Financial Statement [removed: Schedules](#c_24)] [added: Schedules](#a_024)] | [removed: [46](#c_24)] [added: [52](#a_024)] |

| [Item [removed: 16.](#c_25)] [added: 16.](#a_025)] | [Form 10-K [removed: Summary](#c_25)] [added: Summary](#a_025)] | [removed: [52](#c_25)] [added: [59](#a_025)] |

| [removed: [Signatures](#c_26)] [added: [Signatures](#a_026)] | | [removed: [53](#c_26)] [added: [60](#a_026)] |

Unless otherwise indicated or the context otherwise requires, references in this 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., (iv)“Norwegian Cruise Line” or “Norwegian” refers to the Norwegian Cruise Line brand and its predecessors, (v) “Prestige” refers to Prestige Cruises International [removed: S] [added: S.] de R.L. (formerly Prestige Cruises International, Inc.), together with its consolidated subsidiaries, including Prestige Cruise Holdings S. de R.L. (formerly Prestige Cruise Holdings, Inc.), Prestige’s direct wholly-owned subsidiary, which in turn is the parent of Oceania Cruises S. de R.L. (formerly Oceania Cruises, Inc.) (“Oceania Cruises”) and Seven Seas Cruises S. [added: 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), (vi) “Apollo” refers to Apollo Global Management, LLC, its subsidiaries and the affiliated funds it manages, (vii) “TPG” refers to certain affiliates of TPG Global, LLC, (viii) “Genting HK” refers to Genting Hong Kong Limited and/or its affiliates, and (ix) “Sponsors” refers to Apollo, TPG and/or Genting HK.]

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

· _Constant Currency._ A calculation whereby foreign currency-denominated revenue and expenses in a period are converted at the U.S. dollar exchange rate of a comparable period [removed: in order] to eliminate the effects of foreign exchange fluctuations.

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

· _Gross Tons._ A unit of enclosed passenger space on a cruise ship, such that one gross ton [removed: =] [added: equals] 100 cubic feet or 2.831 cubic meters.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

· _Allura Class Ships._ Oceania Cruises’ two ships on order.

| | · | evolving requirements and regulations regarding data privacy and protection and any actual or perceived compliance failures by us; |

| | 5 | |

| | 6 | |

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

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), (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 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., 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 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., (vii) “TPG” refers to TPG 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, (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 (ix) “Sponsor(s)” refers to the Apollo Holders and/or Genting HK, and/or prior to September 2017, the TPG Viking Funds.

| | 1 | |

· _Management NCL Corporation Units._ NCLC’s previously outstanding profits interests issued to management (or former management) of NCLC which were converted into units in NCLC.

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

· _Merger Agreement._ Agreement and Plan of Merger, dated as of September 2, 2014, by and among Prestige, NCLH, Portland Merger Sub, Inc. and Apollo Management, L.P., as amended, for the Acquisition of Prestige.

· _New Revolving Loan Facility_.

| | 2 | |

| | · | the significant portion of our assets pledged as collateral under our existing debt agreements and the ability of our creditors to accelerate the repayment of our indebtedness; |

| | · | future changes relating to how external distribution channels sell and market our cruises; |

NCLH’s principal executive offices are located in Miami, Florida where we lease approximately [removed: 313,600] [added: 335,900] square feet of facilities.

We lease approximately (i) [removed: 24,300] [added: 31,200] square feet of office space [added: over 2 locations] in Sunrise, Florida for sales; (ii) [removed: 13,900] [added: 19,200] square feet of office space in Southampton, England for [removed: sales] [added: sales, marketing, operations,] and [removed: marketing] [added: other administrative activity] in the U.K. and Ireland; (iii) [removed: 14,900] [added: 12,200] square feet of office space in Wiesbaden, Germany for sales and marketing in Europe; (iv) [removed: 31,000] [added: 28,000] square feet of office space in Phoenix, Arizona for a call center; (v) 17,600 square feet in Omaha, Nebraska for a call center; and (vi) 46,000 square feet of warehouse space in Tampa, Florida for entertainment theatrical production.

We operate a cruise destination in Belize, Harvest Caye.

| | 33 | |

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

We developed a cruise destination in Belize, Harvest Caye, which was introduced in November 2016.

| | 34 | |

| | 29 | |

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

As of February [removed: 16, 2018,] [added: 15, 2019,] there were [removed: 264] [added: 245] record holders of NCLH’s ordinary shares.

[removed: NCLH] [added: Repurchases under the Repurchase Program] may [removed: make repurchases] [added: take place] in the open [removed: market,] [added: market or] in privately negotiated transactions, [removed: in accelerated repurchase programs or in] [added: including] structured [added: and derivative transactions such as accelerated] share repurchase [removed: programs,] [added: transactions] and [removed: any repurchases] may be made [removed: pursuant to] [added: under a] Rule 10b5-1 [removed: plans.][added: plan.]

The following graph shows a comparison [removed: (from January 18, 2013, the date our ordinary shares commenced trading through December 31, 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.

The Stock Performance Graph assumes [removed: for comparison] that [added: $100 was invested at] the [removed: value] [added: closing price] of our ordinary shares [added: on the Nasdaq] and [removed: of] [added: in] each index [removed: was $100 prior to] [added: on] the [removed: commencement of] [added: last] trading [removed: on January 18,] [added: day of fiscal] 2013.

[removed: ][added: ]

NCLH does not currently pay dividends to its shareholders.

On April 17, 2018, the Board of Directors of NCLH approved a three-year share repurchase program under which NCLH may purchase up to $1.0 billion of its ordinary shares (the “Repurchase Program”).

Pursuant to the Repurchase Program, NCLH may repurchase its ordinary shares from time to time, in amounts, at prices and at such times as it deems appropriate, subject to market conditions and other considerations.

Share repurchase activity during the three months ended December 31, 2018 was as follows:

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

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

| October 1, 2018 – October 31, 2018 | | | — | | | $ | — | | | $ | 800,000 | |

| November 1, 2018 – November 30, 2018 | | | 2,354 | | | $ | 49.40 | | | $ | 683,694 | |

| December 1, 2018 – December 31, 2018 | | | 1,683 | | | $ | 50.50 | | | $ | 598,694 | |

| Total for the three months ended December 31, 2018 | | | 4,037 | | | $ | 49.86 | | | $ | 598,694 | |

| | 35 | |

2017

| | | High | | | | Low | | |

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

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

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

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

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

2016

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

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

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

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

We intend to retain all currently available funds and as much as necessary of future earnings in order to fund the continued development and growth of our business.

Our debt agreements also impose restrictions on the ability of our subsidiaries to pay distributions to NCLH and NCLH’s ability to pay dividends to its shareholders.

On April 29, 2014, NCLH’s Board of Directors authorized, and NCLH announced, a three-year share repurchase program for up to $500.0 million.

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

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

| | 30 | |

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

The [added: consolidated] 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 consummated.

| (in thousands, except share data, per share data and operating data) | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Total revenue | | $ | [removed: 5,396,175] [added: 6,055,126] | | | $ | [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] | |

| Operating income | | $ | [removed: 1,048,819] [added: 1,219,061] | | | $ | [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] | |

| Net income | | $ | [removed: 759,872] [added: 954,843] | | | $ | [removed: 633,085] [added: 759,872] | | | $ | [removed: 427,137] [added: 633,085] | | | $ | [removed: 342,601] [added: 427,137] | | | $ | [removed: 102,886] [added: 342,601] | |

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

| Net income attributable to Norwegian Cruise Line Holdings Ltd. | | $ | [removed: 759,872] [added: 954,843] | | | $ | [removed: 633,085] [added: 759,872] | | | $ | [removed: 427,137] [added: 633,085] | | | $ | [removed: 338,352] [added: 427,137] | | | $ | [removed: 101,714] [added: 338,352] | |

| Basic | | $ | [removed: 3.33] [added: 4.28] | | | $ | [removed: 2.79] [added: 3.33] | | | $ | [removed: 1.89] [added: 2.79] | | | $ | [removed: 1.64] [added: 1.89] | | | $ | [removed: 0.50] [added: 1.64] | |

| Diluted | | $ | [removed: 3.31] [added: 4.25] | | | $ | [removed: 2.78] [added: 3.31] | | | $ | [removed: 1.86] [added: 2.78] | | | $ | [removed: 1.62] [added: 1.86] | | | $ | [removed: 0.49] [added: 1.62] | |

| Basic | | | [removed: 228,040,825] [added: 223,001,739] | | | | [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] | |

| Diluted | | | [removed: 229,418,326] [added: 224,419,205] | | | | [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] | |

| Total assets | | $ | [removed: 14,094,869] [added: 15,205,970] | | | $ | [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] | |

| Property and equipment, net | | $ | [removed: 11,040,488] [added: 12,119,253] | | | $ | [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] | |

| Long-term debt, including current portion | | $ | [removed: 6,307,765] [added: 6,492,091] | | | $ | [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] | |

| Total shareholders’ equity | | $ | [removed: 5,749,766] [added: 5,963,001] | | | $ | [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] | |

| Passengers carried | | | [removed: 2,519,324] [added: 2,795,101] | | | | [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] | |

| Passenger Cruise Days | | | [removed: 18,523,030] [added: 20,276,568] | | | | [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] | |

| Capacity Days | | | [removed: 17,363,422] [added: 18,841,678] | | | | [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] | |

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

| | 36 | |

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

The Corporate Reorganization is reflected in NCLH’s financial statements for the first time in the quarter ended March 31, 2013.

| | 31 | |

Our [added: Consolidated] Financial Statements and Quarterly Selected Financial Data are included beginning on page F-1 of this report.

| | 49 | |

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

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: 2017.][added: 2018.]

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: 2017] [added: 2018,] to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the [removed: Securities] Exchange Act [removed: of 1934, as amended,] is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the [removed: Securities and Exchange Commission,] [added: SEC,] 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 [added: required disclosure.]

Management’s [added: Annual] Report on Internal Control over Financial Reporting

Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] has been audited by PricewaterhouseCoopers LLP, an independent registered 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: 2017] [added: 2018] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| | 43 | |

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

required disclosure.

| | 50 | |

| | 44 | |

Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this [removed: annual report on Form 10-K] [added: Annual Report] and except as disclosed below with respect to our Code of [added: Ethical] Business [removed: Conduct and Ethics,] [added: Conduct,] 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: 2017] [added: 2018] in connection with our [removed: 2018] [added: 2019] 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 the [removed: New York Stock Exchange.][added: NYSE.]

None of the websites referenced in this [removed: annual report on Form 10-K] [added: Annual Report] or the information contained therein is incorporated herein by reference.

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: 2017] [added: 2018] in connection with our [removed: 2018] [added: 2019] 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: 2017] [added: 2018] in connection with our [removed: 2018] [added: 2019] 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: 2017] [added: 2018] in connection with our [removed: 2018] [added: 2019] 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: 2017] [added: 2018] in connection with our [removed: 2018] [added: 2019] Annual General Meeting of Shareholders.

| | 51 | |

| | 45 | |

Schedule II: Valuation and Qualifying Accounts for the three years ended December 31, [removed: 2017] [added: 2018] are included on page [removed: 54.][added: 61.]

| [removed: [2.1](http://www.sec.gov/Archives/edgar/data/1513761/000157104914004423/t1401708_ex2-1.htm)] [added: [10.65](http://www.sec.gov/Archives/edgar/data/1513761/000114420418048925/tv502597_ex10-1.htm)] | | [removed: [Agreement and Plan of Merger, dated as of September 2, 2014,] [added: [Employment Agreement] by and [removed: among Prestige Cruises International, Inc., Norwegian Cruise Line Holdings Ltd., Portland Merger Sub, Inc.] [added: between NCL (Bahamas) Ltd.] and [removed: Apollo Management, L.P.] [added: Mark Kempa, entered into on September 10, 2018] (incorporated herein by reference to Exhibit [removed: 2.1] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September [removed: 4, 2014] [added: 11, 2018] (File No. [removed: 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000157104914004423/t1401708_ex2-1.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000114420418048925/tv502597_ex10-1.htm)] |

| [removed: [2.2](http://www.sec.gov/Archives/edgar/data/1513761/000157104914004955/t1401941_ex2-1.htm)] [added: [10.67](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015492/t1601395_ex10-1.htm)] | | [removed: [Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 6, 2014, by and among Prestige Cruises International, Inc., Norwegian] [added: [Norwegian] Cruise Line Holdings [removed: Ltd., Portland Merger Sub, Inc.] [added: Ltd. Amended] and [removed: Apollo Management, L.P.] [added: Restated 2013 Performance Incentive Plan] (incorporated herein by reference to Exhibit [removed: 2.1] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: October 8, 2014] [added: May 24, 2016] (File No. [removed: 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000157104914004955/t1401941_ex2-1.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015492/t1601395_ex10-1.htm)] |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1513761/000119312513288200/d565433dex104.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1513761/000157104916019690/t1602589_ex10-1.htm)] | | [removed: [Eleventh Supplemental Deed,] [added: [Supplemental Agreement,] dated [removed: June 21, 2013,] [added: July 26, 2016,] to [removed: €308.0] [added: €590.5] million [removed: Pride of Hawai’i Loan] [added: Breakaway Four Credit Agreement,] dated [removed: as of April 20, 2004 (as amended),] [added: October 12, 2012,] by and among [removed: Pride of Hawaii, LLC,] [added: Breakaway Four, Ltd., as borrower,] NCL Corporation Ltd., as guarantor, NCL [removed: America Holdings, LLC, as shareholder, NCL (Bahamas)] [added: International,] Ltd., as [removed: bareboat charterer, HSBC Bank PLC, as agent] [added: shareholder] and [removed: trustee, KFW] [added: KfW] IPEX-Bank GmbH, as [removed: Hermes agent,] [added: facility agent] and [removed: a syndicate of financial institutions party thereto as lenders] [added: lender] (incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s [removed: report on] Form [removed: 8-K/A] [added: 10-Q] filed on [removed: July 11, 2013] [added: November 9, 2016] (File No. [removed: 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000119312513288200/d565433dex104.htm)] [added: 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000157104916019690/t1602589_ex10-1.htm)] |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1318742/000119312513006091/d458415dex105.htm)] [added: [10.1](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) |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-5.htm)] [added: [10.2](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) |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1318742/000095014407001914/g05791exv4w46.htm)] [added: [10.3](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) |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1318742/000095014408001868/g11904exv4w64.htm)] [added: [10.4](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) |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1318742/000119312511018810/dex1045.htm)] [added: [10.5](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) |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1318742/000119312512447406/d345508dex106.htm)] [added: [10.6](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) |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1513761/000157104915003821/t1500927_ex10-3.htm)] [added: [10.7](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) |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1513761/000157104915006416/t1501698_ex10-2.htm)] [added: [10.8](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) |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015066/t1601208_ex10-5.htm)] [added: [10.9](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) |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-1.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-1.htm)] | | [Amendment No. 11, dated February 8, 2017, 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 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 10, 2017 (File No. 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-1.htm) |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-3.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-3.htm)] | | [Amendment No. 12, dated August 24, 2017, 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 November 9, 2017 (File No. 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-3.htm) |

| [removed: [10.13](https://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-13.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-13.htm)] | | [Amendment No. 13, dated November 30, 2017, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas) [removed: Ltd.#](https://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-13.htm)] [added: Ltd. (incorporated herein by reference to Exhibit 10.13 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2018 (File No. 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-13.htm)] |

| [removed: [10.14](https://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-14.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-14.htm)] | | [Amendment No. 14, dated January 16, 2018, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas) [removed: Ltd.](https://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-14.htm)] [added: Ltd. (incorporated herein by reference to Exhibit 10.14 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2018 (File No. 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-14.htm)] |

| [10.15](http://www.sec.gov/Archives/edgar/data/1513761/000119312513029891/d474597dex101.htm) | | [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 [removed: Overseas](http://www.sec.gov/Archives/edgar/data/1513761/000119312513029891/d474597dex101.htm)] [added: 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))](http://www.sec.gov/Archives/edgar/data/1513761/000119312513029891/d474597dex101.htm)] |

| [added: [10.68](http://www.sec.gov/Archives/edgar/data/1513761/000119312513207830/d518339dex101.htm)] | | [removed: [Partners (Germany) VI, L.P., TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P.] [added: [Form of Notice of Grant of Option] and [removed: TPG Viking AIV III, L.P.] [added: Terms and Conditions of Option] (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: January 30,] [added: May 8,] 2013 (File No. [removed: 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000119312513029891/d474597dex101.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000119312513207830/d518339dex101.htm)] |

| [10.16](http://www.sec.gov/Archives/edgar/data/1513761/000157104914006629/t1402249_ex10-1.htm) | | [Amendment No. 1 to Amended and Restated Shareholders’ Agreement of Norwegian Cruise Line [removed: Holdings,] [added: Holdings] Ltd., dated as of November 19, 2014, by and among Norwegian Cruise Line [removed: Holdings,] [added: Holdings] Ltd., Genting [removed: Honk] [added: 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., [removed: AIG] [added: 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., 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))](http://www.sec.gov/Archives/edgar/data/1513761/000157104914006629/t1402249_ex10-1.htm) |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1318742/000119312511162133/dex1057.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1318742/000119312511162133/dex1057.htm)] | | [€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))+](http://www.sec.gov/Archives/edgar/data/1318742/000119312511162133/dex1057.htm) |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1318742/000119312512447406/d345508dex1013.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1318742/000119312512447406/d345508dex1013.htm)] | | [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))+](http://www.sec.gov/Archives/edgar/data/1318742/000119312512447406/d345508dex1013.htm) |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1318742/000119312511162133/dex1058.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1318742/000119312511162133/dex1058.htm)] | | [€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))+](http://www.sec.gov/Archives/edgar/data/1318742/000119312511162133/dex1058.htm) |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1318742/000119312511018810/dex1059.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1318742/000119312511018810/dex1059.htm)] | | [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))](http://www.sec.gov/Archives/edgar/data/1318742/000119312511018810/dex1059.htm) |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1318742/000119312512447406/d345508dex1014.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1318742/000119312512447406/d345508dex1014.htm)] | | [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))+](http://www.sec.gov/Archives/edgar/data/1318742/000119312512447406/d345508dex1014.htm) |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1318742/000119312513006091/d458415dex1017.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1318742/000119312513006091/d458415dex1017.htm)] | | [€590.5 million Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd. and various other lenders therein defined and a related Guaranty by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.17 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/d458415dex1017.htm) |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1513761/000157104916019690/t1602589_ex10-1.htm)] [added: [10.26](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-33.htm)] | | [Supplemental Agreement, dated [removed: July 26, 2016,] [added: December 22, 2015,] to [removed: €590.5] [added: €665.9] million [removed: Breakaway Four] [added: Seahawk One] Credit Agreement, dated [removed: October 12, 2012,] [added: July 14, 2014,] by and among [removed: Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder] [added: Seahawk One, Ltd.] and [removed: KfW IPEX-Bank GmbH, as facility agent] [added: various other lenders therein defined] and [removed: lender] [added: a related guarantee by NCL Corporation Ltd.] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.33] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 10-K] filed on [removed: November 9,] [added: February 29,] 2016 (File No. [removed: 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000157104916019690/t1602589_ex10-1.htm)] [added: 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-33.htm)] |

| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-24.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-25.htm)] | | [removed: [Third] [added: [Fourth] Amended and Restated Credit Agreement, dated as of [removed: October 10, 2017,] [added: January 2, 2019,] by and among NCL Corporation Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent and a syndicate of other banks party thereto as joint bookrunners, arrangers, co-documentation agents and [removed: lenders#†](https://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-24.htm)] [added: lenders#†](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-25.htm)] |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-33.htm)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-35.htm)] | | [Supplemental Agreement, dated December 22, 2015, to €665.9 million Seahawk [removed: One] [added: Two] Credit Agreement, dated July 14, 2014, by and among Seahawk [removed: One,] [added: Two,] Ltd. and various other lenders therein defined and a related guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit [removed: 10.33] [added: 10.35] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 29, 2016 (File No. [removed: 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-33.htm)] [added: 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-35.htm)] |

| [added: [10.72](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-62.htm)] | | [removed: [10-K] [added: [Form of Director Restricted Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.62 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K] filed on February 29, 2016 (File No. [removed: 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-35.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-62.htm)] |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-72.htm)] [added: [10.28](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-72.htm)] | | [Amendment and Restatement Agreement, dated October 31, 2014, but effective as of November 19, 2014, relating to the loan agreement originally dated July 18, 2008, among Riviera New Build, LLC, as borrower, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers and Crédit Agricole Corporate and Investment Bank as agent and SACE agent (incorporated herein by reference to Exhibit 10.72 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2015 (File No. 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-72.htm) |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-73.htm)] [added: [10.29](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-73.htm)] | | [Guarantee relating to the loan agreement dated July 18, 2008 in respect of the Oceania Riviera, dated October 31, 2014, but effective November 19, 2014, among NCL Corporation Ltd., as guarantor, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers and Crédit Agricole Corporate and Investment Bank as agent (incorporated herein by reference to Exhibit 10.73 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2015 (File No. 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-73.htm) |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-74.htm)] [added: [10.30](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-74.htm)] | | [Amendment and Restatement Agreement, dated October 31, 2014, but effective as of November 19, 2014, relating to the loan agreement originally dated July 18, 2008, among Marina New Build, LLC, as borrower, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers and Crédit Agricole Corporate and Investment Bank as agent and SACE agent (incorporated herein by reference to Exhibit 10.74 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2015 (File No. 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-74.htm) |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-75.htm)] [added: [10.31](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-75.htm)] | | [Guarantee relating to the loan agreement dated July 18, 2008 in respect of the Oceania Marina, dated October 31, 2014, but effective November 19, 2014, among NCL Corporation Ltd., as guarantor, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers and Crédit Agricole Corporate and Investment Bank as agent (incorporated herein by reference to Exhibit 10.75 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2015 (File No. 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-75.htm) |

| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-76.htm)] [added: [10.32](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-76.htm)] | | [Amendment and Restatement Agreement, dated October 31, 2014, but effective as of November 19, 2014, relating to the loan agreement originally dated July 31, 2013, among Explorer New Build, LLC, as borrower, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank plc, KFW IPEX-Bank GmbH, as joint mandated lead arrangers and Crédit Agricole Corporate and Investment Bank as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.76 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2015 (File No. 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-76.htm) |

| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-77.htm)] [added: [10.33](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-77.htm)] | | [Guarantee relating to the loan agreement dated July 31, 2013 in respect of the Seven Seas Explorer, dated October 31, 2014, but effective November 19, 2014, among NCL Corporation Ltd., as guarantor and Crédit Agricole Corporate and Investment Bank as security trustee (incorporated herein by reference to Exhibit 10.77 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2015 (File No. 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-77.htm) |

| [removed: [10.33](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015066/t1601208_ex10-6.htm)] [added: [10.34](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015066/t1601208_ex10-6.htm)] | | [Explorer Class Newbuild Loan Agreement, dated March 30, 2016, among Explorer II New Build, LLC, as borrower, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank plc, KFW IPEX-Bank GmbH, as joint mandated lead arrangers and Crédit Agricole Corporate and Investment Bank as agent and security trustee (incorporated herein by reference to Exhibit 10.6 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_ex10-6.htm) |

| [removed: [10.34](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015066/t1601208_ex10-7.htm)] [added: [10.35](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015066/t1601208_ex10-7.htm)] | | [Guarantee relating to the Explorer Class Newbuild Loan Agreement, dated March 30, 2016, among NCL Corporation Ltd., as guarantor, and Crédit Agricole Corporate and Investment Bank as Security Trustee (incorporated herein by reference to Exhibit 10.7 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_ex10-7.htm) |

| [removed: [10.35](https://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-35.htm)] [added: [10.36](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-35.htm)] | | [Amendment No. 1, dated November 21, 2017, to Leonardo One Loan Agreement, dated April 12, 2017, by and among Leonardo One, Ltd., as borrower, the banks and financial institutions listed in Schedule 1, as lenders, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank plc, KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.p.A., as joint mandated lead arrangers and Crédit Agricole Corporate and Investment Bank as agent and SACE [removed: agent#†](https://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-35.htm)] [added: agent (incorporated herein by reference to Exhibit 10.35 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2018 (File No. 001-35784))+†](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-35.htm)] |

| [removed: [10.36](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-4.htm)] [added: [10.37](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-4.htm)] | | [Guarantee relating to the Leonardo One Loan Agreement, dated April 12, 2017, by and among NCL Corporation Ltd., as guarantor and Crédit Agricole Corporate and Investment Bank as security trustee (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 10, 2017 (File No. 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-4.htm) |

| | 52 | |

| | 53 | |

| [10.17](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-17.htm) | | [Termination Agreement, dated as of December 3, 2018, by and among Norwegian Cruise Line Holdings Ltd., Genting Hong Kong Limited, STAR NCLC Holdings Ltd., NCL Athene LLC, AAA Guarantor – Co-Invest VII, L.P., Apollo Alternative Assets, 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., AIF VI Euro Holdings, L.P., AIF VII Euro Holdings, L.P., Apollo Management VI, L.P., Apollo Management VII, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Germany) VI, L.P. and AAA Guarantor Co-Invest VI (B), L.P.](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-17.htm) |

| | 54 | |

| | 55 | |

| [10.44](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-44.htm) | | [Leonardo Five Loan Agreement, dated as of December 19, 2018, but effective as of January 8, 2019, among Leonardo Five, Ltd., as borrower, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank plc, KFW IPEX-Bank GmbH, Cassa Depositi E Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas as agent and HSBC Corporate Trustee Company (UK) Limited as security trustee#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-44.htm) |

| [10.45](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-45.htm) | | [Guarantee relating to the Leonardo Five Loan Agreement, dated as of December 19, 2018, but effective as of January 8, 2019, among NCL Corporation Ltd., as guarantor, and HSBC Corporate Trustee Company (UK) Limited as security trustee#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-45.htm) |

| [10.46](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-46.htm) | | [Leonardo Six Loan Agreement, dated as of December 19, 2018, but effective as of January 8, 2019, among Leonardo Six, Ltd., as borrower, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank plc, KFW IPEX-Bank GmbH, Cassa Depositi E Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas as agent and HSBC Corporate Trustee Company (UK) Limited as security trustee#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-46.htm) |

| [10.47](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-47.htm) | | [Guarantee relating to the Leonardo Six Loan Agreement, dated as of December 19, 2018, but effective as of January 8, 2019, among NCL Corporation Ltd., as guarantor, and HSBC Corporate Trustee Company (UK) Limited as security trustee#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-47.htm) |

| | 56 | |

| [10.48](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-48.htm) | | [O Class Plus One Loan Agreement, dated as of December 19, 2018, but effective as of January 8, 2019, among O Class Plus One, LLC, as borrower, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank plc, KFW IPEX-Bank GmbH, Cassa Depositi E Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas as agent and HSBC Corporate Trustee Company (UK) Limited as security trustee#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-48.htm) |

| [10.49](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-49.htm) | | [Guarantee relating to the O Class Plus One Loan Agreement, dated as of December 19, 2018, but effective as of January 8, 2019, among NCL Corporation Ltd., as guarantor, and HSBC Corporate Trustee Company (UK) Limited as security trustee#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-49.htm) |

| [10.50](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-50.htm) | | [O Class Plus Two Loan Agreement, dated as of December 19, 2018, but effective as of January 8, 2019, among O Class Plus Two, LLC, as borrower, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank plc, KFW IPEX-Bank GmbH, Cassa Depositi E Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas as agent and HSBC Corporate Trustee Company (UK) Limited as security trustee#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-50.htm) |

| [10.51](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-51.htm) | | [Guarantee relating to the O Class Plus Two Loan Agreement, dated as of December 19, 2018, but effective as of January 8, 2019, among NCL Corporation Ltd., as guarantor, and HSBC Corporate Trustee Company (UK) Limited as security trustee#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-51.htm) |

| [10.52](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-52.htm) | | [$230 million Credit Agreement, dated January 10, 2019, among NCL Corporation Ltd., as borrower, Nordea Bank ABP, New York Branch, as administrative agent and collateral agent and the other lenders party thereto as joint bookrunners, arrangers, co-documentation agents and lenders#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-52.htm) |

| [10.53](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-53.htm) | | [Explorer III New Build Loan Agreement, dated as of December 19, 2018, but effective as of January 15, 2019, among Explorer III New Build, LLC, as borrower, the banks and financial institutions listed in Schedule 1 as lenders, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank plc, KFW IPEX-Bank GmbH, Cassa Depositi E Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas as agent and HSBC Corporate Trustee Company (UK) Limited as security trustee#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-53.htm) |

| [10.54](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-54.htm) | | [Guarantee relating to the Explorer III New Build Loan Agreement, dated as of December 19, 2018, but effective as of January 15, 2019, among NCL Corporation Ltd., as guarantor, and HSBC Corporate Trustee Company (UK) Limited as security trustee#](https://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-54.htm) |

| | 57 | |

| | 58 | |

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| | 46 | |

| | 47 | |

| [10.26](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-35.htm) | | [Supplemental Agreement, dated December 22, 2015, to €665.9 million Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd. and various other lenders therein defined and a related guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 10.35 to Norwegian Cruise Line Holdings Ltd.’s Form](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-35.htm) |

| | 48 | |

| | 49 | |

| | 50 | |

| [10.52](http://www.sec.gov/Archives/edgar/data/1318742/000119312511031796/dex1067.htm) | | [NCL (Bahamas) Ltd. Senior Management Retirement Savings Plan, amended and restated as of January 1, 2008 (incorporated herein by reference to Exhibit 10.67 to amendment no. 3 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on February 11, 2011 (File No. 333-170141))*](http://www.sec.gov/Archives/edgar/data/1318742/000119312511031796/dex1067.htm) |

| [10.53](http://www.sec.gov/Archives/edgar/data/1318742/000119312511031796/dex1068.htm) | | [NCL (Bahamas) Ltd. Supplemental Executive Retirement Plan, amended and restated as of January 1, 2008 (incorporated herein by reference to Exhibit 10.68 to amendment no. 3 to NCL Corporation Ltd.’s registration statement on Form S-1 filed on February 11, 2011 (File No. 333-170141))*](http://www.sec.gov/Archives/edgar/data/1318742/000119312511031796/dex1068.htm) |

| [10.65](http://www.sec.gov/Archives/edgar/data/1513761/000157104917001650/t1700165_ex10-53.htm) | | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (2017) (incorporated herein by reference to Exhibit 10.53 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2017 (File No. 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104917001650/t1700165_ex10-53.htm) |

| [10.66](http://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-1.htm) | | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (August 2017) (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on November 9, 2017 (File No. 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-1.htm) |

| | 51 | |

| | | [Chief Executive Officer](https://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex31-1.htm) |

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: 2018.][added: 2019.]

Del Rio, [removed: Wendy] [added: Mark] A.

| /s/ Frank J. Del Rio | | Director, President and Chief Executive Officer | | February 27, [removed: 2018] [added: 2019] |

| /s/ [removed: Wendy] [added: Mark] A. [removed: Beck] [added: Kempa] | | Executive Vice President and Chief Financial Officer | | February 27, [removed: 2018] [added: 2019] |

| [removed: Wendy] [added: Mark] A. [removed: Beck] [added: Kempa] | | (Principal Financial Officer) | | |

| /s/ Faye L. Ashby | | Senior Vice President and Chief Accounting Officer | | February 27, [removed: 2018] [added: 2019] |