Good morning, and welcome to the Norwegian Cruise Line Third Quarter 2014 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions for the session will follow at that time. (Operator Instructions). This conference call is being recorded. On today's call from Norwegian Cruise Line Mr. Kevin Sheehan, President and Chief Executive Officer and Ms. Wendy Beck, Executive Vice President and Chief Financial Officer. Mr. Sheehan will begin the call with opening commentary followed by Ms. Beck, who will provide detail regarding the quarter. The call will return to Mr. Sheehan for final comments, after which we will open up the call for your question. As a reminder, this conference call is being simultaneously webcast on the Company's Investor Relations website at www.investor.ncl.com and will be available for replay for 30 days following today's call. Before discussing the Company's result, I would like to cover a few items. The Company's press release for third quarter 2014 results was issued last night and is available on its Investor Relations website. I would also like to review information about forward-looking statements and the use of non-GAAP information as a part of this call. The Company's comments today may include statements about our expectations for the future. Those expectations are subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results and performance in future periods to be materially different from any future results or performance suggested by these expectations. The Company cannot guarantee the accuracy of any forecast or estimates and we undertake no obligation to update any forward-looking statements during the quarter. If you would like more information on the risks involved in forward-looking statements, please see the Company's SEC filings. In addition, some of our comments may reference non-GAAP financial measures. A reconciliation of the most directly comparable GAAP financial measures and other associated disclosures are contained in the Company's earnings release and website. With that, I'd like to turn the call over to Mr. Kevin Sheehan. Mr. Sheehan, you may proceed.

Thanks and good morning, everyone. Well, it's been a busy couple of months here at Norwegian and as you know, we've recently announced an agreement to acquire Prestige Cruises, parent company of Oceania Cruises and Regent Seven Seas. Teams from both companies have been working diligently on integrating the two organizations to set an optimal organization. I'll take you through in a little bit, that will facilitate knowledge sharing and decision making, while ensuring that we identify opportunities to leverage each brands, strengths. Under one organization, the combination of Norwegian, Oceania and Regent brands will result in a unique cruise operator with a portfolio brands that cover every key segment in the cruise industry. Norwegian offers the freedom and flexibility of a resort style vacation onboard, some of the most innovative ships in the industry. Oceania offers an upper premium experience with unparallel culinary offerings on its fleet of mid-size ships and Regent offers the ultimate all inclusive luxury cruise experience. In addition, to working on this important integration. The team at Norwegian did not lose focus on what's important and that is delivering exceptional cruise vacations to our guests. Over 500,000 of them in fact, this alone from Copenhagen to [indiscernible] to Miami to Mykonos. Norwegian welcomed more passengers this quarter than at any time in our 47-year history. This growth will only continue as we look forward to delivery of the Norwegian Escape and the rest of our Breakaway class ships in coming years. In the quarter, we continued with our successful four ships deployment in Europe and for the first summer on over a decade. Norwegian offered a seven day Caribbean cruise to Miami onboard our newest ship Norwegian Getaway. This quarter, not only marks a record milestone in terms of passengers carried and return to summer…

Thanks, Kevin and good morning, everyone. The following commentary unless otherwise noted compares third quarter 2014 and 2013, on an as reported basis. A 13.1% increase in capacity days coupled with a 3% improvement in net yield resulted in an increase in revenue to $907 million from $797.9 million, in 2013. The capacity increase was the result of full quarter of sailings from Norwegian Getaway in her first summer of season of seven day voyages in the Caribbean. For addition of the fleet and year round deployment out of Miami resulted in our increased in our third quarter Caribbean deployment to 23% from 13% in 2013. The 3% improvement in net yield was the result of higher net ticket, onboard and other revenue along with ongoing margin improvement initiatives. This yield improvement is even more impressive considering the strong comps; we are rolling over from the third quarter, 2013. These comps included to 3.7% increase in net tickets per diems, which were augmented by the strong demand in pricing associated with the launch of first in class ship in this case, Norwegian Breakaway, which sails her inaugural summer season in Bermuda at this time, last year. In addition to the benefit of Norwegian Breakaway strong pricing, we also strategically held pricing through the third quarter following the industry incidence, which occurred earlier in 2013. Lastly, net yield experienced a benefit from foreign exchange rates in the period, which on a full result basis impacted adjusted EPS by approximately $0.02. Going forward, we expect foreign exchange to inversely impact the fourth quarter of approximately the same amount. Now turning to costs, adjusted net cruise cost excluding fuel per capacity a day increased 2.6% or 2.2% on a constant currency basis. The increase was a result of the strategic investments we have…

Thanks, Wendy and as I mentioned in my opening comments. We remain on track to close the acquisition of Prestige Cruises International and are hard at work on our integration plans to establish the industry leading diversified cruise operator. We currently anticipate closing the transaction in mid-November. To-date, we have taken the following steps in the process to close the transaction. First, we received Hart-Scott-Rodino Antitrust clearance. Next on October 16, we received clearance for the SEC information statement providing shareholders 20 days’ notice regarding the pending transaction. We've also received approval from SACE, Italy's Export Credit Agency to assume the debt related to Oceania's two most recent ships along with the 2016 Regent delivery. In addition, we held successful meetings with banks and also with the rating agencies in anticipation of a notes offering, which will be marketed in the very near future. The Prestige and Norwegian team are working together to integrate two organizations in a very thoughtful way. The organization structure which I think will be the blueprint for the industry, we include Drew Madsen running Norwegian and Regent and Oceania, with Frank Delrio at the helm, as Chief Executive Officer, with Kunal Kamlani continuing running the day-to-day business as President and Chief Operating Officer. In addition to the two President, Wendy along with new build, and a few others areas will report to directly to me. Also, reporting to me will be Jason Montague, the current Chief Financial Officer of Prestige, who will Head the integration full-time. This is important to me, as we are also matrixing four areas shipboard operations, human talent both shoreside and ship side, passenger services and destination services. This structure is poised to realize significant additional synergies over the coming years, as we continue to carefully employee best practices to position…

Thank you, Mr. Sheehan. (Operator Instructions) our first question is from Greg Badishkanian of Citigroup. You may begin. Greg Badishkanian – Citigroup: Great, thanks. Could you give us a little bit of color on the Caribbean versus Europe in terms of maybe how you think the net yields are progressing for 2015? Obviously, 2014 was a little bit tough on the Caribbean.

Yes, that's a great point. As we look at it, actually the fourth quarter is pretty well set, so let's focus on the theme. On 2015, the thing that we've done, I think that was a very smart move. Is we are significantly more loaded on the Getaway and the Epic and the Breakaway is also more loaded for the first quarter, which I think will enable us to be in a stronger position as we go through the wave season to continue to optimize the pricing, as we get through that quarter. And for all the Caribbean market for our company. We are well ahead in every quarter for 2015. So I think that's all good news and then on the pricing side and I think you got to take this a little bit into perspective and you heard this before from the other players. The first quarter is a little bit of stilled the growth, but it's a little bit not a big year-over-year growth, but I think it's under 1% for the industry growing to 53% from 52.2%, but what happens in the second quarter, and the third quarter, and fourth quarter is that contracts there's actually an improvement from the prior year, so that should bode well as well. So the European market continues to work consistent with what it has happened in the prior year, but the first quarter is going to be a little bit. I think, when we touched on it, we had a phenomenally successful charter in, if for the Olympics in Sochi and it was significantly above what that ship would have done, had it stayed in the market, in the worst part of the year as you know, that's the weakest part of the year. So we were able to improve our yields in that first quarter, because of that, so we'll be laughing that as well as the Bud Light Hotel. As we see it today, if the booking patterns play out as we expect, we believe the first quarter will be close to positive maybe a 0.1% up or so and then it gets much better as you get past the first quarter. So the first quarter along with the industry is the one, where we are all focused on, but things seem to look, like they're really improving as you get past that first quarter. Greg Badishkanian – Citigroup: Yes, it's great color. Kevin and just another separate question, if I could? When you announced the acquisition, I think you had a page of different synergies that you could achieve which was greater than the $25 million, has that page turned into two pages or have you cut that down, a half a page.

Not that, I'm going to tell you today. So I would say the thing, I was – and I have been told to contain my enthusiasm, because we haven't closed yet. The synergy number that we communicated on the announcement, is I would say in the bag, having the organization set up the way, we are, I think we have enormous opportunities and is going to be something that well the opportunity is not only, that we'll realize on day one, but as you know with Jason and I working full time on this. We are going to be getting into each and every area, making sure we've got best practices and of course a best proposition to our guest, and the travel agents to make sure, they see that this is a business that's on the run from an improvement and guest scores for all three brands. So we're really excited about it, but the punch line I think is that we'll be hopefully benefit, but I don't want to get too far into it, and that will come out quickly in 2015, but it's going to be the nice thing about this is, in addition to [indiscernible] and management initiatives that we are still working on the Norwegian side, that will have opportunities on the Prestige side. These margin opportunities will be a runway for three years, four years, five years because you want to be careful, as you do this to always make sure that the guest, thinks we are improving the proposition as oppose to anything else. Greg Badishkanian – Citigroup: Great, thank you very much.

Thank you. Our next question is from Steve Wieczynski of Stifel. You may begin. Steve Wieczynski – Stifel: Good morning, guys. So Kevin, I know you talked before about your margins and the margin improvement there has been pretty impressive but, as you kind of dig in, a little more with Prestige and I think, you just address this a little bit, but how much more upside you think there is, going forward in terms of year, your margin structure overtime.

You know, it's funny when we talked about this. Most probably less than 18 months ago, I think we were about 25%, we said we were going to be up 500 basis points and now we are half way, there. I think at the industry phase in a reasonable place and hopefully, the economic stuff starts to get a little, it's never going to be a big huge positive economic rebound, but if it's on the margin, a little bit better, employment has gotten significantly better, interest rates remain well. If that starts to catch up with the consumer spending, we believe that there is an enormous. I don't want to, maybe Wendy will kill me, but there's probably another 500 basis points and you know when we look at our model, if we, we're not looking at aggressive stuff and I think you guys have all built models, you know two to three or whatever each individual firm has used for pricing and onboard revenue and just doing, what we've done for 6.5 years and continuing in that momentum. I think there's an enormous opportunity and then on top of that, the opportunities of putting three great brands together smartly will enable us to have a nice benefits. So yes, we have a little bit of work to do, to make sure when we consolidate that we continue on our journey, but I believe that we have that opportunity without getting too much into it. So it's all good. Steve Wieczynski – Stifel: Okay, great and then second question, with Prestige. It's basically going to be a two-part question, but you talked about Norwegian in terms of what you're seeing so far in 2015, can you give us maybe high level color, what you're seeing with Prestige and then on the synergy side, I know you said, you're not going to give us an updated number, but as you kind of dig a little bit more to Prestige. If there is upside to that $25 million synergy target, what area do you see the most, what area do you see the most upside or potential upside coming from?

Well, I think we're being very, very careful in integrating these brands. We have three great brands that are doing phenomenally well in the market. So we have to be very thoughtful and careful, and if there's, I think we alluded to last time, that when you go to all the 100 supports that the three brands go to, and having a little bit more fire power. I actually had dinner with the Premier of Bermuda on Thursday night, what is today. Tuesday, couple days ago. I have no life, by the way. So we had dinner and of course, his interest level is more excited because he's saying, oh! my god. You've got these other two great brands and the ship can get into Hamilton. So I'm telling you, we are going to engage and optimize every one of these opportunities. Bermuda is a magnificent location and as you know, the big ships go into dockyards at one end of the island, and there was the other end, that we used to go into the smaller ships. So we are looking for ideas, of how to improve on that experience with being able to make, like we used to do with the smaller ships start on one side of the island and then we would move to the other side. So with these two additional brands, we certainly have his attention and he wants to make sure, we are aligned on our success going forward. So he's a brand new Premier, fourth one actually I'm embarrassed to say, since I joined the company seven years ago, but this guy is a career politician and I think he's got, he understands the mathematics behind it, that's just one example. Support opportunities are there, we've got destination services, as you saw there's a separate service. All of the work we do, in Shore Excursions getting best execution on the cost side. it never hurts to go around with a new organization scale and hey, say, look this is the price that we had and now. So we see the opportunities there, we see lots of opportunities on the fuel side. lots of work that we've been doing, you guys have heard, all of the great work that we've done over the last number of years. We expect to be able to benefit some of that on the Prestige side, but also continuing as we're learning on these new ships. So back to the original question. How do we seek 2015? So they're booked solidly for 2015 and their revenue is up significantly for 2015. I do want to say, they're feeling a little bit of the same stuff in the first quarter. So the first quarter is the journey for all of us, in the industry and then once, we get past there. The rest of the year, looks pretty darn good. Steve Wieczynski – Stifel: Okay, great. Thanks for the color. Appreciated.

Thank you. Our next question is from Harry Curtis of Nomura. You may begin. Harry Curtis – Nomura: Hi, good morning, everyone. Maybe if could just take a step back and Kevin, you can give us a bit of history behind, why is that coming together of these companies make sense and versus this transaction not happening one or two years ago. What were the challenges then?

That's great question, Harry and I think, I alluded to it. This is been a long, long process for me. I started this conversation four years ago, with one of the founder guys from Apollo. We both walked away, saying oh! my god, this makes so much, get it done. And that was the, without getting into the noise of all the different owners and where the funds were invested and on and on. So it just turned out, that it was much more complicated thing at that time and here we were launching between Epic and Breakaway and taking the company, so we were distracted, with all these other exciting initiatives and so running continuously towards, where we are reporting today. When the S-1 went out for Prestige, I saw that as an opportunity to restart that conversation and I actually had talked to Frank Delrio over the last couple of years, a few times and we both kind of say, hey, doesn't this make an awful lot of sense. We just never got past that, until the S-1 was filed and when it was filed, I put together a proposition and I have to tell you, it wasn't, it was very clear from the strategic standpoint and all the rest of it, but you never know, what different partners, what their separate strategies are long or short-term with our stock. So as I expected, it was complicated process, at the end of the day, all of our board members were really excited, when we showed them the opportunities for transaction. So it's just because so compelling, when you look at the ability for us to have more scale and as you know, we've done a terrific in on the scale side of the business, and we will continue…

Thank you. Our next question is from Robin Farley of UBS. You may begin. Robin Farley – UBS: Great, thanks. I just wanted to clarify a couple of things. I know you talked a lot about sort of qualitatively the outlook next year. But it sounded like you said, actually up 1% for yield in Q1, I just want to make sure, I understood that correctly. What are you expecting in guidance and then? Was there any sort of range quantitatively to think about yield for next year after Q1? You said, it sounded like you said, better than the 1% growth.

Oh! yes, it's too early to get too far into the numbers. As you could imagine, while we're still in the budget process, but the yield numbers out. I'm looking after the full year and this isn't, I mean I may have to go back and push back to anybody that came in a level that was very comfortable to me, relative to the model. So I could say that and that skewed a little bit because at the first quarter, as you said, if the booking patterns continue the way we see it. We can finish the year, with a positive 1%, but that's a huge, I got to tell you, given the market dynamics in the first quarter and the fact, that we have Sochi and the Bud Light Hotel in the first quarter, that's a phenomenal result because it was a huge, huge number from the Sochi incremental amount. So to give you a little bit of color on that and as Wendy mentioned on the conference call, just one other thing. Remember, it is really on as an organic year, other than on the margin, right. So the Getaway you're going to have four sailings to six sailings into the beginning of the year and Escape by the time it gets into a service. It is just four sailings to six sailings in the back end of the year. So it's, I think it will be a testament of us, as an organization. How we operate in an organic environment? We did this in other years and prove ourselves, where we were able to drive very good yields and we are up to the task again. Robin Farley – UBS: Okay, great and then, I wonder just to quantify a couple other things, the items. Wendy, maybe this is in wheelhouse, but how much did shifting the drydock out of Q4, how much does that help expense non fuel expense per unit or maybe an EPS, whatever is you know the way to think about, how that helped, is helped in Q4? And then, can you quantify how much, the charters, what the charters contributed to your Q1 yield growth last year and earlier this year to sort of think about, what you're comping against with that? And then just last thing, if I could throw it in there, there have been some interesting sort of dynamic in the last two quarters, with your growth yield in and your net yields. Is that kind of the yield guidance for Q4 and into Q1? Should we think about that and maybe a similar thing where maybe more of the net yield growth, is coming from the netting against growth, where you know gross yield wouldn't be up, but it would be the change in commissions?

Okay, so first off regarding the benefit of deferring the Gem drydock. It's about $2 million, $3 million benefit net of all the work that we are doing, in addition to taking the cabins out of service to get all of the Norwegian NEXT programs done well, while the ship is running.

Yes, so remember, we took the ship. It wasn't due for drydock for more than a 1 year and we got so anxious to get the O'Sheehan Pub and Churrascaria situated in the right areas and all of that. So that's why we set the drydock prematurely and once we went through and sharpened our pencils. We said, hey, this doesn't have to be done until more inconsistent with a requirement. So we pushed that out. So when these numbers $2 million and $3 million is part of the benefit and you've got some [indiscernible] they're taking out for the workers that are doing the work and they're also getting the scrubbers up and running too. So there is a lot of trust going on, in the fourth quarter relative to getting the ship to the level that we believe, drive the excitement of the brand. You had some other stuff.

Sure and then on the, I'm sorry it was the yield, right?

The yield, yes.

So with the commissions transportation, other line as we have said last quarter, we expect that to run rate basis between 15.5% and 16% last quarter was like 15%, this quarter was at 15.8%. there is a number of things that we will see a permanent benefit in and that's due to renegotiated port contracts with significant GTF [ph] savings, but actually benefits our customers. Also renegotiated credit cards cost. We're flowing even more casino channel business through which is as you know, very efficient way to get guest onto our ships from a commissions standpoint and then more targeted incentive programs. So you will see that continue, that's not just a one-time benefit or a two quarter benefit. You will see that, Robin, even into the outer years and we have lot to work to do with the Prestige transaction to continue, to go back and renegotiate it even more great deal, especially on the port and credit card.

Robin, you also asked about the onboard? Robin Farley – UBS: I was asking with the charters in Q1, last year. The Sochi and the Bud Light Hotel, just to sort of think about how much they added. When we are thinking about comping, that the up 1% is really on a like, if you – I guess what part of 3.8% increase last year or earlier this year, was from those charters?

Yes, we don't want to get into too specific. You're asking us questions nobody gives, you that kind of detail and we are only one brand. I would say that, it was probably a little bit over a point of the growth, we are not getting more specific than that. Robin Farley – UBS: Okay, alright, great. Thank you very much.

Thank you. (Operator Instructions) Our next question is from Steven Kent of Goldman Sachs. You may begin. Steven Kent – Goldman Sachs: Hi, good morning. So two questions, one can you just talk about your interest in, of expanding into Asia. We've heard about from some of the other cruise companies, especially with the Prestige acquisition because I think, they do go into Asia and do some itineraries and how do you feel about the Norwegian brand going in there. And then second, I'm still struggling with the pricing of Caribbean versus Europe and CCL and RCL generally said, European commentary or European trends were good. I wanted to hear your thoughts and I have to tell you, I was surprised. I saw actually MSC giving a free cruise on one of their new ships in Caribbean, if you booked in the Mediterranean for next summers, I thought that was pretty aggressive stand to whether you're seeing that in other places or other ways.

Well, let me start with that. I mean, I can't really quote too much MSC. It's a great brand. It's a family-owned entity. As you know, they're moving out of the Caribbean as the winter season ends and going back to Europe. So you know, you can do your own thoughts on that. You have to remember MSC is a great brand over in Europe and it's really not in consistently in the United States and it's a massive ship, a massive huge ship what they port in here, along with as you know all the inventory that we talked at the length about. So I think some of that is reality, at getting them in their comfort zone, guests on their ships in their core markets. So that's, that. As far as Europe, we see that continuing, we feel the pricing in Europe will – remember, we said we had great pricing as an industry in 2014. Let's be real about it. We all had a lot of carnage in '12 and '13. So getting positive pricing is good, of course, but we have a road to go and I think, we are all focused as an industry on getting back to our rightful place and so I think that's a two year, three year journey, but we see good pricing in Europe continuing. As far as Asia, which I think was the last piece. Yes, Prestige of course is a very global brands both Oceania and Regent. They both go too well over 300 destinations over the course of the year throughout Asia and other markets around the globe. Yes, there is learnings on that, for us of course. We also have had learnings from Star Cruises. So Steve, the point is, you know there is a lot of inventory going over to those markets and Kevin, is a little bit more conservative, yell at me, if you want and the other guys joke about. Hey, you're not going to come in, until we all break the market in and then you're going to come in and wash away and then I said, that's really what you do, when you have 13 ships going to 14, 15, 16, 17 over six-year period. So we are going to be cautious, we are going to stay where we know, we have a return that we can continue to deliver the consistency that you've seen since 6.5 years or whatever it is ago, and we will be open of course and as we get out in the future. You know whether it's '16-ish, you should start to see us having a much clear strategy about us because we do believe, we have guests that want us to be us in those markets and we will overtime get there, but again, with an air of caution. Steven Kent – Goldman Sachs: Okay, thank you.

And Shannon, we have time for one more question.

Our next question is from Assia Georgieva of Infinity Research. You may begin Assia Georgieva – Infinity Research: Good morning, good job on Q3 and I had a couple of quick questions. Pride of America, does it make sense to possibly move that ship into the ocean – have any new builds coming in? And tried to explore the full potential of that unique destination?

Yes, a great question and something we're talking about. I'm not a 100% sure, whether it does or doesn't, but you're right. The yields that would be gone, under one of the other brands would be higher, but we think, we have the ability using their marketing approach to benefit greatly from the Delta that's there today, but that is something that is on the cards. You know we have, new leaders on the three brands and that's going to be an intellectual conversation that we will have amongst ourselves and we're going to do. As you know, everything we do, at Norwegian at the end of the day, is with a view to our shareholders. We are here to drive value for our shareholder and so if you're right and that would be a better results, we'd be open to anything. Assia Georgieva – Infinity Research: And the kind of you offered me a good segue into the shareholder view. In terms of, the stock that will be used as point of the purchase price. What kind of lockup agreements do you anticipate in lockup terms?

It's a great question and we anticipated it because to be honest with you, the Apollo guys were open to doing anything because they're so excited about the prospects of this company, but at the end of the day, I think what we did is, we locked up – where did we end up, we locked up the new shares for a year, to December '15?

'15, December, 2015.

Yes, through 2015 and some of the senior people from Prestige as well. So but it wasn't a big deal because everybody gets it and is excited about where we are going, so I mean we could have done. I probably could have said more if we wanted it, but I think you want to also see some liquidity start to open up, into our shares, but you know the way I look at it is. Now that we become, a bigger company, a big market cap company. The remaining private equity and [indiscernible] holdings. To me are three big shareholders and we look at them. Of course, they have a little bit different terms, but we look at them as three big investors, no different than the other investors that we have, we're working for everybody. Assia Georgieva – Infinity Research: Great, thank you so much, Kevin.

Thanks, everybody and thanks for your time and your support, look forward to our next quarter and as always, we are here to answer your questions, if there is anything that we haven't covered. Thanks, so much.

This concludes today's conference call. You may now disconnect.