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Fair Value Measurements and Derivative Instruments (Tables) | 9 Months Ended
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Sep. 30, 2023
Derivative Instruments |
Fair Value Measurements, Nonrecurring | The estimated fair value of our financial instruments that are not measured at fair value, categorized based upon the fair value hierarchy, are as follows (in thousands):
|  | Fair Value Measurements at September 30, 2023 |  | Fair Value Measurements at December 31, 2022
Description |  | Total Carrying Amount |  | Total Fair Value |  | Level 1(1) |  | Level 2(2) |  | Level 3(3) |  | Total Carrying Amount |  | Total Fair Value |  | Level 1(1) |  | Level 2(2) |  | Level 3(3)
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents(4) |  | $ | 600,117 |  |  | $ | 600,117 |  |  | $ | 600,117 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,935,005 |  |  | $ | 1,935,005 |  |  | $ | 1,935,005 |  |  | $ | — |  |  | $ | — |
Total Assets |  | $ | 600,117 |  |  | $ | 600,117 |  |  | $ | 600,117 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,935,005 |  |  | $ | 1,935,005 |  |  | $ | 1,935,005 |  |  | $ | — |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term debt (including current portion of debt)(5) |  | $ | 19,641,558 |  |  | $ | 20,856,937 |  |  | $ | — |  |  | $ | 20,856,937 |  |  | $ | — |  |  | $ | 23,039,859 |  |  | $ | 22,856,306 |  |  | $ | — |  |  | $ | 22,856,306 |  |  | $ | — |
Total Liabilities |  | $ | 19,641,558 |  |  | $ | 20,856,937 |  |  | $ | — |  |  | $ | 20,856,937 |  |  | $ | — |  |  | $ | 23,039,859 |  |  | $ | 22,856,306 |  |  | $ | — |  |  | $ | 22,856,306 |  |  | $ | — |
(1) Inputs based on quoted prices (unadjusted) in active markets for identical assets that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. (2) Inputs other than quoted prices included within Level 1 that are observable for the liability, either directly or indirectly. For unsecured revolving credit facilities and unsecured term loans, fair value is determined utilizing the income valuation approach. This valuation model takes into account the contract terms of our debt such as the debt maturity and the interest rate on the debt. The valuation model also takes into account the creditworthiness of the Company. We valued our senior notes and convertible notes using a quoted market price, which is considered a Level 2 input as it is observable in the market; however, these instruments have a limited trading volume and as such this fair value estimate is not necessarily indicative of the value at which the instruments could be retired or transferred. (3) Inputs that are unobservable. The Company did not use any Level 3 inputs as of September 30, 2023 and December 31, 2022. (4) Consists of cash and marketable securities with original maturities of less than 90 days. (5) Consists of unsecured revolving credit facilities, senior notes, term loans and convertible notes. These amounts do not include our finance lease obligations.
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands):
|  | Fair Value Measurements at September 30, 2023 |  | Fair Value Measurements at December 31, 2022
Description |  | Total |  | Level 1(1) |  | Level 2(2) |  | Level 3(3) |  | Total |  | Level 1(1) |  | Level 2(2) |  | Level 3(3)
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments(4) |  | $ | 217,881 |  |  | $ | — |  |  | $ | 217,881 |  |  | $ | — |  |  | $ | 203,802 |  |  | $ | — |  |  | $ | 203,802 |  |  | $ | — |
Total Assets |  | $ | 217,881 |  |  | $ | — |  |  | $ | 217,881 |  |  | $ | — |  |  | $ | 203,802 |  |  | $ | — |  |  | $ | 203,802 |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments(4) |  | $ | 172,948 |  |  | $ | — |  |  | $ | 172,948 |  |  | $ | — |  |  | $ | 135,608 |  |  | $ | — |  |  | $ | 135,608 |  |  | $ | — |
Total Liabilities |  | $ | 172,948 |  |  | $ | — |  |  | $ | 172,948 |  |  | $ | — |  |  | $ | 135,608 |  |  | $ | — |  |  | $ | 135,608 |  |  | $ | — |
(1)Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. No Level 1 inputs were used in fair value measurements of other financial instruments as of September 30, 2023 and December 31, 2022. (2)Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. For foreign currency forward contracts, interest rate swaps and fuel swaps, fair value is derived using valuation models that utilize the income valuation approach. These valuation models take into account the contract terms, such as maturity, as well as other inputs, such as foreign exchange rates and curves, fuel types, fuel curves and interest rate yield curves. Derivative instrument fair values take into account the creditworthiness of the counterparty and the Company. (3)Inputs that are unobservable. No Level 3 inputs were used in fair value measurements of other financial instruments as of September 30, 2023 and December 31, 2022. (4)Consists of foreign currency forward contracts, interest rate and fuel swaps. Refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.
Offsetting Assets | The following table presents information about the Company’s offsetting of financial assets and liabilities under master netting agreements with derivative counterparties (in thousands):
|  | Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
|  | As of September 30, 2023 |  | As of December 31, 2022
|  | Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet |  | Gross Amount of Eligible Offsetting Recognized Derivative Liabilities |  | Cash Collateral Received |  | Net Amount of Derivative Assets |  | Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet |  | Gross Amount of Eligible Offsetting Recognized Derivative Liabilities |  | Cash Collateral Received |  | Net Amount of Derivative Assets
Derivatives subject to master netting agreements |  | $ | 217,881 |  |  | $ | (124,669) |  |  | $ | — |  |  | $ | 93,212 |  |  | $ | 203,802 |  |  | $ | (105,228) |  |  | $ | — |  |  | $ | 98,574 |
Total |  | $ | 217,881 |  |  | $ | (124,669) |  |  | $ | — |  |  | $ | 93,212 |  |  | $ | 203,802 |  |  | $ | (105,228) |  |  | $ | — |  |  | $ | 98,574 |
|  | Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet |  | Gross Amount of Eligible Offsetting Recognized Derivative Assets |  | Cash Collateral Pledged |  | Net Amount of Derivative Liabilities |  | Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet |  | Gross Amount of Eligible Offsetting Recognized Derivative Assets |  | Cash Collateral Pledged |  | Net Amount of Derivative Liabilities
Derivatives subject to master netting agreements |  | $ | (172,948) |  |  | $ | 124,669 |  |  | $ | — |  |  | $ | (48,279) |  |  | $ | (135,608) |  |  | $ | 105,228 |  |  | $ | — |  |  | $ | (30,380) |
Total |  | $ | (172,948) |  |  | $ | 124,669 |  |  | $ | — |  |  | $ | (48,279) |  |  | $ | (135,608) |  |  | $ | 105,228 |  |  | $ | — |  |  | $ | (30,380) |
Offsetting Liabilities | The following table presents information about the Company’s offsetting of financial assets and liabilities under master netting agreements with derivative counterparties (in thousands):
|  | Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
|  | As of September 30, 2023 |  | As of December 31, 2022
|  | Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet |  | Gross Amount of Eligible Offsetting Recognized Derivative Liabilities |  | Cash Collateral Received |  | Net Amount of Derivative Assets |  | Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet |  | Gross Amount of Eligible Offsetting Recognized Derivative Liabilities |  | Cash Collateral Received |  | Net Amount of Derivative Assets
Derivatives subject to master netting agreements |  | $ | 217,881 |  |  | $ | (124,669) |  |  | $ | — |  |  | $ | 93,212 |  |  | $ | 203,802 |  |  | $ | (105,228) |  |  | $ | — |  |  | $ | 98,574 |
Total |  | $ | 217,881 |  |  | $ | (124,669) |  |  | $ | — |  |  | $ | 93,212 |  |  | $ | 203,802 |  |  | $ | (105,228) |  |  | $ | — |  |  | $ | 98,574 |
|  | Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet |  | Gross Amount of Eligible Offsetting Recognized Derivative Assets |  | Cash Collateral Pledged |  | Net Amount of Derivative Liabilities |  | Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet |  | Gross Amount of Eligible Offsetting Recognized Derivative Assets |  | Cash Collateral Pledged |  | Net Amount of Derivative Liabilities
Derivatives subject to master netting agreements |  | $ | (172,948) |  |  | $ | 124,669 |  |  | $ | — |  |  | $ | (48,279) |  |  | $ | (135,608) |  |  | $ | 105,228 |  |  | $ | — |  |  | $ | (30,380) |
Total |  | $ | (172,948) |  |  | $ | 124,669 |  |  | $ | — |  |  | $ | (48,279) |  |  | $ | (135,608) |  |  | $ | 105,228 |  |  | $ | — |  |  | $ | (30,380) |
Schedule of Price Risk Derivatives | As of September 30, 2023 and December 31, 2022, we had the following outstanding fuel swap agreements:
| Fuel Swap Agreements
| As of September 30, 2023 |  | As of December 31, 2022
Designated as hedges: | (metric tons)
2023 | 224,100 |  |  | 825,651 |
2024 | 1,054,501 |  |  | — |
2025 | 685,400 |  |  | — |
| Fuel Swap Agreements
| As of September 30, 2023 |  | As of December 31, 2022
Designated hedges as a % of projected fuel purchases: | (% hedged)
2023 | 54 | % |  | 50 | %
2024 | 60 | % |  | — | %
2025 | 39 | % |  | — | %
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value and line item caption of derivative instruments recorded within our consolidated balance sheets were as follows (in thousands):
|  | Fair Value of Derivative Instruments
|  | Asset Derivatives |  | Liability Derivatives
|  | Balance Sheet Location |  | As of September 30, 2023 |  | As of December 31, 2022 |  | Balance Sheet Location |  | As of September 30, 2023 |  | As of December 31, 2022
|  |  | Fair Value |  | Fair Value |  |  | Fair Value |  | Fair Value
Derivatives designated as hedging instruments under ASC 815-20(1) |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swaps |  | Other assets |  | $ | 114,101 |  |  | $ | 115,049 |  |  | Other long-term liabilities |  | $ | — |  |  | $ | — |
Foreign currency forward contracts |  | Derivative financial instruments |  | 13,041 |  |  | 18,892 |  |  | Derivative financial instruments |  | 156,714 |  |  | 84,953 |
Foreign currency forward contracts |  | Other assets |  | 8,587 |  |  | 25,504 |  |  | Other long-term liabilities |  | 14,332 |  |  | 149 |
Fuel swaps |  | Derivative financial instruments |  | 57,046 |  |  | 40,191 |  |  | Derivative financial instruments |  | 1,451 |  |  | 46,359 |
Fuel swaps |  | Other assets |  | 23,522 |  |  | 4,166 |  |  | Other long-term liabilities |  | 451 |  |  | 4,147 |
Total derivatives designated as hedging instruments under 815-20 |  |  |  | $ | 216,297 |  |  | $ | 203,802 |  |  |  |  | $ | 172,948 |  |  | $ | 135,608 |
Derivatives not designated as hedging instruments under ASC 815-20 |  |  |  |  |  |  |  |  |  |  |  |
Fuel swaps |  | Other Assets |  | 1,584 |  |  | — |  |  | Other long-term liabilities |  | — |  |  | — |
Total derivatives not designated as hedging instruments under 815-20 |  |  |  | 1,584 |  |  | — |  |  |  |  | — |  |  | — |
Total derivatives |  |  |  | $ | 217,881 |  |  | $ | 203,802 |  |  |  |  | $ | 172,948 |  |  | $ | 135,608 |
(1)Subtopic 815-20 “Hedging-General” under ASC 815.
Fair Value and Line Item Caption of Non-derivative Instruments | The carrying value and line item caption of non-derivative instruments designated as hedging instruments recorded within our consolidated balance sheets were as follows (in thousands):
|  |  |  | Carrying Value
Non-derivative instrument designated as hedging instrument under ASC 815-20 |  | Balance Sheet Location |  | As of September 30, 2023 |  | As of December 31, 2022
Foreign currency debt |  | Current portion of long-term debt |  | $ | 61,806 |  |  | $ | 62,282 |
Foreign currency debt |  | Long-term debt |  | 525,450 |  |  | 399,577 |
|  |  |  | $ | 587,256 |  |  | $ | 461,859 |
Non Derivative Instruments Qualifying and Designated as Hedging Instruments in Net Investment Hedges | The effect of non-derivative instruments qualifying and designated as net investment hedging instruments on the consolidated financial statements was as follows (in thousands):
|  | Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)
Non-derivative instruments under ASC 815-20 Net Investment Hedging Relationships |  | Quarter Ended September 30, 2023 |  | Quarter Ended September 30, 2022 |  | Nine Months Ended September 30, 2023 |  | Nine Months Ended September 30, 2022
Foreign Currency Debt |  | $ | 18,262 |  |  | $ | 22,464 |  |  | $ | 7,024 |  |  | $ | 42,023 |
|  | $ | 18,262 |  |  | $ | 22,464 |  |  | $ | 7,024 |  |  | $ | 42,023 |
Not Designated as Hedging Instrument |
Derivative Instruments |
Derivative Instruments, Gain (Loss) | The effect of derivatives not designated as hedging instruments on the consolidated financial statements was as follows (in thousands):
|  |  |  | Amount of (Loss) Gain Recognized in Income on Derivatives
Derivatives Not Designated as Hedging Instruments under ASC 815-20 |  | Location of Gain (Loss) Recognized in Income on Derivatives |  | Quarter Ended September 30, 2023 |  | Quarter Ended September 30, 2022 |  | Nine Months Ended September 30, 2023 |  | Nine Months Ended September 30, 2022
Foreign currency forward contracts |  | Other (expense) income |  | $ | (42,786) |  |  | $ | (88,440) |  |  | $ | (30,414) |  |  | $ | (176,322) |
Fuel swaps |  | Other (expense) income |  | 592 |  |  | (230) |  |  | 592 |  |  | 36 |
|  |  |  | $ | (42,194) |  |  | $ | (88,670) |  |  | $ | (29,822) |  |  | $ | (176,286) |
Cash flow hedge |
Derivative Instruments |
Schedule of Interest Rate Derivatives | At September 30, 2023 and December 31, 2022, we maintained interest rate swap agreements on the following floating-rate debt instruments:
Debt Instrument | Swap Notional as of September 30, 2023 (in thousands) | Maturity | Debt Floating Rate (3) | All-in Swap Fixed Rate as of September 30, 2023
Celebrity Reflection term loan | $ | 81,813 |  | October 2024 | LIBOR plus | 0.40% | 2.85%
Quantum of the Seas term loan | 214,375 |  | October 2026 | LIBOR plus | 1.30% | 3.74%
Anthem of the Seas term loan | 241,667 |  | April 2027 | LIBOR plus | 1.30% | 3.86%
Ovation of the Seas term loan | 345,833 |  | April 2028 | LIBOR plus | 1.00% | 3.16%
Harmony of the Seas term loan (1) | 305,818 |  | May 2028 | EURIBOR plus | 1.15% | 2.26%
Odyssey of the Seas term loan (2) | 364,167 |  | October 2032 | LIBOR plus | 0.96% | 3.21%
Odyssey of the Seas term loan (2) | 182,083 |  | October 2032 | LIBOR plus | 0.96% | 2.84%
| $ | 1,735,756 |  |  |  |  |
(1)Interest rate swap agreements hedging the Euro-denominated term loan for Harmony of the Seas include EURIBOR zero-floors matching the hedged debt EURIBOR zero-floor. Amount presented is based on the exchange rate as of September 30, 2023. (2)Interest rate swap agreements hedging the term loan of Odyssey of the Seas include LIBOR zero-floors matching the debt LIBOR zero-floor. (3)During the quarter ended June 30, 2023, we completed our transition from LIBOR to Term SOFR rates for substantially all of our Interest rate swap agreements, with such transition to take effect at the next respective interest reset date for each such agreement.
Derivative Instruments, Gain (Loss) | The effect of derivative instruments qualifying and designated as cash flow hedging instruments on the consolidated financial statements was as follows (in thousands):
Derivatives under ASC 815-20 Cash Flow Hedging Relationships |  | Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss on Derivatives
Quarter Ended September 30, 2023 |  | Quarter Ended September 30, 2022 |  | Nine Months Ended September 30, 2023 |  | Nine Months Ended September 30, 2022
Interest rate swaps |  | $ | 22,639 |  |  | $ | 55,016 |  |  | $ | 35,439 |  |  | $ | 159,132 |
Foreign currency forward contracts |  | (133,669) |  |  | (148,275) |  |  | (120,921) |  |  | (311,252) |
Fuel swaps |  | 157,650 |  |  | (132,208) |  |  | 91,355 |  |  | 134,059 |
|  | $ | 46,620 |  |  | $ | (225,467) |  |  | $ | 5,873 |  |  | $ | (18,061) |
Fair Value Hedging |
Derivative Instruments |
Derivative Instruments, Gain (Loss) | The effect of derivative instruments qualifying and designated as hedging instruments and the related hedged items in fair value hedges on the consolidated statements of comprehensive income (loss) was as follows (in thousands):
Derivatives and Related Hedged Items under ASC 815-20 Fair Value Hedging Relationships |  | Location of Gain (Loss) Recognized in Income on Derivative and Hedged Item |  | Amount of Gain (Loss) Recognized in Income on Derivative |  | Amount of Gain (Loss) Recognized in Income on Hedged Item
Quarter Ended September 30, 2023 |  | Quarter Ended September 30, 2022 |  | Nine Months Ended September 30, 2023 |  | Nine Months Ended September 30, 2022 |  | Quarter Ended September 30, 2023 |  | Quarter Ended September 30, 2022 |  | Nine Months Ended September 30, 2023 |  | Nine Months Ended September 30, 2022
Interest rate swaps |  | Interest expense, net of interest capitalized |  | $ | — |  |  | $ | 966 |  |  | $ | — |  |  | $ | (3,569) |  |  | $ | — |  |  | $ | (4,417) |  |  | $ | — |  |  | $ | 4,534 |
|  |  |  | $ | — |  |  | $ | 966 |  |  | $ | — |  |  | $ | (3,569) |  |  | $ | — |  |  | $ | (4,417) |  |  | $ | — |  |  | $ | 4,534 |

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