NCLHNorwegian Cruise Line Holdings

We note that you are exposed to the following market risks: interest rate risk related to your debt instruments, foreign currency exchange rate risk related to your construction contracts denominated in euros, and fuel price risk related to your operations.

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Please revise your future filings to disclose for all market risks the quantitative information for the preceding fiscal year along with the reasons for material changes in amounts from the preceding year. Refer to 305(a)(3) and Instruction 3(F) to Item 305(a) of Regulation S-K.

We will revise our future filings to disclose for all market risks the quantitative information for the preceding fiscal year along with the reasons for material changes in amounts from the preceding fiscal year. Read in the reply ↗

You indicate that third party concessionaires manage retail shops, spa services, art auctions and internet services. These contracts entitle you to a fixed percentage of the gross sales. Please revise your disclosure to indicate if you recognize revenue from these contracts on a net basis pursuant to ASC 606-10-50-12(c).

We will revise our future filings under Revenue and Expense

Recognition in our Note 2- Summary of Significant Accounting Policies as follows (additional language is bolded):

“Nature of goods and services

We offer our guests a multitude of cruise fare options when booking a cruise. Our cruise ticket prices generally include cruise fare and a wide variety of onboard activities and amenities, as well as meals and entertainment.

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In some instances, cruise ticket prices include round-trip airfare to and from the port of embarkation, complimentary beverages, unlimited shore excursions, free internet, pre-cruise hotel packages, and on some of the exotic itineraries, pre or post land packages. Prices vary depending on the particular cruise itinerary, stateroom category selected and the time of year that the voyage takes place. Passenger ticket revenue also includes full ship charters as well as port fees and taxes.

During the voyage, we generate onboard and other revenue for additional products and services, which are not included in the cruise fare, including casino operations, certain food and beverage, gift shop purchases, spa services, photo services and other similar items. Food and beverage, casino operations and shore excursions are generally managed directly by us while retail shops, spa services, art auctions and internet services may be managed through contracts with third-party concessionaires. These contracts generally entitle us to a fixed percentage of the gross sales derived from these concessions, which is recognized on a net basis. While some onboard goods and services may be prepaid prior to the voyage, we utilize point-of-sale systems for discrete purchases made onboard. Certain of our product offerings are bundled and we allocate the value of the bundled goods and services between passenger ticket revenue and onboard and other revenue based upon the relative standalone selling prices of those goods and services.”

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For onboard and other revenue described in paragraph 2 of your disclosure related to "Nature of goods and services", please revise to disclose the timing of when revenue is recognized pursuant to ASC 606-10-50-18 or 19, as applicable.

“Timing of satisfaction of performance obligations and significant payment terms

The payment terms and cancellation policies vary by brand, stateroom category, length of voyage, and country of purchase. A deposit for a future booking is required at or soon after the time of booking.

Final payment is generally due between 120 days and 180 days before the voyage. Deposits on advance ticket sales are deferred when received, and include amounts that are refundable.

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Deferred amounts are subsequently recognized as revenue ratably during the voyage sailing days as services are rendered over time on the ship. Deposits are generally cancellable and refundable prior to sailing, but may be subject to penalties, depending on the timing of cancellation. The inception of substantive cancellation penalties generally coincides with the dates that final payment is due, and penalties generally increase as the voyage sail date approaches. Cancellation fees are recognized in passenger ticket revenue in the month of the cancellation.

Goods and services associated with onboard revenue are generally provided at a point in time and revenue is recognized when the performance obligation is satisfied. Onboard goods and services rendered may be paid at disembarkation. A receivable is recognized for onboard goods and services rendered when the voyage is not completed before the end of the period.

Cruises that are reserved under full ship charter agreements are subject to the payment terms of the specific agreement and may be either cancelable or non-cancelable. Deposits received on charter voyages are deferred when received and included in advance ticket sales. Deferred amounts are subsequently recognized as revenue ratably over the voyage sailing dates.”

As indicated above, our accounting policy is to recognize revenue as or when the related performance obligation is satisfied, consistent with ASC 606-10-32-1. However, for operational convenience, we recognize revenue related to onboard goods and services at voyage completion (rather than each day of a voyage) except at quarter beginning and end where we recognize revenue over the days of the cruise voyage for any cruise voyages that cross over financial reporting periods. The impact of any variance between recognizing revenue at a point in time versus at voyage end or over time related to the onboard goods and services is limited to the days sailed during the cruises that cross over the financial reporting period. We have assessed the difference in timing to be immaterial.

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We note your description of various goods and services related to your cruise offerings, which may include round-trip airfare and pre-cruise hotel packages. Provide us with your analysis regarding how you determined gross reporting for pre-cruise and post-cruise services was appropriate pursuant to ASC 606-10-55-36 through 39.

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Please specifically address how you considered the definition of control and how you are directing any third party providers. Tell us why revenue for pre-cruise and post-cruise service revenue is recognized over the duration of each cruise versus as travel occurs prior to or after the cruise.

The Company offers pre-cruise and post-cruise services to our cruise passengers. As a percentage of total revenue, preand/or post-cruise services are approximately 2% per quarter and per year. These services include providing transportation (including air services), hotels, and related services that may take place before or after the cruise vacation.

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The presentation of revenue related to these services has been evaluated using the guidance in ASC 606-10-55-36 through 39 to determine whether the Company controls the service before it is transferred to the customer.

Air Services

As it relates to air services, in accordance with ASC 606-10-55-36, we must evaluate whether we control the service before it is transferred to the customer to determine whether we are the principal or an agent in the transaction. As outlined in ASC 606-10-55-37A(b), we concluded that the Company controls the air services by taking responsibility for the obligation to get the passengers to and from their port of call by directing the activities of contractors.

The Company directs the activities of its contractors by selecting the contractors, determining the flight times, choosing the airports, and managing the customer service aspect of the ticketing process including dealing with concerns, or in certain situations, incurring additional costs if flights are canceled or delayed in order for the passenger to meet the ship. The Company also controls the service by setting the price charged to the passenger and negotiating the details with the contractor of our choice to obtain the services. We have further evaluated and validated our control under the indicators outlined in ASC 606-10-55-39(a-c) to support that we control the air services provided to the passengers:

a. The entity is primarily responsible for fulfilling the promise to provide the specified good or service.

When air services are purchased, the Company takes responsibility for ensuring the passenger arrives at the cruise terminal prior to embarkation. With each ticket that the

Company purchases from the airline, the Company obtains control of a right to fly on a specified flight (in the form of a ticket).

The Company then transfers this right to one of its passengers. The Company determined that the promise provided to its passenger is the right to a seat on a flight selected by the Company, which we control. The Company has control over the flight time selected, the contractor selected, and the timing of when the airline ticket is purchased. The Company takes responsibility for passenger satisfaction if the airline is delayed or cancels a flight causing the passenger to be unable to meet the ship on time. The Company will communicate with guests and airlines to re-route guests onto different flights or airlines if any of the initially planned flights or cruises are delayed or cancelled. The Company takes responsibility for customer services, including providing remedies to a customer for dissatisfaction with the air services and resolving complaints identified in connection with air services. In the event the passenger has any questions or concerns with the flight, the Company is responsible for resolving the passengers’ questions and concerns. As the Company’s promise to the passenger is the right to a seat on a selected flight to/from the embarkation/disembarkation point, the Company supports the customer throughout the process including sometimes monitoring flight and cruise statuses. At times, the Company will incur the cost of a hotel stay and added cost of arranging for transportation to meet the ship in route in order to remedy issues regarding flight delays as the Company is responsible for getting the passengers to the ship. The Company also controls the related air services as it has the right to cancel the ticket and does so in the event that a passenger cancels the cruise.

In all jurisdictions, we fulfill the promise to provide air services to our passengers. In addition, certain regulations in the European Union assign liability for fulfillment of flight purchases made through the Company to the Company and we are responsible for ensuring the passengers arrive at their desired location under their laws. Based on the above factors, we have concluded the Company is primarily responsible for fulfilling the promise.

b. The entity has inventory risk.

Typically the Company does not have full front-end inventory risk as it does not purchase blocks of airline tickets in advance, and if a passenger were to cancel the cruise after airfare was purchased by us, we would charge our canceling passengers a fee for commercial airline flights to cover any fees charged to us by the airline. However, we have back-end inventory risk as we bear the risk of increased costs that could be incurred due to airline delays such as a hotel stay or increased prices of a flight change that might occur to ensure that the guest arrives at the port of call. In limited circumstances, where flight availability is low to a remote location, a flight may be chartered for passengers, and in these immaterial arrangements, we do have inventory risk.

c. The entity has discretion in establishing the price for the specified good or service.

The Company has complete discretion in establishing the prices at which the airline tickets will be sold to passengers for air services. We sell the airline tickets and collect the consideration from passengers before we purchase the tickets from the contractor. The prices that are charged to the passengers are based upon origination and destination zones and are pre-established by the Company. The Company may enter into pricing agreements with airlines, but the passenger pays the rate provided by the Company at the time of booking which may be months in advance of sailing in some cases. The airline contractor has no input into the price charged to the passengers. As the Company has sole discretion over the price the passenger pays its economic return is variable. The Company is at risk through its pricing and may experience gains or losses from fluctuations in individual fare prices.

Based on the indicators above, we believe that the Company has control of the air services at the time the reservation is booked as we negotiate and purchase the flights, we have the right to select any party to fulfill the contract, we establish the airfare prices charged to our passengers, and we also may cancel the flight in conjunction with the cancellation of any cruise. Additionally, the Company is in certain jurisdictions legally responsible for the fulfillment of the flight itself even though it does not physically provide the service. The Company is considered a principal in the air service performance obligation, and therefore, air services revenue is recognized on a gross basis.

Hotel Services

As it relates to preand post-cruise hotel services, in accordance with ASC 606-10-55-36, we must evaluate whether we control the service before it is transferred to the customer to determine whether we are the principal or an agent in the transaction. As outlined in ASC 606-10-55-37A(b), the Company concluded that with each hotel room that it purchases from the hotel, it obtains control of a right to stay at the specified hotel (in the form of a hotel room). The Company then directs the hotel to provide this right to one of its passengers. The Company controls the right to each hotel room before we transfer that specified right to one of our passengers because it has the ability to direct the use of that right by deciding whether to use the specified hotel room to fulfill a contract with a passenger and, if so, which contract it will fulfill. The Company also has the ability to either resell the hotel room to another passenger in the event a cruise passenger cancels their vacation or to allow the hotel room to go unused. We have further evaluated and validated our control under the indicators outlined in ASC 606-10-55-39(a-c) to support that we control the preand post-cruise hotel services provided to the passengers:

The Company has discretion in selecting the hotels where the passenger will stay based on location of the port and timing of the cruise. To fulfill the obligation to provide a hotel room, the Company obtains room blocks from which it can in turn sell to the passengers. All booking arrangements and associated fees collected are managed solely by the Company, not the hotels. The passengers do not interact with the hotels providing the services prior to the services being rendered (i.e. usage of hotel room). The Company is also responsible for resolving passenger complaints if the service provided by the hotel is not satisfactory. The Company can pursue a claim against a hotel if the services are not satisfactory; however, the potential success of a claim is not considered when giving the passenger a refund. The Company also controls the fulfillment of the related hotel services as it has the right to cancel or resell the room and does so in the event that a passenger cancels the cruise. Based on the above factors, we have concluded the Company is primarily responsible for fulfilling

The Company reserves blocks of rooms with the hotel that it intends to sell to cruise passengers. The Company reserves the hotel blocks and is responsible for paying for the room regardless of whether a passenger ultimately uses the room or not. If a passenger cancels the cruise or hotel stay and a penalty is assessed, the Company would charge the canceling passenger a fee to mitigate any fees charged by the hotel; however, the Company is responsible for managing the inventory of rooms we have reserved and for the payment for those rooms. As such, the Company has inventory risk.

The Company also determines the price charged to the passenger for the hotel based on the location, brand, and type of room or packages offered, regardless of the payment to be made to the hotels.

The Company has separate agreements with certain hotels that have pricing and related terms and conditions. The hotel does not have any input into the price charged to the passengers. As a result, the Company has sole discretion in establishing prices.

Based on the above indicators, the Company is the principal in fulfilling the promise to provide preand/or post-cruise hotel packages in conjunction with a cruise, has inventory risk, and determines pricing, which indicates control over the services. As such, the Company has determined that it is the principal in the preand/or post-cruise hotel package transactions; therefore, revenue is recognized on a gross basis.

Our policy is to allocate the transaction price to the respective performance obligations and recognize the revenue as a performance obligation is satisfied. However, for operational convenience we recognize revenue related to these preand/or post-cruise services at voyage completion (rather than before and/or after the voyage) except at quarter beginning or end where we recognize revenue over the days of the cruise voyage. The impact of any variance between recognizing revenue at a point in time versus at voyage end or over time related to the preand/or post-cruise services is limited to the days before and after the cruise vacation that cross over the financial reporting period. As a percentage of total revenue, the preand/or post-cruise services for the above noted cross-over voyages specifically are approximately 0.3% of total revenue for a given quarter. We have assessed the difference in timing to be immaterial.

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We note your disclosure that among other non-GAAP financial measures, you use Adjusted Net Revenue and Adjusted Net Yield to analyze your performance. Please revise to include a statement disclosing the reasons why management believes that presentation of these two non-GAAP financial measures provides useful information to investors regarding your financial condition and results of operations.

As noted on page 43 of our 2014 Form 10-K, we have one item reconciling Net Revenue and Net Yield to Adjusted Net Revenue and Net Yield. As described in footnote 1 to the reconciliation table included on page 43 of our 2014 Form 10-K, this item relates to deferred revenue fair value adjustments made pursuant to business combination accounting rules associated with our Acquisition of Prestige.

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We believe that adjusting this amount provides greater transparency to investors on our core results of operations.

We disclosed the following paragraph on page 21 in the MD&A of our Form 10-Q for the quarter ended June 30, 2015 that we filed with the Commission on August 7, 2015 and we will include such disclosure in all future filings as well:

“In addition, Adjusted Net Revenue and Adjusted Net Yield, which excludes certain business combination accounting entries, are non-GAAP financial measures that we believe are useful as supplemental measures in evaluating the performance of our operating business and provide greater transparency into our results of operations. Adjusted Net Income and Adjusted EPS are non-GAAP financial measures that exclude certain charges and are used to supplement GAAP net income and EPS. We use Adjusted Net Income and Adjusted EPS as key performance measures of our earnings performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparison to our historical performance. The charges excluded in the presentation of these non-GAAP financial measures may vary from period to period; accordingly, our presentation of Adjusted Net Revenue, Adjusted Net Yield,

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We note your disclosure on page 47 that your debt agreements impose restrictions on your subsidiaries’ ability to pay distributions to you which in turn affects your ability to pay dividends to your shareholders. In that regard, please tell us if the restrictions or the affected restricted net assets of the consolidated subsidiaries exceed 25 percent of consolidated net assets as of December 31, 2014.

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If so, please revise to include the condensed financial information of the parent company in Schedule I as set forth in Rule 5-04 of Regulation S-X.

We performed the calculation of the restrictions and the affected restricted net assets of the consolidated subsidiary as of December 31, 2014 and it did not exceed 25 percent of consolidated net assets; therefore, we did not provide Schedule I as set forth in Rule 5-04 of Regulation S-X, as it was not required. Read in the reply ↗

You disclose on page F-9 that although each of your brands (Oceania, Regent and Norwegian) are considered separate operating segments, you have concluded they have similar economic characteristics, including similar margins and similar products and services, and therefore you have aggregated them into one reportable segment.

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We note the two newly acquired cruise line brands serve the “upper-premium” and “luxury” segments of the industry while the legacy Norwegian brand serves the “contemporary” customer segment. You also state during the 2014 fourth quarter earnings call that they have different appeals to different classes of customers or markets. Please explain to us why you believe the three brands have similar economic characteristics, meeting the criteria in ASC 280-10-50-11, and compare and contrast for us your operating segments relative to the areas listed in ASC 280-10-50-11a to e. Regarding any differences among your operating segments, please tell us why you determined that disaggregation was not warranted.

As background and in response to the Staff’s comment, we draw attention to the following disclosures that are included on page 8 and 9 of our 2014 Form 10-K as it relates to our legacy

Norwegian brand and our two newly acquired cruise line brands, Oceania and Regent:

“We believe the complementary fleets of Norwegian and

Prestige provide a diversified portfolio of cruise products that represent all significant segments of the cruise industry.

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The

Norwegian brand caters to the contemporary and premium segments with modern, state-of-the-art ships, amenities, onboard experiences and our “Freestyle Cruising” offering. Oceania caters to the upper premium segment, while Regent caters to the luxury segment of the cruise industry. These complementary product offerings, along with the strengths and skill sets of personnel from each of the brands, provide numerous opportunities for cross-selling and cross-brand collaboration.”

“Diverse Selection of Premium Itineraries. The combination of Norwegian and Prestige further diversifies our already broad range of premium itineraries. Norwegian’s existing mix of destinations is more consistent with the brands in the premium segment, and these itineraries typically attract higher Net Yields than Caribbean and Mexico sailings.”

It should be noted that, in the disclosures above, we make reference to “premium segments,” which we intend to refer broadly to all premium segments, including the upper premium product offered by Prestige.

ASC 280-10-50-11 permits aggregation of two or more operating segments into a single reportable segment if:

(I) the segments have similar economic characteristics;

(II) the segments are similar in all of the following areas:

a. the nature of the products and services b. the nature of the production process c. the type or class of customer for their products and services d. the methods used to distribute their products or provide their services e. if applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities; and

(III) aggregation is consistent with the objective and basic principles of ASC 280-10.

We have considered the requirements of ASC 280 as follows:

With respect to requirement (I) above, based on our evaluation on a future performance perspective, we believe our three brands have similar economic characteristics.

In determining similar economic characteristics,

ASC 280 refers to similar "long-term average gross margins." We believe additional economic factors can or should be used to determine whether two or more operating segments have similar economic characteristics if such measures are more relevant to the business and the industry. For example, key performance indicators or other measures used in the industry or by the chief operating decision maker may be more relevant than gross margins.

The Company and our competitors do not present gross margin information in their financial reporting results. We believe that analyzing operating income, Adjusted EBITDA and EBITDA data as a percentage of net revenues and excluding marketing, general and administrative costs substantially equates to gross margin information. We believe these two performance indicators, Adjusted EBITDA and operating income, which are similar for each of our brands, provide us with the best insight into the financial performance of each operating segment.

With respect to (II) above, we further analyze the qualitative factors below:

a) The nature of the products and services:

The nature of the products sold and services delivered by all brands is essentially the same, and any differences are ultimately due to how the services are packaged. Our brands do differentiate themselves from each other for marketing purposes and have different interior designs and décor of public areas and cabins, which may also reflect the perceived character and history of each brand. The quality of the product offerings is differentiated, even within ships of the same brand. For example, on some of the ships, the Norwegian brand offers the Haven which offers suite accommodations as well as studio accommodations for solo travelers. However, the core vessel architecture, deck layouts and technical specifications are similar across brands. The brands are in the same business of providing cruise vacations, for which ticket prices are either all inclusive and/or include cabin accommodations, meals, entertainment and onboard facilities and activities. The brands offer guests a common set of products and services, whether all inclusive or separately charged, from which we generate onboard revenue, the most significant sources of which are beverage sales, casino operations, gift shop purchases, spa services, photo services and other similar items. All the brands also have a peak season during the summer months.

b) The nature of the production processes:

The nature of the production processes required to generate cruises is the same across all of our brands. Our ships are managed and operated in a similar manner. There are no specific brand maintenance requirements. Maintenance and other operational requirements vary by ship due to the age, size, and class of ship. All our brands have ships of varying age, size and class.

Back-office processes are centrally shared in various departments including accounting, financial reporting, legal, human resources, treasury/cash management and information technology. Moreover, senior management of various departments such as passenger services, destination and port operations, and shipboard operations is held accountable for their respective operating areas, which encompass all brands.

c) The type or class of customer for their products and services:

Our customers are typically consumers who desire to take a vacation to a variety of different destinations, with a convenience and value proposition that is very attractive when compared to alternative land-based vacations. The largest percentage of guests for all our brands comes from the North American and Western European markets. The breadth of cruise experiences we are able to offer on our modern cruise ships means that an individual voyage will appeal to a range of customers. The various options and price points across all our brands and ships allow for our guests to consider multiple brands and ships before choosing a cruise vacation. For example, a guest can select an ocean view stateroom on one brand at a similar price point to a balcony stateroom on another brand. Furthermore, our brands sail overlapping itineraries and visit many of the same ports. The overlap occurs primarily because there are a finite number of global ports accessible to cruise ships which provide commercially attractive destinations during the Northern and Southern hemispheres’ cruising seasons.

We identify our brands as either contemporary, upper premium or luxury; however, these are very broad classifications. The cruise industry generally labels brands as contemporary, premium and luxury, which are typically based on the duration of the cruise, size of the ship and related prices. The Norwegian brand is identified by contemporary and premium and we believe that premium includes upper premium which is how we identify the

Oceania brand.

The brands offer similar amenities. Guests are generally able to enjoy the full scope of activities offered on our ships. The vast majority of our ships in all our brands are designed to appeal to a variety of guest desires and price points through suite, balcony, ocean view and interior staterooms and by offering a wide array of amenities including swimming pools, sun decks, spa facilities, gaming facilities, lounges, bars, a wide variety of dining options, retail shopping, and shore excursions at each port of call.

d) The methods used to distribute their products or provide their services:

Our sales across all our brands are primarily achieved through travel agents and through direct channels to our guests. Our brands use various media channels including print, television and co-operative advertising with travel agents and direct marketing through mailings and the Internet to attract both first-time and experienced cruisers.

e) If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities:

All of our cruise ships are subject to the same international, national, state and local laws, regulations and treaties in force in the jurisdictions in which they operate.

Each ship also belongs to a national ship registry, which imposes similar regulations and periodic inspection requirements. Moreover, the International Maritime Organization establishes requirements for all the Company’s ships covering the safety design and operation of ships and marine pollution conventions.

Finally, with respect to the requirement in (III) above, given the brand similarities we believe that aggregating our operating segments as a single reportable segment is consistent with the objective and basic principles of ASC 280-10, which is to provide users of financial statements with sufficient information about an entity’s financial performance to make more informed judgments about the financial condition of the enterprise as a whole.

We will continue to monitor the appropriateness of aggregating our operating segments into one reportable segment. If the facts and circumstances change, we will re-evaluate our segment reporting disclosures.

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We note you have goodwill and intangible assets included in one line item on the face of your balance sheet. As goodwill and intangible assets, net each exceed five percent of total assets, please revise to separately present these amounts on your balance sheet. Refer to Rule 5-02(15) of Regulation S-X.

In our Form 10-Q for the quarter ended June 30, 2015 that we filed with the Commission on August 7, 2015, we revised our December 31, 2014 consolidated balance sheet to present goodwill and intangible assets separately as presented below. We will continue to separately present goodwill and intangible assets in our future

Form 10-Q and Form 10-K filings.

December 31,

2014

Assets

Current assets: Read in the reply ↗

Please revise to disclose the components of income (loss) before income tax expense (benefit) as either foreign or domestic. See Rule 4-08(h) of Regulation S-X.

In footnote 11, Income Taxes, on page F-25 of the Consolidated

Financial Statements included in our 2014 Form 10-K, we stated the following: “We are incorporated in Bermuda. Under current

Bermuda law, we are not subject to tax on income or capital gains.” Following this paragraph, in future filings, we will disclose that all of our net income before income tax benefit (expense) is from foreign operations.

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As requested in the Comment Letter, we hereby acknowledge that the Company is responsible for the adequacy

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and accuracy of the disclosure in the filing; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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We note your response to our prior comment 1 and related disclosure included in the June 30, 2015 Quarterly Report on Form 10-Q (the “June 2015 Form 10-Q”) regarding the presentation of Adjusted Net Revenue and Adjusted Net Yield.

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As you have also included the non-GAAP financial measure of Gross Yield in the June 2015 Form 10-Q, please include an additional statement as to why management believes this measure provides useful information to investors regarding your financial condition and results of operations.

Gross Yield is defined as total revenue per Capacity Day.

As used in this definition, neither total revenue nor Capacity Day is a non-GAAP financial measure. Total revenue is the

Company’s total revenue calculated in accordance with GAAP and Capacity Day is a non-financial performance metric that we define as available Berths multiplied by the number of cruise days for the period, which we use to assess the Company’s operating performance.

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Item 10(e)(4) of Regulation S-K provides that a ratio calculated using exclusively 1) a financial measure calculated in accordance with GAAP and 2) an operating metric that is not a non-GAAP financial measure is not a non-GAAP financial measure.

Accordingly, we believe that Gross Yield is not a non-GAAP financial measure. In future filings, we will omit the reference to Gross Yield that was added to the first paragraph under “Non-GAAP Financial Measures” on page 21 of the June 2015

Form 10-Q.

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We note from your response to our prior comment 3 that, you believe your three brands have similar economic characteristics based on a future performance perspective. However, we believe that the guidance ASC 280 indicates that past, present and future performance should be considered.

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In this regard, for each brand, please provide us with your applicable historical and projected revenues, operating margin, Adjusted EBITDA margin, and any other measure of segment profitability, including your most recent fiscal 2015 interim periods.

Prior to Norwegian’s acquisition of Prestige on November

19, 2014, the historical data for each of Norwegian and Prestige (which includes Oceania and Regent) supports the presentation of Norwegian as one reportable segment and Prestige as one reportable segment. We believe, however, that the economic characteristics of our three operating segments should only be considered post-acquisition based on the integration of the acquired brands and our realization of synergies from the acquisition.

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After the acquisition, there were only limited operating results for the year and quarter ended December 31, 2014 as a combined company since the acquisition took place so late in the year; accordingly, we performed our analysis looking at both the historical and future economic characteristics of the operating segments.

In assessing the revenue and operating performance of each operating segment, the chief decision maker receives and reviews various types of information that includes both financial GAAP metrics and non-GAAP metrics. The metrics that are used by the chief decision maker that more closely represent operating margins are: 1) adjusted operating income to Net Revenue (adjusted operating income is also known as “contribution after operating costs” and is defined as total revenue less

NCLH-002 total cruise operating expense) and 2) Adjusted EBITDA (as calculated on page 46 of the 2014 Form 10-K) to Net Revenue. To assess economic similarities both metrics are further adjusted to exclude

Dry-dock expense and Adjusted EBITDA is adjusted for advertising expenses. We exclude Dry-dock and advertising expenses because they are generally expensed as incurred and may result in significant period to period fluctuations as a result of timing. Therefore, excluding Dry-dock and advertising expenses provides a more meaningful comparison. We believe that these adjustments, when performed across the operating segments, is compatible with the objective and basic principles of ASC 280-10 as the remaining margins represent the comparable results of our ongoing operations by operating segment.

In reviewing these measures of profitability, our actual results for the first six months of 2015 reflected that on a historical basis the Norwegian and Oceania operating segments had relatively similar margins. We believe that due to significant continuing integration activities and identification of future synergies, the economics of all operating segments will converge. The following is a comparison of each of our operating segments’ metrics discussed above to the Company’s consolidated reported results for the first and second quarters of 2015 and first half of

2015.

Metric

Q1 2015

Q2 2015

1H 2015

Net Revenue (in $ thousands)

NCLH Consolidated

707,710

825,110

1,532,820

Norwegian

[*]

Oceania

Regent

Contribution after operating costs (excluding Dry-dock expense) to Net Revenue

[*] %

Difference NCLH Consolidated vs. Norwegian

Difference NCLH Consolidated vs. Oceania

Difference NCLH Consolidated vs. Regent

Adjusted EBITDA (excluding Dry-dock and advertising expense) to Net Revenue

NCLH-003

As of December 31, 2014 and at each interim period, we prepared three-year forecasts for the consolidated Company and for each operating segment. The selected metrics in each of these forecasts showed convergence of these measures among the operating segments. The following is a comparison of each of our operating segments’ metrics discussed above to the Company’s consolidated projections that were calculated for the June 30, 2015 segment analysis.

2015

2016

2017

We perform a segment reporting analysis on a quarterly basis to monitor quantitative and qualitative factors to assess whether the current and forward looking data is trending in the manner we expect. We believe a temporary dissimilarity in economic characteristics would not preclude aggregation if the long-term similarities due to integration and synergies are still projected to occur.

Based on the quantitative factors discussed above and qualitative factors discussed below, management believes it is appropriate to aggregate the operating segments into one reportable segment as based on our projections over the passage of time the economic results will converge. Further we believe changes in the economic environment do not have a disproportionate effect on the operations of our operating segments, rather they are similarly impacted.

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In regards to the qualitative considerations, your response indicates that the nature of products and services, and the customer type of class are similar for all three brands. You responded that the references to “premium” segments (on page 8 and 9 of the 2014 Form 10-K) are intended broadly for all segments, including Prestige’s upper premium product, but it appears that you differentiate your brands as either

Rest of the question

“premium,” “upper-premium” or “luxury” apparently based on the duration of the cruise, size of the ship and the related prices and services. For example, the Regent brand operates in the luxury segment, Oceania in the upper premium and the Norwegian brand straddles the contemporary and premium segment. You identified the three operating segments based on brands, and as indicated during your 2014 fourth quarter earnings call, each targets a different market along with a different class of customer. Paragraph 68 in the Basis for Conclusions related to ASC 280, provides insight into how to assess similarity of products and services. It states that “[a]n enterprise with a relatively narrow product line may not consider two products to be similar, while an enterprise with a broad product line may consider those same two products to be similar.” It appears your qualitative analysis may have been performed at too broad a level. Specifically, your analysis is based upon all your brands operate in the same line of business providing cruise vacations and your offerings provide guests with array of cruise experiences. However, it appears that the Regent and Oceana brands are more premium in nature than the Norwegian brand, with a disparity in target market, quality of product offerings, and customer income profiles among the brands. Please help us further understand your basis for aggregating these segments into a single reportable segment and whether your assessment continues to be appropriate in light of the factors noted above. As part of your response, please explain to us in more detail the qualitative similarities of the products and services, the type or class of customers and the methods used to distribute the products and services offered among the Norwegian, Oceania, and Regent brands. Please also tell us why you organized the operating segments to reflect three distinct brands with separate sales and marketing teams, as well as reservation centers in light of your assertion of their similarity.

In order to assess the similarity of the characteristics of our operating segments, we considered Paragraph 68 in the Basis for Conclusions related to ASC 280 and noted that it provides insight into how to assess similarity of products and services. It states that “[a]n enterprise with a relatively narrow product line may not consider two products to be similar, while an enterprise with a broad product line may consider those same two products to be similar.” It also states “For example, a highly diversified enterprise may consider all consumer products to be similar if it has other

Rest of the answer

businesses such as financial services and road construction. However, an enterprise that sells only consumer products might consider razor blades to be different from toasters.” This example in the Basis for Conclusions does not differentiate products with similar utilization such as a razor blade from a more expensive or advanced razor blade or a toaster from a toaster oven. Because cruise brands are similar in utilization, as they provide cruise vacations, we believe our operating segments can be properly aggregated into a single reportable segment.

The cruise industry as a whole refers to “classes” such as “contemporary,” “premium” or “luxury” which the industry bases on the duration of the cruise, size of the ship and the related prices and services. This is a marketing concept shared by our competitors, and its purpose is not to exclude or categorize customers but to engage a variety of consumers. The industry’s customers are typically consumers who desire to take a vacation to a variety of different destinations, with a convenience and value proposition that is very attractive when compared to alternative land-based vacations. Our operating segments sail overlapping itineraries and visit many of the same ports. The overlap occurs primarily because there are a finite number of global ports accessible to cruise ships which provide commercially attractive destinations during the Northern and Southern hemispheres’ cruising seasons. Each cruise basically includes the same services. These services include providing voyages to various destinations with shore excursions, various dining experiences, spa services, retail shopping and casinos. The breadth of experiences we are able to offer on our modern cruise ships means that an individual voyage will appeal to a wide range of customers. Our operating segments typically compete with one another for guests due to the varying experiences our guest can have on any one of our ships. The largest percentage of guests for all our operating segments comes from the North American and Western European markets. The various options and price points across all of our operating segments and ships allow for our guests to consider each brand and various ships before choosing a cruise vacation. For example, a guest can select an ocean view stateroom on one brand at a similar price point to a balcony stateroom on another brand. Further, the guest can choose an all-inclusive cruise, which means that food, beverages, shore-excursions, and the air flight to and from the originating port are included in the price of the ticket, which naturally leads to the ticket being priced higher or a guest can purchase a lower priced ticket, but will have to purchase certain food options, beverages, shore-excursions, and the flight on an a la carte basis. Ultimately, both guests experience a comparable cruise

NCLH-005 vacation through the all-inclusive or a la carte models that we offer.

During our 2014 fourth quarter earnings call, we commented that each brand “targets a different market along with a different class of customer.”

This statement was intended to reinforce that concept that we offered something for everyone, and was not intended to suggest that each brand was exclusive to its service offerings or to its type of guests. It should be noted that approximately [*] of households on Norwegian’s and Prestige’s customer lists have cruised both with Norwegian and Prestige. We expect this number to increase as mailing lists are now shared between the operating segments and our marketing strategy evolves to appeal to a broader customer base. For example, Norwegian offers the Haven on some of its ships, which offers suite accommodations as well as studio accommodations for solo travelers. A guest seeking a “luxury” experience can book a suite on Norwegian in the privacy and exclusivity of the Haven and likewise can choose a similar experience on the Oceania and Regent ships, which give guests a sense of privacy due to fewer guest cabins. Norwegian has also recently announced new itinerary offerings, which incorporate ports previously visited by Prestige ships. This expanded range of offerings is another example of the exchanging of best practices between operating segments. In this case, we are weaving in more exotic ports to drive revenues. This has proven successful with Prestige and we are introducing this strategy of diversity of itineraries into the Norwegian deployment strategy. We have also introduced other cross-brand initiatives such as offering elements of inclusive pricing for Norwegian guests.

Our brands do differentiate themselves from each other for marketing purposes; however, one of our most critical cross-brand initiatives is the implementation of certain elements of Prestige’s market strategy into Norwegian’s practices. We began this initiative by first placing all pricing under one executive vice president of revenue management, and we are leveraging Prestige’s marketing approach into the overall revenue strategy for Norwegian.

Despite the individual marketing of the brands, the distribution channels for our cruise services are the same and there is an ongoing integration of service providers and consolidation of certain advertising initiatives. All sales are achieved through travel agents, our direct booking sales forces, or through the internet. These distribution sources are available to all three operating segments and the Company has taken certain steps to centralize certain of these activities. Recently, we appointed an executive vice president of international business development who leads the global strategy for all three operating segments.

Our sales and marketing organizational structure consists of two presidents, one executive vice president of international development and one executive vice president of revenue management /chief revenue officer. These four individuals report to the chief executive officer. All the back office operations, including finance, purchasing, treasury, internal audit, information technology, vessel operations, and new build projects are centralized and the managers are responsible for their respective operating areas at the consolidated level, not at the individual brand level. This organizational structure is dedicated to creating a culture of collaboration, knowledge sharing and teamwork to not only maximize cost and revenue synergies, but also to share best practices in order to enhance the guest experience and cruise operations throughout the three operating segments. We have designed the combined organization to take the best from each brand and extend those concepts and ideas across the organization, which in turn elevates the entire Company. This is a recent acquisition; however, we expect our integration efforts with the Company’s new organizational structure to result in further convergence. This organizational structure is headed by the chief executive officer who is the chief decision maker and has the exclusive authority in the allocation of resources, as the goal is to achieve the highest return on investment for the Company as a whole and for shareholders. Our main responsibility to our shareholders is to deliver earnings and returns that are best in class in the industry, and as such, the metrics for the chief decision maker’s incentive compensation are based on consolidated metrics. None of the metrics are based upon the results of the individual operating segments and the board of directors also does not review results of the Company by operating segment in assessing performance, but rather considers performance on a consolidated basis.

While we have consolidated our management and facilities for certain sales activities, we will continue to have separate sales teams. Our domestic brand specific sales teams report to the two presidents while our international sales teams report to the executive vice president of international development. These brand specific sales teams are important to our business as the structure provides the most efficient and effective customer service and reservation process. The sales teams are

NCLH-006 tasked with communicating an in-depth knowledge of class of ship, our onboard offerings as well as specific itineraries and pricing on the various ships. While the onboard offerings are fairly consistent, the itineraries and pricing are dynamic; therefore, the sales teams must be prepared to adequately answer customer questions regarding their cruises. Requiring a sales team to service all three brands would be inefficient and most likely would result in the dissemination of inaccurate information, which could ultimately impact overall profitability.

As such, we believe that this is the best operating structure for our sales teams. It should be noted that although the structure of our sales teams supports our efforts in the competitive market-place, the sales and marketing structure does not dictate the management approach and/or the organizational structure which determines the allocation of resources.

Based on our analysis, we do not believe our operating segments engage in disparate business activities nor do we believe changes in the economic environment have a disproportionate effect on the operations of our operating segments. We believe that aggregating our operating segments as a single reportable segment is consistent with the objective and basic principles of ASC 280-10, which is to provide users of financial statements with sufficient information about an entity’s financial performance to make more informed judgments about the financial condition of the enterprise as a whole.

We will continue to monitor the appropriateness of aggregating our operating segments into one reportable segment. If the facts and circumstances change, we will re-evaluate our segment reporting disclosures.

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NCLH-007

As requested in the Comment Letter, we hereby acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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Please provide us with an organizational chart which includes all individuals that report directly to the CEO (CODM). Please include a description of the roles of these individuals and discuss why you have organized the business as three operating segments. As part of your response, please tell us why your three operating segments are based on brand versus geographical region. Please refer to ASC 280-10-50-6.

As noted in ASC 280-10-50-1, an operating segment is a business activity for which discrete financial information is available that is regularly reviewed by the CODM. The CODM receives financial information, consolidated and by brand, that is used to review the performance of the Company’s actual results, including by brand against the budget and prior year results, and to make decisions about resource allocation (see Appendix 4).

Rest of the answer

For revenue performance, this data is reviewed with Andrew Stuart, the President and COO of Norwegian, Jason Montague, President and COO of

Oceania and Regent and Howard Sherman, EVP of Revenue Management. Cruise operating expenses are reviewed with Robin Lindsay, the

EVP of Vessel Operations. These four individuals represent our segment managers.

While the CODM also receives certain revenue information (including forward looking data regarding the booking status of future cruises) by ship and geographical region, this information does not include a measure of profitability. As the geographical and ship based information provided to the CODM is focused solely on revenue information, these are not considered operating segments.

The Company’s organizational chart has been included as

Appendix 1. A description of the roles of individuals that report directly to our CEO is as follows:

· President and COO, Norwegian Cruise Line - Leads sales, marketing and public relations for Norwegian, including inbound and outbound call centers (segment manager).

· President and COO, Oceania Cruises and Regent Seven Seas Cruises -

Leads sales, marketing and public relations for Oceania and Regent, including inbound and outbound call centers (segment manager).

· Vice Chairman, Oceania Cruises and Regent Seven Seas Cruises - Provides guidance to business leaders supporting sales, marketing and international business development for Norwegian, Oceania and Regent.

· EVP and Chief Financial Officer - Responsible for accounting, finance, treasury, strategic planning, investor relations, legal, information technology and corporate human resources globally for Norwegian,

Oceania and

NCLH-002

Regent.

· EVP, Revenue Management - Responsible for revenue management, air operations, charter sales and marketing analytics for Norwegian, Oceania and Regent (segment manager).

· EVP, Supply Chain & Logistics Management - Oversees purchasing and logistics functions for Norwegian, Oceania and Regent. Also supports construction management needs of corporate offices, which accommodate Norwegian, Oceania and Regent personnel.

· EVP, International Business Development - Leads international sales and marketing teams internationally for Norwegian, Oceania and Regent, including offices in Brazil, United Kingdom, Germany, Australia,

Hong Kong and China.

· EVP, Vessel Operations - Responsible for hotel and marine operations, itinerary planning, destination services, onboard revenue, newbuilds, out island operations, vessel refurbishment and fleet personnel of Norwegian, Oceania and Regent vessels (segment manager).

· SVP, Destination & Strategic Development - Responsible for development of destination partnerships and real estate ventures for Norwegian, Oceania and Regent.

· Executive Assistant & Sr. Director Corporate Operations –

Executive assistant to the CEO and responsible for the management of our corporate facilities, which accommodate Norwegian, Oceania and Regent personnel.

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Please provide us with the financial and non-financial information that is provided to the CEO on a regular or recurring basis in order to make decisions regarding the allocation of resources and assessment of performance.

Rest of the question

Please tell us if your organizational structure has profitability centers at other than the consolidated level and tell us who oversees the daily management function and who reviews the segment or other disaggregated operating results on a regular basis.

On a daily basis, the CEO receives a report summarizing net ticket revenue, passenger occupancy and net per diem information for future bookings by operating segment, which is included as

Appendix 2. Net ticket revenue is defined as passenger ticket revenue less commission, transportation and other, Occupancy Percentage is defined as the ratio of Passenger Cruise Days to Capacity Days and net per diem is defined as net ticket revenue divided by

Passenger Cruise Days.

On a weekly basis, the CEO receives a report summarizing future bookings by revenue, load factor and per diem information

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for each operating segment, ship, and geographical region, which is included as Appendix 3. The current revenue is comprised of cruise and air revenues less air costs and certain other shore excursion and hotel costs for future bookings. Load factor has the same meaning as Occupancy Percentage defined above and the current load factor in Appendix 3 represents the bookings on future cruises as of a given week. Current per diem is current revenue divided by Passenger

Cruise Days.

On a monthly basis, the CEO receives financial results on a consolidated basis and by brand, which is included in Appendix 4. This information includes revenue and our measures of operating performance by brand. This financial information is considered our CODM package.

On a quarterly basis, the CEO receives a “Heat Map,” which shows Occupancy Percentages and net per diem for

NCLH-003 historical and future bookings by operating segment and geographical region, which is included as Appendix 5.

We do not have any other profitability centers other than the consolidated level.

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Please tell us how your budgets are prepared, including who approves the budgets at each step of the process and what involvement your CODM has in developing the budgets and making resource allocation decisions within the budgets.

General guidelines for revenue and expense budgeting are created by the Financial Planning and Analysis (“FP&A”) team, approved by senior management including the CODM and are provided to each operational area in the Company along with a timeline. These guidelines are steered overall with NCLH growth as the primary objective.

Revenue budgets are prepared by the EVP of Revenue Management and are driven by itineraries and pricing. Operating expenses are budgeted by the respective department head responsible for managing those costs and are based on the relevant driver.

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For example, itinerary is the driver for port expenses and fuel, but crew payroll and maintenance are based on the ship characteristics. Advertising and depreciation costs are budgeted by brand, while salaries and administrative expenses are budgeted at the corporate level.

Once the budget is submitted, the FP&A team analyzes each budget and prepares the consolidated budget which is then provided along with the department budgets for final approval to the

CODM. If further changes to the budget are required, each department will resubmit the budget in line with the CODM’s direction. After all budgets have been reviewed and approved, the budget is then submitted to the Board of Directors for approval.

Upon approval by the Board of Directors, a communication is sent to each department that the budget has been approved.

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Describe to us the basis of compensation for each of the individuals that reports directly to the CODM.

Our compensation program is designed to encourage our management team to achieve our short-term and long-term business objectives and increase long-term shareholder value by linking management’s compensation to NCLH’s performance on a consolidated level.

Each of the CEO’s direct reports is eligible to receive the following types of compensation: (i) base salary commensurate with expertise, experience, tenure and scope of responsibility,

(ii) annual incentive cash bonus and (iii) equity awards.

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The Company also provides medical benefits, 401(k) retirement benefits, and certain perquisites, including car allowances, and, for one of the CEO’s direct reports, legacy non-qualified deferred compensation plans.

The Company’s Compensation Committee sets annual incentive cash bonus targets for management which are based on NCLH achieving certain consolidated Adjusted EPS and return on invested capital targets. Following the determination of NCLH’s consolidated audited results for the year, incentive cash bonuses for that year are paid to management, which includes all of the CEO’s direct reports, if the consolidated targets have been met.

The Company’s Compensation Committee also annually determines the type and number of equity awards that will be granted to management, which includes all of the CEO’s direct reports.

The grants are based on position-level within the Company rather than individual contributions; so for example, all Executive Vice

Presidents will receive the same award.

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We note from your response that there are a number of households on Norwegian’s and Prestige’s customer lists that have cruised both with Norwegian and Prestige. Please provide us with the percentage of historic NCL customers that have sailed on Regent or Oceania and also the number of historic Regent and Oceania customers that have also sailed on NCL.

Our crossover numbers are based upon research performed prior to the Acquisition of Prestige and will grow significantly with the sharing of customer databases. The number of households on our customer lists that have sailed on both Prestige and Norwegian is [*]. Given there are [*] households on the Prestige customer list and [*] on the Norwegian customer list, the [*] households that have sailed on both Prestige and Norwegian represents approximately [*]% and [*]% of the households on the customer lists of Prestige and Norwegian, respectively. Read in the reply ↗

For each of your brands, please tell us the average age and income demographics of your customers, on a quarterly basis if possible. Please explain significant quarterly variances in revenue and/or age, if any. Also, with respect to “the Haven” on the Norwegian brand, please provide to us insight into the significance of that offering to the Norwegian segment’s revenues and profits.

We do not request income data when creating a reservation. Some information has been provided by Norwegian guests voluntarily through a guest satisfaction survey; however, the accuracy of the data cannot be ensured and there is no data for comparison from our Prestige guests. As such, we are not including any average income data.

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The following table is a comparison by quarter of the average age of double occupancy guests by operating segment.

Double occupancy is used in determining average ages as we offer promotions whereby third and fourth guests may sail for free or for a significantly reduced rate. This drives the occupancy level of our ships but does not drive significant incremental revenues and is also why we review revenue on a yield basis rather than a passenger day basis. It is a more relevant metric to our performance against expectations.

(in years)

Norwegian

Oceania

Regent

Fourth quarter of 2014

[*]

First quarter of 2015

Second quarter of 2015

Third quarter of 2015

Our business is seasonal based on the demand for cruises. Historically, the seasonality of the North American cruise industry generally results in the greatest demand for cruises during the Northern

Hemisphere’s summer months, which includes a greater number of children onboard. This leads to lower average ages during the second and third quarters across all three operating segments.

We do not maintain financial data for the Haven at a profit level. This would require that certain expenses be allocated for a profit to be calculated and we currently do not perform such calculations. As such, only revenue information is being provided for The Haven. The Haven staterooms are significant to the Norwegian brand as these luxury suites demand a [*]% higher per diem, on average, than a non-Haven stateroom. On average, The Haven historically represents [*]% of the net ticket revenues on those ships that include The Haven and [*]% of Norwegian’s total net ticket revenue calculated since the beginning of 2013. The aggregate net ticket revenue of all Norwegian suites, which includes The Haven and the largest accommodations at sea, represents [*]% of Norwegian’s total net ticket revenue for the same period. The annual net ticket revenues earned from The Haven and the aggregate berths in The Haven approximate that of an individual Oceania or Regent ship.

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As the Form 10-K indicates that Regent and Oceania have extended lengths of cruises, please tell us if these two brands would have longer operating cycles or seasons than that of the Norwegian brand, which has shorter lengths of cruises. Also, please tell us the average length of a cruise (in days) for each of the three brands.

Although the brands have differing lengths of cruises, the operating seasons of our three operating segments are the same. As noted in the response above to question 6, the seasonality of the North

American cruise industry generally results in the greatest demand for cruises during the summer months. This is primarily related to the weather conditions around the globe. Certain itineraries (for example, Alaska and the Baltic region) have short seasons influenced by the cold or icy conditions during the winter months as well as rougher waters.

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These conditions create the need to reposition the ships to more temperate climates, such as the Caribbean, during the winter.

The following is a comparison of the weighted average length of cruise (in days) by operating segment.

(in days)

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We note that there is some crossover with respect to the destinations that each of the lines sail to. However, we also note that the more exotic locations are primarily served by Oceania and Regent while the majority of Norwegian operates closer to the United States in areas such as the Caribbean, Bahamas and Bermuda.

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Please tell us the consideration given to differences in geographic destinations of Norwegian, Oceania and Regent as part of the qualitative factors supporting aggregation.

Our three operating segments currently offer cruises to over

520 ports around the world and have planned over [*] calls to these ports. Of these ports, [*] ports are visited by all three operating segments and another [*] ports are visited by both Norwegian and either Oceania or Regent. The calls to these shared ports make up approximately [*]% of our over [*] total port calls. Approximately [*]% of ports are only visited once and make up less than

[*]% of our calls.

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As the ports where cross over is seen constitute a significant majority of our business, we considered this to be supportive of the aggregation of the operating segments.

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NCLH-006

As requested in the Comment Letter, we hereby acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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We note your disclosure in Note 2 on page F-10 that your passenger ticket revenue is primarily attributed to guests who make reservations in North America and this revenue, as a percent of your consolidated total, was 80.1%, 79.9% and 80.5% for the years ended December 31, 2014, 2013 and 2012, respectively. We also note that substantially all of your long-lived assets are located outside of the U.S.

Rest of the question

and consist primarily of your ships. Please note that ASC 280-10-50-41 requires revenue and long-lived assets for the country of domicile to be separately disclosed, along with the revenue and long-lived assets attributable to all foreign countries in total, and any individual foreign countries, if material. Please revise to disclose the amount of revenue and long-lived assets located in your country of domicile and in total for all foreign countries. If material, disclose revenue and long-lived assets in an individual foreign country separately. Please revise in future filings beginning with your December 31, 2015 Annual Report on Form 10-K.

We have revised our disclosure in our 2015 Annual Report on

Form 10-K filed with the Commission on February 29, 2016 in Note 2 on page F-10 and in “Item 1. —Business—Segment

Reporting” as follows:

“Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations in the U.S. Revenue attributable to U.S.-sourced guests was 75%, 73% and 74% for the years ended December 31, 2015, 2014 and 2013, respectively. No other individual country’s revenues exceeded 10% in any of our last three years.

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Substantially all of our long–lived assets are located outside of the U.S. and consist primarily of our ships. We have 16 ships with Bahamas registry with a carrying value of $7.2 billion and $6.4 billion as of December 31, 2015 and 2014, respectively. We have five ships with Marshall Island registry with a carrying value of $1.4 billion as of December 31, 2015 and 2014. We also have one ship with U.S. registry with a carrying value of $0.3 billion as of December 31, 2015 and 2014 and one ship with Bermuda registry with a carrying value of $0.08 billion as of December 31, 2015 and 2014.”

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Further, please tell us how you comply with the disclosures required under ASC 280-1050-40. In this regard, we note that your cruises offer a number of different destinations, and in prior responses and in telephone conversations with the Staff, you have indicated destinations are the single most important factor in your customers’ cruising decision.

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Please tell us your consideration of providing revenue by each destination or group of similar destinations for purposes of meeting the requirements of ASC 280-1050-40 and the objectives discussed in ASC 280-10-10-1. In your response, please tell us your consideration of factors such as health risks, security concerns, and weather threats (i.e. hurricane season), as described in your risk factors, in determining the similarity of your destinations (region).

, please tell us your consideration of factors such as health risks, security concerns, and weather threats (i.e.

hurricane season), as described in your risk factors, in determining the similarity of your destinations (region).

Response:

We believe that destinations are an important factor in our customers’ cruising decision. In considering the requirements of ASC 280-10-50-40 which requires disclosures about a reporting entity’s products and services we believe the product and service (the cruise experience) is similar, it is only the destination that is different.

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However given the objectives of ASC 280-10-10-1, we believe our disclosure would be enhanced if we provided disclosure of revenues by destination grouped by similar regions. This may provide a better understanding of our performance and will provide information that could be important to the investor about the entity as a whole.

As this is an annual requirement, in addition to the disclosure which we included in our 2015 Annual Report on Form 10-K as presented above, we will disclose in our 2016 Annual Report on Form

10-K within Note 2 “Summary of Significant Accounting Policies” and in “Item 1.—Business—Segment

Reporting” the following table:

Revenues by destination were as follows (in thousands):

December 31,

2016

2015

2014

North America

$

Europe

Asia-Pacific

Other

(For the knowledge of the Staff, the regions comprise the following:

North America includes the U.S., Caribbean, Canada and Mexico. Europe includes the Baltics and the Mediterranean. Asia-Pacific includes Australia, New Zealand, Northern and Southern Asia and Hawaii. Other includes all other international territories.)

You have asked us to discuss our consideration of risks in determining these regions. Risks such as health risks, security concerns, and weather threats (i.e. hurricane season), may affect any region and therefore, are not specific to a region, nor do they determine the similarities of our regions. Below we discuss the risks in more detail to provide a further understanding of how these are shared risks:

· Generally, the risk of a virus or other illness is not specific to any region or itinerary and would most probably be contained to one ship for a short duration. For example, the chikungunya virus was identified in over 60 countries in Asia, Africa, Europe and the Americas;

however, this virus did not impact any of our itineraries or ships.

· The threat of political unrest may affect certain ports, but it generally does not impact an entire region. For example, most recently, we changed all itineraries that touched

Turkish ports due to political unrest to alternate destinations in Greece and Italy.

While the Turkish ports were altered, the remaining cruise ports of the itinerary were provided, therefore, even in political unrest it is usually not region-wide but only port-specific alterations.

· Adverse weather conditions not only affect North America (hurricanes and Nor’easters) and occasionally Europe, but also Australia and Asia (typhoons). Our itinerary for a particular ship may be interrupted to avoid such adverse weather (we may miss a port or divert a cruise ship to avoid the weather) but the impact is ship specific for a short duration.

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As requested in the Comment Letter, we hereby acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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We note from your disclosure on page 43 that Adjusted EBITDA adjusts for $17.2 million related to “non-cash compensation and other.” Please provide us more details as to the nature and amounts included in this line item and how such amounts reconcile to the amounts included in the financial statements or notes to the financial statements.

Please refer to the below schedule which includes the detailed components of the $17.2 million adjustment to our Adjusted EBITDA including the nature of the adjustment, its corresponding location within the financial statements and the amount of the adjustment (in millions):

Description

Financial Statement Line Item

Amount

Non-cash pension expense

Payroll and related

$

2.6

Deferred compensation expense

4.7

Non-cash share-based compensation expense

Marketing, general and administrative

4.3

UK tax restructure benefit

Income tax (benefit) expense

(4.2

)

Change in tax status due

Rest of the answer

to IPO

4.2

Expenses associated with the Secondary Offering, UK tax restructure and other (a)

5.6

17.2

(a)

Incremental costs incurred by corporate headquarters that are not expected to recur in subsequent periods.

In future filings, we will include more details as to the nature and amounts included in Adjusted EBITDA.

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We note that in connection with the Corporate Reorganization, you recorded $20.176 million of non-controlling interest during the year ended December 31, 2013. Please revise to disclose how you calculated or determined that amount. Also, please tell us the nature of the transfers from non-controlling interest during 2013 and in the first quarter of 2014 and explain how you calculated or determined these amounts.

Rest of the question

Notes to the Financial Statements – General

Prior to the Corporate Reorganization, which occurred on January 24, 2013, the non-controlling interest was the value of stock compensation expense previously recorded for the profits interests, which was $8.485 million.

In Connection with the Corporate Reorganization, previously granted profits interests to employees were exchanged for Management NCL Corporation Units (“Units”), and the vested Unit holders gained proportionate rights to distributions of the Company and were therefore allocated a proportionate share of the Company’s equity.

Rest of the answer

The effect of this change was a $20.176 million increase in the non-controlling interest.

Each Unit holder has the right, subject to the same time-based and performance-based vesting requirements of the profits interests, to exchange Units for the Company’s ordinary shares at a rate equal to one ordinary share for every Unit. When such an exchange occurs, this results in the exchange of non-controlling interest to controlling interest. Accordingly, upon the exchange of a Unit for an ordinary share of the Company, a portion of the non-controlling interest balance is reclassified to additional paid-in capital.

With regards to the transfers to and from non-controlling interest, we note the following for each respective reporting period:

For the year ended December 31, 2013:

During 2013, certain vested Units were exchanged by holders for ordinary shares of the Company, which resulted in a reduction in the non-controlling interest balance.

For the three months ended March 31, 2014:

During the three months ended March 31, 2014, following the effectiveness of our registration statement on Form S-3, additional performance-based Units became eligible to participate in the earnings of NCLC, and as a result, a proportionate amount of the Company’s equity was allocated to the additional non-controlling interest.

In future filings, we will include a similar disclosure as set out above of how we determined the non-controlling interest and the nature of the transfers to and from non-controlling interest.

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We note from your disclosure on page 15 that the Norwegian Cruise Line Loyalty Program has been improved and is now known as Latitudes Rewards. Please tell us how the loyalty program is accounted for within the financial statements. If material, please revise to disclose your accounting policy in the notes to the financial statements.

The improvement to the loyalty program was based on a modification in the manner which points are earned. This modification primarily shifted the point earning process towards rewarding those guests who spend more rather than basing rewards solely on the volume of cruises taken. The actual rewards were not significantly modified. The rewards granted under the loyalty program are recorded to the associated expense line, with no associated revenue. The rewards represent an insignificant expense to the business. We will continue to monitor the costs of this program.

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Accordingly, we do not believe that any additional disclosure is warranted at this time.

In future filings, if our loyalty program results in a material impact to our financial statements we will disclose the accounting policy and the amount in the notes to the financial statements.

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We note your disclosure that in connection with the consummation of your IPO in January 2013, NCLC’s ordinary shares 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”).

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Please explain to us, and revise the notes to the financial statements to provide more details surrounding the corporate reorganization, including how you accounted for the transaction and the share exchange ratio in the transaction.

In our future filings we will replace the fourth and fifth paragraphs in Footnote 1. Description of Business and Organization with the following disclosure:

In February 2011, NCLH, a Bermuda limited company, was formed with the issuance to the Sponsors of, in aggregate, 10,000 ordinary shares, with a par value of $.001 per share. On January 24, 2013, NCLH consummated the IPO.

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In connection with the consummation of the IPO, the Sponsors’ ordinary shares in NCLC were exchanged for the ordinary shares of NCLH at a share exchange ratio of 1.0 to 8.42565 and NCLH became the owner of 100% of the ordinary shares

(representing a 97.8% economic interest as of December 31, 2013) and parent company of NCLC (the “Corporate Reorganization”). Accordingly, NCLH contributed $460.0 million to NCLC and the historical financial statements of NCLC became those of NCLH. The Corporate Reorganization was effected solely for the purpose of reorganizing our corporate structure. NCLH had not prior to the completion of the Corporate Reorganization conducted any activities other than those incidental to its formation and to preparations for the Corporate Reorganization and IPO. The Corporate Reorganization resulted in all parties being in the same economic position immediately prior to the IPO. As the economic position of the investors did not change as part of the Corporate Reorganization it is considered a nonsubstantive merger from an accounting perspective.

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

NCLC. Economic interests in NCLC are represented by the partnership interests established under the tax agreement, which we refer to as “NCL Corporation Units.” The NCL Corporation Units held by NCLH (as a result of its ownership of 100% of the ordinary shares of NCLC) represent a 97.8% economic interest in NCLC as of December 30, 2013. The remaining 2.2% economic interest in NCLC as of December 30, 2013 is in the form of Management NCL Corporation Units held by management

(or former management). As a result of the aforementioned transactions and the Secondary Offerings, the Sponsors owned 62.7% of NCLH’s ordinary shares as of December 31, 2013.

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We note from your disclosure in Note 5 that expenses related to debt prepayments in connection with the IPO were approximately $90.5 million and were recognized in interest expense. We also note your disclosure that interest expense included a $37.3 million write-off of deferred financing fees.

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In light of your disclosure on page 44 which states that the increase in 2013 is primarily due to $160.6 million of expenses associated with debt prepayments, please explain to us the nature of amounts included in the $160.6 million and reconcile the expense amount related to debt prepayment disclosed in Note 5 relative to the disclosure provided on page 44. Please revise your notes in future filings to clarify the reasons for the difference.

In 2013, the Company prepaid certain debt instruments at various times throughout the year. In association with the IPO and Notes Offering, the Company prepaid, in whole or in part, its €624.0 million

Norwegian Pearl and Norwegian Gem Revolving Credit Facility, €308.1 million Pride of Hawai’i Loan, $334.1 million Norwegian Jewel Term Loan, €258.0 million Pride of America Hermes Loan, €40.0 million Pride of

America Commercial Loan, Norwegian Sky purchase agreement, $450.0 million 11.75% Senior Secured Notes due 2016 and 9.50% senior unsecured notes.

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In connection with these prepayments, the Company recorded a total expense of $90.5 million, comprised of both the bond redemption fees that were paid to the holders as well as the write-off of deferred financing fees. In the second quarter of 2013, the Company further prepaid, in whole or in part, its $334.1 million Norwegian Jewel Term Loan,

Breakaway One and Two Term Loan Facilities, €258.0 million Pride of America Hermes Loan, €308.1 million Pride of Hawai’i Loan, €40.0 million Pride of America Commercial Loan, 9.50% senior unsecured notes, $750.0 million Senior Secured Revolving Credit Facility and the €624.0 million Norwegian Pearl and Norwegian Gem Revolving Credit Facility in association with NCLC entering into the New Senior Secured Credit Facilities as well as entering into supplemental deeds on other aforementioned facilities. In connection with these prepayments, the Company recorded a total expense of $70.1 million, which comprised of bond redemption fees that were paid to the holders as well as the write-off of deferred financing fees. In total, the expense recorded to interest expense related to these debt prepayments was $160.6 million, of which $37.3 million related to the write-off of deferred financing fees.

In future filings, we will disclose in the notes to the financial statements further detail regarding material amounts in connection with debt prepayments and interest expense related effects.

Note 8.

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We note your disclosure that in connection with the Corporate Reorganization, NCLC’s outstanding profits interest granted under its profit sharing agreement to management (or former management) of NCLC were exchanged for an economically equivalent number of NCL Corporation Units.

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Please tell us and revise your filing to explain in greater detail how Management NCL Corporation Units were accounted for within your financial statements at the time of the corporate reorganization, including the recognition of any share-based compensation.

We accounted for the exchange of the outstanding profits interests for the economically equivalent number of NCL Corporation Units and share-based option awards which resulted in an award modification. An award modification requires that the fair value of the awards immediately before the modification and immediately after the modification be determined. We engaged a third-party valuation firm to assist in the completion of a valuation which was derived using a binomial lattice model.

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It was determined that the post-modification award value derived greater value versus the pre-modification award value, resulting in the recognition of incremental compensation expense. At the date of award modification, approximately $5.5 million of incremental cost associated with vested awards was charged to share-based compensation, with the remaining unvested portion to be charged over the remaining vesting period.

In future filings, we will disclose in the notes to the financial statements greater detail regarding how the Management NCL Corporation Units were accounted for at the time of the Corporate Reorganization and any material amounts regarding share-based compensation.

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We note your disclosure in Note 8 that the share-based compensation expense for 2013 includes $18.5 million of non-recurring charges associated with the Corporate Reorganization. Please provide us more details about the nature of this charge and tell us how this amount was determined or calculated.

The Corporate Reorganization resulted in the following non-recurring charges associated with share-based compensation expense (in millions):

Performance-based units - compensation expense (a)

13.0

Profits Interests Award modification incremental compensation expense (b )

5.5

18.5

(a) As of the date of the IPO, the performance-based units had unrecognized compensation expense of approximately $13.0 million. In accounting for these awards, there were no previous charges associated with the performance condition as the probability of vesting occurring was outside the Company’s control.

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Upon consummation of the IPO, the probability of vesting was attained which in turn triggered the recognition of all previously unrecognized compensation expense associated with the awards that were expected to vest.

(b) As referenced within Note 8, NCLC’s outstanding profits interests granted under its profits sharing agreement to management (or former management) of NCLC were exchanged for an economically equivalent number of

NCL Corporation Units, which subsequently became known as Management NCL Corporation Units. In accordance with ASC 718, we assessed the changes in terms and conditions included within this award modification. Based on the valuation, approximately

$5.5 million of incremental cost associated with vested awards was charged to share-based compensation.

In future filings, we will disclose in the notes to the financial statements any material amounts regarding share-based compensation.

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We note that the reconciliation of income tax expense disclosed on page F-23 includes a tax benefit from global tax platform of $6.074 million. Please explain to us and revise to disclose the nature of this adjustment.

In future filings, we will disclose the nature of any material amounts to the reconciliation of income tax expense by adding a clarifying footnote (1) as follows:

Our reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax expense was as follows (in thousands):

Year Ended

December 31,

2013

2012

2011

Tax at Bermuda statutory rate

—

Foreign income taxes at different rates

14,020

706

1,700

Benefit from global tax platform (1)

(6,074

Tax contingencies

1,394

Expense from change in tax status

2,462

Income tax

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expense

11,802

(1)

During 2013, the Company implemented a restructuring plan to provide a global tax platform for international expansion. As part of the plan, the Company became a tax resident of the United Kingdom. As such, it qualifies for relief from U.S. Branch Profits taxes under the US-

UK Tax Treaty. In addition, the restructuring resulted in additional interest and depreciation deductions which reduced the Company’s overall income tax expense.

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We note your disclosure that for the year ended December 31, 2013 you had non-cash financing activity of $10 million in connection with the modification of certain fullyvested Management NCL Corporation Units from liability to equity award status.

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Please provide us more details regarding the nature and terms of the modification, including why you believe it was appropriate to reclass certain fully vested Management NCL Corporation Units from liability to equity award status.

Upon the IPO, a former executive’s $10 million liability award was settled with an economically equivalent number of Management NCL Corporation Units. The liability award was fully vested at the time of the settlement and was reclassified to equity in the balance sheet resulting in a non-cash financing activity. Read in the reply ↗

We note that you have included the condensed financial statements of the parent company as required by Rule 5-04 of Regulation S-X. Please revise to also disclose the amount of such restricted net assets for your unconsolidated subsidiaries and consolidated subsidiaries as of the end of the most recently completed fiscal year, as required by Rule 4-08(e)(3)(ii) of Regulation S-X.

We calculated restricted net assets as a percentage of consolidated net assets as of December 31, 2013, and noted that it is below the 25 percent threshold established by Regulation S-X. As such, additional disclosure is not considered necessary. Read in the reply ↗

Please ensure that all applicable comments issued on Norwegian Cruise Line Holdings, Ltd. Form 10-K for the year ended December 31, 2013 are also addressed in NCL Corp’s filings.

We will address all applicable comments issued on NCLH’s Form 10-K for the year ended December 31, 2013 in NCLC’s future filings.

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As requested in the Comment Letter, Norwegian acknowledges that:

•

Norwegian is responsible for the adequacy and accuracy of the disclosure in the filing;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Norwegian may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal

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securities laws of the United States.

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