NCL (NCLC) 8-K Norwegian Cruise Line Announces Proposed $680,000,000 Debt Offering

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The preliminary unaudited pro forma condensed consolidated financial information for the periods indicated gives effect to the consummation of the Transactions.

In connection with the Acquisition, it is anticipated that we will incur additional indebtedness including the New Term Loan A Facility, the New Term Loan B Facility and the Notes offered hereby (collectively, “New Norwegian Debt”), issue 20,296,880 Norwegian Ordinary Shares in the Share Issuance, and refinance a significant portion of Prestige’s historical debt.

The preliminary unaudited pro forma condensed consolidated balance sheet as of September 30, 2014 gives effect to the consummation of the Transactions as if they had occurred on that date. The preliminary unaudited pro forma condensed consolidated statements of operations give effect to the consummation of the Transactions as if they had occurred on January 1, 2013.

The pro forma information is preliminary, is being furnished solely for informational purposes and is not necessarily indicative of the combined financial position or results of operations that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. It does not reflect cost savings expected to be realized from the elimination of certain expenses and from synergies expected to be created or the costs to achieve such cost savings or synergies. No assurance can be given that cost savings or synergies will be realized. The pro forma adjustments contained in the preliminary unaudited pro forma condensed consolidated financial information are based on the latest available information and certain adjustments that management believes are reasonable. These preliminary unaudited pro forma adjustments include a preliminary allocation of the purchase price of Prestige to certain assets and liabilities based on fair value; however, the final allocation of the purchase price to acquired assets and liabilities will be based on a formal valuation analysis to be completed following the consummation of the Transactions. The actual results reported by the combined company in periods following the Transactions may differ materially from that reflected in this preliminary unaudited pro forma condensed consolidated financial information.

The preliminary unaudited pro forma condensed consolidated financial information presented is based on the assumptions and adjustments described in the accompanying notes. The preliminary unaudited pro forma condensed consolidated financial information gives effect to events that are (1) directly attributable to the Transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined company. The preliminary unaudited pro forma condensed consolidated financial information is presented for illustrative purposes and does not purport to represent what the financial position or results of operations would actually have been if the Transactions had occurred as of the dates indicated or what the financial position or results of operations would be for any future periods. The preliminary unaudited pro forma condensed consolidated financial information is based upon the respective historical audited and unaudited consolidated financial statements of NCLC and Prestige, and should be read in conjunction with (1) the accompanying notes to the preliminary unaudited pro forma condensed consolidated financial information, (2) “Selected Consolidated Historical Financial Data of NCLC,” (3) “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NCLC,” (4) our consolidated financial statements and the related notes included elsewhere, and incorporated by reference, in this offering memorandum, (5) “Selected Consolidated Historical Financial Data of Prestige,” (6) “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Prestige” and (7) Prestige’s consolidated financial statements and the related notes included elsewhere in this offering memorandum.

1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2014
(in thousands)

	NCLC (As Reported)			Prestige(a)			Pro Forma Adjustments				Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	54,808		$	274,850		$	(232,783	)	(b)	$	96,875
Accounts receivable, net		25,936			6,708			—				32,644
Inventories		51,263			12,173			—				63,436
Due from Affiliate		7,141			—			—				7,141
Prepaid expenses and other assets		57,214			58,452			9,690		(c)		125,356
Total current assets		196,362			352,183			(223,093	)			325,452
Property and equipment, net		6,319,933			2,053,281			168,418		(d)		8,541,632
Goodwill and tradenames		611,330			485,503			940,417		(e)		2,037,250
Other long-term assets		227,459			63,389			151,359		(c)		442,207
Total assets	$	7,355,084		$	2,954,356		$	1,037,101			$	11,346,541
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt	$	381,565		$	92,149		$	55,903		(f)	$	529,617
Accounts payable		99,889			11,691			—				111,580
Accrued expenses and other liabilities		274,803			107,203			22,610		(g)		404,616
Due to Affiliate		36,928			—			—				36,928
Advance ticket sales		504,057			470,469			(48,079	)	(h)		926,447
Total current liabilities		1,297,242			681,512			30,434				2,009,188
Long-term debt		3,082,346			1,437,579			984,323		(f)		5,504,248
Due to Affiliate		36,978			752,742			(752,742	)	(i)		36,978
Other long-term liabilities		52,321			28,738			183,872		(j)		264,931
Total liabilities		4,468,887			2,900,571			445,887				7,815,345
Commitments and contingencies
Shareholders’ equity:
Ordinary shares		37			136			(136	)	(k)		37
Additional paid-in capital		2,848,212			309,157			407,729		(k)		3,565,098
Due from Management NCL Corporation Unit holders		(3,550	)		—			—		(k)		(3,550	)
Accumulated other comprehensive income (loss)		(59,213	)		(61,575	)		61,575		(k)		(59,213	)
Retained earnings (deficit)		100,711			(193,933	)		122,046		(k)		28,824
Total shareholders’ equity		2,886,197			53,785			591,214				3,531,196
Total liabilities and shareholders’ equity	$	7,355,084		$	2,954,356		$	1,037,101			$	11,346,541

See accompanying notes to unaudited pro forma condensed consolidated balance sheet.

2

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

(a)	Certain reclassifications have been made to the historical financial statements of Prestige to conform to NCLC’s presentation.
	The following material reclassifications have been made to the Prestige historical financial statements (in thousands):

Reclassifications to Prestige Historical Financial Statements	As of September 30, 2014
Reclassify in-transit credit card remittances from accounts receivable, net to cash and cash equivalents	$	10,057
Reclassify advertising paper from inventories to prepaid expenses and other assets	$	1,710
Reclassify spare parts from inventories to property and equipment, net	$	8,168
Reclassify tradenames from other long-term assets to goodwill and tradenames	$	80,645
Reclassify capital lease from accrued expenses and other liabilities to current portion of long-term debt	$	2,492
Reclassify capital lease from other long-term liabilities to long-term debt	$	7,418

(b) Represents estimated sources and uses of funds as follows (in thousands):

Sources of Funds:
New Norwegian Debt	$	1,730,000
Total sources		1,730,000
Uses of Funds:
Purchase of Prestige–cash portion		1,108,798
Refinancing of Prestige historical debt, including prepayment premium and accrued interest		744,683
Estimated debt issue costs–New Norwegian Debt		45,540
Estimated direct transaction fees and expenses		63,762
Total uses		1,962,783
Net use of historical cash	$	(232,783	)

(c) The composition of the pro forma adjustments is as follows (in thousands):

	Prepaid Expenses and Other Assets			Other Long-Term Assets
Historical deferred financing fees(1)	$	(11,735	)	$	(47,756	)
New deferred financing fees(2)		21,425			24,115
Amortizable intangible assets(3)		—			175,000
Pro forma adjustment	$	9,690		$	151,359

(1) Financing fees related to the historical Prestige debt to be extinguished upon the consummation of the Transactions.

(2) Financing fees to be capitalized related to the New Norwegian Debt to be amortized in accordance with the term of the related debt, which is preliminarily expected to be 3 to 5 years. These fees were estimated based on the preliminary terms of the financing commitment.

(3) Intangible assets consist of customer relationships and backlog, which are preliminarily expected to be amortized over 3 and 1 year(s), respectively. The actual adjustment may differ materially based on the final determination of fair value.

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(d) Primarily represents the estimated increase in the basis of the ships related to the preliminary valuation. The valuation of the ships considered the application of the market and cost approaches. The comparable sales method of the market approach is based on current market conditions and recent transactions of similar size vessels adjusted for the physical deterioration, and functional and economic obsolescence, if applicable. The cost approach recognizes that a prudent investor will pay no more for an asset than the cost to replace it new with an identical or similar unit of equal utility. The determination of the replacement cost is adjusted for physical deterioration, and functional and economic obsolescence, if applicable. Both methods were used in the estimation of the fair value of the ships and weighted on the relative appropriateness of each method given the specific facts and circumstances surrounding the ships including size, condition, current market conditions, comparison to other ships and other qualitative factors. The actual adjustment may differ materially based on the final determination of fair value.

(e) Under the purchase method of accounting, the total estimated consideration will be allocated to Prestige’s tangible and intangible assets and liabilities based on the final determination of the estimated fair values as of the effective date of the Acquisition. The preliminary adjustment is calculated as follows (in thousands):

	As of September 30, 2014
Calculation of Consideration:
Purchase of Prestige–cash portion	$	1,108,798
Purchase of Prestige–equity portion(1)		716,886
Contingent consideration		43,038
Total consideration	$	1,868,722
Preliminary Allocation of Consideration:
Total consideration	$	1,868,722
Prestige book value of net assets		(53,785	)
Adjustments to net book values:
Property and equipment, net		(168,418	)
Amortizable intangibles		(175,000	)
Prepaid expenses and other assets–deferred financing/offering fees		11,735
Other long-term assets–deferred financing fees		47,756
Accrued expenses and other liabilities		46,304
Advance ticket sales		(48,079	)
Due to Affiliate		(752,742	)
Long-term debt		23,090
Other long-term liabilities		140,834
Adjustment to goodwill and tradenames		940,417
Less: adjustment to tradenames		(524,355	)
Adjustment to goodwill	$	416,062

(1) The 20,296,880 Norwegian Ordinary Shares to be issued in the Share Issuance are valued at $35.32 per share, which is the closing share price of the Norwegian Ordinary Shares as of October 27, 2014. A $0.10 change in the share price will result in a $2.0 million change in the Merger Consideration.

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(f) Represents the adjustment necessary to reflect the issuance of New Norwegian Debt and refinancing certain historical Prestige debt. The estimated net change in outstanding indebtedness results from the following (in thousands):

New Norwegian Debt	$	1,730,000
Refinancing of historical Prestige debt:
Debt principal, net of discounts		(712,864	)
Fair market value adjustment on assumed debt		23,090
Net change in debt	$	1,040,226

The balance sheet classification is as follows:
Current portion of long-term debt	$	55,903
Long-term debt		984,323
Net change in debt	$	1,040,226

(g) The composition of the pro forma adjustment is as follows (in thousands):

	Accrued Expenses and Other Liabilities
Estimated assumed seller transaction fees	$	23,840
Accrued estimated transaction fees(1)		(15,730	)
Unfavorable contracts(2)		22,700
Other(3)		(8,200	)
Pro forma adjustment	$	22,610

(1) Represents transaction fees accrued as of September 30, 2014 that are expected to be paid from the Financing Transactions.

(2) Short-term component related to unfavorable agreements assumed in the Transactions.

(3) Primarily relates to accrued interest that will be paid at the consummation of the Transactions.

(h) Represents the pro forma adjustment to decrease advance ticket sales to the amount representative of the combined company’s future performance obligation. The advance ticket sales were valued using a version of the Income Approach, known as the Build-Up Method, to estimate the cost necessary to fulfill the obligation, including an allowance for a reasonable profit on the fulfillment effort. These costs were based on an assumption that a certain portion of operating infrastructure would be necessary to fulfill these obligations. The costs were summed and a reasonable profit was added on the fulfillment effort. These adjusted costs were then discounted to present value using a discount rate commensurate of the liability.

(i) The Merger Agreement contemplates a pre-closing recapitalization of Prestige, wherein all outstanding Company Notes and Company Warrants (each as defined in the Merger Agreement) issued by Prestige may be exchanged for newly-issued shares of Prestige Common Stock or shares of Class B common stock of Prestige prior to the consummation of the Transactions.

(j) Represents (1) $43.0 million related to the contingent consideration payout, (2) $142.3 million related to the long-term portion of unfavorable contracts and (3) the reversal of a $1.4 million deferred tax liability that will not be incurred by the combined company. The contingent consideration was valued using various projected 2015 revenue scenarios weighted by the likelihood of each scenario occurring. The probability weighted payout was then discounted at an appropriate discount rate commensurate for the risk of meeting the probabilistic cash flows.

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(k) The composition of the pro forma adjustments is as follows (in thousands):

	Ordinary Shares			Additional Paid-in Capital			Due from Management NCL Corporation Unit Holders		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Deficit)			Total Shareholders’ Equity
Elimination of pre-merger Prestige equity balances	$	(136	)	$	(309,157	)	$	—	$	61,575	$	193,933		$	(53,785	)
Share Issuance(1)		—			716,886			—		—		—			716,886
Prestige historical debt prepayment premium		—			—			—		—		(23,854	)		(23,854	)
Estimated transaction fees		—			—			—		—		(48,033	)		(48,033	)
Pro forma adjustment	$	(136	)	$	407,729		$	—	$	61,575	$	122,046		$	591,214

(1) The 20,296,880 Norwegian Ordinary Shares to be issued in the Share Issuance are valued at $35.32 per share, which is the closing share price of the Norwegian Ordinary Shares as of October 27, 2014. A $0.10 change in the share price will result in a $2.0 million change in the Merger Consideration.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2014
(in thousands)

	NCLC			Prestige(a)			Pro Forma Adjustments				Pro Forma(b)
Revenue
Passenger ticket	$	2,071,065		$	1,081,486		$	—		(c)	$	3,152,551
Onboard and other		866,252			190,077			—				1,056,329
Total revenue		2,937,317			1,271,563			—				4,208,880
Cruise operating expense
Commissions, transportation and other		482,882			347,351			—				830,233
Onboard and other		214,875			49,445			—				264,320
Payroll and related		414,273			66,832			(22,700	)	(d)		458,405
Fuel		315,077			104,514			—				419,591
Food		160,789			119,305			—				280,094
Other		257,897			144,459			3,545		(e)		405,901
Total cruise operating expense		1,845,793			831,906			(19,155	)			2,658,544
Other operating expense
Marketing, general and administrative		323,056			194,193			(1,770	)	(f)		515,479
Depreciation and amortization		245,779			89,897			33,718		(g)		369,394
Total other operating expense		568,835			284,090			31,948				884,873
Operating income		522,689			155,567			(12,793	)			665,463
Non-operating income (expense)
Interest expense, net		(119,949	)		(136,107	)		39,704		(h)		(216,352	)
Other income (expense)		3,541			(1,829	)		—				1,712
Total non-operating income (expense)		(116,408	)		(137,936	)		39,704				(214,640	)
Net income before income taxes		406,281			17,631			26,911				450,823
Income tax benefit (expense)		2,198			(363	)		(189	)	(i)		1,646
Net income	$	408,479		$	17,268		$	26,722			$	452,469

See accompanying notes to unaudited pro forma condensed consolidated statements of operations.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014
(in thousands)

	NCLC (As Reported)			Prestige(a)			Pro Forma Adjustments				Pro Forma(b)
Revenue
Passenger ticket	$	1,655,666		$	859,185		$	—		(c)	$	2,514,851
Onboard and other		681,306			146,404			—				827,710
Total revenue		2,336,972			1,005,589			—				3,342,561
Cruise operating expense
Commissions, transportation and other		374,716			270,758			—				645,474
Onboard and other		172,780			39,659			—				212,439
Payroll and related		321,386			50,991			(17,025	)	(d)		355,352
Fuel		236,753			80,802			—				317,555
Food		125,236			91,111			—				216,347
Other		197,133			113,189			3,276		(e)		313,598
Total cruise operating expense		1,428,004			646,510			(13,749	)			2,060,765
Other operating expense
Marketing, general and administrative		259,785			151,198			(2,011	)	(f)		408,972
Depreciation and amortization		188,885			68,605			12,036		(g)		269,526
Total other operating expense		448,670			219,803			10,025				678,498
Operating income		460,298			139,276			3,724				603,298
Non-operating income (expense)
Interest expense, net		(95,316	)		(101,116	)		28,672		(h)		(167,760	)
Other income (expense)		3,305			(8,387	)		—				(5,082	)
Total non-operating income (expense)		(92,011	)		(109,503	)		28,672				(172,842	)
Net income before income taxes		368,287			29,773			32,396				430,456
Income tax expense		(190	)		(426	)		(227	)	(i)		(843	)
Net income	$	368,097		$	29,347		$	32,169			$	429,613

See accompanying notes to unaudited pro forma condensed consolidated statements of operations.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013
(in thousands)

	NCLC (As Reported)			Prestige(a)			Pro Forma Adjustments				Pro Forma(b)
Revenue
Passenger ticket	$	1,400,470		$	779,309		$	—		(c)	$	2,179,779
Onboard and other		569,479			138,053			—				707,532
Total revenue		1,969,949			917,362			—				2,887,311
Cruise operating expense
Commissions, transportation and other		347,650			247,248			—				594,898
Onboard and other		153,431			33,732			—				187,163
Payroll and related		247,543			46,703			(17,025	)	(d)		277,221
Fuel		225,115			77,978			—				303,093
Food		101,232			87,215			—				188,447
Other		164,899			83,062			532		(e)		248,493
Total cruise operating expense		1,239,870			575,938			(16,493	)			1,799,315
Other operating expense
Marketing, general and administrative		234,994			131,871			271		(f)		367,136
Depreciation and amortization		158,699			62,683			65,799		(g)		287,181
Total other operating expense		393,693			194,554			66,070				654,317
Operating income		336,386			146,870			(49,577	)			433,679
Non-operating income (expense)
Interest expense, net		(257,969	)		(106,103	)		32,146		(h)		(331,926	)
Other income		1,167			6,651			—				7,818
Total non-operating income (expense)		(256,802	)		(99,452	)		32,146				(324,108	)
Net income (loss) before income taxes		79,584			47,418			(17,431	)			109,571
Income tax benefit (expense)		(151	)		183			122		(i)		154
Net income (loss)	$	79,433		$	47,601		$	(17,309	)		$	109,725

See accompanying notes to unaudited pro forma condensed consolidated statements of operations.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2013
(in thousands)

	NCLC (As Reported)			Prestige(a)			Pro Forma Adjustments				Pro Forma(b)
Revenue
Passenger ticket	$	1,815,869		$	1,001,610		$	—		(c)	$	2,817,479
Onboard and other		754,425			181,726			—				936,151
Total revenue		2,570,294			1,183,336			—				3,753,630
Cruise operating expense
Commissions, transportation and other		455,816			323,841			—				779,657
Onboard and other		195,526			43,518			—				239,044
Payroll and related		340,430			62,544			(22,700	)	(d)		380,274
Fuel		303,439			101,690			—				405,129
Food		136,785			115,409			—				252,194
Other		225,663			114,332			801		(e)		340,796
Total cruise operating expense		1,657,659			761,334			(21,899	)			2,397,094
Other operating expense
Marketing, general and administrative		298,265			174,866			512		(f)		473,643
Depreciation and amortization		215,593			83,975			87,481		(g)		387,049
Total other operating expense		513,858			258,841			87,993				860,692
Operating income		398,777			163,161			(66,094	)			495,844
Non-operating income (expense)	��
Interest expense, net		(282,602	)		(141,094	)		43,178		(h)		(380,518	)
Other income		1,403			13,209			—				14,612
Total non-operating income (expense)		(281,199	)		(127,885	)		43,178				(365,906	)
Net income (loss) before income taxes		117,578			35,276			(22,916	)			129,938
Income tax benefit		2,237			246			160		(i)		2,643
Net income (loss)	$	119,815		$	35,522		$	(22,756	)		$	132,581

See accompanying notes to unaudited pro forma condensed consolidated statements of operations.

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Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations

(a)	Certain reclassifications have been made to the historical financial statements of Prestige to conform to NCLC’s presentation.
	The following material reclassification adjustments have been made to the Prestige historical financial statements (in thousands):

Reclassifications to Prestige Historical Financial Statements	Twelve Months Ended September 30, 2014		Nine Months Ended September 30, 2014		Nine Months Ended September 30, 2013		Year Ended December 31, 2013
Reclassify charter revenue to onboard and other revenue	$	10,573	$	5,840	$	14,046	$	18,779
Reclassify the food component of payroll, related and food expense to food expense	$	119,305	$	91,111	$	87,215	$	115,409
Reclassify other ship operating expense to other expense	$	105,691	$	82,323	$	74,694	$	98,062
Reclassify loss on asset disposal from other expense to depreciation and amortization	$	1,055	$	909	$	—	$	146

(b) The preliminary unaudited pro forma condensed consolidated statements of operations do not reflect an additional $71.9 million for estimated transaction costs, which consists of $23.9 million of estimated assumed seller transaction fees and $48.0 million in estimated transaction fees of NCLC, as these charges are not expected to have a continuing impact on the results of operations of the combined company. The pro forma financial statements do include $24.8 million of transaction fees that have been paid or accrued through September 30, 2014. Additionally, the preliminary unaudited pro forma condensed consolidated statements of operations do not reflect up to approximately $27.1 million of contingent payments that may be paid related to certain employment contracts.

(c) The preliminary unaudited pro forma statements of operations do not adjust, in arriving at pro forma results, the impact of the advance ticket sales adjustment to record unearned revenue at fair value in purchase accounting, which is considered non-recurring as the period affected is within twelve months of the transaction date.

(d) Represents an adjustment to reflect amortization of unfavorable contracts.

(e) Represents an adjustment to direct expense for certain spare parts that historically have been capitalized by Prestige, but would have been expensed pursuant to NCLC’s accounting policies.

(f) The composition of the pro forma adjustments is as follows (in thousands):

	Twelve Months Ended September 30, 2014			Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013			Year Ended December 31, 2013
Service fee(1)	$	(875	)	$	(656	)	$	(656	)	$	(875	)
Third-party fees(2)		(2,264	)		(2,052	)		(867	)		(1,079	)
Non-cash stock compensation expense(3)		1,369			697			1,794			2,466
Pro forma adjustment	$	(1,770	)	$	(2,011	)	$	271		$	512

(1) Fees paid for services provided by a related party, which will be cancelled upon consummation of the Transactions.

(2) Legal fees and other fees in connection with prior registration statements and other administrative services which will not impact the combined company.

(3) Estimated compensation expense for new NCLH share options partially offset by reversal of Prestige historical compensation expense related to stock options that will vest upon the consummation of the Transactions.

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(g) A summary of the pro forma adjustments to depreciation and amortization are as follows (in thousands, except useful lives):

		Estimated Fair Value		Historical Book Value		Stepped-up Basis	Estimated Useful Life (years)		Twelve Months Ended September 30, 2014			Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013			Year Ended December 31, 2013
Depreciable assets:
Ships	$	2,192,890	$	2,025,405	$	167,485	24–30	$	65,783		$	49,337		$	49,337		$	65,783
Other property and equipment		28,809		27,876		933	3–12		3,860			2,895			2,895			3,860
Total depreciable assets	$	2,221,699	$	2,053,281	$	168,418		$	69,643		$	52,232		$	52,232		$	69,643
Amortizable intangible assets:
Customer relationships	$	110,000	$	—	$	110,000	3	$	36,667		$	27,500		$	27,500		$	36,667
Backlog		65,000		—		65,000	1		16,250			—			48,750			65,000
Total amortizable intangible assets	$	175,000	$	—	$	175,000		$	52,917		$	27,500		$	76,250		$	101,667
Total pro forma depreciation and amortization								$	122,560		$	79,732		$	128,482		$	171,310
Elimination of historical depreciation and amortization									(88,842	)		(67,696	)		(62,683	)		(83,829	)
Pro forma depreciation and amortization adjustment								$	33,718		$	12,036		$	65,799		$	87,481

We expect to complete the allocation of the purchase price subsequent to the close of the Transactions. The allocation of purchase price presented herein is based on a preliminary valuation. The actual adjustment may differ materially based on the final determination of fair value. A change of 10% of the preliminary fair value of the ships would result in a change of $6.6 million in annual depreciation expense.

(h)

Represents the pro forma interest expense, net adjustment to reflect the new debt structure. This adjustment is preliminary. The actual adjustment may differ materially based on the final determination of fair value. The composition of the pro forma adjustments for interest expense, net is as follows (in thousands):

	Twelve Months Ended September 30, 2014			Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013			Year Ended December 31, 2013
Interest expense on New Norwegian Debt(1)	$	(72,358	)	$	(54,105	)	$	(54,788	)	$	(73,041	)
Amortization of fair value adjustment(2)		152			114			114			152
Amortization of deferred financing fees(3)		(7,379	)		(5,534	)		(5,534	)		(7,379	)
Less: Prestige historical interest expense(4)		119,289			88,197			92,354			123,446
Pro forma interest expense, net adjustment	$	39,704		$	28,672		$	32,146		$	43,178

(1) Represents $1,730 million of New Norwegian Debt, which is comprised of $1,050 million of variable rate term loans and $680 million of Notes offered hereby. The variable rate portion of the New Norwegian Debt has an estimated weighted-average interest rate of 3.1% per annum. The impact of a 0.125% change in LIBOR on the variable portion of the New Norwegian Debt would affect annual interest expense by approximately $1.3 million.

(2) Represents the amortization of the debt premium on the assumed debt facilities.

(3) Represents the amortization of deferred financing fees related to the issuance of the New Norwegian Debt.

(4) Represents historical interest expense related to the refinanced Prestige facilities and the outstanding Company Notes and Company Warrants (each as defined in the Merger Agreement).

(i) The pro forma condensed consolidated income tax provision has been adjusted for the expected tax impact of the pro forma adjustments at Prestige’s historical implied effective rate of 0.7% for the periods presented. A 1% change in the effective tax rate would result in a change in annual tax expense of less than $0.3 million. The effective tax rate of the combined company could be significantly different depending on post-acquisition activities.

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