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Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks | 9 Months Ended
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Aug. 31, 2020
Fair Value Disclosures [Abstract] |
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks | Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks Fair Value Measurements Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: •Level 1 measurements are based on unadjusted quoted prices 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. •Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. •Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange. Financial Instruments that are not Measured at Fair Value on a Recurring Basis
| August 31, 2020 |  |  |  |  |  |  |  | November 30, 2019 |  |  |  |  |  |
| Carrying Value |  | Fair Value |  |  |  |  |  | Carrying Value |  | Fair Value |  |  |  |
(in millions) |  |  | Level 1 |  | Level 2 |  | Level 3 |  |  |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term other assets (a) | $ | 46 |  |  | $ | — |  |  | $ | 24 |  |  | $ | 14 |  |  | $ | 181 |  |  | $ | — |  |  | $ | 31 |  |  | $ | 149 |
Total | $ | 46 |  |  | $ | — |  |  | $ | 24 |  |  | $ | 14 |  |  | $ | 181 |  |  | $ | — |  |  | $ | 31 |  |  | $ | 149 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fixed rate debt (b) | $ | 14,250 |  |  | $ | — |  |  | $ | 13,789 |  |  | $ | — |  |  | $ | 7,438 |  |  | $ | — |  |  | $ | 7,782 |  |  | $ | — |
Floating rate debt (b) | 11,287 |  |  | — |  |  | 10,291 |  |  | — |  |  | 4,195 |  |  | — |  |  | 4,248 |  |  | — |
Total | $ | 25,537 |  |  | $ | — |  |  | $ | 24,080 |  |  | $ | — |  |  | $ | 11,634 |  |  | $ | — |  |  | $ | 12,030 |  |  | $ | — |
(a)Long-term other assets are comprised of notes receivable, which at November 30, 2019, included loans on ship sales. The fair values of our Level 2 notes receivable were based on estimated future cash flows discounted at appropriate market interest rates. The fair values of our Level 3 notes receivable were estimated using risk-adjusted discount rates. (b)The debt amounts above do not include the impact of interest rate swaps or debt issuance costs. The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2. The fair values of our other debt were estimated based on current market interest rates being applied to this debt. Financial Instruments that are Measured at Fair Value on a Recurring Basis
| August 31, 2020 |  |  |  |  |  | November 30, 2019 |  |  |  |
(in millions) | Level 1 |  | Level 2 |  | Level 3 |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 8,176 |  |  | $ | — |  |  | $ | — |  |  | $ | 518 |  |  | $ | — |  |  | $ | — |
Restricted cash | 15 |  |  | — |  |  | — |  |  | 13 |  |  | — |  |  | — |
Derivative financial instruments | — |  |  | 1 |  |  | — |  |  | — |  |  | 58 |  |  | — |
Total | $ | 8,191 |  |  | $ | 1 |  |  | $ | — |  |  | $ | 530 |  |  | $ | 58 |  |  | $ | — |
Liabilities |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments | $ | — |  |  | $ | 11 |  |  | $ | — |  |  | $ | — |  |  | $ | 25 |  |  | $ | — |
Total | $ | — |  |  | $ | 11 |  |  | $ | — |  |  | $ | — |  |  | $ | 25 |  |  | $ | — |
Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis Valuation of Goodwill and Trademarks As a result of the effect of COVID-19 on our expected future operating cash flows, we performed interim discounted cash flow analyses for certain reporting units with goodwill as of February 29, 2020 and for all reporting units with goodwill as of May 31, 2020. Consequently, prior to our annual test date of July 31, 2020, we determined that the estimated fair values of two of our North America & Australia (“NAA”) segment reporting units and two of our Europe & Asia (“EA”) segment reporting units no longer exceeded their carrying values. We recognized goodwill impairment charges of $731 million and $1.3 billion for those reporting units during the first and second quarters of 2020, respectively, and have no remaining goodwill for those reporting units. As of July 31, 2020, we performed our annual goodwill and trademark impairment reviews, which covered updates since the last test date of May 31, 2020, and we determined there was no impairment for goodwill or trademarks at our annual test date. The determination of our reporting units' goodwill and trademark fair values includes numerous assumptions that are subject to various risks and uncertainties. The principal assumptions, all of which are considered Level 3 inputs, used in our cash flow analyses consisted of: •Changes in market conditions, port or other restrictions, or strategy, including decisions about the allocation of new ships amongst brands and the transfer of ships between brands •Forecasted future operating results, including net revenue yields and fuel expenses •Weighted-average cost of capital of market participants, adjusted for the risk attributable to the geographic regions in which these cruise brands operate We believe that we have made reasonable estimates and judgments. A change in the conditions, circumstances or strategy (including decisions about the allocation of new ships amongst brands and the transfer of ships between brands), which influence determinations of fair value, may result in a need to recognize an additional impairment charge. Refer to Note 1 - “General, COVID-19 Use of Estimates and Risks and Uncertainty” for additional discussion.
| Goodwill |  |  |  |
(in millions) | NAA Segment |  | EA Segment |  | Total
At November 30, 2019 | $ | 1,898 |  |  | $ | 1,014 |  |  | $ | 2,912 |
Impairment charges | (1,319) |  |  | (777) |  |  | (2,096) |
Foreign currency translation adjustment | — |  |  | (10) |  |  | (10) |
At August 31, 2020 | $ | 579 |  |  | $ | 228 |  |  | $ | 807 |
| Trademarks |  |  |  |
(in millions) | NAA Segment |  | EA Segment |  | Total
At November 30, 2019 | $ | 927 |  |  | $ | 240 |  |  | $ | 1,167 |
Foreign currency translation adjustment | — |  |  | 12 |  |  | 13 |
At August 31, 2020 | $ | 927 |  |  | $ | 253 |  |  | $ | 1,180 |
Impairment of Ships We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment. As a result of the effect of COVID-19 on our expected future operating cash flows and our decisions to dispose of certain ships, we determined certain impairment triggers had occurred. Accordingly, we performed undiscounted cash flow analyses on some ships in our fleet as of February 29, 2020, May 31, 2020 and during the quarter ended and as of August 31, 2020. Based on these undiscounted cash flow analyses, we determined that certain ships had net carrying values that exceeded their estimated undiscounted future cash flows. We estimated the fair values of these ships based on their discounted cash flows or estimated selling value. We then compared these estimated fair values to the net carrying values and, as a result, we recognized the following: •$836 million and $2 million of ship impairment charges in the NAA and EA segments, respectively, for the three months ended August 31, 2020. •$1.4 billion and $311 million of ship impairment charges in the NAA and EA segments, respectively, for the nine months ended August 31, 2020. The principal assumptions used in our analyses consisted of changes in strategy (including decisions about the sale of ships, estimated sale proceeds and timing, as well as the transfer of ships between brands), return to service, forecasted future operating results, including net revenue yields and fuel expenses. All principal assumptions are considered Level 3 inputs. Refer to Note 1 - “General, COVID-19 Use of Estimates and Risks and Uncertainty” for additional discussion. Derivative Instruments and Hedging Activities
(in millions) | Balance Sheet Location |  | August 31, 2020 |  | November 30, 2019
Derivative assets |  |  |  |  |
Derivatives designated as hedging instruments |  |  |  |  |
Cross currency swaps (a) | Prepaid expenses and other |  | $ | — |  |  | $ | 32 |
| Other assets |  | — |  |  | 25 |
Foreign currency zero cost collars (b) | Prepaid expenses and other |  | 1 |  |  | — |
Total derivative assets |  |  | $ | 1 |  |  | $ | 58 |
Derivative liabilities |  |  |  |  |
Derivatives designated as hedging instruments |  |  |  |  |
Cross currency swaps (a) | Accrued liabilities and other |  | $ | — |  |  | $ | 1 |
| Other long-term liabilities |  | — |  |  | 9 |
Foreign currency zero cost collars (b) | Accrued liabilities and other |  | — |  |  | 1 |
Interest rate swaps (c) | Accrued liabilities and other |  | 5 |  |  | 6 |
| Other long-term liabilities |  | 6 |  |  | 9 |
Total derivative liabilities |  |  | $ | 11 |  |  | $ | 25 |
(a)At August 31, 2020, we had no cross currency swaps. At November 30, 2019, we had cross currency swaps totaling $1.9 billion that were designated as hedges of our net investment in foreign operations with a euro-denominated functional currency. (b)At August 31, 2020 and November 30, 2019, we had foreign currency derivatives consisting of foreign currency zero cost collars designated as foreign currency cash flow hedges for a portion of our euro-denominated shipbuilding payments. See “Newbuild Currency Risks” below for additional information regarding these derivatives. (c)We have interest rate swaps designated as cash flow hedges whereby we receive floating interest rate payments in exchange for making fixed interest rate payments. These interest rate swap agreements effectively changed $273 million at August 31, 2020 and $300 million at November 30, 2019 of EURIBOR-based floating rate euro debt to fixed rate euro debt. At August 31, 2020, these interest rate swaps settle through 2025. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain of our derivative assets and liabilities within counterparties.
|  | August 31, 2020 |  |  |  |  |  |  |  |
(in millions) |  | Gross Amounts |  | Gross Amounts Offset in the Balance Sheet |  | Total Net Amounts Presented in the Balance Sheet |  | Gross Amounts not Offset in the Balance Sheet |  | Net Amounts
Assets |  | $ | 2 |  |  | $ | (1) |  |  | $ | 1 |  |  | $ | — |  |  | $ | 1 |
Liabilities |  | $ | 12 |  |  | $ | (1) |  |  | $ | 11 |  |  | $ | — |  |  | $ | 11 |
|  | November 30, 2019 |  |  |  |  |  |  |  |
(in millions) |  | Gross Amounts |  | Gross Amounts Offset in the Balance Sheet |  | Total Net Amounts Presented in the Balance Sheet |  | Gross Amounts not Offset in the Balance Sheet |  | Net Amounts
Assets |  | $ | 58 |  |  | $ | — |  |  | $ | 58 |  |  | $ | (4) |  |  | $ | 54 |
Liabilities |  | $ | 25 |  |  | $ | — |  |  | $ | 25 |  |  | $ | (4) |  |  | $ | 21 |
The effect of our derivatives qualifying and designated as hedging instruments recognized in other comprehensive income (loss) and in net income (loss) was as follows:
| Three Months Ended August 31, |  |  |  | Nine Months Ended August 31, |  |
(in millions) | 2020 |  | 2019 |  | 2020 |  | 2019
Gains (losses) recognized in AOCI: |  |  |  |  |  |  |
Cross currency swaps - net investment hedges - included component | $ | — |  |  | $ | 16 |  |  | $ | 131 |  |  | $ | 36 |
Cross currency swaps - net investment hedges - excluded component | $ | — |  |  | $ | 3 |  |  | $ | (1) |  |  | $ | 2 |
Foreign currency zero cost collars - cash flow hedges | $ | 3 |  |  | $ | (4) |  |  | $ | 2 |  |  | $ | (5) |
Foreign currency forwards - cash flow hedges | $ | — |  |  | $ | — |  |  | $ | 53 |  |  | $ | — |
Interest rate swaps - cash flow hedges | $ | 1 |  |  | $ | (1) |  |  | $ | 5 |  |  | $ | (1) |
Gains (losses) reclassified from AOCI - cash flow hedges: |  |  |  |  |  |  |
Interest rate swaps - Interest expense, net of capitalized interest | $ | (1) |  |  | $ | (2) |  |  | $ | (4) |  |  | $ | (6) |
Foreign currency zero cost collars - Depreciation and amortization | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1 |
Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges) |  |  |  |  |  |  |
Cross currency swaps - Interest expense, net of capitalized interest | $ | — |  |  | $ | 6 |  |  | $ | 12 |  |  | $ | 16 |
The amount of estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months is not significant. Financial Risks Fuel Price Risks We manage our exposure to fuel price risk by managing our consumption of fuel. Substantially all of our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships. We manage fuel consumption through ship maintenance practices, modifying our itineraries and implementing innovative technologies. Foreign Currency Exchange Rate Risks Overall Strategy We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating and financing activities, including netting certain exposures to take advantage of any natural offsets and, when considered appropriate, through the use of derivative and non-derivative financial instruments. Our primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced by our operations and realized if we exchange one currency for another. We currently only hedge certain of our ship commitments and net investments in foreign operations. The financial impacts of the hedging instruments we do employ generally offset the changes in the underlying exposures being hedged. Operational Currency Risks Our operations primarily utilize the U.S. dollar, Australian dollar, euro or sterling as their functional currencies. Our operations also have revenue and expenses denominated in non-functional currencies. Movements in foreign currency exchange rates affect our financial statements. Investment Currency Risks We consider our investments in foreign operations to be denominated in stable currencies and of a long-term nature. We partially mitigate the currency exposure of our investments in foreign operations by designating a portion of our foreign currency debt and derivatives as hedges of these investments. As of August 31, 2020, we have designated $883 million of our sterling-denominated debt as non-derivative hedges of our net investments in foreign operations. For the three and nine months ended August 31, 2020, we recognized $66 million and $29 million of loss on these non-derivative net investment hedges in the cumulative translation adjustment section of other comprehensive income (loss). We also have $7.0 billion of euro-denominated debt, which provides an economic offset for our operations with euro functional currency. Newbuild Currency Risks Our shipbuilding contracts are typically denominated in euros. Our decision to hedge a non-functional currency ship commitment for our cruise brands is made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks. We use foreign currency derivative contracts to manage foreign currency exchange rate risk for some of our ship construction payments. At August 31, 2020, for the following newbuild, we had foreign currency contracts for a portion of our euro-denominated shipyard payments. These contracts are designated as cash flow hedges.
| Entered Into |  | Matures In |  | Weighted-Average Floor Rate |  | Weighted- Average Ceiling Rate
Foreign currency zero cost collars |  |  |  |  |  |  |
Mardi Gras | 2020 |  | December 2020 |  | $ | 1.12 |  |  | $ | 1.28 |
If the spot rate is between the ceiling and floor rates on the date of maturity, then we would not owe or receive any payments under the zero cost collars. At August 31, 2020, our remaining newbuild currency exchange rate risk primarily relates to euro-denominated newbuild contract payments to non-euro functional currency brands, which represent a total unhedged commitment of $8.4 billion for newbuilds scheduled to be delivered from 2020 through 2025. The cost of shipbuilding orders that we may place in the future that is denominated in a different currency than our cruise brands’ will be affected by foreign currency exchange rate fluctuations. These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships. Interest Rate Risks We manage our exposure to fluctuations in interest rates through our debt portfolio management and investment strategies. We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps, issuance of new debt, amendment of existing debt or early retirement of existing debt. Concentrations of Credit Risk As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash equivalents, investments, notes receivables, future financing facilities, contingent obligations, derivative instruments, insurance contracts, long-term ship charters and new ship progress payment guarantees, by: •Conducting business with well-established financial institutions, insurance companies and export credit agencies •Diversifying our counterparties •Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard liquidity and minimize risk •Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales, long-term ship charters and new ship progress payments to shipyards At August 31, 2020, our exposures under derivative instruments were not material. We also monitor the creditworthiness of travel agencies and tour operators in Asia, Australia and Europe, which includes charter-hire agreements in Asia and credit and debit card providers to which we extend credit in the normal course of our business. Concentrations of credit risk associated with trade receivables and other receivables, charter-hire agreements and contingent obligations are not considered to be material, principally due to the large number of unrelated accounts, the nature of these contingent obligations and their short maturities. Normally, we have not required collateral or other security to support normal credit sales. Historically, we have not experienced significant credit losses, including counterparty nonperformance. Because of the impact COVID-19 is having on economies, we have experienced, and expect to continue to experience, an increase in credit losses. Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in Australia and most of Europe where we are obligated to honor our guests’ cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments.

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- Definition The entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941 + Details
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