Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 16, 2023 | Jun. 30, 2022 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 333-128780 | ||
Entity Registrant Name | NCL CORPORATION LTD. | ||
Entity Incorporation, State or Country Code | D0 | ||
Entity Tax Identification Number | 20-0470163 | ||
Entity Address, Address Line One | 7665 Corporate Center Drive | ||
Entity Address, City or Town | Miami | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33126 | ||
City Area Code | 305 | ||
Local Phone Number | 436-4000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock Shares Outstanding | 31,164,004 | ||
Entity Central Index Key | 0001318742 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 238 | ||
Auditor Location | Hallandale Beach, Florida | ||
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||
Total revenue | $ 4,843,760 | $ 647,986 | $ 1,279,908 |
Cruise operating expense | |||
Total cruise operating expense | 4,267,086 | 1,608,037 | 1,693,061 |
Other operating expense | |||
Marketing, general and administrative | 1,377,843 | 890,025 | 743,259 |
Depreciation and amortization | 749,326 | 700,845 | 717,840 |
Impairment loss | 1,607,797 | ||
Total other operating expense | 2,127,169 | 1,590,870 | 3,068,896 |
Operating loss | (1,550,495) | (2,550,921) | (3,482,049) |
Non-operating income (expense) | |||
Interest expense, net | (895,242) | (1,396,109) | (520,063) |
Other income (expense), net | 480,939 | 344,616 | (984,501) |
Total non-operating income (expense) | (414,303) | (1,051,493) | (1,504,564) |
Net loss before income taxes | (1,964,798) | (3,602,414) | (4,986,613) |
Income tax expense | (5,633) | (3,321) | (21,570) |
Net loss | (1,970,431) | (3,605,735) | (5,008,183) |
Passenger ticket | |||
Revenue | |||
Total revenue | 3,253,799 | 392,752 | 867,110 |
Commissions, transportation and other | |||
Cruise operating expense | |||
Total cruise operating expense | 1,034,629 | 143,524 | 380,710 |
Onboard and other | |||
Revenue | |||
Total revenue | 1,589,961 | 255,234 | 412,798 |
Cruise operating expense | |||
Total cruise operating expense | 357,932 | 54,037 | 85,678 |
Payroll and related | |||
Cruise operating expense | |||
Total cruise operating expense | 1,088,639 | 537,439 | 521,301 |
Fuel | |||
Cruise operating expense | |||
Total cruise operating expense | 686,825 | 301,852 | 264,712 |
Food | |||
Cruise operating expense | |||
Total cruise operating expense | 263,807 | 62,999 | 65,369 |
Other | |||
Cruise operating expense | |||
Total cruise operating expense | $ 835,254 | $ 508,186 | $ 375,291 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (1,970,431) | $ (3,605,735) | $ (5,008,183) |
Other comprehensive income (loss): | |||
Shipboard Retirement Plan | 8,889 | 393 | 345 |
Cash flow hedges: | |||
Net unrealized loss | (104,017) | (110,379) | (51,642) |
Amount realized and reclassified into earnings | (96,865) | 65,017 | 106,670 |
Total other comprehensive income (loss) | (191,993) | (44,969) | 55,373 |
Total comprehensive loss | $ (2,162,424) | $ (3,650,704) | $ (4,952,810) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 941,026 | $ 1,500,357 |
Short-term investments | 240,000 | |
Accounts receivable, net | 326,272 | 1,167,473 |
Inventories | 148,717 | 118,205 |
Prepaid expenses and other assets | 446,021 | 264,691 |
Total current assets | 1,862,036 | 3,290,726 |
Property and equipment, net | 14,516,366 | 13,528,806 |
Goodwill | 98,134 | 98,134 |
Trade names | 500,525 | 500,525 |
Other long-term assets | 1,569,800 | 1,300,804 |
Total assets | 18,546,861 | 18,718,995 |
Current liabilities: | ||
Current portion of long-term debt | 991,128 | 876,890 |
Accounts payable | 228,742 | 233,172 |
Accrued expenses and other liabilities | 1,318,495 | 1,058,401 |
Due to NCLH | 53,768 | 37,995 |
Advance ticket sales | 2,516,521 | 1,561,336 |
Total current liabilities | 5,108,654 | 3,767,794 |
Long-term debt | 10,452,572 | 9,863,980 |
Exchangeable notes | 1,962,984 | 1,801,517 |
Other long-term liabilities | 803,850 | 997,055 |
Total liabilities | 18,328,060 | 16,430,346 |
Commitments and contingencies (Note 13) | ||
Shareholders' equity: | ||
Preference shares (Series A-1: $1,000 par value; 2,000,000 shares authorized; 0 shares issued and outstanding at Dec 31, 2022 and Dec 31, 2021; Series A-3: $1,000 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at Dec 31, 2022 and Dec 31, 2021; Series A-4: $1,000 par value; 2,000,000 shares authorized; 0 shares issued and outstanding at Dec 31, 2022 and Dec 31, 2021; and Series A-5: $1,000 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at Dec 31, 2022) | ||
Ordinary shares, $0.0012 par value; 40,000,000 shares authorized; 31,164,004 shares issued and outstanding at December 31, 2022 and 2021 | 37 | 37 |
Additional paid-in capital | 8,582,346 | 8,489,770 |
Accumulated other comprehensive income (loss) | (478,792) | (286,799) |
Accumulated deficit | (7,884,790) | (5,914,359) |
Total shareholders' equity | 218,801 | 2,288,649 |
Total liabilities and shareholders' equity | $ 18,546,861 | $ 18,718,995 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Ordinary shares, par value (in dollars per share) | $ 0.0012 | $ 0.0012 |
Ordinary shares, authorized | 40,000,000 | 40,000,000 |
Ordinary shares, issued | 31,164,004 | 31,164,004 |
Ordinary shares, outstanding | 31,164,004 | 31,164,004 |
Series A-1 | ||
Preferred shares, par value (per share) | $ 1,000 | $ 1,000 |
Preferred shares, authorized | 2,000,000 | 2,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Series A-3 | ||
Preferred shares, par value (per share) | $ 1,000 | $ 1,000 |
Preferred shares, authorized | 1,000,000 | 1,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Series A-4 | ||
Preferred shares, par value (per share) | $ 1,000 | $ 1,000 |
Preferred shares, authorized | 2,000,000 | 2,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Series A-5 | ||
Preferred shares, par value (per share) | $ 1,000 | |
Preferred shares, authorized | 1,000,000 | |
Preferred shares, issued | 0 | |
Preferred shares, outstanding | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (1,970,431) | $ (3,605,735) | $ (5,008,183) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 903,783 | 846,299 | 789,656 |
Impairment loss | 1,607,797 | ||
Deferred income taxes, net | (1,237) | 2,661 | 13,592 |
(Gain) loss on derivatives | (395,755) | (260,505) | 930,113 |
Loss on extinguishment of debt | 188,799 | 635,306 | 10,480 |
Provision for bad debts and inventory obsolescence | 13,609 | 19,284 | 31,756 |
Gain on involuntary conversion of assets | (2,300) | (9,486) | (1,496) |
Share-based compensation expense | 113,563 | 124,077 | 111,297 |
Payment-in-kind interest premium | 19,349 | ||
Net foreign currency adjustments | (10,795) | (9,865) | 8,584 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 828,661 | (1,159,998) | 30,797 |
Inventories | (33,609) | (37,481) | 10,555 |
Prepaid expenses and other assets | (600,760) | 22,010 | (83,100) |
Accounts payable | (16,196) | 152,026 | (21,419) |
Accrued expenses and other liabilities | 253,564 | 294,464 | (193,666) |
Advance ticket sales | 928,947 | 521,910 | (811,846) |
Net cash provided by (used in) operating activities | 199,843 | (2,465,033) | (2,555,734) |
Cash flows from investing activities | |||
Additions to property and equipment, net | (1,783,857) | (752,843) | (946,545) |
Purchases of short-term investments | (1,010,000) | ||
Proceeds from maturities of short-term investments | 240,000 | 770,000 | |
Cash paid on settlement of derivatives | (224,137) | (23,496) | (31,520) |
Other, net | 12,090 | 12,295 | 2,703 |
Net cash used in investing activities | (1,755,904) | (1,004,044) | (975,362) |
Cash flows from financing activities | |||
Repayments of long-term debt | (1,770,172) | (2,113,063) | (892,481) |
Proceeds from long-term debt | 3,003,003 | 2,601,317 | 6,075,090 |
Due to NCLH, net | 15,773 | 205 | 2,746 |
Contribution from NCLH | 2,661,021 | 1,564,505 | |
Net share settlement of restricted share units | (20,987) | (16,687) | (15,407) |
Early redemption premium | (172,012) | (1,354,882) | (1,376) |
Deferred financing fees and other | (58,875) | (107,817) | (133,880) |
Net cash provided by financing activities | 996,730 | 1,670,094 | 6,599,197 |
Net increase (decrease) in cash and cash equivalents | (559,331) | (1,798,983) | 3,068,101 |
Cash and cash equivalents at beginning of period | 1,500,357 | 3,299,340 | 231,239 |
Cash and cash equivalents at end of period | $ 941,026 | $ 1,500,357 | $ 3,299,340 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment [Member] | Total |
Balance at Dec. 31, 2019 | $ 37 | $ 4,061,330 | $ (297,203) | $ 2,697,636 | $ 6,461,800 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 111,297 | 111,297 | |||||
Net share settlement of restricted share units | (15,407) | (15,407) | |||||
Contribution from NCLH | 1,564,505 | 1,564,505 | |||||
Other comprehensive income (loss), net | 55,373 | 55,373 | |||||
Net loss | (5,008,183) | (5,008,183) | |||||
Balance at Dec. 31, 2020 | 37 | 5,721,725 | (241,830) | (2,308,624) | 3,171,308 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative change in accounting policy | $ 1,923 | $ 1,923 | |||||
Share-based compensation | 124,077 | 124,077 | |||||
Net share settlement of restricted share units | (16,687) | (16,687) | |||||
Contribution from NCLH | 2,661,021 | 2,661,021 | |||||
Other | (366) | (366) | |||||
Other comprehensive income (loss), net | (44,969) | (44,969) | |||||
Net loss | (3,605,735) | (3,605,735) | |||||
Balance at Dec. 31, 2021 | 37 | 8,489,770 | (286,799) | (5,914,359) | 2,288,649 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative change in accounting policy | (5,914,359) | ||||||
Share-based compensation | 113,563 | 113,563 | |||||
Net share settlement of restricted share units | (20,987) | (20,987) | |||||
Other comprehensive income (loss), net | (191,993) | (191,993) | |||||
Net loss | (1,970,431) | (1,970,431) | |||||
Balance at Dec. 31, 2022 | $ 37 | $ 8,582,346 | $ (478,792) | $ (7,884,790) | 218,801 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative change in accounting policy | $ (7,884,790) |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business We are a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. Due to COVID-19, we temporarily suspended all global cruise voyages from March 2020 until July 2021, when we resumed cruise voyages on a limited basis. In early May 2022, we completed the phased relaunch of our entire fleet with all ships now in operation with guests on board. We refer you to Note 2 – “Summary of Significant Accounting Policies” for further information. As of December 31, 2022, we had 29 ships with approximately 62,000 Berths and had orders for eight additional ships currently scheduled to be delivered. We have converted some double occupancy cabins to studio cabins and we expect to convert approximately 900 additional cabins in early 2023. Additionally, in February 2023, we amended the delivery dates of the last two Prima Class Ships to 2027 and 2028. These ships will be lengthened and re-configured to accommodate the use of methanol as an alternative fuel source in the future. While additional modifications will be needed in the future to fully enable the use of methanol in addition to traditional marine fuel, this reinforces our commitment to reduce greenhouse gas emissions. We have five Prima Class Ships on order with currently scheduled delivery dates from 2023 through 2028. We have one Explorer Class Ship on order for delivery in 2023. We have two Allura Class Ships on order for delivery in 2023 and 2025. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Liquidity and Management’s Plan Due to the impact of COVID-19, travel restrictions and limited access to ports around the world, in March 2020, the Company implemented a voluntary suspension of all cruise voyages across our three brands. In the third quarter of 2021, we began a phased relaunch of certain cruise voyages with our ships initially operating at reduced occupancy levels. In early May 2022, the Company completed the phased relaunch of its entire fleet with all ships now in operation with guests on board. Significant events affecting travel typically have an impact on demand for cruise vacations, with the full extent of the impact determined by the length of time the event influences travel decisions. The level of occupancy on our ships will depend on a number of factors including, but not limited to, further resurgences of COVID-19 or the emergence of other public health crises and any related governmental regulations and new health and safety protocols, port availability, travel restrictions, bans and advisories, and our ability to staff our ships. In addition, as a result of conditions associated with the COVID-19 pandemic and other global events, such as Russia’s ongoing invasion of Ukraine and actions taken by the United States and other governments in response to the invasion, the global economy, including the financial and credit markets, has experienced significant volatility and disruptions, including increases in inflation rates, fuel prices, and interest rates. These conditions have resulted, and may continue to result, in increased expenses and may also impact travel or consumer discretionary spending. We believe the ongoing effects of the foregoing factors and events on our operations and global bookings have had, and will continue to have, a significant impact on our financial results and liquidity. The estimation of our future cash flow projections includes numerous assumptions that are subject to various risks and uncertainties. Our principal assumptions for future cash flow projections include: ● Expected gradual return to historical occupancy levels; ● Expected increase in revenue per passenger cruise day through a combination of both passenger ticket and onboard revenue as compared to 2019; ● Forecasted cash collections in accordance with the terms of our credit card processing agreements (see Note 13 - “Commitments and Contingencies”); and ● Expected sustained higher fuel prices and the impact of inflation. Our projected liquidity requirements also reflect our principal assumptions surrounding ongoing operating costs, as well as liquidity requirements for financing costs and necessary capital expenditures. We cannot make assurances that our assumptions used to estimate our liquidity requirements will not change materially due to the dynamic nature of the current economic landscape. Accordingly, the full effect of the COVID-19 pandemic and other global events impacting macroeconomic conditions and travel and consumer discretionary spending, including Russia’s ongoing invasion of Ukraine, on our financial performance and financial condition cannot be quantified at this time. We have made reasonable estimates and judgments of the impact of these events within our financial statements; however, there may be material changes to those estimates in future periods. We have taken actions to improve our liquidity, including completing various capital market and financing transactions and making capital expenditure and operating expense reductions, and we expect to continue to pursue further opportunities to improve our liquidity. Based on these actions and assumptions as discussed above, and considering our cash and cash equivalents of $0.9 billion and the impact of our $1 billion undrawn commitment less related fees as of December 31, 2022 and the impact of our various capital market and financing transactions in 2023 (see Note 8 – “Long-Term Debt”), we have concluded that we have sufficient liquidity to satisfy our obligations for at least the next twelve months. Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and contain all normal recurring adjustments necessary for a fair presentation of the results for the periods presented. Estimates are required for the preparation of consolidated financial statements in accordance with generally accepted accounting principles and actual results could differ from these estimates. All significant intercompany accounts and transactions are eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents are stated at cost and include cash and investments with original maturities of three months or less at acquisition. Short-term Investments Short-term investments include time deposits with original maturities of greater than three months and up to 12 months, which are stated at cost and present insignificant risk of changes in value. Accounts Receivable, Net Accounts receivable are shown net of an allowance for credit losses of $14.0 million and $28.7 million as of December 31, 2022 and 2021, respectively. Accounts receivable, net includes $118.4 million and $1.1 billion due from credit card processors within 12 months as of December 31, 2022 and 2021, respectively. Inventories Inventories mainly consist of provisions, supplies and fuel and are carried at the lower of cost or net realizable value using the first-in, first-out method of accounting. Advertising Costs Advertising costs are expensed as incurred. Expenses related to advertising costs totaled $577.8 million, $300.3 million and $216.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. Property and Equipment, Net Property and equipment are recorded at cost. We determine the weighted average useful lives of our ships based primarily on our estimates of the costs and useful lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and hull, and their related proportional weighting to the ship as a whole. In the third quarter of 2022, the Company took delivery of Norwegian’s first Prima Class Ship. Based on the design, structure and technological advancements made to this new class of ship and the analysis of its major components, which is generally performed upon the introduction of a new class of ship, we have assigned the Prima Class Ships a weighted-average useful life of 35 years. A residual value of 10% was established based on our long-term estimates of the expected remaining future benefit at the end of the ships’ weighted average useful lives. Ship improvement costs that we believe add value to our ships are capitalized to the ship and depreciated over the shorter of the improvements’ estimated useful lives or the remaining useful life of the ship while costs of repairs and maintenance, including Dry-dock costs, are charged to expense as incurred. During ship construction, certain interest is capitalized as a cost of the ship. Gains or losses on the sale of property and equipment are recorded as a component of operating income (expense) in our consolidated statements of operations. The useful lives of components of new ships and ship improvements are estimated based on the economic lives of the new components. In addition, to determine the useful lives of the major components of new ships and ship improvements, we consider the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs and anticipated changes in technological conditions. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, after a 10-15% reduction for the estimated residual values of ships as follows: Useful Life Ships 30‑35 years Computer hardware and software 3‑10 years Other property and equipment 3‑40 years Leasehold improvements Shorter of lease term or asset life Ship improvements Shorter of asset life or life of the ship Long-lived assets are reviewed for impairment, based on estimated future undiscounted cash flows, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. For ship impairment analyses, the lowest level for which identifiable cash flows are largely independent of other assets and liabilities is each individual ship. We consider historical performance and future estimated results in our evaluation of potential impairment and then compare the carrying amount of the asset to the estimated future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, we measure the amount of the impairment by comparing the carrying amount of the asset to its estimated fair value. We estimate fair value based on the best information available utilizing estimates, judgments and projections as necessary. Our estimate of fair value is generally measured by discounting expected future cash flows at discount rates commensurate with the associated risk. Goodwill and Trade Names Goodwill represents the excess of cost over the estimated fair value of net assets acquired. Goodwill and other indefinite-lived assets, principally trade names, are reviewed for impairment on December 31 or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets may not be fully recoverable. We use the qualitative assessment which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the estimated fair value of a reporting unit is less than its carrying value. For trade names we also provide a qualitative assessment to determine if there is any indication of impairment. In order to make this evaluation, we consider the following circumstances as well as others: ● Changes in general macroeconomic conditions, such as a deterioration in general economic conditions; limitations on accessing capital; fluctuations in foreign exchange rates; or other developments in equity and credit markets; ● Changes in industry and market conditions such as a deterioration in the environment in which an entity operates; an increased competitive environment; a decline in market-dependent multiples or metrics (in both absolute terms and relative to peers); a change in the market for an entity’s products or services; or a regulatory or political development; ● Changes in cost factors that have a negative effect on earnings and cash flows; ● Decline in overall financial performance (for both actual and expected performance); ● Entity and reporting unit specific events such as changes in management, key personnel, strategy, or customers; litigation; or a change in the composition or carrying amount of net assets; and ● Decline in share price (in both absolute terms and relative to peers). If the result of the qualitative assessment indicated it is more likely than not that the estimated fair value of the asset is less than its carrying value, we would conduct a quantitative assessment comparing the fair value to its carrying value. We have concluded that our business has three reporting units. Each brand, Oceania Cruises, Regent Seven Seas and Norwegian, constitutes a business for which discrete financial information is available and management regularly reviews the operating results and, therefore, each brand is considered an operating segment. For our annual impairment evaluation, we performed a qualitative assessment for the Regent Seven Seas reporting unit and of each brand’s trade names. As part of our analysis, we performed an assessment of current factors compared to key assumptions impacting the quantitative tests performed in 2020. As of December 31, 2022, our annual review supports the carrying value of these assets. Revenue and Expense Recognition Deposits on advance ticket sales are deferred when received and are subsequently recognized as revenue ratably during the voyage sailing days as services are rendered over time on the ship. Cancellation fees are recognized in passenger ticket revenue in the month of the cancellation. Goods and services associated with onboard revenue are generally provided at a point in time and revenue is recognized when the performance obligation is satisfied. A receivable is recognized for onboard goods and services rendered when the voyage is not completed before the end of the period. All associated direct costs of a voyage are recognized as incurred in cruise operating expenses. Disaggregation of Revenue Revenue and cash flows are affected by economic factors in various geographical regions. Revenues by destination consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 North America $ 3,076,788 $ 424,377 $ 960,258 Europe 1,557,308 211,767 27,602 Asia-Pacific 115,438 6,186 152,976 Other 94,226 5,656 139,072 Total revenue $ 4,843,760 $ 647,986 $ 1,279,908 Segment Reporting We have concluded that our business has a single reportable segment. Each brand, Norwegian, Oceania Cruises and Regent, constitutes a business for which discrete financial information is available and management regularly reviews the brand level operating results, and therefore, each brand is considered an operating segment. Our operating segments have similar economic and qualitative characteristics, including similar long-term margins and similar products and services; therefore, we aggregate all of the operating segments into one reportable segment. Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations through the U.S. Revenue attributable to U.S.-sourced guests was 85%, 87% and 83% for the years ended December 31, 2022, 2021 and 2020, respectively. No other individual country’s revenues exceeded 10% in any of our last three years. Substantially all of our long-lived assets are located outside of the U.S. and consist primarily of our ships. We had 20 ships with Bahamas registry with a carrying value of $10.6 billion as of December 31, 2022 and 19 ships with Bahamas registry with a carrying value of $9.7 billion as of December 31, 2021. We had eight ships with Marshall Islands registry with a carrying value of $2.3 billion as of December 31, 2022 and 2021. We also had one ship with U.S. registry with a carrying value of $0.3 billion as of December 31, 2022 and 2021. Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For line of credit arrangements and for those debt facilities not fully drawn we defer and present debt issuance costs as an asset. These deferred issuance costs are amortized over the life of the loan. The amortization of deferred financing fees is included in depreciation and amortization expense in the consolidated statements of cash flows; however, for purposes of the consolidated statements of operations it is included in interest expense, net. Foreign Currency The majority of our transactions are settled in U.S. dollars. We remeasure assets and liabilities denominated in foreign currencies at exchange rates in effect at the balance sheet date. The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net. We recognized a gain of $55.8 million, a gain of $20.9 million and a loss of $15.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies. Remeasurements of foreign currency related to operating activities are recognized within changes in operating assets and liabilities in the consolidated statement of cash flows. Derivative Instruments and Hedging Activity We enter into derivative contracts to reduce our exposure to fluctuations in foreign currency exchange rates, interest rates and fuel prices. The criteria used to determine whether a transaction qualifies for hedge accounting treatment includes qualitative assessments or regression analysis and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the derivative and the hedged forecasted transaction. As the derivative is marked to fair value, we elected an accounting policy to net the fair value of our derivatives when a master netting arrangement exists with our counterparties. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability may be designated as a cash flow hedge. Changes in fair value of derivative instruments that are designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. To the extent that an instrument is not effective as a hedge or is no longer probable of occurring, gains and losses are recognized in other income (expense), net in our consolidated statements of operations. Realized gains and losses related to our effective hedges are recognized in the same line item as the underlying hedged transactions. For presentation in our consolidated statements of cash flows, we have elected to classify the cash flows from our cash flow hedges in the same category as the cash flows from the items being hedged. Concentrations of Credit Risk We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivative instruments, our undrawn commitment and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions and insurance companies that we have well-established relationships with and that have credit risks acceptable to us or the credit risk is spread out among a large number of creditors. We do not anticipate non-performance by any of our significant counterparties. Insurance We use a combination of insurance and self-insurance for a number of risks including claims related to crew and guests, hull and machinery, war risk, workers’ compensation, property damage, employee healthcare and general liability. Liabilities associated with certain of these risks, including crew and passenger claims, are estimated actuarially based upon known facts, historical trends and a reasonable estimate of future expenses. While we believe these accruals are adequate, the ultimate losses incurred may differ from those recorded. Income Taxes Deferred tax assets and liabilities are calculated in accordance with the liability method. Deferred taxes are recorded using the currently enacted tax rates that apply in the periods that the differences are expected to reverse. Deferred taxes are not discounted. We provide a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be realized. With respect to acquired deferred tax assets, changes within the measurement period that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a reduction or increase to income tax expense in our consolidated statements of operations. Share-Based Compensation We recognize expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on a service period and not contingent upon any future performance. We refer you to Note 11 – “Employee Benefits and Share-Based Compensation.” Recently Issued Accounting Guidance In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 |
Revenue and Expense from Contra
Revenue and Expense from Contracts with Customers | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Expense from Contracts with Customers | 3. Revenue and Expense from Contracts with Customers Nature of Goods and Services We offer our guests a multitude of cruise fare options when booking a cruise. Our cruise ticket prices generally include cruise fare and a wide variety of onboard activities and amenities, meals, entertainment and port fees and taxes. In some instances, cruise ticket prices include round-trip airfare to and from the port of embarkation, complimentary beverages, unlimited shore excursions, free internet, pre-cruise hotel packages, and on some of the exotic itineraries, pre- or post-land packages. Prices vary depending on the particular cruise itinerary, stateroom category selected and the time of year that the voyage takes place. Passenger ticket revenue also includes full ship charters as well as port fees and taxes. During the voyage, we generate onboard and other revenue for additional products and services which are not included in the cruise fare, including casino operations, certain food and beverage, gift shop purchases, spa services, Wi-Fi services and other similar items. Food and beverage, casino operations and shore excursions are generally managed directly by us while retail shops, spa services, art auctions and internet services may be managed through contracts with third-party concessionaires. These contracts generally entitle us to a percentage of the gross sales derived from these concessions, which is recognized on a net basis. While some onboard goods and services may be prepaid prior to the voyage, we utilize point-of-sale systems for discrete purchases made onboard. Certain of our product offerings are bundled and we allocate the value of the bundled goods and services between passenger ticket revenue and onboard and other revenue based upon the relative standalone selling prices of those goods and services. Timing of Satisfaction of Performance Obligations and Significant Payment Terms The payment terms and cancellation policies vary by brand, stateroom category, length of voyage, and country of purchase. A deposit for a future booking is required at or soon after the time of booking. Final payment is generally due between 120 days and 180 days before the voyage. Deposits on advance ticket sales are deferred when received and include amounts that are refundable. Deferred amounts are subsequently recognized as revenue ratably during the voyage sailing days as services are rendered over time on the ship. Deposits are generally cancellable and refundable prior to sailing, but may be subject to penalties, depending on the timing of cancellation. Historically, the inception of substantive cancellation penalties generally coincided with the dates that final payment is due, and penalties generally increased as the voyage sail date approaches. We have launched cancellation policies for certain sailings booked during certain time periods to permit certain guests to cancel cruises which were not part of a temporary suspension of voyages up to 15 days prior to embarkation for cruises embarking prior to December 31, 2022 or in the event of a positive COVID-19 test and receive a refund in the form of a credit to be applied toward a future cruise. Cancellation fees are recognized in passenger ticket revenue in the month of the cancellation. Goods and services associated with onboard revenue are generally provided at a point in time and revenue is recognized when the performance obligation is satisfied. Onboard goods and services rendered may be paid at disembarkation. A receivable is recognized for onboard goods and services rendered when the voyage is not completed before the end of the period. Cruises that are reserved under full ship charter agreements are subject to the payment terms of the specific agreement and may be either cancelable or non-cancelable. Deposits received on charter voyages are deferred when received and included in advance ticket sales. Deferred amounts are subsequently recognized as revenue ratably over the voyage sailing dates. Contract Balances Receivables from customers are included within accounts receivable, net. As of December 31, 2022, our receivables from customers were $94.2 million, primarily related to in-transit credit card receivables. Contract liabilities represent the Company’s obligation to transfer goods and services to a customer. A customer deposit held for a future cruise is generally considered a contract liability only when final payment is both due and paid by the customer and is usually recognized in earnings within 180 days of becoming a contract. Other deposits held and included within advance ticket sales or other long-term liabilities are not considered contract liabilities as they are largely cancelable and refundable. Our contract liabilities are included within advance ticket sales. Future cruise credits that have been issued as face value reimbursement for cancelled bookings due to COVID-19 are generally valid for any sailing through June 30, 2023, and we may further extend this offer. The future cruise credits are not contracts, and therefore, guests who elected this option are excluded from our contract liability balance; however, the credit for the original amount paid is included in advance ticket sales. As of December 31, 2022, our contract liabilities were $1.7 billion. Of the amounts included within contract liabilities as of December 31, 2022, approximately 40% were refundable in accordance with our cancellation policies. Of the deposits included within advance ticket sales, the majority are refundable in accordance with our cancellation policies and it is uncertain to what extent guests may request refunds. Refunds payable to guests are included in accounts payable. As of December 31, 2021, our contract liabilities were $161.8 million. Approximately $124.4 million of the December 31, 2021 contract liability balance has been recognized in revenue for the year ended December 31, 2022. The revenue recognized in the years ended December 31, 2021 and 2020 that was included in contract liabilities as of the beginning of each respective period was $2.2 million and $0.9 billion, respectively. Our cruise voyages were completely suspended from March 2020 until July 2021 due to the COVID-19 pandemic and our resumption of cruise voyages was phased in gradually as described under “—Liquidity and Management’s Plan” above. As a result of our return to service as well as our cancellation policies returning to our standard terms, there has been an increase in the contract liability balance as of December 31, 2022. The addition of new ships also increases the contract liability balances prior to a new ship’s delivery as staterooms are made available for reservation prior to the inaugural cruise. In 2023, three new ships are expected to be delivered. Practical Expedients and Exemptions We do not disclose information about remaining performance obligations that have original expected durations of one year or less. We recognize revenue in an amount that corresponds directly with the value to the customer of our performance completed to date. Variable consideration, which will be determined based on a future rate and passenger count, is excluded from the disclosure and these amounts are not material. These variable non-disclosed contractual amounts relate to non-cancelable charter agreements and a service concession arrangement with a certain port, both of which are long-term in nature. Amounts that are fixed in nature due to the application of minimum guarantees are also not material and are not disclosed. Contract Costs Management generally expects that incremental commissions and credit card fees paid as a result of obtaining ticket contracts are recoverable; therefore, we recognize these amounts as assets when they are paid prior to the voyage. Costs of air tickets, port taxes and other fees that fulfill future performance obligations are also considered recoverable and are recorded as assets. Costs incurred to obtain customers were $184.0 million and $97.8 million as of December 31, 2022 and 2021, respectively. Costs to fulfill contracts with customers were $125.9 million and $17.4 million as of December 31, 2022 and 2021, respectively. Both costs to obtain and fulfill contracts with customers are recognized within prepaid expenses and other assets. Incremental commissions, credit card fees, air ticket costs, and port taxes and fees are recognized ratably over the voyage sailing dates, concurrent with associated revenue, and are primarily in commissions, transportation and other expense. For cruise vacations that had been cancelled by us due to COVID-19, approximately $0.3 million, $36.3 million and $171.5 million in costs to obtain these contracts, consisting of protected commissions, including those paid to employees, and credit card fees, were recognized in earnings during the year ended December 31, 2022, 2021 and 2020, respectively. |
Goodwill and Trade Names
Goodwill and Trade Names | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets Disclosure [Abstract] | |
Goodwill and Trade Names | 4. Goodwill and Trade Names Goodwill and trade names are not subject to amortization. As of December 31, 2022 and 2021, the carrying values were $98.1 million for goodwill and $500.5 million for trade names. We evaluate goodwill and trade names for impairment annually or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may not be recoverable. The changes in the carrying amount of goodwill are as follows (in thousands): Total Goodwill Accumulated impairment loss $ (1,290,797) Balance, December 31, 2021 98,134 Impairment loss — Balance, December 31, 2022 $ 98,134 For the year ended December 31, 2020, we impaired our trade names for Oceania Cruises and Regent Seven Seas Cruises by $170.0 million |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 5 . Leases Nature of Leases We have operating leases primarily for port facilities and also corporate offices, warehouses, and certain equipment. Many of our leases include both lease and non-lease components. We have adopted the practical expedient which allows us to combine lease and non-lease components by class of asset. We have applied this expedient for office leases, port facilities, and certain equipment. The components of lease expense were as follows (in thousands): Year Ended Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating lease expense $ 47,558 $ 17,534 $ 19,406 Variable lease expense 29,886 12,414 9,705 Short-term lease expense 38,476 6,421 11,076 Lease balances were as follows (in thousands): Balance Sheet location December 31, 2022 December 31, 2021 Operating leases Right-of-use assets Other long-term assets $ 707,086 $ 794,187 Current operating lease liabilities Accrued expenses and other liabilities 39,689 34,407 Non-current operating lease liabilities Other long-term liabilities 588,064 670,688 Supplemental cash flow and non-cash information related to leases was as follows (in thousands): Year Ended Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 47,828 $ 31,385 $ 70,555 Right-of-use assets obtained in exchange for lease obligations: Operating leases (76,173) 506,761 823 The right-of-use assets obtained in exchange for lease obligations for the year ended December 31, 2022 decreased primarily related to a modification of a port facility agreement. Other supplemental information related to leases was as follows: Year Ended Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Weighted average remaining lease term (years) - operating leases 22.90 24.28 7.36 Weighted average discount rate - operating leases 7.33 % 5.41 % 3.96 % As of December 31, 2022, maturities of lease liabilities were as follows (in thousands): Operating leases 2023 $ 80,239 2024 69,638 2025 66,855 2026 67,059 2027 66,359 Thereafter 1,013,732 Total 1,363,882 Less: Present value discount (736,129) Present value of lease liabilities $ 627,753 Sales-Type Lease We have one sales-type lease for constructed land-based transportation equipment and infrastructure. The term of the lease is 20 years. At the end of the lease term, the assets shall be conveyed to the lessee. As of December 31, 2022, the lease receivable is $43.5 million and is recognized within accounts receivable, net and other long-term assets. The maturities of the lease receivable as of December 31, 2022 were as follows (in thousands): Sales-type lease 2023 $ 3,720 2024 2,481 2025 2,481 2026 2,481 2027 2,481 Thereafter 29,856 Total $ 43,500 Significant Assumptions and Judgments in Applying Topic 842 and Practical Expedients Elected Our leases contain both fixed and variable payments. Fixed payments and variable lease payments that depend on a rate or index are included in the calculation of the right-of-use asset. Other variable payments are excluded from the calculation unless there is an unavoidable fixed minimum cost related to those payments such as a minimum annual guarantee. Our lease assets are amortized on a straight-line basis except for our rights to use port facilities. The expenses related to port facilities are amortized based on passenger counts as this basis represents the pattern in which the economic benefit is derived from the right to use the underlying asset. For non-consecutive lease terms, which relate to our rights to use certain port facilities, the term of the lease is based on the number of days on which we have the right to use a specified asset. We have adopted the practical expedient to exclude leases with terms of less than one year from being included on the balance sheet. Lease expense for agreements that are short-term are disclosed below and include both fixed and variable payments. Certain leases include one or more options to extend or terminate and are primarily in five-year increments. Lease extensions and terminations, including auto-renewing lease terms, were only included in the calculation of the right-of-use asset to the extent that the right to renew or terminate was at the option of the lessor only or where there was a more than insignificant penalty for termination. As our leases do not have a readily determinable implicit rate, we estimated our incremental borrowing rate to determine the net present value of the lease payments at the commencement date. Our incremental borrowing rate was estimated based on the rate we would have obtained if we had borrowed collateralized debt over the lease term to purchase the asset. We have also adopted the practical expedient which allows us, by class of asset, to not separate lease and non-lease components when we are the lessor in the underlying transaction, the transactions would otherwise be accounted for under ASC 606–Revenue Recognition and the non-lease components are the predominant components of the agreements. We have applied this practical expedient to transactions with cruise passengers and concession service providers related to the use of our ships. We refer you to Note 3 – “Revenue and Expense from Contracts with Customers.” Leases That Have Not Yet Commenced We have one agreement related to our rights to use a port facility which is under construction. The lease term for this agreement has not commenced as of December 31, 2022. Although we may have provided design input or advances related to these assets, we have determined that we do not control the assets during the period of construction. The lease is expected to commence in 2024. This port facility has undiscounted minimum annual guarantees of approximately $141.1 million of passenger fees. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2022 | |
Statement Of Income And Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 6. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) was as follows (in thousands): Year Ended December 31, 2022 Change Accumulated Change Related to Other Related to Shipboard Comprehensive Cash Flow Retirement Income (Loss) Hedges Plan Accumulated other comprehensive income (loss) at beginning of period $ (286,799) $ (280,343) $ (6,456) Current period other comprehensive income (loss) before reclassifications (95,506) (104,017) 8,511 Amounts reclassified into earnings (96,487) (96,865) (1) 378 (2) Accumulated other comprehensive income (loss) at end of period $ (478,792) $ (481,225) (3) $ 2,433 Year Ended December 31, 2021 Change Accumulated Change Related to Other Related to Shipboard Comprehensive Cash Flow Retirement Income (Loss) Hedges Plan Accumulated other comprehensive income (loss) at beginning of period $ (241,830) $ (234,981) $ (6,849) Current period other comprehensive loss before reclassifications (110,379) (110,379) — Amounts reclassified into earnings 65,410 65,017 (1) 393 (2) Accumulated other comprehensive income (loss) at end of period $ (286,799) $ (280,343) $ (6,456) Year Ended December 31, 2020 Change Accumulated Change Related to Other Related to Shipboard Comprehensive Cash Flow Retirement Income (Loss) Hedges Plan Accumulated other comprehensive income (loss) at beginning of period $ (297,203) $ (290,009) $ (7,194) Current period other comprehensive loss before reclassifications (51,704) (51,642) (62) Amounts reclassified into earnings 107,077 106,670 (1) 407 (2) Accumulated other comprehensive income (loss) at end of period $ (241,830) $ (234,981) $ (6,849) (1) We refer you to Note 10 – “Fair Value Measurements and Derivatives” in these notes to consolidated financial statements for the affected line items in the consolidated statements of operations. (2) Amortization of prior-service cost and actuarial loss reclassified to other income (expense), net. (3) Includes $28.7 million of gain expected to be reclassified into earnings in the next 12 months. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment, Net [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Ships $ 15,751,860 $ 14,488,539 Ship improvements 2,718,818 2,444,910 Ships under construction 871,813 833,973 Land and land improvements 58,370 58,370 Other 880,056 767,819 20,280,917 18,593,611 Less: accumulated depreciation (5,764,551) (5,064,805) Property and equipment, net $ 14,516,366 $ 13,528,806 The increase in ships was primarily due to the addition of Norwegian Prima. The Company capitalized approximately $300.7 million of costs associated with ship improvements during the year ended December 31, 2022. Repairs and maintenance expenses including Dry-dock expenses were $223.5 million, $199.7 million and $129.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, and were recorded within other cruise operating expense. Ships under construction include progress payments to the shipyard, planning and design fees and other associated costs. Capitalized interest costs which were primarily associated with the construction or revitalization of ships amounted to $58.4 million, $43.6 million and $25.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8. Long-Term Debt Long-term debt consisted of the following: Interest Rate Balance December 31, Maturities December 31, 2022 2021 Through 2022 2021 (in thousands) $875.0 million senior secured Revolving Loan Facility 6.45 % 2.10 % 2025 $ 875,000 $ 875,000 Term Loan A Facility 6.80 % 2.07 % 2025 1,447,851 1,508,025 $862.5 million 6.000% exchangeable notes (1) 6.00 % 6.00 % 2024 144,563 203,223 $450.0 million 5.375% exchangeable notes (2) 5.38 % 5.38 % 2025 410,719 519,937 $1,150.0 million 1.125% exchangeable notes (3) 1.13 % 1.13 % 2027 999,802 1,078,357 $473.2 million 2.50% exchangeable notes (4) 2.50 % — 2027 407,900 — $1,000.0 million 5.875% senior secured notes 5.88 % — 2027 987,522 — $600.0 million 7.75% senior unsecured notes 7.75 % — 2029 592,266 — $675.0 million 12.25% senior secured notes (5) — 12.25 % 2024 — 427,164 $750.0 million 10.25% senior secured notes — 10.25 % 2026 — 481,834 $525.0 million 6.125% senior unsecured notes 6.13 % 6.13 % 2028 519,314 518,229 $1,425.0 million 5.875% senior unsecured notes 5.88 % 5.88 % 2026 1,413,053 1,409,336 $565.0 million 3.625% senior unsecured notes 3.63 % 3.63 % 2024 562,517 561,248 €529.8 million Breakaway one loan (6) 5.53 % 1.12 % 2026 224,808 308,585 €529.8 million Breakaway two loan (6) 4.25 % 3.47 % 2027 302,280 344,436 €590.5 million Breakaway three loan (6) 3.75 % 2.65 % 2027 393,341 483,109 €729.9 million Breakaway four loan (6) 3.62 % 2.71 % 2029 537,542 636,868 €710.8 million Seahawk 1 term loan (6) 4.25 % 3.44 % 2030 600,504 699,131 €748.7 million Seahawk 2 term loan (6) 4.24 % 3.50 % 2031 757,265 863,891 Leonardo newbuild one loan 2.68 % 2.68 % 2034 1,043,850 256,179 Leonardo newbuild two loan 2.77 % 2.77 % 2035 259,315 193,455 Leonardo newbuild three loan 1.22 % 1.22 % 2036 40,765 43,298 Leonardo newbuild four loan 1.31 % 1.31 % 2037 40,765 43,298 Splendor newbuild loan 3.36 % 2.88 % 2032 383,085 405,937 Explorer newbuild loan 4.44 % 3.40 % 2028 210,634 254,548 Marina newbuild loan 4.41 % 1.07 % 2027 101,194 134,737 Riviera newbuild loan 5.78 % 1.01 % 2026 135,290 202,888 Term loan - newbuild related — 4.50 % 2022 — 68,220 Finance lease and license obligations Various Various 2028 15,539 21,454 Total debt 13,406,684 12,542,387 Less: current portion of long-term debt (991,128) (876,890) Total long-term debt $ 12,415,556 $ 11,665,497 (1) Includes a conversion option liability of $26.7 million and related debt discount of $26.3 million as of December 31, 2022. Includes a conversion option liability of $101.4 million and related debt discount of $41.0 million as of December 31, 2021. (2) Includes a conversion option liability of $60.4 million and related debt discount of $92.6 million as of December 31, 2022. Includes a conversion option liability of $198.5 million and related debt discount of $119.5 million as of December 31, 2021. (3) Includes a conversion option liability of $64.9 million and related debt discount of $191.0 million as of December 31, 2022. Includes a conversion option liability of $ 187.7 million and related debt discount of $ 230.4 million as of December 31, 2021. (4) Includes a conversion option liability of $24.2 million and related debt discount of $79.1 million as of December 31, 2022. (5) Includes an original issue discount of $2.9 million as of December 31, 2021. (6) Currently U.S. dollar-denominated. 2022 Transactions In February 2022, NCLC conducted a private offering (the “Notes Offering”) of $1,000 million in aggregate principal amount of 5.875% senior secured notes due 2027 (the “2027 Secured Notes”) and $600 million in aggregate principal amount of 7.750% senior notes due 2029 (the “2029 Unsecured Notes”). The 2027 Secured Notes are jointly and severally guaranteed on a senior secured basis by Pride of Hawaii, LLC, Norwegian Epic, Ltd. and Sirena Acquisition. The 2027 Secured Notes and the related guarantees are secured by a first-priority interest in, among other things and subject to certain agreed security principles, three of our vessels, namely the Norwegian Jade vessel, the Norwegian Epic vessel and the Sirena vessel. NCLC may redeem the 2027 Secured Notes at its option, in whole or in part, at any time and from time to time prior to February 15, 2024, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. NCLC may redeem the 2027 Secured Notes at its option, in whole or in part, at any time and from time to time on or after February 15, 2024, at the redemption prices set forth in the indenture governing the 2027 Secured Notes, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. At any time and from time to time prior to February 15, 2024, NCLC may choose to redeem up to 40% of the aggregate principal amount of the 2027 Secured Notes with the net proceeds of certain NCLH equity offerings, subject to certain restrictions, at a redemption price equal to 105.875% of the principal amount of the 2027 Secured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2027 Secured Notes issued remains outstanding following such redemption. NCLC may redeem the 2029 Unsecured Notes at its option, in whole or in part, at any time and from time to time prior to November 15, 2028, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. NCLC may redeem the 2029 Unsecured Notes at its option, in whole or in part, at any time and from time to time on or after November 15, 2028, at a redemption price equal to 100% of the principal amount of 2029 Unsecured Notes redeemed, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. At any time and from time to time prior to February 15, 2025, NCLC may choose to redeem up to 40% of the aggregate principal amount of the 2029 Unsecured Notes with the net proceeds of certain NCLH equity offerings, subject to certain restrictions, at a redemption price equal to 107.750% of the principal amount of the 2029 Unsecured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2029 Unsecured Notes issued remains outstanding following such redemption. The indentures governing the 2027 Secured Notes and the 2029 Unsecured Notes include requirements that, among other things and subject to a number of qualifications and exceptions, restrict our ability and the ability of our restricted subsidiaries, as applicable, to (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, equity interests and make other restricted payments; (iii) make investments; (iv) consummate certain asset sales; (v) engage in certain transactions with affiliates; (vi) grant or assume certain liens; and (vii) consolidate, merge or transfer all or substantially all of our assets. In February 2022, NCLC also conducted a private offering (the “Exchangeable Notes Offering”) of $473.2 million in aggregate principal amount of 2.5% exchangeable senior notes due February 15, 2027 (the “2027 2.5% Exchangeable Notes”). The 2027 2.5% Exchangeable Notes are guaranteed by NCLH on a senior basis. At their option, holders may exchange their 2027 2.5% Exchangeable Notes for, at the election of NCLC, cash, ordinary shares of NCLH or a combination of cash and ordinary shares of NCLH, at any time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. If NCLC elects to satisfy its exchange obligation solely in ordinary shares or in a combination of ordinary shares and cash, upon exchange, the 2027 2.5% Exchangeable Notes will convert into redeemable preference shares of NCLC, which will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2027 2.5% Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate initially will be 28.9765 ordinary shares per $1,000 principal amount of 2027 2.5% Exchangeable Notes (equivalent to an initial exchange price of approximately $34.51 per ordinary share). The maximum exchange rate is 44.1891 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2027 2.5% Exchangeable Notes pay interest at NCLC used the net proceeds from the Notes Offering and the Exchangeable Notes Offering to redeem (the “Redemption”) all of the outstanding 2024 Senior Secured Notes and 2026 Senior Secured Notes and to make scheduled principal payments on debt maturing in 2022, including, in each case, to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses. Simultaneously with the Redemption, and pursuant to certain provisions contained in the indentures governing the 2026 Senior Unsecured Notes and the 2028 Senior Unsecured Notes, each of the guarantors party to such indentures were released from their obligations thereunder. We had export credit financing in place for 80% of the contract price for Norwegian Prima, for which we took delivery in July 2022. The associated $1.1 billion term loan bears interest at a fixed rate of 2.68% with a maturity date of July 31, 2034. Principal and interest payments are payable semiannually. In December 2022, NCLC entered into Amendment No. 4 to the Senior Secured Credit Facility. Amendment No. 4 extended the maturities for approximately $1.4 billion of NCLC’s operating credit facility by one year to January 2025. Pursuant to Amendment No. 4, the extending lenders elected to convert (i) $631.8 million of their term A-2 loans into a like principal amount of term A-3 loans, (ii) $68.0 million of their deferred term A-1 loans into a like principal amount of deferred term A-2 loans and (iii) $591.0 million of their revolving facility A commitments into a like amount of revolving facility C commitments. Additionally, certain existing lenders agreed to make new term A-3 loans in an aggregate amount of $148.7 million, the proceeds of which were used to fully repay the deferred term A loans, deferred term A-1 loans and term A loans and partially repay the term A-1 loans. The term A-3 loans, deferred term A-2 loans and revolving facility C commitments each shall constitute a separate tranche of loans and commitments and have a maturity date of January 2, 2025, subject to, if a one-time minimum liquidity threshold is not satisfied on September 16, 2024, a springing maturity date of September 16, 2024. The term A-3 loans and revolving facility C commitments will accrue interest depending on a total leverage ratio at a per annum rate based on the adjusted term SOFR rate plus a margin of between 2.25% and 1.00%. Deferred term A-2 loans will accrue interest at a per annum rate based on the adjusted term SOFR rate plus a margin of 2.75%. Amendment No. 4 also (i) replaced the LIBOR index rate with the Term SOFR Rate, (ii) modified certain financial covenants such that, following the covenant relief period ending on December 31, 2022, (A) the allowable ratio of total net funded debt to total capitalization shall be greater than previously permitted, (B) free liquidity shall be required to be greater than or equal to $250,000,000 at any time and (C) the ratio of EBITDA to consolidated debt service shall be required to be greater than or equal to 1.25 to 1.00 unless free liquidity is greater than $300,000,000 and (iii) increased certain of the baskets applicable to our ability to incur debt. Also in December 2022, all of NCLC’s export-credit backed facilities were amended to conform the financial covenants with the Senior Secured Credit Facility. The refinancings and amendments described above resulted in aggregate losses on extinguishment of $188.8 million and modification expenses of $4.6 million for the year ended December 31, 2022, which are recognized in interest expense, net. 2023 Transactions In February 2023, NCLC issued $600.0 million aggregate principal amount of 8.375% senior secured notes due 2028 (the “2028 Senior Secured Notes”). The 2028 Senior Secured Notes are jointly and severally secured by first-priority interests in, among other things and subject to certain agreed security principles, thirteen of our vessels that also secure the Senior Secured Credit Facility. The 2028 Senior Secured Notes are guaranteed by our subsidiaries that own the vessels that secure the 2028 Senior Secured Notes. NCLC may redeem the 2028 Senior Secured Notes at its option, in whole or in part, at any time and from time to time prior to February 1, 2025, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. NCLC may redeem the 2028 Senior Secured Notes at its option, in whole or in part, at any time and from time to time on or after February 1, 2025, at the redemption prices set forth in the indenture governing the 2028 Senior Secured Notes plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. At any time and from time to time prior to February 1, 2025, NCLC may choose to redeem up to 40% of the aggregate principal amount of the 2028 Senior Secured Notes with the net proceeds of certain equity offerings, subject to certain restrictions, at a redemption price equal to 108.375% of the principal amount of the 2028 Senior Secured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2028 Senior Secured Notes issued remains outstanding following such redemption. The 2028 Senior Secured Notes pay interest at 8.375% per annum, semiannually on February 1 and August 1 of each year, to holders of record at the close of business on the immediately preceding January 15 and July 15, respectively. The proceeds from the 2028 Senior Secured Notes were used to repay the loans outstanding under our Term Loan A Facility that otherwise would have become due in January 2024, including to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses. As a result, all of the remaining term loans outstanding under our Term Loan A Facility will mature in January 2025, subject to the springing maturity described above. The indenture governing the 2028 Senior Secured Notes includes requirements that, among other things and subject to a number of qualifications and exceptions, restrict the ability of NCLC and its restricted subsidiaries, as applicable, to (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, equity interests and make other restricted payments; (iii) make investments; (iv) consummate certain asset sales; (v) engage in certain transactions with affiliates; (vi) grant or assume certain liens; and (vii) consolidate, merge or transfer all or substantially all of their assets. In February 2023, a commitment of $82.5 million in aggregate principal amount was obtained from a new lender in connection with the Revolving Loan Facility. This commitment will be assigned from existing lenders extending certain revolving facility commitments coming due January 2024 by one year to January 2025. The terms of the commitment are described above regarding Amendment No. 4 to the Senior Secured Credit Facility. In July 2022, NCLC entered into a $1 billion amended and restated commitment letter (the “commitment letter”) with the purchasers named therein (collectively, the “Commitment Parties”), which superseded a $1 billion commitment letter previously executed in November 2021. The commitment letter, among other things, extended the commitments thereunder through March 31, 2023. In February 2023, the Commitment Parties further amended the commitment letter (the “amended commitment letter”) to extend certain commitments thereunder through February 2024, with an option for NCLC to further extend such commitments through February 2025 at its election. Pursuant to the amended commitment letter, the Commitment Parties have agreed to purchase from NCLC an aggregate principal amount of up to $650 million of senior secured notes at NCLC’s option. NCLC has the option to make up to two draws, consisting of (i) $250 million of senior secured notes due 2028 that, if issued, will accrue interest at a rate of 11.00% per annum subject to a 1.00% increase or decrease based on certain market conditions at the time drawn (the “Class B Notes”) and (ii) $400 million aggregate principal amount of 8.00% senior secured notes due five years after the issue date (the “Backstop Notes”). The Class B Notes and the Backstop Notes are subject to a quarterly commitment fee of 0.75% for so long as the commitments with respect to Class B Notes or the Backstop Notes, as applicable, are outstanding, which fee will be increased to 1.00% if NCLC extends the commitments through February 2025 at its election. If drawn, the Class B Notes will be subject to an issue fee of 2.00%, and the Backstop Notes will be subject to a quarterly duration fee of 1.50%, as well as an issue fee of 3.00% . In February 2023, in connection with the execution of the amended commitment letter, NCLC issued $250 million aggregate principal amount of 9.75% senior secured notes due 2028 (the “Class A Notes” and, collectively with the Class B Notes and the Backstop Notes, the “Notes”), subject to an issue fee of 2.00%. NCLC will use the net proceeds from the Class A Notes for general corporate purposes. NCLC may redeem the Class A Notes at its option, in whole or in part, at any time and from time to time prior to February 22, 2025, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. NCLC may redeem the Class A Notes at its option, in whole or in part, at any time and from time to time on or after February 22, 2025, at the redemption prices set forth in the indenture governing the Class A Notes, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. The Class A Notes pay interest at 9.75% per annum, quarterly on February 15, May 15, August 15 and November 15 of each year, to holders of record at the close of business on the immediately preceding February 1, May 1, August 1 and November 1, respectively. The Class A Notes are, and the Class B Notes and the Backstop Notes, if issued, will be, secured by first-priority interests in, among other things and subject to certain agreed security principles, shares of capital stock in certain guarantors, our material intellectual property and two islands that we use in the operations of our cruise business. The Class A Notes are, and the Class B Notes and the Backstop Notes, if issued, will be, guaranteed by our subsidiaries that own the property that secures the Notes as well as certain additional subsidiaries whose assets do not secure the Notes. The indenture governing the Class A Notes includes requirements that, among other things and subject to a number of qualifications and exceptions, restrict the ability of NCLC and its restricted subsidiaries, as applicable, to (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, equity interests and make other restricted payments; (iii) make investments; (iv) consummate certain asset sales; (v) engage in certain transactions with affiliates; (vi) grant or assume certain liens; and (vii) consolidate, merge or transfer all or substantially all of their assets. In February 2023, NCLC entered into a Backstop Agreement with MS, pursuant to which MS has agreed to provide backstop committed financing to refinance and/or repay in whole or in part amounts outstanding under the Senior Secured Credit Facility. Pursuant to the Backstop Agreement, we may, at our sole option, issue and sell to MS (subject to the satisfaction of certain conditions) five-year senior unsecured notes up to an aggregate principal amount sufficient to generate gross proceeds of $300 million at any time between October 4, 2023 and January 2, 2024. Exchangeable Notes In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which reduces the number of accounting models for convertible debt instruments and enhances transparency in disclosures. One model which was eliminated is the bifurcation of embedded conversion features that are not accounted for separately as derivatives. Each of the 2024 Exchangeable Notes, 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes contain conversion options that may be settled with NCLH’s ordinary shares. As the options are both indexed to and settled in ordinary shares of NCLH, they are accounted for separately as derivatives for NCLC. Due to the bifurcation of the options as derivatives, NCLC does not use one of the models that was eliminated, and the adoption of 2020-06 did not have a material effect. As of December 31, 2022, NCLC had outstanding $146.6 million aggregate principal amount of 6.00% exchangeable senior notes due May 15, 2024 (the “2024 Exchangeable Notes”). The 2024 Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2024 Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2024 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate will initially be 72.7273 ordinary shares per $1,000 principal amount of 2024 Exchangeable Notes (equivalent to an initial exchange price of approximately $13.75 per ordinary share). The maximum exchange rate is 89.4454 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2024 Exchangeable Notes pay interest at As of December 31, 2022, NCLC had outstanding $450.0 million aggregate principal amount of 5.375% exchangeable senior notes due August 1, 2025 (the “2025 Exchangeable Notes”). The 2025 Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2025 Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2025 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate will initially be 53.3333 ordinary shares per $1,000 principal amount of 2025 Exchangeable Notes (equivalent to an initial exchange price of approximately $18.75 per ordinary share). The maximum exchange rate is 66.6666 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2025 Exchangeable Notes pay interest at As of December 31, 2022, NCLC had outstanding $1,150.0 million aggregate principal amount of 1.125% exchangeable senior notes due February 15, 2027 (the “2027 1.125% Exchangeable Notes”). The 2027 1.125% Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2027 1.125% Exchangeable Notes at their option into redeemable preference shares of NCLC or cash, at the election of NCLC, at any time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2027 1.125% Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The initial exchange rate is 29.6850 ordinary shares per $1,000 principal amount of 2027 1.125% Exchangeable Notes (equivalent to an initial exchange price of approximately $33.69 per ordinary share). The maximum exchange rate is 42.3012 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2027 1.125% Exchangeable Notes pay interest at The following is a summary of NCLC’s exchangeable notes as of December 31, 2022 (in thousands): Unamortized Debt Discount, Principal including Deferred Net Carrying Fair Value Amount Financing Fees Amount Amount Leveling 2024 Exchangeable Notes $ 146,601 $ (28,705) $ 117,896 $ 161,840 Level 2 2025 Exchangeable Notes 450,000 (99,684) 350,316 433,580 Level 2 2027 1.125% Exchangeable Notes 1,150,000 (215,070) 934,930 763,830 Level 2 2027 2.5% Exchangeable Notes 473,175 (89,506) 383,669 331,743 Level 2 The following is a summary of NCLC’s exchangeable notes as of December 31, 2021 (in thousands): Unamortized Debt Discount, Principal including Deferred Net Carrying Fair Value Amount Financing Fees Amount Amount Leveling 2024 Exchangeable Notes $ 146,601 $ (44,772) $ 101,829 $ 249,358 Level 2 2025 Exchangeable Notes 450,000 (128,603) 321,397 642,591 Level 2 2027 1.125% Exchangeable Notes 1,150,000 (259,380) 890,620 1,088,510 Level 2 In addition, we recognize debt conversion options within exchangeable notes. Refer to Note 10— “Fair Value Measurements and Derivatives.” The following provides a summary of the interest expense recognized related to the exchangeable notes (in thousands): Year Ended Year Ended December 31, 2022 December 31, 2021 Coupon interest 55,759 77,591 Amortization of debt discount, including deferred financing fees 104,873 98,054 Total $ 160,632 $ 175,645 Prior to the adoption of ASU 2020-06, interest expense, including amortization of debt discounts and coupon interest, recognized related to the convertible debt instruments was $130.9 million for the year ended December 31, 2020. The effective interest rate is 22.74%, 15.89%, 6.28% and 7.88% for the 2024 Exchangeable Notes, 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, respectively. Interest Expense Interest expense, net for the year ended December 31, 2022 was $0.9 billion which included $58.4 million of amortization of deferred financing fees and an approximately $193.4 million loss on extinguishment and modification of debt. Interest expense, net for the year ended December 31, 2021 was $1.4 billion which included $52.0 million of amortization of deferred financing fees and a $0.7 billion loss on extinguishment of debt. Interest expense, net for the year ended December 31, 2020 was $520.1 million which included $42.2 million of amortization of deferred financing fees and a $27.8 million loss on extinguishment and modification of debt. Debt Repayments The following are scheduled principal repayments on our long-term debt including exchangeable notes which can be settled in shares and finance lease obligations as of December 31, 2022 for each of the next five years (in thousands): Year Amount 2023 $ 991,128 2024 2,513,382 2025 2,436,004 2026 2,049,850 2027 3,102,553 Thereafter 2,762,506 Total $ 13,855,423 We had an accrued interest liability of $151.8 million and $112.9 million as of December 31, 2022 and 2021, respectively. Debt Covenants During the year ended December 31, 2022, we amended certain financial and other debt covenants, including the modification of our free liquidity requirements. As of December 31, 2022, taking into account such amendments, we were in compliance with all of our debt covenants. If we do not continue to remain in compliance with our covenants, we would have to seek additional amendments to or waivers of our covenants. However, no assurances can be made that such amendments or waivers would be approved by our lenders. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default and/or cross acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated, which would have a material adverse impact on our operations and liquidity. |
Related Party Disclosures
Related Party Disclosures | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Disclosures | 9. Related Party Disclosures NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, were all parties to an indenture, dated May 28, 2020 (the “Indenture”) related to the Private Exchangeable Notes, which were held by an affiliate of L Catterton (the “Private Investor”). Based on the initial exchange rate for the Private Exchangeable Notes, the Private Investor beneficially owned approximately 10% of NCLH’s outstanding ordinary shares as of December 31, 2020. The initial exchange rate for the Private Exchangeable Notes could have been adjusted in the event of certain make-whole fundamental changes or tax redemption events (each, as described in the Indenture), but the maximum number of NCLH ordinary shares issuable upon an exchange in the event of such an adjustment would not have exceeded 46,577,947 . The Private Exchangeable Notes also contained certain anti-dilution provisions that could have subjected the exchange rate to additional adjustment if certain events had occurred. NCLH, NCLC and the Private Investor also entered into an investor rights agreement, dated May 28, 2020 (the “Investor Rights Agreement”), which provided that, among other things, the Private Investor was entitled to nominate one person for appointment to the board of directors of NCLH until the first date on which the Private Investor no longer beneficially owned in the aggregate at least 50% of the number of NCLH’s ordinary shares issuable upon exchange of the Private Exchangeable Notes beneficially owned by the Private Investor in the aggregate as of May 28, 2020 (subject to certain adjustments). The Investor Rights Agreement also provided for customary registration rights for the Private Investor and its affiliates, including demand and piggyback registration rights, contained customary transfer restrictions and provided that the Private Investor and its affiliates were subject to a voting agreement with respect to certain matters during a specified period of time. In a privately negotiated transaction among NCLH, NCLC and the Private Investor, NCLC agreed to repurchase all of the outstanding Private Exchangeable Notes for an aggregate repurchase price of approximately $1.0 billion (the “Repurchase”). On March 9, 2021, in connection with the settlement of the Repurchase, the trustee cancelled the aggregate principal amount outstanding under the Private Exchangeable Notes and confirmed that NCLC had satisfied and discharged its obligations under the Indenture. In connection with the Repurchase, we and the Private Investor agreed to terminate the Investor Rights Agreement effective upon the consummation of the Repurchase. Notwithstanding the termination, we and the Private Investor agreed that certain provisions related to indemnification and expense reimbursement would survive in accordance with their terms. |
Fair Value Measurements and Der
Fair Value Measurements and Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Derivatives | 10. Fair Value Measurements and Derivatives Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability). Fair Value Hierarchy The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available: Level 1 — Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates. Level 2 — Significant other observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources. Level 3 — Significant unobservable inputs we believe market participants would use in pricing the asset or liability based on the best information available. Derivatives We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We attempt to minimize these risks through a combination of our normal operating and financing activities and through the use of derivatives. We assess whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of our hedged forecasted transactions. We use qualitative assessments or regression analysis for hedge relationships and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. There are no amounts excluded from the assessment of hedge effectiveness, except when the hedged item is a contractually specified component, and there are no credit-risk-related contingent features in our derivative agreements. We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivatives, is not considered significant, as we primarily conduct business with large, well-established financial institutions with which we have established relationships, and which have credit risks acceptable to us, or the credit risk is spread out among many creditors. We do not anticipate non-performance by any of our significant counterparties. As of December 31, 2022, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 455 thousand metric tons of our projected fuel purchases, maturing through December 31, 2023. As of December 31, 2022, we had fuel swaps pertaining to approximately 14 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through December 31, 2023. As of December 31, 2022, we had foreign currency forward contracts, matured foreign currency options and matured foreign currency collars which are used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros. The notional amount of our foreign currency forward contracts was €1.6 billion, or $1.7 billion based on the euro/U.S. dollar exchange rate as of December 31, 2022. As of December 31, 2022, we had conversion options embedded in our exchangeable notes. The notional amounts of our outstanding options as of December 31, 2022 were 10.7 million, 24.0 million, 34.1 million and 13.7 million NCLH shares for the 2024 Exchangeable Notes, 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, respectively. The derivatives measured at fair value and the respective location in the consolidated balance sheets includes the following (in thousands): Assets Liabilities December 31, December 31, December 31, December 31, Balance Sheet Location 2022 2021 2022 2021 Derivative Contracts Designated as Hedging Instruments Fuel contracts Prepaid expenses and other assets $ 53,224 $ 29,349 $ 7,137 $ — Other long-term assets 3,869 19,554 655 — Foreign currency contracts Prepaid expenses and other assets 3,617 4,898 — — Accrued expenses and other liabilities 4,386 — 177,746 98,592 Other long-term liabilities — — — 73,496 Interest rate contracts Accrued expenses and other liabilities — — — 469 Total derivatives designated as hedging instruments $ 65,096 $ 53,801 $ 185,538 $ 172,557 Derivative Contracts Not Designated as Hedging Instruments Fuel contracts Prepaid expenses and other assets $ 84 $ 10,836 $ 348 $ — Other long-term assets — 3,476 191 — Debt conversion options Exchangeable notes — — 176,173 487,671 Total derivatives not designated as hedging instruments $ 84 $ 14,312 $ 176,712 $ 487,671 Total derivatives $ 65,180 $ 68,113 $ 362,250 $ 660,228 The fair values of swap and forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The Company determines the value of options and collars utilizing option pricing models based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The option pricing models used by the Company are industry standard models for valuing options and are used by the broker/dealer community. The inputs to the option pricing models are the option strike prices, underlying prices, risk-free rates of interest, time to expiration, and both historical and implied volatilities. The fair values of option contracts consider both the intrinsic value and any remaining time value associated with those derivatives that have not yet settled. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. Our derivatives and financial instruments were categorized as Level 2 in the fair value hierarchy, and we had no derivatives or financial instruments categorized as Level 1 or Level 3. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain assets and liabilities within counterparties when the rights of offset exist. We are not required to post cash collateral related to our derivative instruments. The gross and net amounts recognized within assets and liabilities include the following (in thousands): Gross Gross Gross Amounts Total Net Amounts December 31, 2022 Amounts Offset Amounts Not Offset Net Amounts Assets $ 60,794 $ (8,331) $ 52,463 $ (3,617) $ 48,846 Liabilities 353,919 (4,386) 349,533 (322,554) 26,979 Gross Gross Gross Amounts Total Net Amounts December 31, 2021 Amounts Offset Amounts Not Offset Net Amounts Assets $ 68,113 $ — $ 68,113 $ (68,113) $ — Liabilities 660,228 — 660,228 (660,228) — The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) include the following (in thousands): Location of Gain (Loss) Reclassified from Accumulated Amount of Gain (Loss) Reclassified Amount of Gain (Loss) Other Comprehensive from Accumulated Other Recognized in Other Income (Loss) into Comprehensive Derivatives Comprehensive Income Income Income (Loss) into Income Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Fuel contracts $ 106,994 $ 74,434 $ (157,669) Fuel $ 104,250 $ (41,080) $ (45,488) Fuel contracts — — — Other income (expense), net (293) (12,002) (49,653) Foreign currency contracts (211,011) (185,067) 116,496 Depreciation and amortization (7,052) (5,067) (4,929) Interest rate contracts — 254 (10,469) Interest expense, net (40) (6,868) (6,600) Total gain (loss) recognized in other comprehensive income $ (104,017) $ (110,379) $ (51,642) $ 96,865 $ (65,017) $ (106,670) The effects of cash flow hedge accounting on the consolidated statements of operations include the following (in thousands): Year Ended December 31, 2022 Depreciation and Interest Other Income Fuel Amortization Expense, net (Expense), net Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ 686,825 $ 749,326 $ 895,242 $ 480,939 Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income Fuel contracts 104,250 — — — Foreign currency contracts — (7,052) — — Interest rate contracts — — (40) — Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring Fuel contracts — — — (293) The effects of cash flow hedge accounting on the consolidated statements of operations include the following (in thousands): Year Ended December 31, 2021 Depreciation and Interest Other Income Fuel Amortization Expense, net (Expense), net Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ 301,852 $ 700,845 $ 1,396,109 $ 344,616 Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income Fuel contracts (41,080) — — — Foreign currency contracts — (5,067) — — Interest rate contracts — — (6,868) — Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring Fuel contracts — — — (12,002) The effects of cash flow hedge accounting on the consolidated statements of operations include the following (in thousands): Year Ended December 31, 2020 Depreciation and Interest Other Income Fuel Amortization Expense, net (Expense), net Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ 264,712 $ 717,840 $ 520,063 $ (984,501) Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income Fuel contracts (45,488) — — — Foreign currency contracts — (4,929) — — Interest rate contracts — — (6,600) — Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring Fuel contracts — — — (49,653) Amount of gain recognized in income as a result of failing effectiveness tests Fuel contracts — — — 5,507 The effects of derivatives not designated as hedging instruments on the consolidated statements of operations include the following (in thousands): Amount of Gain (Loss) Recognized in Income Year Ended December 31, Location of Gain (Loss) 2022 2021 2020 Derivatives not designated as hedging instruments Fuel contracts Other income (expense), net $ 33,850 $ 65,507 $ 20,932 Foreign exchange contracts Other income (expense), net (15,055) (77) (76) Debt conversion options Other income (expense), net 404,373 220,663 (938,614) Long-Term Debt As of December 31, 2022 and 2021, the fair value of our long-term debt, including the current portion, was $11.9 billion and $12.5 billion, respectively, which was $1.8 $0.2 Non-Recurring Measurements of Non-Financial Assets Goodwill and other indefinite-lived assets, principally tradenames, are reviewed for impairment on an annual basis or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets may not be fully recoverable. We believe our estimates and judgments with respect to our long-lived assets, principally ships, and goodwill and other indefinite-lived intangible assets are reasonable. Nonetheless, if there was a material change in assumptions used in the determination of such fair values or if there is a material change in the conditions or circumstances that influence such assets, we could be required to record an impairment charge. We estimate fair value based on the best information available utilizing estimates, judgments and projections as necessary. As of December 31, 2022, our annual review supports the carrying value of these assets . Other The carrying amounts reported in the consolidated balance sheets of all other financial assets and liabilities approximate fair value. |
Employee Benefits and Share-Bas
Employee Benefits and Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Benefits and Share-Based Compensation | 11. Employee Benefits and Share-Based Compensation Amended and Restated 2013 Performance Incentive Plan In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which provided for the issuance of up to 15,035,106 of NCLH’s ordinary shares pursuant to awards granted under the plan, with no more than 5,000,000 shares being granted to one individual in any calendar year. In May 2016 and May 2021, the plan was amended and restated (the “Restated 2013 Plan”) pursuant to approval from the Board of Directors and NCLH’s shareholders. Among other things, under the Restated 2013 Plan, the number of NCLH’s ordinary shares that may be delivered pursuant to all awards granted under the plan was increased to a new maximum aggregate limit of 32,375,106 shares. In June 2022, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 7,000,000, resulting in an increase in the maximum aggregate limit to 39,375,106 shares. Additionally, the expiration date of the Restated 2013 Plan was extended to April 25, 2032. Share options under the plan are granted with an exercise price equal to the closing market price of NCLH shares at the date of grant. The vesting period for time-based options is typically set at three four NCLH Share Option Awards There were no share option awards granted for the years ended December 31, 2022, 2021 and 2020. The following table sets forth a summary of option activity under NCLH’s Restated 2013 Plan for the period presented: Weighted- Number of Share Option Awards Weighted-Average Exercise Price Average Aggregate Time- Performance- Market- Time- Performance- Market- Contractual Intrinsic Based Based Based Based Based Based Term Value Awards Awards Awards Awards Awards Awards (years) (in thousands) Outstanding as of January 1, 2022 4,388,345 114,583 208,333 $ 51.92 $ 59.43 $ 59.43 3.42 $ — Forfeited and cancelled (189,750) — — 51.88 — — Outstanding as of December 31, 2022 4,198,595 114,583 208,333 $ 51.92 $ 59.43 $ 59.43 2.29 $ — Vested and expected to vest as of December 31, 2022 4,198,595 114,583 — $ 51.92 $ 59.43 $ — 2.28 $ — Exercisable as of December 31, 2022 4,198,595 114,583 — $ 51.92 $ 59.43 $ — 2.28 $ — The total intrinsic value of share options exercised during 2022, 2021 and 2020 was $0, $0 and $0.6 million, respectively, and total cash received by the Company from exercises was $0, $0 and $2.2 million, respectively. As of December 31, 2022, there was no unrecognized compensation cost, related to options granted under our share-based incentive plans. Restricted Share Unit (“RSU”) Awards In March 2022, NCLH granted 4.8 million time-based RSU awards to our employees, which primarily vest in substantially equal installments over three years. Also, in March 2022, NCLH granted 1.9 million performance-based RSU awards to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2024 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2025. The fair value of the time-based and performance-based RSUs is equal to the closing market price of NCLH shares at the date of grant. The performance-based RSUs awarded to certain members of our management team are subject to performance conditions such that the number of shares that ultimately vest depends on the Adjusted EPS and Adjusted ROIC achieved by NCLH during the performance period compared to targets established at the award date or other non-financial targets. Although the terms of the performance-based RSU awards provide the compensation committee with the discretion to make certain adjustments to the performance calculation, a mutual understanding of the key terms and conditions of these awards has been ascertained. NCLH remeasures the probability and the cumulative share-based compensation expense of the awards each reporting period until vesting or forfeiture occurs. The following table sets forth a summary of RSU activity for the period presented: Number of Weighted- Number of Weighted- Number of Weighted- Time-Based Average Grant Performance- Average Grant Market- Average Grant Awards Date Fair Value Based Awards Date Fair Value Based Awards Date Fair Value Non-vested as of January 1, 2022 7,771,623 $ 27.02 1,841,113 $ 35.68 50,000 $ 59.43 Granted 4,892,594 18.56 1,857,750 (1) 18.48 — — Vested (5,096,353) 25.08 (588,505) 27.24 — — Forfeited or expired (587,157) 23.26 (360,419) 32.34 — — Non-vested as of December 31, 2022 6,980,707 $ 22.83 2,749,939 $ 26.30 50,000 $ 59.43 Non-vested and expected to vest as of December 31, 2022 6,980,707 $ 22.83 1,509,864 $ 28.73 — $ — (1) Number of performance-based RSU awards included assumes maximum achievement of performance targets. As of December 31, 2022, there were total unrecognized compensation costs related to non-vested time-based, non-vested performance-based and market-based RSUs of $91.1 million, $18.4 million and $0, respectively. The costs are expected to be recognized over a weighted-average period of 1.7 years, 1.6 years and 0 years, respectively, for the time-based, performance-based and market-based RSUs. Taxes paid pursuant to net share settlements in 2022, 2021 and 2020 were $21.0 million, $16.7 million and $15.4 million, respectively. Employee Stock Purchase Plan (“ESPP”) In April 2014, NCLH’s shareholders approved the ESPP. The purpose of the ESPP is to provide eligible employees with an opportunity to purchase NCLH’s ordinary shares at a favorable price and upon favorable terms in consideration of the participating employees’ continued services. A maximum of 2,000,000 of NCLH’s ordinary shares may be purchased under the ESPP. To be eligible to participate in an offering period, on the grant date of that period, an individual must be customarily employed by the Company or a participating subsidiary for more than twenty hours per week and for more than five months per calendar year. Participation in the ESPP is also subject to certain limitations. The ESPP is considered to be compensatory based on: a) the 15% purchase price discount and b) the look-back purchase price feature. Since the plan is compensatory, compensation expense must be recorded in the consolidated statements of operations on a straight-line basis over the six-month withholding period. As of December 31, 2022 and 2021, we had a liability for payroll withholdings received of $2.9 million and $2.7 million, respectively. The compensation expense recognized for share-based compensation for the periods presented include the following (in thousands): Year Ended December 31, Classification of expense 2022 2021 2020 Payroll and related (1) $ 21,043 $ 22,622 $ 21,190 Marketing, general and administrative (2) 92,520 101,455 90,107 Total share-based compensation expense $ 113,563 $ 124,077 $ 111,297 (1) Amounts relate to equity granted to certain of our shipboard officers. (2) Amounts relate to equity granted to certain of our corporate employees. Employee Benefit Plans We offer annual incentive bonuses pursuant to our Restated 2013 Plan for our executive officers and other key employees. Bonuses under the plan become earned and payable based on NCLH’s performance during the applicable performance period and generally require the individual’s continued employment. Company performance criteria include the attainment of certain financial targets and other strategic objectives. Certain employees are employed pursuant to agreements that provide for severance payments. Severance is generally only payable upon an involuntary termination of the employment by us without cause or a termination by the employee for good reason. Severance generally includes a series of cash payments based on the employee’s base salary and our payment of the employee’s continued medical benefits for the applicable severance period. We maintain a 401(k) Plan for our shoreside employees, including our executive officers. Participants may contribute up to 100% of eligible compensation each pay period, subject to certain limitations. In 2022 and 2021, we made matching contributions equal to 100% of the first 3% and 50% of amounts greater than 3% to and including 10% of each participant’s contributions subject to certain limitations. In addition, we may make discretionary supplemental contributions to the 401(k) Plan, which shall be allocated pro rata to each eligible participant based on the compensation of the participant relative to the total compensation of all participants. Our matching contributions are vested according to a five-year schedule. Due to the COVID-19 pandemic, in 2020, we paused our matching contributions under the 401(k) Plan for a portion of the year. The 401(k) Plan is subject to the provisions of ERISA and is intended to be qualified under section 401(a) of the U.S. Internal Revenue Code (the “Code”). We recorded total expenses related to the above 401(k) Plan of $11.6 million, $8.7 million and $2.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Effective January 2009, we implemented the Shipboard Retirement Plan which computes benefits based on years of service, subject to eligibility requirements. The Shipboard Retirement Plan is unfunded with no plan assets. The current portion of the projected benefit obligation of $1.4 million and $0.9 million was included in accrued expenses and other liabilities as of December 31, 2022 and 2021, respectively, and $27.3 million and $33.8 million was included in other long-term liabilities in our consolidated balance sheets as of December 31, 2022 and 2021, respectively. The amounts related to the Shipboard Retirement Plan were as follows (in thousands): As of or for the Year Ended December 31, 2022 2021 2020 Pension expense: Service cost $ 2,797 $ 2,902 $ 2,665 Interest cost 873 717 895 Amortization of prior service cost 378 378 378 Amortization of actuarial loss — 15 29 Total pension expense $ 4,048 $ 4,012 $ 3,967 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 34,688 $ 31,619 $ 28,695 Service cost 2,797 2,902 2,665 Interest cost 873 717 895 Actuarial (gain) loss (8,511) — 62 Direct benefit payments (1,082) (550) (698) Projected benefit obligation at end of year $ 28,765 $ 34,688 $ 31,619 Amounts recognized in the consolidated balance sheets: Projected benefit obligation $ 28,765 $ 34,688 $ 31,619 For the Year Ended December 31, 2022 2021 2020 Amounts recognized in accumulated other comprehensive income (loss): Prior service cost $ (2,647) $ (3,025) $ (3,403) Accumulated actuarial gain (loss) 5,080 (3,431) (3,446) Accumulated other comprehensive income (loss) $ 2,433 $ (6,456) $ (6,849) The discount rates used in the net periodic benefit cost calculation for the years ended December 31, 2022, 2021 and 2020 were 2.8%, 2.3% and 3.2%, respectively, and the actuarial loss is amortized over 18 years. The discount rate is used to measure and recognize obligations, including adjustments to other comprehensive income (loss), and to determine expense during the periods. It is determined by using bond indices which reflect yields on a broad maturity and industry universe of high-quality corporate bonds. The pension benefits expected to be paid in each of the next five years and in aggregate for the five years thereafter are as follows (in thousands): Year Amount 2023 $ 1,442 2024 1,490 2025 1,541 2026 1,693 2027 2,017 Next five years 15,040 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes We are incorporated in Bermuda. Under current Bermuda law, we are not subject to tax on income and capital gains. We have received from the Minister of Finance under The Exempted Undertakings Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to us or to any of our operations or shares, debentures or other obligations, until March 31, 2035. For the taxable years ended 2022, 2021 and 2020, NCLC was treated as a disregarded entity for U.S. federal income tax purposes and will be going forward. Two of NCLC’s subsidiaries file a U.S. federal income tax return. The components of net loss before income taxes consist of the following (in thousands): Year Ended December 31, 2022 2021 2020 Bermuda $ — $ — $ — Foreign - Other (1,964,798) (3,602,414) (4,986,613) Net loss before income taxes $ (1,964,798) $ (3,602,414) $ (4,986,613) The components of the provision for income taxes consisted of the following benefit (expense) (in thousands): Year Ended December 31, 2022 2021 2020 Current: Bermuda $ — $ — $ — United States 279 (6) (326) Foreign - Other (7,183) (3,264) (5,502) Total current: (6,904) (3,270) (5,828) Deferred: Bermuda — — — United States — — (15,613) Foreign - Other 1,271 (51) (129) Total deferred: 1,271 (51) (15,742) Income tax expense $ (5,633) $ (3,321) $ (21,570) Our reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax benefit (expense) was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Tax at Bermuda statutory rate $ — $ — $ — Foreign income taxes at different rates 29,601 32,958 17,051 Tax contingencies (321) (6) (626) Return to provision adjustments 612 1,476 9 Valuation allowance (35,525) (37,749) (38,004) Income tax expense $ (5,633) $ (3,321) $ (21,570) Deferred tax assets and liabilities were as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Loss carryforwards $ 136,268 $ 109,489 Other 13,030 9,390 Valuation allowance (112,233) (83,019) Total net deferred assets 37,065 35,860 Deferred tax liabilities: Property and equipment (36,174) (36,206) Total deferred tax liabilities (36,174) (36,206) Net deferred tax asset (liability) $ 891 $ (346) We have U.S. net operating loss carryforwards of $636.8 million and $507.4 million for the years ended December 31, 2022 and 2021, respectively, which begin to expire in 2030, a portion of which relate to Prestige discussed further below. We evaluate our deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods. We conduct our evaluation by considering all available positive and negative evidence. This evaluation considers, among other factors, historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the cruise industry and broader economy. Based on the weight of available evidence, we have recorded a valuation allowance in the fourth quarter of 2022, 2021 and 2020 of $35.5 million, $37.7 million and $39.6 million, respectively, with respect to the U.S. net deferred tax assets in one of our U.S. and several of our foreign subsidiaries. Included above are deferred tax assets associated with our operations in Norway for which we have provided a full valuation allowance. We have Norway net operating loss carryforwards of $11.6 million and $13.2 million for the years ended December 31, 2022 and 2021, respectively, which can be carried forward indefinitely. Included above are deferred tax assets associated with Prestige. We have U.S. net operating loss carryforwards of $155.0 million for the years ended December 31, 2022 and 2021, which begin to expire in 2030. Utilization of the Prestige net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously and/or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”). Ownership changes may limit the amount of net operating loss carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. If we have experienced an ownership change, utilization of Prestige’s net operating loss carryforwards would be subject to an annual limitation under Section 382. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Subsequent ownership changes could further impact the limitation in future years. We implemented certain tax restructuring strategies that created our ability to utilize the net operating loss carryforwards of Prestige, for which we had previously provided a full valuation allowance. During the fourth quarter of 2020, a valuation allowance was recognized for $30.0 million on the Prestige U.S. net operating loss carryforwards. We file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. We are generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by authorities for years prior to 2019, except for years in which NOLs generated prior to 2019 are utilized. Due to our international structure as well as the existence of international tax treaties that exempt taxation on certain activities, the repatriation of earnings from our subsidiaries would have no tax impact. We derive our income from the international operation of ships. We are engaged in a trade or business in the U.S. and receive income from sources within the U.S. Under Section 883, certain foreign corporations are exempt from U. S. federal income or branch profits tax on U.S.-source income derived from or incidental to the international operation of ships. Applicable U.S. treasury regulations provide that a foreign corporation will qualify for the benefits of Section 883 if, in relevant part: (i) the foreign country in which the corporation is organized grants an equivalent exemption for income from the international operation of ships to corporations organized in the U.S., and (ii) the foreign corporation has one or more classes of stock that are “primarily and regularly traded on an established securities market” in the U.S. or another qualifying country. We believe that we qualify for the benefits of Section 883 because we are incorporated in qualifying countries and our ordinary shares are primarily and regularly traded on an established securities market in the U.S. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Ship Construction Contracts For the Norwegian brand, the first Prima Class Ship, Norwegian Prima, at approximately 143,500 Gross Tons and with 3,100 Berths, was delivered in July 2022. We have five Prima Class Ships on order, each ranging from approximately 143,500 to 169,000 Gross Tons with 3,100 or more Berths, with currently scheduled delivery dates from 2023 through 2028. For the Regent brand, we have one Explorer Class Ship on order to be delivered in 2023 For the Oceania Cruises brand, we have orders for two Allura Class Ships to be delivered in 2023 and 2025. Each of the Allura Class Ships will be approximately 67,000 Gross Tons and 1,200 Berths. The impacts of COVID-19 on the shipyards where our ships are under construction (or will be constructed), Russia’s ongoing invasion of Ukraine, initiatives to improve environmental sustainability and modifications the Company plans to make to its newbuilds and/or other macroeconomic events have resulted in delays in expected ship deliveries. These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged. As of December 31, 2022, the combined contract prices of the eight ships on order for delivery was approximately €6.7 billion, or $7.2 billion based on the euro/U.S. dollar exchange rate as of December 31, 2022. Subsequent to December 31, 2022, we have entered into amendments for our ships on order which increase the contract price by €0.3 billion, or $0.3 billion based on the euro/U.S. dollar exchange rate as of December 31, 2022 and revised the delivery date of two ships. We have obtained or expect to obtain fixed rate export-credit backed financing for the ships on order which is expected to fund approximately 80% of each contract price, subject to certain conditions. We do not anticipate any contractual breaches or cancellation to occur. However, if any such events were to occur, it could result in, among other things, the forfeiture of prior deposits or payments made by us and potential claims and impairment losses which may materially impact our business, financial condition and results of operations. As of December 31, 2022, minimum annual payments for non-cancelable ship construction contracts with initial or remaining terms in excess of one year were as follows (in thousands): Year Amount 2023 $ 2,198,897 2024 275,232 2025 1,617,782 2026 1,827,114 2027 842,581 Thereafter — Total minimum annual payments $ 6,761,606 After giving effect to the amendments for our ships on order subsequent to December 31, 2022, minimum annual payments for non-cancelable ship construction contracts with initial or remaining terms in excess of one year were as follows (in thousands): Year Amount 2023 $ 2,204,378 2024 213,353 2025 1,573,183 2026 1,071,080 2027 1,021,461 Thereafter 952,200 Total minimum annual payments $ 7,035,655 Port Facility Commitments As of December 31, 2022, future commitments to pay for usage of certain port facilities were as follows (in thousands): Year Amount 2023 $ 85,805 2024 54,539 2025 34,337 2026 30,258 2027 28,146 Thereafter 546,523 Total port facility future commitments $ 779,608 Other Commitments The FMC requires evidence of financial responsibility for those offering transportation on passenger ships operating out of U.S. ports to indemnify passengers in the event of non-performance of the transportation. Accordingly, each of our three brands is required to maintain a $32.0 million third-party performance guarantee in respect of liabilities for non-performance of transportation and other obligations to passengers. The guarantee requirements are subject to additional consumer price index-based adjustments. In addition, our brands have a legal requirement to maintain security guarantees based on cruise business originated from the U.K., and we are required to establish financial responsibility by certain jurisdictions to meet liability in the event of non-performance of our obligations to passengers from those jurisdictions. As of December 31, 2022, we have in place approximately £68.6 million of security guarantees for our brands as well as a consumer protection policy covering up to £82.4 million. The Company has provided approximately $29.7 million in cash to secure all the financial security guarantees required. From time to time, various other regulatory and legislative changes have been or may in the future be proposed that may have an effect on our operations in the U.S. and the cruise industry in general. Litigation Investigations In March 2020, the Florida Attorney General announced an investigation related to the Company’s marketing during the COVID-19 pandemic. Following the announcement of the investigation by the Florida Attorney General, we received notifications from other attorneys general and governmental agencies that they are conducting similar investigations. The Company is cooperating with these ongoing investigations, the outcomes of which cannot be predicted at this time. Helms-Burton Act On August 27, 2019, two lawsuits were filed against Norwegian Cruise Line Holdings Ltd. in the United States District Court for the Southern District of Florida under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, also known as the Helms-Burton Act. The complaint filed by Javier Garcia-Bengochea (the “Garcia-Bengochea Matter”) alleges that he holds an interest in the Port of Santiago, Cuba, and the complaint filed by Havana Docks Corporation (the “Havana Docks Matter”) alleges it holds an interest in the Havana Cruise Port Terminal, both of which were expropriated by the Cuban Government. The complaints further allege that the Company “trafficked” in those properties by embarking and disembarking passengers at these facilities, as well as profiting from the Cuban Government’s possession of the property. The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs. On September 1, 2020, the district court in the Garcia-Bengochea Matter entered an order staying all case deadlines and administratively closed the case pending the outcome of an appeal in a related case brought by the same plaintiff, in which the district court granted another cruise line defendant judgment on the pleadings. As to the appeal in the related case, in November 2022, the Eleventh Circuit issued an opinion affirming the dismissal and, on February 8, 2023, issued its mandate to the district court. The Company intends to take further action in the district court to dispose of its case due to the case being identically positioned to the related case which was dismissed. As a next step in that process, the parties plan to jointly seek further stay of the district court case pending the earlier of any of the following events: (1) the period within which plaintiff has to petition the United States Supreme Court for writ of certiorari (including any extensions) expires, (2) the United States Supreme Court denies any such petition for writ of certiorari, or (3) the case is resolved by action in United States Supreme Court. In the Havana Docks Matter, after various motions challenging the sufficiency of plaintiff’s complaint were resolved and voluminous discovery was completed, both sides filed motions for summary judgment. On March 21, 2022, the court issued an order granting plaintiff’s motion for summary judgment on the issue of liability and denying the Company’s cross-motion for summary judgment. The court scheduled a trial on determination of damages only for November 2022. The plaintiff elected to seek what the court ruled to be its baseline statutory damage amount, which was the amount of the certified claim plus interest, trebled and with attorneys’ fees. Given this, there was no fact issue to be tried, and the matter was removed from the trial calendar. On December 30, 2022, the court entered a final judgment of approximately $112.9 million and, on January 23, 2023, the Company filed a notice of appeal from that judgment. For the Havana Docks Matter, we believe that the likelihood of loss is reasonably possible but not probable at this time; therefore, no liability has been recorded. For the Garcia Bengochea Matter, we are unable to reasonably estimate any potential loss or range of losses. The ability to make such estimates and judgments can be affected by various factors including, among other things: lack of legal precedent, stage of the proceedings, legal uncertainties inherent within the litigation process, availment of appellate remedies, and involvement of numerous parties. We continue to believe we have meritorious defenses to these matters. However, if the plaintiffs prevail in the final outcome of these matters, there may be a material adverse impact on the Company’s financial condition, results of operations and/or cash flows. Other We are a party to a claim against a vendor which has resulted in a verdict of approximately $159 million in favor of the Company in October 2022. At this time, there can be no assurance that the Company will ultimately prevail in the final outcome of this claim as the vendor filed a notice of appeal in February 2023 and no receivable has been recognized. In the normal course of our business, various other claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. Nonetheless, the ultimate outcome of these claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential losses beyond those accrued, as discovery is not complete nor is adequate information available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery. Other Contingencies The Company also has agreements with its credit card processors that govern approximately $2.4 billion in advance ticket sales as of December 31, 2022 that have been received by the Company relating to future voyages. These agreements allow the credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral. Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor. Any cash reserve or collateral requested could be increased or decreased. As of December 31, 2022, we had cash reserves of approximately $622.0 million with credit card processors of which approximately $118.4 million is recognized in accounts receivable, net and approximately $503.6 million in other long-term assets. As of December 31, 2022, a portion of the cash reserves is classified as long-term due to a change in terms to a static reserve, as currently required by a credit card processor, subject to periodic review. We may be required to pledge additional collateral and/or post additional cash reserves or take other actions that may reduce our liquidity. |
Other Income (Expense), Net
Other Income (Expense), Net | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | 14. Other Income (Expense), Net Other income (expense), net was income of $480.9 million, income of $344.6 million, and expense of $984.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. In 2022 and 2021, the income was primarily due to gains from conversion options |
Concentration Risk
Concentration Risk | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | 15. Concentration Risk We contract with a single vendor to provide many of our hotel and restaurant services including both food and labor costs. We incurred expenses of $162.2 million, $48.6 million and $59.0 million for the years ended December 31, 2022, 2021 and 2020, respectively, which are recorded in payroll and related in our consolidated statements of operations. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 16. Supplemental Cash Flow Information For the year ended December 31, 2022, we had non-cash investing activities related to property and equipment of $51.7 million. For the year ended December 31, 2022, we paid income taxes of $2.2 million and interest and related fees, net of capitalized interest, of $750.6 million including the early redemption premiums. For the year ended December 31, 2021, we had non-cash investing activities related to property and equipment of $109.3 million. For the year ended December 31, 2021, we paid income taxes of $2.7 million and interest and related fees, net of capitalized interest, of $2.1 billion including the early redemption premiums. For the year ended December 31, 2020, we had non-cash investing activities in connection with property and equipment of $17.7 million. Additionally, we received seller financing related to the acquisition of property and equipment resulting in both non-cash investing and financing activities of $11.9 million. For the year ended December 31, 2020, we paid income taxes of $2.9 million and interest and related fees, net of capitalized interest, of $447.9 million. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | NCL Corporation Ltd. Schedule II Valuation and Qualifying Accounts (in thousands) Additions Charged to Charged to Balance costs and other Balance Description 12/31/19 expenses accounts (a) Deductions (b) 12/31/20 Valuation allowance on deferred tax assets $ 5,847 $ — $ 38,150 $ (1,121) $ 42,876 Charged to Charged to Balance costs and other Balance Description 12/31/20 expenses accounts (a) Deductions (b) 12/31/21 Valuation allowance on deferred tax assets $ 42,876 $ — $ 40,333 $ (190) $ 83,019 Charged to Charged to Balance costs and other Balance Description 12/31/21 expenses accounts (a) Deductions (b) 12/31/22 Valuation allowance on deferred tax assets $ 83,019 $ — $ 29,549 $ (335) $ 112,233 (a) Amount relates to a valuation allowance on net U.S. deferred tax assets. (b) Amount relates to (i) utilization of deferred tax assets, (ii) revaluation of deferred tax assets from their functional currency to U.S. dollars and (iii) reversal of valuation allowances. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Liquidity and Management's Plan, Basis of Presentation | Liquidity and Management’s Plan Due to the impact of COVID-19, travel restrictions and limited access to ports around the world, in March 2020, the Company implemented a voluntary suspension of all cruise voyages across our three brands. In the third quarter of 2021, we began a phased relaunch of certain cruise voyages with our ships initially operating at reduced occupancy levels. In early May 2022, the Company completed the phased relaunch of its entire fleet with all ships now in operation with guests on board. Significant events affecting travel typically have an impact on demand for cruise vacations, with the full extent of the impact determined by the length of time the event influences travel decisions. The level of occupancy on our ships will depend on a number of factors including, but not limited to, further resurgences of COVID-19 or the emergence of other public health crises and any related governmental regulations and new health and safety protocols, port availability, travel restrictions, bans and advisories, and our ability to staff our ships. In addition, as a result of conditions associated with the COVID-19 pandemic and other global events, such as Russia’s ongoing invasion of Ukraine and actions taken by the United States and other governments in response to the invasion, the global economy, including the financial and credit markets, has experienced significant volatility and disruptions, including increases in inflation rates, fuel prices, and interest rates. These conditions have resulted, and may continue to result, in increased expenses and may also impact travel or consumer discretionary spending. We believe the ongoing effects of the foregoing factors and events on our operations and global bookings have had, and will continue to have, a significant impact on our financial results and liquidity. The estimation of our future cash flow projections includes numerous assumptions that are subject to various risks and uncertainties. Our principal assumptions for future cash flow projections include: ● Expected gradual return to historical occupancy levels; ● Expected increase in revenue per passenger cruise day through a combination of both passenger ticket and onboard revenue as compared to 2019; ● Forecasted cash collections in accordance with the terms of our credit card processing agreements (see Note 13 - “Commitments and Contingencies”); and ● Expected sustained higher fuel prices and the impact of inflation. Our projected liquidity requirements also reflect our principal assumptions surrounding ongoing operating costs, as well as liquidity requirements for financing costs and necessary capital expenditures. We cannot make assurances that our assumptions used to estimate our liquidity requirements will not change materially due to the dynamic nature of the current economic landscape. Accordingly, the full effect of the COVID-19 pandemic and other global events impacting macroeconomic conditions and travel and consumer discretionary spending, including Russia’s ongoing invasion of Ukraine, on our financial performance and financial condition cannot be quantified at this time. We have made reasonable estimates and judgments of the impact of these events within our financial statements; however, there may be material changes to those estimates in future periods. We have taken actions to improve our liquidity, including completing various capital market and financing transactions and making capital expenditure and operating expense reductions, and we expect to continue to pursue further opportunities to improve our liquidity. Based on these actions and assumptions as discussed above, and considering our cash and cash equivalents of $0.9 billion and the impact of our $1 billion undrawn commitment less related fees as of December 31, 2022 and the impact of our various capital market and financing transactions in 2023 (see Note 8 – “Long-Term Debt”), we have concluded that we have sufficient liquidity to satisfy our obligations for at least the next twelve months. Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and contain all normal recurring adjustments necessary for a fair presentation of the results for the periods presented. Estimates are required for the preparation of consolidated financial statements in accordance with generally accepted accounting principles and actual results could differ from these estimates. All significant intercompany accounts and transactions are eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are stated at cost and include cash and investments with original maturities of three months or less at acquisition. |
Short-term Investments | Short-term Investments Short-term investments include time deposits with original maturities of greater than three months and up to 12 months, which are stated at cost and present insignificant risk of changes in value. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are shown net of an allowance for credit losses of $14.0 million and $28.7 million as of December 31, 2022 and 2021, respectively. Accounts receivable, net includes $118.4 million and $1.1 billion due from credit card processors within 12 months as of December 31, 2022 and 2021, respectively. |
Inventories | Inventories Inventories mainly consist of provisions, supplies and fuel and are carried at the lower of cost or net realizable value using the first-in, first-out method of accounting. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Expenses related to advertising costs totaled $577.8 million, $300.3 million and $216.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost. We determine the weighted average useful lives of our ships based primarily on our estimates of the costs and useful lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and hull, and their related proportional weighting to the ship as a whole. In the third quarter of 2022, the Company took delivery of Norwegian’s first Prima Class Ship. Based on the design, structure and technological advancements made to this new class of ship and the analysis of its major components, which is generally performed upon the introduction of a new class of ship, we have assigned the Prima Class Ships a weighted-average useful life of 35 years. A residual value of 10% was established based on our long-term estimates of the expected remaining future benefit at the end of the ships’ weighted average useful lives. Ship improvement costs that we believe add value to our ships are capitalized to the ship and depreciated over the shorter of the improvements’ estimated useful lives or the remaining useful life of the ship while costs of repairs and maintenance, including Dry-dock costs, are charged to expense as incurred. During ship construction, certain interest is capitalized as a cost of the ship. Gains or losses on the sale of property and equipment are recorded as a component of operating income (expense) in our consolidated statements of operations. The useful lives of components of new ships and ship improvements are estimated based on the economic lives of the new components. In addition, to determine the useful lives of the major components of new ships and ship improvements, we consider the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs and anticipated changes in technological conditions. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, after a 10-15% reduction for the estimated residual values of ships as follows: Useful Life Ships 30‑35 years Computer hardware and software 3‑10 years Other property and equipment 3‑40 years Leasehold improvements Shorter of lease term or asset life Ship improvements Shorter of asset life or life of the ship Long-lived assets are reviewed for impairment, based on estimated future undiscounted cash flows, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. For ship impairment analyses, the lowest level for which identifiable cash flows are largely independent of other assets and liabilities is each individual ship. We consider historical performance and future estimated results in our evaluation of potential impairment and then compare the carrying amount of the asset to the estimated future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, we measure the amount of the impairment by comparing the carrying amount of the asset to its estimated fair value. We estimate fair value based on the best information available utilizing estimates, judgments and projections as necessary. Our estimate of fair value is generally measured by discounting expected future cash flows at discount rates commensurate with the associated risk. |
Goodwill and Trade Names | Goodwill and Trade Names Goodwill represents the excess of cost over the estimated fair value of net assets acquired. Goodwill and other indefinite-lived assets, principally trade names, are reviewed for impairment on December 31 or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets may not be fully recoverable. We use the qualitative assessment which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the estimated fair value of a reporting unit is less than its carrying value. For trade names we also provide a qualitative assessment to determine if there is any indication of impairment. In order to make this evaluation, we consider the following circumstances as well as others: ● Changes in general macroeconomic conditions, such as a deterioration in general economic conditions; limitations on accessing capital; fluctuations in foreign exchange rates; or other developments in equity and credit markets; ● Changes in industry and market conditions such as a deterioration in the environment in which an entity operates; an increased competitive environment; a decline in market-dependent multiples or metrics (in both absolute terms and relative to peers); a change in the market for an entity’s products or services; or a regulatory or political development; ● Changes in cost factors that have a negative effect on earnings and cash flows; ● Decline in overall financial performance (for both actual and expected performance); ● Entity and reporting unit specific events such as changes in management, key personnel, strategy, or customers; litigation; or a change in the composition or carrying amount of net assets; and ● Decline in share price (in both absolute terms and relative to peers). If the result of the qualitative assessment indicated it is more likely than not that the estimated fair value of the asset is less than its carrying value, we would conduct a quantitative assessment comparing the fair value to its carrying value. We have concluded that our business has three reporting units. Each brand, Oceania Cruises, Regent Seven Seas and Norwegian, constitutes a business for which discrete financial information is available and management regularly reviews the operating results and, therefore, each brand is considered an operating segment. For our annual impairment evaluation, we performed a qualitative assessment for the Regent Seven Seas reporting unit and of each brand’s trade names. As part of our analysis, we performed an assessment of current factors compared to key assumptions impacting the quantitative tests performed in 2020. As of December 31, 2022, our annual review supports the carrying value of these assets. |
Revenue and Expense Recognition | Revenue and Expense Recognition Deposits on advance ticket sales are deferred when received and are subsequently recognized as revenue ratably during the voyage sailing days as services are rendered over time on the ship. Cancellation fees are recognized in passenger ticket revenue in the month of the cancellation. Goods and services associated with onboard revenue are generally provided at a point in time and revenue is recognized when the performance obligation is satisfied. A receivable is recognized for onboard goods and services rendered when the voyage is not completed before the end of the period. All associated direct costs of a voyage are recognized as incurred in cruise operating expenses. |
Disaggregation of Revenue | Disaggregation of Revenue Revenue and cash flows are affected by economic factors in various geographical regions. Revenues by destination consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 North America $ 3,076,788 $ 424,377 $ 960,258 Europe 1,557,308 211,767 27,602 Asia-Pacific 115,438 6,186 152,976 Other 94,226 5,656 139,072 Total revenue $ 4,843,760 $ 647,986 $ 1,279,908 |
Segment Reporting | Segment Reporting We have concluded that our business has a single reportable segment. Each brand, Norwegian, Oceania Cruises and Regent, constitutes a business for which discrete financial information is available and management regularly reviews the brand level operating results, and therefore, each brand is considered an operating segment. Our operating segments have similar economic and qualitative characteristics, including similar long-term margins and similar products and services; therefore, we aggregate all of the operating segments into one reportable segment. Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations through the U.S. Revenue attributable to U.S.-sourced guests was 85%, 87% and 83% for the years ended December 31, 2022, 2021 and 2020, respectively. No other individual country’s revenues exceeded 10% in any of our last three years. Substantially all of our long-lived assets are located outside of the U.S. and consist primarily of our ships. We had 20 ships with Bahamas registry with a carrying value of $10.6 billion as of December 31, 2022 and 19 ships with Bahamas registry with a carrying value of $9.7 billion as of December 31, 2021. We had eight ships with Marshall Islands registry with a carrying value of $2.3 billion as of December 31, 2022 and 2021. We also had one ship with U.S. registry with a carrying value of $0.3 billion as of December 31, 2022 and 2021. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For line of credit arrangements and for those debt facilities not fully drawn we defer and present debt issuance costs as an asset. These deferred issuance costs are amortized over the life of the loan. The amortization of deferred financing fees is included in depreciation and amortization expense in the consolidated statements of cash flows; however, for purposes of the consolidated statements of operations it is included in interest expense, net. |
Foreign Currency | Foreign Currency The majority of our transactions are settled in U.S. dollars. We remeasure assets and liabilities denominated in foreign currencies at exchange rates in effect at the balance sheet date. The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net. We recognized a gain of $55.8 million, a gain of $20.9 million and a loss of $15.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies. Remeasurements of foreign currency related to operating activities are recognized within changes in operating assets and liabilities in the consolidated statement of cash flows. |
Derivative Instruments and Hedging Activity | Derivative Instruments and Hedging Activity We enter into derivative contracts to reduce our exposure to fluctuations in foreign currency exchange rates, interest rates and fuel prices. The criteria used to determine whether a transaction qualifies for hedge accounting treatment includes qualitative assessments or regression analysis and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the derivative and the hedged forecasted transaction. As the derivative is marked to fair value, we elected an accounting policy to net the fair value of our derivatives when a master netting arrangement exists with our counterparties. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability may be designated as a cash flow hedge. Changes in fair value of derivative instruments that are designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. To the extent that an instrument is not effective as a hedge or is no longer probable of occurring, gains and losses are recognized in other income (expense), net in our consolidated statements of operations. Realized gains and losses related to our effective hedges are recognized in the same line item as the underlying hedged transactions. For presentation in our consolidated statements of cash flows, we have elected to classify the cash flows from our cash flow hedges in the same category as the cash flows from the items being hedged. |
Concentrations of Credit Risk | Concentrations of Credit Risk We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivative instruments, our undrawn commitment and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions and insurance companies that we have well-established relationships with and that have credit risks acceptable to us or the credit risk is spread out among a large number of creditors. We do not anticipate non-performance by any of our significant counterparties. |
Insurance | Insurance We use a combination of insurance and self-insurance for a number of risks including claims related to crew and guests, hull and machinery, war risk, workers’ compensation, property damage, employee healthcare and general liability. Liabilities associated with certain of these risks, including crew and passenger claims, are estimated actuarially based upon known facts, historical trends and a reasonable estimate of future expenses. While we believe these accruals are adequate, the ultimate losses incurred may differ from those recorded. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are calculated in accordance with the liability method. Deferred taxes are recorded using the currently enacted tax rates that apply in the periods that the differences are expected to reverse. Deferred taxes are not discounted. We provide a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be realized. With respect to acquired deferred tax assets, changes within the measurement period that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a reduction or increase to income tax expense in our consolidated statements of operations. |
Share-Based Compensation | Share-Based Compensation We recognize expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on a service period and not contingent upon any future performance. We refer you to Note 11 – “Employee Benefits and Share-Based Compensation.” |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated residual values of ships | Useful Life Ships 30‑35 years Computer hardware and software 3‑10 years Other property and equipment 3‑40 years Leasehold improvements Shorter of lease term or asset life Ship improvements Shorter of asset life or life of the ship |
Schedule of revenues by destination | Year Ended December 31, 2022 2021 2020 North America $ 3,076,788 $ 424,377 $ 960,258 Europe 1,557,308 211,767 27,602 Asia-Pacific 115,438 6,186 152,976 Other 94,226 5,656 139,072 Total revenue $ 4,843,760 $ 647,986 $ 1,279,908 |
Goodwill and Trade Names (Table
Goodwill and Trade Names (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill for each reporting unit | The changes in the carrying amount of goodwill are as follows (in thousands): Total Goodwill Accumulated impairment loss $ (1,290,797) Balance, December 31, 2021 98,134 Impairment loss — Balance, December 31, 2022 $ 98,134 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of components of lease expense and revenue | The components of lease expense were as follows (in thousands): Year Ended Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating lease expense $ 47,558 $ 17,534 $ 19,406 Variable lease expense 29,886 12,414 9,705 Short-term lease expense 38,476 6,421 11,076 |
Schedule of lease balances | Lease balances were as follows (in thousands): Balance Sheet location December 31, 2022 December 31, 2021 Operating leases Right-of-use assets Other long-term assets $ 707,086 $ 794,187 Current operating lease liabilities Accrued expenses and other liabilities 39,689 34,407 Non-current operating lease liabilities Other long-term liabilities 588,064 670,688 |
Supplemental information related to leases | Supplemental cash flow and non-cash information related to leases was as follows (in thousands): Year Ended Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 47,828 $ 31,385 $ 70,555 Right-of-use assets obtained in exchange for lease obligations: Operating leases (76,173) 506,761 823 |
Schedule of weighted average remaining lease terms and discount rates for leases | Year Ended Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Weighted average remaining lease term (years) - operating leases 22.90 24.28 7.36 Weighted average discount rate - operating leases 7.33 % 5.41 % 3.96 % |
Schedule of maturities of operating lease liabilities | As of December 31, 2022, maturities of lease liabilities were as follows (in thousands): Operating leases 2023 $ 80,239 2024 69,638 2025 66,855 2026 67,059 2027 66,359 Thereafter 1,013,732 Total 1,363,882 Less: Present value discount (736,129) Present value of lease liabilities $ 627,753 |
Maturities of sales-type lease receivable | The maturities of the lease receivable as of December 31, 2022 were as follows (in thousands): Sales-type lease 2023 $ 3,720 2024 2,481 2025 2,481 2026 2,481 2027 2,481 Thereafter 29,856 Total $ 43,500 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Statement Of Income And Comprehensive Income [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Year Ended December 31, 2022 Change Accumulated Change Related to Other Related to Shipboard Comprehensive Cash Flow Retirement Income (Loss) Hedges Plan Accumulated other comprehensive income (loss) at beginning of period $ (286,799) $ (280,343) $ (6,456) Current period other comprehensive income (loss) before reclassifications (95,506) (104,017) 8,511 Amounts reclassified into earnings (96,487) (96,865) (1) 378 (2) Accumulated other comprehensive income (loss) at end of period $ (478,792) $ (481,225) (3) $ 2,433 Year Ended December 31, 2021 Change Accumulated Change Related to Other Related to Shipboard Comprehensive Cash Flow Retirement Income (Loss) Hedges Plan Accumulated other comprehensive income (loss) at beginning of period $ (241,830) $ (234,981) $ (6,849) Current period other comprehensive loss before reclassifications (110,379) (110,379) — Amounts reclassified into earnings 65,410 65,017 (1) 393 (2) Accumulated other comprehensive income (loss) at end of period $ (286,799) $ (280,343) $ (6,456) Year Ended December 31, 2020 Change Accumulated Change Related to Other Related to Shipboard Comprehensive Cash Flow Retirement Income (Loss) Hedges Plan Accumulated other comprehensive income (loss) at beginning of period $ (297,203) $ (290,009) $ (7,194) Current period other comprehensive loss before reclassifications (51,704) (51,642) (62) Amounts reclassified into earnings 107,077 106,670 (1) 407 (2) Accumulated other comprehensive income (loss) at end of period $ (241,830) $ (234,981) $ (6,849) (1) We refer you to Note 10 – “Fair Value Measurements and Derivatives” in these notes to consolidated financial statements for the affected line items in the consolidated statements of operations. (2) Amortization of prior-service cost and actuarial loss reclassified to other income (expense), net. (3) Includes $28.7 million of gain expected to be reclassified into earnings in the next 12 months. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, 2022 2021 Ships $ 15,751,860 $ 14,488,539 Ship improvements 2,718,818 2,444,910 Ships under construction 871,813 833,973 Land and land improvements 58,370 58,370 Other 880,056 767,819 20,280,917 18,593,611 Less: accumulated depreciation (5,764,551) (5,064,805) Property and equipment, net $ 14,516,366 $ 13,528,806 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Interest Rate Balance December 31, Maturities December 31, 2022 2021 Through 2022 2021 (in thousands) $875.0 million senior secured Revolving Loan Facility 6.45 % 2.10 % 2025 $ 875,000 $ 875,000 Term Loan A Facility 6.80 % 2.07 % 2025 1,447,851 1,508,025 $862.5 million 6.000% exchangeable notes (1) 6.00 % 6.00 % 2024 144,563 203,223 $450.0 million 5.375% exchangeable notes (2) 5.38 % 5.38 % 2025 410,719 519,937 $1,150.0 million 1.125% exchangeable notes (3) 1.13 % 1.13 % 2027 999,802 1,078,357 $473.2 million 2.50% exchangeable notes (4) 2.50 % — 2027 407,900 — $1,000.0 million 5.875% senior secured notes 5.88 % — 2027 987,522 — $600.0 million 7.75% senior unsecured notes 7.75 % — 2029 592,266 — $675.0 million 12.25% senior secured notes (5) — 12.25 % 2024 — 427,164 $750.0 million 10.25% senior secured notes — 10.25 % 2026 — 481,834 $525.0 million 6.125% senior unsecured notes 6.13 % 6.13 % 2028 519,314 518,229 $1,425.0 million 5.875% senior unsecured notes 5.88 % 5.88 % 2026 1,413,053 1,409,336 $565.0 million 3.625% senior unsecured notes 3.63 % 3.63 % 2024 562,517 561,248 €529.8 million Breakaway one loan (6) 5.53 % 1.12 % 2026 224,808 308,585 €529.8 million Breakaway two loan (6) 4.25 % 3.47 % 2027 302,280 344,436 €590.5 million Breakaway three loan (6) 3.75 % 2.65 % 2027 393,341 483,109 €729.9 million Breakaway four loan (6) 3.62 % 2.71 % 2029 537,542 636,868 €710.8 million Seahawk 1 term loan (6) 4.25 % 3.44 % 2030 600,504 699,131 €748.7 million Seahawk 2 term loan (6) 4.24 % 3.50 % 2031 757,265 863,891 Leonardo newbuild one loan 2.68 % 2.68 % 2034 1,043,850 256,179 Leonardo newbuild two loan 2.77 % 2.77 % 2035 259,315 193,455 Leonardo newbuild three loan 1.22 % 1.22 % 2036 40,765 43,298 Leonardo newbuild four loan 1.31 % 1.31 % 2037 40,765 43,298 Splendor newbuild loan 3.36 % 2.88 % 2032 383,085 405,937 Explorer newbuild loan 4.44 % 3.40 % 2028 210,634 254,548 Marina newbuild loan 4.41 % 1.07 % 2027 101,194 134,737 Riviera newbuild loan 5.78 % 1.01 % 2026 135,290 202,888 Term loan - newbuild related — 4.50 % 2022 — 68,220 Finance lease and license obligations Various Various 2028 15,539 21,454 Total debt 13,406,684 12,542,387 Less: current portion of long-term debt (991,128) (876,890) Total long-term debt $ 12,415,556 $ 11,665,497 (1) Includes a conversion option liability of $26.7 million and related debt discount of $26.3 million as of December 31, 2022. Includes a conversion option liability of $101.4 million and related debt discount of $41.0 million as of December 31, 2021. (2) Includes a conversion option liability of $60.4 million and related debt discount of $92.6 million as of December 31, 2022. Includes a conversion option liability of $198.5 million and related debt discount of $119.5 million as of December 31, 2021. (3) Includes a conversion option liability of $64.9 million and related debt discount of $191.0 million as of December 31, 2022. Includes a conversion option liability of $ 187.7 million and related debt discount of $ 230.4 million as of December 31, 2021. (4) Includes a conversion option liability of $24.2 million and related debt discount of $79.1 million as of December 31, 2022. (5) Includes an original issue discount of $2.9 million as of December 31, 2021. (6) Currently U.S. dollar-denominated. |
Schedule of exchangeable notes | The following is a summary of NCLC’s exchangeable notes as of December 31, 2022 (in thousands): Unamortized Debt Discount, Principal including Deferred Net Carrying Fair Value Amount Financing Fees Amount Amount Leveling 2024 Exchangeable Notes $ 146,601 $ (28,705) $ 117,896 $ 161,840 Level 2 2025 Exchangeable Notes 450,000 (99,684) 350,316 433,580 Level 2 2027 1.125% Exchangeable Notes 1,150,000 (215,070) 934,930 763,830 Level 2 2027 2.5% Exchangeable Notes 473,175 (89,506) 383,669 331,743 Level 2 The following is a summary of NCLC’s exchangeable notes as of December 31, 2021 (in thousands): Unamortized Debt Discount, Principal including Deferred Net Carrying Fair Value Amount Financing Fees Amount Amount Leveling 2024 Exchangeable Notes $ 146,601 $ (44,772) $ 101,829 $ 249,358 Level 2 2025 Exchangeable Notes 450,000 (128,603) 321,397 642,591 Level 2 2027 1.125% Exchangeable Notes 1,150,000 (259,380) 890,620 1,088,510 Level 2 |
Schedule of interest expense of exchangeable notes | The following provides a summary of the interest expense recognized related to the exchangeable notes (in thousands): Year Ended Year Ended December 31, 2022 December 31, 2021 Coupon interest 55,759 77,591 Amortization of debt discount, including deferred financing fees 104,873 98,054 Total $ 160,632 $ 175,645 |
Schedule of principal repayments on long-term debt including finance lease obligations | The following are scheduled principal repayments on our long-term debt including exchangeable notes which can be settled in shares and finance lease obligations as of December 31, 2022 for each of the next five years (in thousands): Year Amount 2023 $ 991,128 2024 2,513,382 2025 2,436,004 2026 2,049,850 2027 3,102,553 Thereafter 2,762,506 Total $ 13,855,423 |
Fair Value Measurements and D_2
Fair Value Measurements and Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of derivatives measured at fair value and disclosed by balance sheet location | Assets Liabilities December 31, December 31, December 31, December 31, Balance Sheet Location 2022 2021 2022 2021 Derivative Contracts Designated as Hedging Instruments Fuel contracts Prepaid expenses and other assets $ 53,224 $ 29,349 $ 7,137 $ — Other long-term assets 3,869 19,554 655 — Foreign currency contracts Prepaid expenses and other assets 3,617 4,898 — — Accrued expenses and other liabilities 4,386 — 177,746 98,592 Other long-term liabilities — — — 73,496 Interest rate contracts Accrued expenses and other liabilities — — — 469 Total derivatives designated as hedging instruments $ 65,096 $ 53,801 $ 185,538 $ 172,557 Derivative Contracts Not Designated as Hedging Instruments Fuel contracts Prepaid expenses and other assets $ 84 $ 10,836 $ 348 $ — Other long-term assets — 3,476 191 — Debt conversion options Exchangeable notes — — 176,173 487,671 Total derivatives not designated as hedging instruments $ 84 $ 14,312 $ 176,712 $ 487,671 Total derivatives $ 65,180 $ 68,113 $ 362,250 $ 660,228 |
Schedule of gross and net amounts recognized within assets and liabilities | Gross Gross Gross Amounts Total Net Amounts December 31, 2022 Amounts Offset Amounts Not Offset Net Amounts Assets $ 60,794 $ (8,331) $ 52,463 $ (3,617) $ 48,846 Liabilities 353,919 (4,386) 349,533 (322,554) 26,979 Gross Gross Gross Amounts Total Net Amounts December 31, 2021 Amounts Offset Amounts Not Offset Net Amounts Assets $ 68,113 $ — $ 68,113 $ (68,113) $ — Liabilities 660,228 — 660,228 (660,228) — |
Schedule of cash flow hedges included in accumulated other comprehensive income | Location of Gain (Loss) Reclassified from Accumulated Amount of Gain (Loss) Reclassified Amount of Gain (Loss) Other Comprehensive from Accumulated Other Recognized in Other Income (Loss) into Comprehensive Derivatives Comprehensive Income Income Income (Loss) into Income Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Fuel contracts $ 106,994 $ 74,434 $ (157,669) Fuel $ 104,250 $ (41,080) $ (45,488) Fuel contracts — — — Other income (expense), net (293) (12,002) (49,653) Foreign currency contracts (211,011) (185,067) 116,496 Depreciation and amortization (7,052) (5,067) (4,929) Interest rate contracts — 254 (10,469) Interest expense, net (40) (6,868) (6,600) Total gain (loss) recognized in other comprehensive income $ (104,017) $ (110,379) $ (51,642) $ 96,865 $ (65,017) $ (106,670) |
Schedule of effects of derivatives designated as cash flow hedges | Year Ended December 31, 2022 Depreciation and Interest Other Income Fuel Amortization Expense, net (Expense), net Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ 686,825 $ 749,326 $ 895,242 $ 480,939 Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income Fuel contracts 104,250 — — — Foreign currency contracts — (7,052) — — Interest rate contracts — — (40) — Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring Fuel contracts — — — (293) Year Ended December 31, 2021 Depreciation and Interest Other Income Fuel Amortization Expense, net (Expense), net Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ 301,852 $ 700,845 $ 1,396,109 $ 344,616 Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income Fuel contracts (41,080) — — — Foreign currency contracts — (5,067) — — Interest rate contracts — — (6,868) — Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring Fuel contracts — — — (12,002) Year Ended December 31, 2020 Depreciation and Interest Other Income Fuel Amortization Expense, net (Expense), net Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ 264,712 $ 717,840 $ 520,063 $ (984,501) Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income Fuel contracts (45,488) — — — Foreign currency contracts — (4,929) — — Interest rate contracts — — (6,600) — Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring Fuel contracts — — — (49,653) Amount of gain recognized in income as a result of failing effectiveness tests Fuel contracts — — — 5,507 |
Schedule of effects of derivatives not designated as cash flow hedges | Amount of Gain (Loss) Recognized in Income Year Ended December 31, Location of Gain (Loss) 2022 2021 2020 Derivatives not designated as hedging instruments Fuel contracts Other income (expense), net $ 33,850 $ 65,507 $ 20,932 Foreign exchange contracts Other income (expense), net (15,055) (77) (76) Debt conversion options Other income (expense), net 404,373 220,663 (938,614) |
Employee Benefits and Share-B_2
Employee Benefits and Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of summary of option activity | Weighted- Number of Share Option Awards Weighted-Average Exercise Price Average Aggregate Time- Performance- Market- Time- Performance- Market- Contractual Intrinsic Based Based Based Based Based Based Term Value Awards Awards Awards Awards Awards Awards (years) (in thousands) Outstanding as of January 1, 2022 4,388,345 114,583 208,333 $ 51.92 $ 59.43 $ 59.43 3.42 $ — Forfeited and cancelled (189,750) — — 51.88 — — Outstanding as of December 31, 2022 4,198,595 114,583 208,333 $ 51.92 $ 59.43 $ 59.43 2.29 $ — Vested and expected to vest as of December 31, 2022 4,198,595 114,583 — $ 51.92 $ 59.43 $ — 2.28 $ — Exercisable as of December 31, 2022 4,198,595 114,583 — $ 51.92 $ 59.43 $ — 2.28 $ — |
Schedule of summary of restricted share unit activity | Number of Weighted- Number of Weighted- Number of Weighted- Time-Based Average Grant Performance- Average Grant Market- Average Grant Awards Date Fair Value Based Awards Date Fair Value Based Awards Date Fair Value Non-vested as of January 1, 2022 7,771,623 $ 27.02 1,841,113 $ 35.68 50,000 $ 59.43 Granted 4,892,594 18.56 1,857,750 (1) 18.48 — — Vested (5,096,353) 25.08 (588,505) 27.24 — — Forfeited or expired (587,157) 23.26 (360,419) 32.34 — — Non-vested as of December 31, 2022 6,980,707 $ 22.83 2,749,939 $ 26.30 50,000 $ 59.43 Non-vested and expected to vest as of December 31, 2022 6,980,707 $ 22.83 1,509,864 $ 28.73 — $ — (1) Number of performance-based RSU awards included assumes maximum achievement of performance targets. |
Schedule of compensation expense recognized for share-based compensation | The compensation expense recognized for share-based compensation for the periods presented include the following (in thousands): Year Ended December 31, Classification of expense 2022 2021 2020 Payroll and related (1) $ 21,043 $ 22,622 $ 21,190 Marketing, general and administrative (2) 92,520 101,455 90,107 Total share-based compensation expense $ 113,563 $ 124,077 $ 111,297 (1) Amounts relate to equity granted to certain of our shipboard officers. (2) Amounts relate to equity granted to certain of our corporate employees. |
Schedule of amounts related to the Shipboard Retirement Plan | As of or for the Year Ended December 31, 2022 2021 2020 Pension expense: Service cost $ 2,797 $ 2,902 $ 2,665 Interest cost 873 717 895 Amortization of prior service cost 378 378 378 Amortization of actuarial loss — 15 29 Total pension expense $ 4,048 $ 4,012 $ 3,967 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 34,688 $ 31,619 $ 28,695 Service cost 2,797 2,902 2,665 Interest cost 873 717 895 Actuarial (gain) loss (8,511) — 62 Direct benefit payments (1,082) (550) (698) Projected benefit obligation at end of year $ 28,765 $ 34,688 $ 31,619 Amounts recognized in the consolidated balance sheets: Projected benefit obligation $ 28,765 $ 34,688 $ 31,619 For the Year Ended December 31, 2022 2021 2020 Amounts recognized in accumulated other comprehensive income (loss): Prior service cost $ (2,647) $ (3,025) $ (3,403) Accumulated actuarial gain (loss) 5,080 (3,431) (3,446) Accumulated other comprehensive income (loss) $ 2,433 $ (6,456) $ (6,849) |
Schedule of pension benefits expected to be paid in each of the next five years and in aggregate for the five years thereafter | Year Amount 2023 $ 1,442 2024 1,490 2025 1,541 2026 1,693 2027 2,017 Next five years 15,040 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of net income before income taxes | Year Ended December 31, 2022 2021 2020 Bermuda $ — $ — $ — Foreign - Other (1,964,798) (3,602,414) (4,986,613) Net loss before income taxes $ (1,964,798) $ (3,602,414) $ (4,986,613) |
Schedule of components of the provision for income taxes | Year Ended December 31, 2022 2021 2020 Current: Bermuda $ — $ — $ — United States 279 (6) (326) Foreign - Other (7,183) (3,264) (5,502) Total current: (6,904) (3,270) (5,828) Deferred: Bermuda — — — United States — — (15,613) Foreign - Other 1,271 (51) (129) Total deferred: 1,271 (51) (15,742) Income tax expense $ (5,633) $ (3,321) $ (21,570) |
Schedule of reconciliation of income tax benefit (expense) | Year Ended December 31, 2022 2021 2020 Tax at Bermuda statutory rate $ — $ — $ — Foreign income taxes at different rates 29,601 32,958 17,051 Tax contingencies (321) (6) (626) Return to provision adjustments 612 1,476 9 Valuation allowance (35,525) (37,749) (38,004) Income tax expense $ (5,633) $ (3,321) $ (21,570) |
Schedule of deferred tax assets and liabilities | As of December 31, 2022 2021 Deferred tax assets: Loss carryforwards $ 136,268 $ 109,489 Other 13,030 9,390 Valuation allowance (112,233) (83,019) Total net deferred assets 37,065 35,860 Deferred tax liabilities: Property and equipment (36,174) (36,206) Total deferred tax liabilities (36,174) (36,206) Net deferred tax asset (liability) $ 891 $ (346) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Port Facility Commitments | |
Schedule of minimum annual payments for contractual obligations | As of December 31, 2022, future commitments to pay for usage of certain port facilities were as follows (in thousands): Year Amount 2023 $ 85,805 2024 54,539 2025 34,337 2026 30,258 2027 28,146 Thereafter 546,523 Total port facility future commitments $ 779,608 |
Ship Construction Contracts | |
Schedule of minimum annual payments for contractual obligations | As of December 31, 2022, minimum annual payments for non-cancelable ship construction contracts with initial or remaining terms in excess of one year were as follows (in thousands): Year Amount 2023 $ 2,198,897 2024 275,232 2025 1,617,782 2026 1,827,114 2027 842,581 Thereafter — Total minimum annual payments $ 6,761,606 After giving effect to the amendments for our ships on order subsequent to December 31, 2022, minimum annual payments for non-cancelable ship construction contracts with initial or remaining terms in excess of one year were as follows (in thousands): Year Amount 2023 $ 2,204,378 2024 213,353 2025 1,573,183 2026 1,071,080 2027 1,021,461 Thereafter 952,200 Total minimum annual payments $ 7,035,655 |
Description of Business (Detail
Description of Business (Details) - item | Jan. 01, 2023 | Dec. 31, 2022 |
Description Of Business And Organization [Line Items] | ||
Number of cruise ships | 29 | |
Capacity of ship, berths | 62,000 | |
Number of additional cabins to convert | 900 | |
Number of cruise ships for which delivery date has been revised | 2 | |
Number of additional ships | 8 | |
Ships launching period through 2028 | ||
Description Of Business And Organization [Line Items] | ||
Number of additional ships | 8 | |
Increased number of berths | 82,000 | |
Ships launching period in 2023 through 2028 | ||
Description Of Business And Organization [Line Items] | ||
Number of additional ships | 5 | |
Ships to be delivered in 2023 | ||
Description Of Business And Organization [Line Items] | ||
Number of additional ships | 1 | |
Ships launching period in 2023 and 2025 | ||
Description Of Business And Organization [Line Items] | ||
Number of additional ships | 2 | |
Ship Construction Contracts | ||
Description Of Business And Organization [Line Items] | ||
Number of cruise ships for which delivery date has been revised | 2 | |
Ship Construction Contracts | Ships to be delivered in 2023 | ||
Description Of Business And Organization [Line Items] | ||
Capacity of ship, berths | 750 | |
Number of additional ships | 1 | |
Ship Construction Contracts | Ships launching period in 2023 and 2025 | ||
Description Of Business And Organization [Line Items] | ||
Capacity of ship, berths | 1,200 | |
Number of additional ships | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Liquidity and Management's Plan (Details) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 item | Dec. 31, 2022 USD ($) item | Jul. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Number of reporting units | item | 3 | 3 | ||
Cash and cash equivalents | $ 941,026,000 | $ 1,500,357,000 | ||
Number of cruise ships | item | 29 | |||
Substantial Doubt about Going Concern, within One Year [true false] | false | |||
Commitment letter | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,000,000,000 | |||
Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Covenant, minimum liquidity | $ 250,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Percentage of residual value | 10% |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Percentage of residual value | 15% |
Ships | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 30 years |
Ships | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 35 years |
Computer hardware and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 3 years |
Computer hardware and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 10 years |
Other property and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 3 years |
Other property and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 40 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | Shorter of lease term or asset life |
Ship Improvements | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | Shorter of asset life or life of the ship |
Prima class ships | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 35 years |
Percentage of residual value | 10% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenues by Destination (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue | $ 4,843,760 | $ 647,986 | $ 1,279,908 |
North America | |||
Revenues, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue | 3,076,788 | 424,377 | 960,258 |
Europe | |||
Revenues, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue | 1,557,308 | 211,767 | 27,602 |
Asia-Pacific | |||
Revenues, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue | 115,438 | 6,186 | 152,976 |
Other Country | |||
Revenues, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenue | $ 94,226 | $ 5,656 | $ 139,072 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Other (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) item segment | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Allowance for credit losses | $ 14,000 | $ 28,700 | |
Expenses related to advertising costs | 577,800 | 300,300 | $ 216,500 |
Paid-in-kind interest | 19,349 | ||
Foreign currency transaction gain (loss) | 55,800 | 20,900 | $ (15,900) |
Accounts receivable, net | 326,272 | 1,167,473 | |
Ship, carrying value | $ 14,516,366 | 13,528,806 | |
Number of cruise ships | item | 29 | ||
Number of reportable segments | segment | 1 | ||
Credit Card Processors | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Accounts receivable, net | $ 118,400 | 1,100,000 | |
BAHAMAS Registry | Ships | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Ship, carrying value | $ 10,600,000 | $ 9,700,000 | |
Number of cruise ships | item | 20 | 19 | |
MARSHALL ISLANDS Registry | Ships | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Ship, carrying value | $ 2,300,000 | $ 2,300,000 | |
Number of cruise ships | item | 8 | 8 | |
United States | Ships | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Ship, carrying value | $ 300,000 | $ 300,000 | |
Number of cruise ships | item | 1 | 1 | |
Revenue | Geographic Concentration Risk | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Concentration risk, benchmark | No other individual country’s revenues exceeded 10% in any of our last three years. | No other individual country’s revenues exceeded 10% in any of our last three years. | No other individual country’s revenues exceeded 10% in any of our last three years. |
Revenue | Geographic Concentration Risk | United States | Passenger ticket | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue attributable to U.S.- sourced passengers | 85% | 87% | 83% |
Revenue and Expense from Cont_2
Revenue and Expense from Contracts with Customers (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2023 item | |
Revenues, Initial Application Period Cumulative Effects Transition [Line Items] | ||||
Number of days prior to departure the cruises booked can be cancelled | 15 days | |||
Receivables from customers included in accounts receivable, net | $ 94.2 | |||
Percentage of refundable amounts included within contract liabilities | 40% | |||
Advanced ticket sales | $ 1,700 | $ 161.8 | ||
Revenue recognized included in contract liability | $ 124.4 | 2.2 | $ 900 | |
Number of additional ships expected to be delivered | item | 8 | |||
Cost to obtain the contract | $ 0.3 | 36.3 | $ 171.5 | |
Costs to obtain customers | 184 | 97.8 | ||
Costs to fulfill contracts with customers | $ 125.9 | $ 17.4 | ||
Period for contract liabilities are recognized in earnings | 180 days | |||
Ships to be delivered in 2023 | ||||
Revenues, Initial Application Period Cumulative Effects Transition [Line Items] | ||||
Number of additional ships expected to be delivered | item | 1 | |||
Ships to be delivered in 2023 | Forecast | ||||
Revenues, Initial Application Period Cumulative Effects Transition [Line Items] | ||||
Number of additional ships expected to be delivered | item | 3 |
Revenue and Expense from Cont_3
Revenue and Expense from Contracts with Customers - Remaining Performance Obligation (Details) | Dec. 31, 2022 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 120 days |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 180 days |
Goodwill and Trade Names - Chan
Goodwill and Trade Names - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Goodwill [Roll Forward] | |
Impairment loss | $ (1,290,797) |
Balance | $ 98,134 |
Goodwill and Trade Names (Detai
Goodwill and Trade Names (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Intangible Assets [Line Items] | |||
Goodwill | $ 98,134 | $ 98,134 | $ 98,134 |
Trade names | 500,525 | 500,525 | |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | ||
Trade Names | |||
Schedule Of Intangible Assets [Line Items] | |||
Trade names | $ 500,500 | $ 500,500 | $ 500,500 |
Trade Names | Oceania Cruises | |||
Schedule Of Intangible Assets [Line Items] | |||
Trade names | 140,000 | ||
Impairment of trade names | 170,000 | ||
Trade Names | Regent Seven Seas Cruises | |||
Schedule Of Intangible Assets [Line Items] | |||
Trade names | 153,000 | ||
Impairment of trade names | 147,000 | ||
Trade Names | Norwegian Cruise Line | |||
Schedule Of Intangible Assets [Line Items] | |||
Trade names | $ 207,500 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease expense | $ 47,558 | $ 17,534 | $ 19,406 |
Variable lease expense | 29,886 | 12,414 | 9,705 |
Short-term lease expense | $ 38,476 | $ 6,421 | $ 11,076 |
Leases - Lease Balances (Detail
Leases - Lease Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases | ||
Right-of-use assets | $ 707,086 | $ 794,187 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets Noncurrent | Other Assets Noncurrent |
Current operating lease liabilities | $ 39,689 | $ 34,407 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities And Other Liabilities Current | Accrued Liabilities And Other Liabilities Current |
Non-current operating lease liabilities | $ 588,064 | $ 670,688 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Noncurrent | Other Liabilities Noncurrent |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Non-Cash Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 47,828 | $ 31,385 | $ 70,555 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Right of use assets obtained in exchange of operating leases | $ (76,173) | $ 506,761 | $ 823 |
Leases - Other Supplemental Inf
Leases - Other Supplemental Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
Weighted average remaining lease term (years) - operating leases | 22 years 10 months 24 days | 24 years 3 months 10 days | 7 years 4 months 9 days |
Weighted average discount rate - operating leases | 7.33% | 5.41% | 3.96% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating leases | |
2023 | $ 80,239 |
2024 | 69,638 |
2025 | 66,855 |
2026 | 67,059 |
2027 | 66,359 |
Thereafter | 1,013,732 |
Total | 1,363,882 |
Less: Present value discount | (736,129) |
Present value of lease liabilities | $ 627,753 |
Leases - Maturities of Lease Re
Leases - Maturities of Lease Receivable (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Sales-Type Lease | |
2023 | $ 3,720 |
2024 | 2,481 |
2025 | 2,481 |
2026 | 2,481 |
2027 | 2,481 |
Thereafter | 29,856 |
Total | $ 43,500 |
Leases (Details)
Leases (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) lease agreement | |
Lessee, Lease, Description [Line Items] | |
Number of sales type leases | lease | 1 |
Lease term (in years) | 20 years |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true |
Renewal term | 5 years |
Number of lease agreements | agreement | 1 |
Undiscounted minimum annual guarantees | $ 141.1 |
Accounts receivable, net and other long-term assets | |
Lessee, Lease, Description [Line Items] | |
Lease receivable | $ 43.5 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss) at beginning of period | $ (286,799) | $ (241,830) | $ (297,203) |
Current period other comprehensive income (loss) before reclassifications | (95,506) | (110,379) | (51,704) |
Amounts reclassified into earnings | (96,487) | 65,410 | 107,077 |
Accumulated other comprehensive income (loss) at end of period | (478,792) | (286,799) | (241,830) |
Change Related to Cash Flow Hedges | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss) at beginning of period | (280,343) | (234,981) | (290,009) |
Current period other comprehensive income (loss) before reclassifications | (104,017) | (110,379) | (51,642) |
Amounts reclassified into earnings | (96,865) | 65,017 | 106,670 |
Accumulated other comprehensive income (loss) at end of period | (481,225) | (280,343) | (234,981) |
Change Related to Shipboard Retirement Plan | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss) at beginning of period | (6,456) | (6,849) | (7,194) |
Current period other comprehensive income (loss) before reclassifications | 8,511 | (62) | |
Amounts reclassified into earnings | 378 | 393 | 407 |
Accumulated other comprehensive income (loss) at end of period | $ 2,433 | $ (6,456) | $ (6,849) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Change Related to Cash Flow Hedges | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Gain expected to be reclassified into earnings in next 12 months | $ 28.7 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 20,280,917 | $ 18,593,611 |
Less: accumulated depreciation | (5,764,551) | (5,064,805) |
Property and equipment, net | 14,516,366 | 13,528,806 |
Ships | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 15,751,860 | 14,488,539 |
Ship improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 2,718,818 | 2,444,910 |
Ships under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 871,813 | 833,973 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 58,370 | 58,370 |
Other property and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 880,056 | $ 767,819 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Repairs and maintenance expenses including Dry-docking expenses | $ 223.5 | $ 199.7 | $ 129.9 |
Interest costs associated with construction of ship | 58.4 | $ 43.6 | $ 25.2 |
Ship improvements | |||
Property, Plant and Equipment [Line Items] | |||
Net increase in PPE due to ship improvement projects and ships under construction | $ 300.7 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Jul. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Debt Instrument Maturity Year | 2028 | ||||
Finance lease and license obligations | $ 15,539 | $ 21,454 | |||
Total debt | 13,406,684 | 12,542,387 | |||
Less: current portion of long-term debt | (991,128) | (876,890) | |||
Total long-term debt | $ 12,415,556 | $ 11,665,497 | |||
$875 Million Senior Secured Revolving Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 6.45% | 2.10% | |||
Debt Instrument Maturity Year | 2025 | ||||
Long-term debt | $ 875,000 | $ 875,000 | |||
Term Loan A Facility | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 6.80% | 2.07% | |||
Debt Instrument Maturity Year | 2025 | ||||
Long-term debt | $ 1,447,851 | $ 1,508,025 | |||
Exchangeable Senior Notes Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 6% | ||||
Long-term debt | $ 117,896 | $ 101,829 | |||
Exchangeable Senior Notes Due 2024 | Debt conversion options | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 6% | 6% | |||
Debt Instrument Maturity Year | 2024 | ||||
Long-term debt | $ 144,563 | $ 203,223 | |||
Exchangeable Senior Notes Due 2025 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 5.375% | ||||
Long-term debt | $ 350,316 | $ 321,397 | |||
Exchangeable Senior Notes Due 2025 | Debt conversion options | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 5.38% | 5.38% | |||
Debt Instrument Maturity Year | 2025 | ||||
Long-term debt | $ 410,719 | $ 519,937 | |||
1.125% Exchangeable Senior Notes Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 1.125% | 1.125% | |||
Long-term debt | $ 934,930 | $ 890,620 | |||
1.125% Exchangeable Senior Notes Due 2027 | Debt conversion options | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 1.13% | 1.13% | |||
Debt Instrument Maturity Year | 2027 | ||||
Long-term debt | $ 999,802 | $ 1,078,357 | |||
2.5% Exchangeable Senior Notes Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 2.50% | 2.50% | |||
Long-term debt | $ 383,669 | ||||
2.5% Exchangeable Senior Notes Due 2027 | Debt conversion options | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 2.50% | ||||
Debt Instrument Maturity Year | 2027 | ||||
Long-term debt | $ 407,900 | ||||
Senior Secured Notes Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 5.875% | 5.875% | |||
Debt Instrument Maturity Year | 2027 | ||||
Long-term debt | $ 987,522 | ||||
Senior Unsecured Notes Due 2029 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 7.75% | 7.75% | |||
Debt Instrument Maturity Year | 2029 | ||||
Long-term debt | $ 592,266 | ||||
$675.0 million 12.25% senior secured notes | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 12.25% | 12.25% | |||
Debt Instrument Maturity Year | 2024 | ||||
Long-term debt | $ 427,164 | ||||
$750.0 million 10.25% senior secured notes | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 10.25% | 10.25% | |||
Debt Instrument Maturity Year | 2026 | ||||
Long-term debt | $ 481,834 | ||||
Senior Unsecured Notes Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 6.125% | 6.13% | |||
Debt Instrument Maturity Year | 2028 | ||||
Long-term debt | $ 519,314 | $ 518,229 | |||
Senior Unsecured Notes Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 5.875% | 5.88% | |||
Debt Instrument Maturity Year | 2026 | ||||
Long-term debt | $ 1,413,053 | $ 1,409,336 | |||
Senior Unsecured Notes Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 3.625% | 3.625% | |||
Debt Instrument Maturity Year | 2024 | ||||
Long-term debt | $ 562,517 | $ 561,248 | |||
529.8 million Breakaway one loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 5.53% | 1.12% | |||
Debt Instrument Maturity Year | 2026 | ||||
Long-term debt | $ 224,808 | $ 308,585 | |||
529.8 million Breakaway two loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 4.25% | 3.47% | |||
Debt Instrument Maturity Year | 2027 | ||||
Long-term debt | $ 302,280 | $ 344,436 | |||
590.5 million Breakaway three loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 3.75% | 2.65% | |||
Debt Instrument Maturity Year | 2027 | ||||
Long-term debt | $ 393,341 | $ 483,109 | |||
729.9 million Breakaway four loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 3.62% | 2.71% | |||
Debt Instrument Maturity Year | 2029 | ||||
Long-term debt | $ 537,542 | $ 636,868 | |||
EUR 710.8 Million Seahawk 1 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 4.25% | 3.44% | |||
Debt Instrument Maturity Year | 2030 | ||||
Long-term debt | $ 600,504 | $ 699,131 | |||
EUR 748.7 Million Seahawk 2 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 4.24% | 3.50% | |||
Debt Instrument Maturity Year | 2031 | ||||
Long-term debt | $ 757,265 | $ 863,891 | |||
Leonardo Newbuild One Loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 2.68% | 2.68% | 2.68% | ||
Debt Instrument Maturity Year | 2034 | ||||
Long-term debt | $ 1,043,850 | $ 256,179 | |||
Leonardo Newbuild Two Loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 2.77% | 2.77% | |||
Debt Instrument Maturity Year | 2035 | ||||
Long-term debt | $ 259,315 | $ 193,455 | |||
Leonardo Newbuild Three Loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 1.22% | 1.22% | |||
Debt Instrument Maturity Year | 2036 | ||||
Long-term debt | $ 40,765 | $ 43,298 | |||
Leonardo Newbuild Four Loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 1.31% | 1.31% | |||
Debt Instrument Maturity Year | 2037 | ||||
Long-term debt | $ 40,765 | $ 43,298 | |||
Splendor Newbuild Loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 3.36% | 2.88% | |||
Debt Instrument Maturity Year | 2032 | ||||
Long-term debt | $ 383,085 | $ 405,937 | |||
Explorer Newbuild Loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 4.44% | 3.40% | |||
Debt Instrument Maturity Year | 2028 | ||||
Long-term debt | $ 210,634 | $ 254,548 | |||
Marina Newbuild Loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 4.41% | 1.07% | |||
Debt Instrument Maturity Year | 2027 | ||||
Long-term debt | $ 101,194 | $ 134,737 | |||
Riviera Newbuild Loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 5.78% | 1.01% | |||
Debt Instrument Maturity Year | 2026 | ||||
Long-term debt | $ 135,290 | $ 202,888 | |||
Term loan - newbuild related | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 4.50% | ||||
Debt Instrument Maturity Year | 2022 | ||||
Long-term debt | $ 68,220 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-Term Debt - Additional Information (Details) € in Millions, $ in Millions | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Jul. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Nov. 30, 2021 USD ($) |
$875 Million Senior Secured Revolving Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 875 | $ 875 | |||||
Interest rate | 6.45% | 6.45% | 2.10% | 2.10% | |||
Exchangeable Senior Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 862.5 | ||||||
Interest rate | 6% | 6% | |||||
Value of equity conversion options | $ 26.7 | $ 101.4 | |||||
Original issue discount | 26.3 | 41 | |||||
Exchangeable Senior Notes Due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 450 | ||||||
Interest rate | 5.375% | 5.375% | |||||
Value of equity conversion options | $ 60.4 | 198.5 | |||||
Original issue discount | 92.6 | 119.5 | |||||
1.125% Exchangeable Senior Notes Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,150 | $ 1,150 | |||||
Interest rate | 1.125% | 1.125% | 1.125% | ||||
Value of equity conversion options | $ 64.9 | 187.7 | |||||
Original issue discount | 191 | $ 230.4 | |||||
2.5% Exchangeable Senior Notes Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 473.2 | $ 473.2 | |||||
Interest rate | 2.50% | 2.50% | 2.50% | ||||
Value of equity conversion options | $ 24.2 | ||||||
Original issue discount | 79.1 | ||||||
Senior Secured Notes Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,000 | $ 1,000 | |||||
Interest rate | 5.875% | 5.875% | 5.875% | ||||
Senior Unsecured Notes Due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 600 | $ 600 | |||||
Interest rate | 7.75% | 7.75% | 7.75% | ||||
$675.0 million 12.25% senior secured notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 675 | ||||||
Interest rate | 12.25% | 12.25% | 12.25% | 12.25% | |||
Original issue discount | $ 2.9 | ||||||
$750.0 million 10.25% senior secured notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 750 | ||||||
Interest rate | 10.25% | 10.25% | 10.25% | 10.25% | |||
Senior Unsecured Notes Due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 525 | ||||||
Interest rate | 6.125% | 6.125% | 6.13% | 6.13% | |||
Senior Unsecured Notes Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,425 | ||||||
Interest rate | 5.875% | 5.875% | 5.88% | 5.88% | |||
Senior Unsecured Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 565 | $ 565 | |||||
Interest rate | 3.625% | 3.625% | 3.625% | 3.625% | |||
529.8 million Breakaway one loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | € | € 529.8 | € 529.8 | |||||
Interest rate | 5.53% | 5.53% | 1.12% | 1.12% | |||
529.8 million Breakaway two loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | € | € 529.8 | € 529.8 | |||||
Interest rate | 4.25% | 4.25% | 3.47% | 3.47% | |||
590.5 million Breakaway three loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | € | € 590.5 | € 590.5 | |||||
Interest rate | 3.75% | 3.75% | 2.65% | 2.65% | |||
729.9 million Breakaway four loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | € | € 729.9 | € 729.9 | |||||
Interest rate | 3.62% | 3.62% | 2.71% | 2.71% | |||
EUR 710.8 Million Seahawk 1 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | € | € 710.8 | € 710.8 | |||||
Interest rate | 4.25% | 4.25% | 3.44% | 3.44% | |||
EUR 748.7 Million Seahawk 2 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | € | € 748.7 | € 748.7 | |||||
Interest rate | 4.24% | 4.24% | 3.50% | 3.50% | |||
Leonardo Newbuild One Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,100 | ||||||
Interest rate | 2.68% | 2.68% | 2.68% | 2.68% | 2.68% | ||
Leonardo Newbuild Two Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 2.77% | 2.77% | 2.77% | 2.77% | |||
Leonardo Newbuild Three Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 1.22% | 1.22% | 1.22% | 1.22% | |||
Leonardo Newbuild Four Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 1.31% | 1.31% | 1.31% | 1.31% | |||
Splendor Newbuild Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 3.36% | 3.36% | 2.88% | 2.88% | |||
Explorer Newbuild Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 4.44% | 4.44% | 3.40% | 3.40% | |||
Marina Newbuild Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 4.41% | 4.41% | 1.07% | 1.07% | |||
Riviera Newbuild Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5.78% | 5.78% | 1.01% | 1.01% | |||
Term loan - newbuild related | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 4.50% | 4.50% |
Long-Term Debt - 2022 Transacti
Long-Term Debt - 2022 Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 06, 2022 | Dec. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2022 | |
Debt Instrument [Line Items] | |||||||
Financing Percentage | 80% | ||||||
Loss on extinguishment of debt | $ 188,799,000 | $ 635,306,000 | $ 10,480,000 | ||||
Debt Modification Cost | 4,600,000 | ||||||
Senior Secured Notes Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Interest rate | 5.875% | 5.875% | 5.875% | ||||
Percentage of principal amount of debt redeemed | 40% | ||||||
Percentage of threshold, after percentage | 60% | ||||||
Senior Secured Notes Due 2027 | Debt Redemption Prior to February 15, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price as a percentage of face amount | 105.875% | ||||||
Senior Unsecured Notes Due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | ||||
Interest rate | 7.75% | 7.75% | 7.75% | ||||
Percentage of principal amount of debt redeemed | 40% | ||||||
Percentage of threshold, after percentage | 60% | ||||||
Senior Unsecured Notes Due 2029 | Debt Redemption Prior to February 15, 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price as a percentage of face amount | 107.75% | ||||||
Senior Unsecured Notes Due 2029 | Debt Redemption On Or After November 15, 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price as a percentage of face amount | 100% | ||||||
2.5% Exchangeable Senior Notes Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 473,200,000 | $ 473,200,000 | $ 473,200,000 | ||||
Interest rate | 2.50% | 2.50% | 2.50% | ||||
Debt instrument amount | $ 1,000 | ||||||
Ordinary share exchange rate | 28.9765 | ||||||
Initial exchange price | $ 34.51 | ||||||
2.5% Exchangeable Senior Notes Due 2027 | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Ordinary share exchange rate | 44.1891 | ||||||
Leonardo Newbuild One Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 1,100,000,000 | ||||||
Interest rate | 2.68% | 2.68% | 2.68% | 2.68% | |||
Senior Secured Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Extended maturities, amount | $ 1,400,000,000 | ||||||
Extension term (in years) | 1 year | ||||||
Covenant, minimum liquidity | $ 250,000,000 | $ 250,000,000 | |||||
Minimum ratio of EBITDA to consolidated debt service | 1.25 | 1.25 | |||||
Minimum liquidity to be maintained EBITDA to consolidated debt service ratio | $ 300,000,000 | $ 300,000,000 | |||||
Term A-3 Loans | |||||||
Debt Instrument [Line Items] | |||||||
Extended maturities, amount | 148,700,000 | ||||||
Term A-2 Loans | |||||||
Debt Instrument [Line Items] | |||||||
Extended maturities, amount | 631,800,000 | ||||||
Term A-2 Loans | SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.75% | ||||||
Deferred Term Loan A-1 | |||||||
Debt Instrument [Line Items] | |||||||
Extended maturities, amount | 68,000,000 | ||||||
Revolving facility C | |||||||
Debt Instrument [Line Items] | |||||||
Extended maturities, amount | $ 591,000,000 | ||||||
$875 Million Senior Secured Revolving Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 6.45% | 6.45% | 2.10% | ||||
Term A-3 Loans and Revolving Facility C | SOFR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1% | ||||||
Term A-3 Loans and Revolving Facility C | SOFR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.25% |
Long-Term Debt - 2023 Transacti
Long-Term Debt - 2023 Transactions (Details) $ in Millions | 1 Months Ended | ||||
Feb. 28, 2023 USD ($) item | Dec. 31, 2022 | Jul. 31, 2022 USD ($) | Dec. 31, 2021 | Nov. 30, 2021 USD ($) | |
Commitment letter | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 650 | $ 1,000 | $ 1,000 | ||
Commitment letter | Maximum | |||||
Debt Instrument [Line Items] | |||||
Number of draws | item | 2 | ||||
Senior Secured Notes Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 600 | ||||
Interest rate | 8.375% | ||||
Percentage of principal amount of debt redeemed | 40% | ||||
Redemption price as a percentage of face amount | 108.375% | ||||
Percentage of threshold, after percentage | 60% | ||||
Senior Secured Notes Due 2028 (the "Class A Notes") | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 250 | ||||
Interest rate | 9.75% | ||||
Draw fee (as a percent) | 2% | ||||
$875 Million Senior Secured Revolving Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 6.45% | 2.10% | |||
$875 Million Senior Secured Revolving Loan Facility | Revolving Credit Facility, New Lender | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 82.5 | ||||
Senior Secured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Extension term (in years) | 1 year | ||||
Class B Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 250 | ||||
Interest rate | 11% | ||||
Increased fee percentage rate, commitment fee | 1% | ||||
Draw fee (as a percent) | 2% | ||||
Backstop Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 400 | ||||
Interest rate | 8% | ||||
Draw fee (as a percent) | 3% | ||||
Duration fee (as a percent) | 1.50% | ||||
Debt instrument term | 5 years | ||||
Class B Notes and Backstop Notes | |||||
Debt Instrument [Line Items] | |||||
Percentage of maximum commitment fee | 0.75% | ||||
Increased fee percentage rate, commitment fee | 1% | ||||
MS Backstop Facility | Backstop Agreement With MS | |||||
Debt Instrument [Line Items] | |||||
Debt instrument term | 5 years | ||||
MS Backstop Facility | Maximum | Backstop Agreement With MS | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 300 |
Long-Term Debt - Exchangeable N
Long-Term Debt - Exchangeable Notes (Details) | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2022 USD ($) $ / shares | Nov. 30, 2021 USD ($) $ / shares | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 188,799,000 | $ 635,306,000 | $ 10,480,000 | |||
Repayments of long-term debt | (1,770,172,000) | (2,113,063,000) | (892,481,000) | |||
Interest expense, including amortization of debt discounts and coupon interest | 900,000,000 | 1,400,000,000 | 520,100,000 | |||
Exchangeable Notes 2024 and Exchangeable Notes 2025 and Private Exchangeable Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense, including amortization of debt discounts and coupon interest | $ 130,900,000 | |||||
Exchangeable Senior Notes Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 146,601,000 | 146,601,000 | ||||
Interest rate | 6% | |||||
Debt instrument amount | $ 1,000 | |||||
Ordinary share exchange rate | 72.7273 | |||||
Initial exchange price | $ / shares | $ 13.75 | |||||
Effective interest rate | 22.74% | |||||
Exchangeable Senior Notes Due 2024 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Ordinary share exchange rate | 89.4454 | |||||
Exchangeable Senior Notes Due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 450,000,000 | 450,000,000 | ||||
Interest rate | 5.375% | |||||
Debt instrument amount | $ 1,000 | |||||
Ordinary share exchange rate | 53.3333 | |||||
Initial exchange price | $ / shares | $ 18.75 | |||||
Effective interest rate | 15.89% | |||||
Exchangeable Senior Notes Due 2025 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Ordinary share exchange rate | 66.6666 | |||||
Private Exchangeable Notes | ||||||
Debt Instrument [Line Items] | ||||||
Repayment and extinguishment of debt, amount | $ 1,000,000,000 | |||||
1.125% Exchangeable Senior Notes Due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 1,150,000,000 | $ 1,150,000,000 | ||||
Interest rate | 1.125% | 1.125% | ||||
Debt instrument amount | $ 1,000 | |||||
Ordinary share exchange rate | 29.6850 | |||||
Initial exchange price | $ / shares | $ 33.69 | |||||
Effective interest rate | 6.28% | |||||
1.125% Exchangeable Senior Notes Due 2027 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Ordinary share exchange rate | 42.3012 | |||||
2.5% Exchangeable Senior Notes Due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 473,175,000 | |||||
Interest rate | 2.50% | 2.50% | ||||
Debt instrument amount | $ 1,000 | |||||
Ordinary share exchange rate | 28.9765 | |||||
Initial exchange price | $ / shares | $ 34.51 | |||||
Effective interest rate | 7.88% | |||||
2.5% Exchangeable Senior Notes Due 2027 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Ordinary share exchange rate | 44.1891 |
Long-Term Debt - Summary of Exc
Long-Term Debt - Summary of Exchangeable Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Nov. 30, 2021 |
Debt Instrument [Line Items] | ||||
Fair value | $ 11,900,000 | $ 12,500,000 | ||
Exchangeable Senior Notes Due 2024 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 146,601 | 146,601 | ||
Unamortized debt discount, including deferred financing fees | (28,705) | (44,772) | ||
Net carrying amount | $ 117,896 | 101,829 | ||
Interest rate | 6% | |||
Exchangeable Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 450,000 | 450,000 | ||
Unamortized debt discount, including deferred financing fees | (99,684) | (128,603) | ||
Net carrying amount | $ 350,316 | 321,397 | ||
Interest rate | 5.375% | |||
1.125% Exchangeable Senior Notes Due 2027 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,150,000 | 1,150,000 | ||
Unamortized debt discount, including deferred financing fees | (215,070) | (259,380) | ||
Net carrying amount | $ 934,930 | 890,620 | ||
Interest rate | 1.125% | 1.125% | ||
2.5% Exchangeable Senior Notes Due 2027 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 473,175 | |||
Unamortized debt discount, including deferred financing fees | (89,506) | |||
Net carrying amount | $ 383,669 | |||
Interest rate | 2.50% | 2.50% | ||
Level 2 | Exchangeable Senior Notes Due 2024 | ||||
Debt Instrument [Line Items] | ||||
Fair value | $ 161,840 | 249,358 | ||
Level 2 | Exchangeable Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Fair value | 433,580 | 642,591 | ||
Level 2 | 1.125% Exchangeable Senior Notes Due 2027 | ||||
Debt Instrument [Line Items] | ||||
Fair value | 763,830 | $ 1,088,510 | ||
Level 2 | 2.5% Exchangeable Senior Notes Due 2027 | ||||
Debt Instrument [Line Items] | ||||
Fair value | $ 331,743 |
Long-Term Debt - Summary of Int
Long-Term Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Amortization of deferred financing costs | $ 58,400 | $ 52,000 | $ 42,200 |
Total | 900,000 | 1,400,000 | $ 520,100 |
Exchangeable Notes | |||
Debt Instrument [Line Items] | |||
Coupon interest | 55,759 | 77,591 | |
Amortization of deferred financing costs | 104,873 | 98,054 | |
Total | $ 160,632 | $ 175,645 |
Long-Term Debt - Interest Expen
Long-Term Debt - Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Interest expense, net | $ 900 | $ 1,400 | $ 520.1 |
Amortization of deferred financing costs | 58.4 | 52 | 42.2 |
Loss on extinguishment of debt | $ 193.4 | $ 700 | $ 27.8 |
Long-Term Debt - Schedule of Pr
Long-Term Debt - Schedule of Principal Repayments on Long-Term Debt Including Finance Lease Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2023 | $ 991,128 |
2024 | 2,513,382 |
2025 | 2,436,004 |
2026 | 2,049,850 |
2027 | 3,102,553 |
Thereafter | 2,762,506 |
Total | $ 13,855,423 |
Long-Term Debt - Debt Repayment
Long-Term Debt - Debt Repayments (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Accrued interest liability | $ 151.8 | $ 112.9 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - USD ($) $ in Billions | 1 Months Ended | ||
May 28, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Private Exchangeable Notes | |||
Related Party Transaction [Line Items] | |||
Repayment and extinguishment of debt, amount | $ 1 | ||
Private Exchangeable Notes | Maximum | |||
Related Party Transaction [Line Items] | |||
Shares issuable upon exchange | 46,577,947 | ||
L Catterton [Member] | |||
Related Party Transaction [Line Items] | |||
Beneficial ownership | 10% | ||
L Catterton [Member] | Minimum | |||
Related Party Transaction [Line Items] | |||
Investor ownership threshold | 50% |
Fair Value Measurements and D_3
Fair Value Measurements and Derivatives - Derivatives Measured at Fair Value and Disclosed by Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | $ 60,794 | $ 68,113 |
Derivative liabilities, fair value | 353,919 | 660,228 |
Derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | 65,180 | 68,113 |
Derivative liabilities, fair value | 362,250 | 660,228 |
Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | 65,096 | 53,801 |
Derivative liabilities, fair value | 185,538 | 172,557 |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | 84 | 14,312 |
Derivative liabilities, fair value | 176,712 | 487,671 |
Fuel contracts | Designated as Hedging Instrument | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | 53,224 | 29,349 |
Derivative liabilities, fair value | 7,137 | |
Fuel contracts | Designated as Hedging Instrument | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | 3,869 | 19,554 |
Derivative liabilities, fair value | 655 | |
Fuel contracts | Not Designated as Hedging Instrument | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | 84 | 10,836 |
Derivative liabilities, fair value | 348 | |
Fuel contracts | Not Designated as Hedging Instrument | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | 3,476 | |
Derivative liabilities, fair value | 191 | |
Foreign currency contracts | Designated as Hedging Instrument | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | 3,617 | 4,898 |
Foreign currency contracts | Designated as Hedging Instrument | Accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | 4,386 | |
Derivative liabilities, fair value | 177,746 | 98,592 |
Foreign currency contracts | Designated as Hedging Instrument | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities, fair value | 73,496 | |
Interest rate contracts | Designated as Hedging Instrument | Accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities, fair value | 469 | |
Debt conversion options | Not Designated as Hedging Instrument | Exchangeable notes | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities, fair value | $ 176,173 | $ 487,671 |
Fair Value Measurements and D_4
Fair Value Measurements and Derivatives - Amounts Recognized within Assets and Liabilities Based on Right of Offset (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Gross Amounts, Assets | $ 60,794 | $ 68,113 |
Gross Amounts Offset, Assets | (8,331) | |
Total Net Amounts, Assets | 52,463 | 68,113 |
Gross Amounts Not Offset, Assets | (3,617) | (68,113) |
Net Amounts, Assets | 48,846 | |
Gross Amounts, Liabilities | 353,919 | 660,228 |
Gross Amounts Offset, Liabilities | (4,386) | |
Total Net Amounts, Liabilities | 349,533 | 660,228 |
Gross Amount Not Offset, Liabilities | (322,554) | $ (660,228) |
Net Amounts, Liabilities | $ 26,979 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets Noncurrent, Prepaid Expense And Other Assets Current | Other Assets Noncurrent, Prepaid Expense And Other Assets Current |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Noncurrent, Accrued Liabilities And Other Liabilities Current | Other Liabilities Noncurrent, Accrued Liabilities And Other Liabilities Current |
Fair Value Measurements and D_5
Fair Value Measurements and Derivatives - Effects of Derivatives Designated as Cash Flow Hedges (Details) - Cash Flow Hedging - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Loss | $ (104,017) | $ (110,379) | $ (51,642) |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | 96,865 | (65,017) | (106,670) |
Fuel | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | 104,250 | (41,080) | (45,488) |
Other income (expense), net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | (293) | (12,002) | (49,653) |
Depreciation and amortization | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | (7,052) | (5,067) | (4,929) |
Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | (40) | (6,868) | (6,600) |
Fuel contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Loss | 106,994 | 74,434 | (157,669) |
Fuel contracts | Fuel | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | 104,250 | (41,080) | (45,488) |
Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Loss | (211,011) | (185,067) | 116,496 |
Foreign currency contracts | Depreciation and amortization | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | (7,052) | (5,067) | (4,929) |
Interest rate contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Loss | 254 | (10,469) | |
Interest rate contracts | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | $ (40) | $ (6,868) | $ (6,600) |
Fair Value Measurements and D_6
Fair Value Measurements and Derivatives - Effects of Cash Flow Hedge Accounting on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Fuel | $ 686,825 | $ 301,852 | $ 264,712 |
Fuel | 4,267,086 | 1,608,037 | 1,693,061 |
Depreciation and amortization | 749,326 | 700,845 | 717,840 |
Interest expense, net | 895,242 | 1,396,109 | 520,063 |
Other income (expense), net | 480,939 | 344,616 | (984,501) |
Fuel | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Fuel | 686,825 | 301,852 | 264,712 |
Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Loss | (104,017) | (110,379) | (51,642) |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | 96,865 | (65,017) | (106,670) |
Cash Flow Hedging | Fuel | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | 104,250 | (41,080) | (45,488) |
Cash Flow Hedging | Depreciation and amortization | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | (7,052) | (5,067) | (4,929) |
Cash Flow Hedging | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | (40) | (6,868) | (6,600) |
Cash Flow Hedging | Other income (expense), net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | (293) | (12,002) | (49,653) |
Cash Flow Hedging | Fuel contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Loss | 106,994 | 74,434 | (157,669) |
Cash Flow Hedging | Fuel contracts | Fuel | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | 104,250 | (41,080) | (45,488) |
Cash Flow Hedging | Fuel contracts | Other income (expense), net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss reclassified from accumulated other comprehensive income (loss) into income (expense) as a result that a forecasted transaction is no longer probable of occurring | (293) | (12,002) | |
Cash Flow Hedging | Fuel contracts | Other Operating Income Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss reclassified from accumulated other comprehensive income (loss) into income (expense) as a result that a forecasted transaction is no longer probable of occurring | (49,653) | ||
Amount of gain recognized in income as a result of failing effectiveness tests | 5,507 | ||
Cash Flow Hedging | Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Loss | (211,011) | (185,067) | 116,496 |
Cash Flow Hedging | Foreign currency contracts | Depreciation and amortization | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | (7,052) | (5,067) | (4,929) |
Cash Flow Hedging | Interest rate contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Loss | 254 | (10,469) | |
Cash Flow Hedging | Interest rate contracts | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Expense) | $ (40) | $ (6,868) | $ (6,600) |
Fair Value Measurements and D_7
Fair Value Measurements and Derivatives - Effects of Derivatives Not Designated as Hedging Instruments on Consolidated Statements of Operations (Details) - Not Designated as Hedging Instrument - Other income (expense), net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fuel contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Income | $ 33,850 | $ 65,507 | $ 20,932 |
Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Income | (15,055) | (77) | (76) |
Debt conversion options | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Income | $ 404,373 | $ 220,663 | $ (938,614) |
Fair Value Measurements and D_8
Fair Value Measurements and Derivatives (Details) T in Thousands, $ in Thousands, € in Billions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) T | Dec. 31, 2022 EUR (€) T | Feb. 28, 2022 | Dec. 31, 2021 USD ($) | Nov. 30, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value of long-term debt | $ 11,900,000 | $ 12,500,000 | |||
Fair value of long-term debt in excess of carrying value | $ (1,800,000) | $ (200,000) | |||
Exchangeable Senior Notes Due 2024 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest rate | 6% | 6% | |||
Exchangeable Senior Notes Due 2025 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest rate | 5.375% | 5.375% | |||
1.125% Exchangeable Senior Notes Due 2027 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest rate | 1.125% | 1.125% | 1.125% | ||
2.5% Exchangeable Senior Notes Due 2027 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest rate | 2.50% | 2.50% | 2.50% | ||
Fuel contracts | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Derivative maturing date | Dec. 31, 2023 | ||||
Projected fuel purchases | T | 455 | 455 | |||
Foreign currency contracts | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Notional amount of derivatives | $ 1,700,000 | € 1.6 | |||
Not Designated as Hedging Instrument | Fuel contracts | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Projected fuel purchases | 14 | ||||
NCLH | Exchangeable Senior Notes Due 2024 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Notional amount of derivatives | $ 10,700 | ||||
NCLH | Exchangeable Senior Notes Due 2025 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Notional amount of derivatives | 24,000 | ||||
NCLH | 1.125% Exchangeable Senior Notes Due 2027 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Notional amount of derivatives | 34,100 | ||||
NCLH | 2.5% Exchangeable Senior Notes Due 2027 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Notional amount of derivatives | $ 13,700 |
Employee Benefits and Share-B_3
Employee Benefits and Share-Based Compensation - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted-Average Contractual Term (Years) | ||
Outstanding as of December 31, 2022 | 2 years 3 months 14 days | 3 years 5 months 1 day |
Vested and expected to vest as of December 31, 2022 | 2 years 3 months 10 days | |
Exercisable as of December 31, 2022 | 2 years 3 months 10 days | |
Aggregate Intrinsic Value | ||
Outstanding as of December 31, 2022 | $ 0 | $ 0 |
Vested and expected to vest as of December 31, 2022 | 0 | |
Exercisable as of December 31, 2022 | $ 0 | |
Time-Based Awards | ||
Number of Share Option Awards | ||
Outstanding as of January 1, 2022 | 4,388,345 | |
Forfeited and cancelled | (189,750) | |
Outstanding as of December 31, 2022 | 4,198,595 | 4,388,345 |
Vested and expected to vest as of December 31, 2022 | 4,198,595 | |
Exercisable as of December 31, 2022 | 4,198,595 | |
Weighted-Average Exercise Price | ||
Outstanding as of January 1, 2021 | $ 51.92 | |
Forfeited and cancelled | 51.88 | |
Outstanding as of December 31, 2022 | 51.92 | $ 51.92 |
Vested and expected to vest as of December 31, 2022 | 51.92 | |
Exercisable as of December 31, 2022 | $ 51.92 | |
Performance-Based Options | ||
Number of Share Option Awards | ||
Outstanding as of January 1, 2022 | 114,583 | |
Outstanding as of December 31, 2022 | 114,583 | 114,583 |
Vested and expected to vest as of December 31, 2022 | 114,583 | |
Exercisable as of December 31, 2022 | 114,583 | |
Weighted-Average Exercise Price | ||
Outstanding as of January 1, 2021 | $ 59.43 | |
Outstanding as of December 31, 2022 | 59.43 | $ 59.43 |
Vested and expected to vest as of December 31, 2022 | 59.43 | |
Exercisable as of December 31, 2022 | $ 59.43 | |
Market-Based Option Awards | ||
Number of Share Option Awards | ||
Outstanding as of January 1, 2022 | 208,333 | |
Forfeited and cancelled | 0 | |
Outstanding as of December 31, 2022 | 208,333 | 208,333 |
Vested and expected to vest as of December 31, 2022 | 0 | |
Exercisable as of December 31, 2022 | 0 | |
Weighted-Average Exercise Price | ||
Outstanding as of January 1, 2021 | $ 59.43 | |
Forfeited and cancelled | 0 | |
Outstanding as of December 31, 2022 | 59.43 | $ 59.43 |
Vested and expected to vest as of December 31, 2022 | 0 | |
Exercisable as of December 31, 2022 | $ 0 |
Employee Benefits and Share-B_4
Employee Benefits and Share-Based Compensation - Summary of Restricted Share Units (Details) - Restricted Share Units - NCLH | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Time-Based Awards | |
Number of Restricted Share | |
Non-vested as of January 1, 2022 | shares | 7,771,623 |
Restricted share unit awards granted | shares | 4,892,594 |
Vested | shares | (5,096,353) |
Forfeited or expired | shares | (587,157) |
Non-vested as of December 31, 2022 | shares | 6,980,707 |
Non-vested and expected to vest as of December 31, 2022 | shares | 6,980,707 |
Weighted-Average Grant-Date Fair Value | |
Non-vested as of January 1, 2022 | $ / shares | $ 27.02 |
Granted | $ / shares | 18.56 |
Vested | $ / shares | 25.08 |
Forfeited or expired | $ / shares | 23.26 |
Non-vested as of December 31, 2022 | $ / shares | 22.83 |
Non-vested and expected to vest as of December 31, 2022 | $ / shares | $ 22.83 |
Performance-Based RSU Awards | |
Number of Restricted Share | |
Non-vested as of January 1, 2022 | shares | 1,841,113 |
Restricted share unit awards granted | shares | 1,857,750 |
Vested | shares | (588,505) |
Forfeited or expired | shares | (360,419) |
Non-vested as of December 31, 2022 | shares | 2,749,939 |
Non-vested and expected to vest as of December 31, 2022 | shares | 1,509,864 |
Weighted-Average Grant-Date Fair Value | |
Non-vested as of January 1, 2022 | $ / shares | $ 35.68 |
Granted | $ / shares | 18.48 |
Vested | $ / shares | 27.24 |
Forfeited or expired | $ / shares | 32.34 |
Non-vested as of December 31, 2022 | $ / shares | 26.30 |
Non-vested and expected to vest as of December 31, 2022 | $ / shares | $ 28.73 |
Market-Based RSUs | |
Number of Restricted Share | |
Non-vested as of January 1, 2022 | shares | 50,000 |
Restricted share unit awards granted | shares | 0 |
Vested | shares | 0 |
Forfeited or expired | shares | 0 |
Non-vested as of December 31, 2022 | shares | 50,000 |
Non-vested and expected to vest as of December 31, 2022 | shares | 0 |
Weighted-Average Grant-Date Fair Value | |
Non-vested as of January 1, 2022 | $ / shares | $ 59.43 |
Granted | $ / shares | 0 |
Vested | $ / shares | 0 |
Forfeited or expired | $ / shares | 0 |
Non-vested as of December 31, 2022 | $ / shares | 59.43 |
Non-vested and expected to vest as of December 31, 2022 | $ / shares | $ 0 |
Employee Benefits and Share-B_5
Employee Benefits and Share-Based Compensation - Summary of Compensation Expense Recognized for Share-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 113,563 | $ 124,077 | $ 111,297 |
Payroll and related | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 21,043 | 22,622 | 21,190 |
Marketing, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 92,520 | $ 101,455 | $ 90,107 |
Employee Benefits and Share-B_6
Employee Benefits and Share-Based Compensation - Amounts Related to Shipboard Retirement Plan (Details) - Shipboard Retirement Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pension expense: | |||
Service cost | $ 2,797 | $ 2,902 | $ 2,665 |
Interest cost | $ 873 | $ 717 | $ 895 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Amortization of prior service cost | $ 378 | $ 378 | $ 378 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Amortization of actuarial loss | $ 15 | $ 29 | |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Total pension expense | $ 4,048 | $ 4,012 | $ 3,967 |
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | 34,688 | 31,619 | 28,695 |
Service cost | 2,797 | 2,902 | 2,665 |
Interest cost | 873 | 717 | 895 |
Actuarial gain (loss) | (8,511) | 62 | |
Direct benefit payments | (1,082) | (550) | (698) |
Projected benefit obligation at end of year | 28,765 | 34,688 | 31,619 |
Amounts recognized in the consolidated balance sheets: | |||
Projected benefit obligation | 28,765 | 34,688 | 31,619 |
Amounts recognized in accumulated other comprehensive income (loss): | |||
Prior service cost | (2,647) | (3,025) | (3,403) |
Accumulated actuarial gain (loss) | 5,080 | (3,431) | (3,446) |
Accumulated other comprehensive income (loss) | $ 2,433 | $ (6,456) | $ (6,849) |
Employee Benefits and Share-B_7
Employee Benefits and Share-Based Compensation - Pension Benefits Expected to be Paid (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
2023 | $ 1,442 |
2024 | 1,490 |
2025 | 1,541 |
2026 | 1,693 |
2027 | 2,017 |
Next five years | $ 15,040 |
Employee Benefits and Share-B_8
Employee Benefits and Share-Based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | May 31, 2021 | Jan. 31, 2013 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total intrinsic value of options exercised | $ 0 | $ 0 | $ 600,000 | ||||
Proceeds from the exercise of share options | 0 | 0 | 2,200,000 | ||||
Unrecognized compensation cost | 0 | ||||||
Payments related to tax withholding for share-based compensation | $ 20,987,000 | $ 16,687,000 | $ 15,407,000 | ||||
Time-Based Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of share option awards granted | 0 | 0 | 0 | ||||
Time-Based Options | Restated 2013 Plan, Amended | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Description of share-based awards vesting period | The vesting period for time-based options is typically set at three or four years with a contractual life of 10 years. | ||||||
Performance-Based Options | Restricted Share Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation cost related to restricted share unit awards | $ 18,400,000 | ||||||
Weighted-average period for recognition of unrecognized compensation expense | 1 year 7 months 6 days | ||||||
Market-Based Option Awards | Restricted Share Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation cost related to restricted share unit awards | $ 0 | ||||||
Weighted-average period for recognition of unrecognized compensation expense | 0 years | ||||||
Time-Based Awards | Restricted Share Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation cost related to restricted share unit awards | $ 91,100,000 | ||||||
Weighted-average period for recognition of unrecognized compensation expense | 1 year 8 months 12 days | ||||||
Performance-Based RSU Awards | Members of management team | Awarded on March 1, 2019 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted share unit awards granted | 1,900,000 | ||||||
Restricted Share Units | Restated 2013 Plan, Amended | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based award, vesting period | 3 years | ||||||
NCLH | 2013 Performance Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number of shares that can be granted to one individual | 5,000,000 | ||||||
NCLH | 2013 Performance Incentive Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Ordinary shares authorized | 15,035,106 | ||||||
NCLH | Restated 2013 Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number of shares that can be granted | 32,375,106 | ||||||
NCLH | Restated 2013 Plan, Amended | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Ordinary shares authorized | 39,375,106 | ||||||
Number of additional shares authorized | 7,000,000 | ||||||
NCLH | Time-Based Options | Restated 2013 Plan, Amended | Employee | Option Vesting Period, Three Years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based award, vesting period | 3 years | ||||||
NCLH | Time-Based Options | Restated 2013 Plan, Amended | Employee | Option Vesting Period, Four Years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based award, vesting period | 4 years | ||||||
NCLH | Time-Based Options | Restated 2013 Plan, Amended | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of shares granted | 10 years | ||||||
NCLH | Time-Based Awards | Employee | Awarded on March 1, 2019 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted share unit awards granted | 4,800,000 | ||||||
Share-based award, vesting period | 3 years |
Employee Benefits and Share-B_9
Employee Benefits and Share-Based Compensation 2 (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Maximum percentage of employee eligible compensation that may be contributed towards 401(k) Plan | 100% | |||
Discount rates used in net periodic benefit cost calculation | 2.80% | 2.30% | 3.20% | |
Amortization period of actuarial loss | 18 years | |||
Matching contributions vesting period | 5 years | |||
Employee Stock Purchase Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Recorded expenses related to 401(k) Plan | $ 11.6 | $ 8.7 | $ 2.8 | |
Percentage of purchase price discount | 15% | |||
Accrued payroll liability | $ 2.9 | 2.7 | ||
Employee Stock Purchase Plan | Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Share options and ordinary shares, authorized | 2,000,000 | |||
First 3% of each participant's contributions | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution percent | 100% | |||
Defined contribution plan, percentage of employee contribution | 3% | |||
Greater than 3% of each participants contribution | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution percent | 50% | |||
Greater than 3% of each participants contribution | Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, percentage of employee contribution | 3% | |||
Greater than 3% of each participants contribution | Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, percentage of employee contribution | 10% | |||
Shipboard Retirement Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Plan assets | $ 0 | |||
Projected benefit obligation included in accrued expenses and other liabilities | 1.4 | 0.9 | ||
Projected benefit obligation included in other long-term liabilities | $ 27.3 | $ 33.8 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components Of Net Income Before Income Taxes [Line Items] | |||
Net loss before income taxes | $ (1,964,798) | $ (3,602,414) | $ (4,986,613) |
Bermuda | |||
Components Of Net Income Before Income Taxes [Line Items] | |||
Net loss before income taxes | 0 | 0 | 0 |
Foreign - Other | |||
Components Of Net Income Before Income Taxes [Line Items] | |||
Net loss before income taxes | $ (1,964,798) | $ (3,602,414) | $ (4,986,613) |
Income Taxes - Components of th
Income Taxes - Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
United States | $ 279 | $ (6) | $ (326) |
Total current: | (6,904) | (3,270) | (5,828) |
Deferred: | |||
United States | 0 | 0 | (15,613) |
Total deferred: | 1,271 | (51) | (15,742) |
Income tax expense | (5,633) | (3,321) | (21,570) |
Bermuda | |||
Current: | |||
Foreign | 0 | 0 | 0 |
Deferred: | |||
Foreign | 0 | 0 | 0 |
Foreign - Other | |||
Current: | |||
Foreign | (7,183) | (3,264) | (5,502) |
Deferred: | |||
Foreign | $ 1,271 | $ (51) | $ (129) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense Computed by Applying our Bermuda Statutory Rate and Reported Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax at Bermuda statutory rate | $ 0 | $ 0 | $ 0 |
Foreign income taxes at different rates | 29,601 | 32,958 | 17,051 |
Tax contingencies | (321) | (6) | (626) |
Return to provision adjustments | 612 | 1,476 | 9 |
Valuation allowance | (35,525) | (37,749) | (38,004) |
Income tax expense | $ (5,633) | $ (3,321) | $ (21,570) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Loss carryforwards | $ 136,268 | $ 109,489 |
Other | 13,030 | 9,390 |
Valuation allowance | (112,233) | (83,019) |
Total net deferred assets | 37,065 | 35,860 |
Deferred tax liabilities: | ||
Property and equipment | (36,174) | (36,206) |
Total deferred tax liabilities | (36,174) | (36,206) |
Net deferred tax asset (liability) | $ 891 | $ (346) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||||
Valuation allowance | $ 112,233 | $ 83,019 | $ 112,233 | |
Valuation allowance | 35,500 | 37,700 | $ 39,600 | |
Prestige Cruises International Inc | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 155,000 | 155,000 | $ 155,000 | |
U.S. federal and state net operating loss carryforwards, expiration year | 2030 | |||
Operating loss carryforwards increase in ownership percentage | 50% | |||
Operating loss carryforwards, expiration period | 3 years | |||
Tax benefit connection with the reversal of substantially all of valuation allowance on net operating loss carryforwards | $ 30,000 | |||
NORWAY | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 11,600 | 13,200 | $ 11,600 | |
NCLC | United States | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 636,800 | $ 507,400 | $ 636,800 | |
U.S. federal and state net operating loss carryforwards, expiration year | 2030 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) € in Millions, £ in Millions | 1 Months Ended | 12 Months Ended | |||||||||
Aug. 27, 2019 item | Mar. 31, 2020 item | Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2023 USD ($) item | Jan. 01, 2023 EUR (€) item | Dec. 31, 2022 EUR (€) item | Dec. 31, 2022 GBP (£) item | Oct. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) item | |
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of cruise ships | 29 | 29 | 29 | ||||||||
Number of additional ships | 8 | 8 | 8 | ||||||||
Number of reporting units | 3 | 3 | |||||||||
Capacity of ship, berths | 62,000 | 62,000 | 62,000 | ||||||||
Increase in contract price | $ | $ 928,947,000 | $ 521,910,000 | $ (811,846,000) | ||||||||
Number of cruise ships for which delivery date has been revised | 2 | 2 | 2 | ||||||||
Export credit facility financing as percentage of contract price | 80% | ||||||||||
Advance ticket sales with credit card processor | $ | $ 2,400,000,000 | ||||||||||
Reserves maintained credit card processor | $ | 622,000,000 | ||||||||||
Number of lawsuits filed | 2 | ||||||||||
Estimate of possible loss | $ | 112,900,000 | ||||||||||
Estimate of claim, unrecorded amount | $ | $ 159,000,000 | ||||||||||
Credit Card Processors | Accounts Receivable [Member] | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Reserves maintained credit card processor | $ | 118,400,000 | ||||||||||
Credit Card Processors | Other Long-Term Assets [Member] | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Reserves maintained credit card processor | $ | $ 503,600,000 | ||||||||||
Ships launching period in 2023 and 2025 | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of additional ships | 2 | 2 | 2 | ||||||||
Ships launching period in 2023 through 2028 | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of additional ships | 5 | 5 | 5 | ||||||||
Ships to be delivered in 2023 | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of additional ships | 1 | 1 | 1 | ||||||||
Other Commitments | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Performance guarantee required to be maintained | $ | $ 32,000,000 | ||||||||||
Security guarantee | £ | £ 68.6 | ||||||||||
Consumer coverage | £ | £ 82.4 | ||||||||||
Amount of cash to secure financial security | $ | 29,700,000 | ||||||||||
Ship Construction Contracts | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Aggregate contract price of new ships based on the euro/U.S. dollar exchange rate | $ 7,200,000,000 | € 6.7 | |||||||||
Number of cruise ships for which delivery date has been revised | 2 | 2 | |||||||||
Export credit facility financing as percentage of contract price | 80% | 80% | 80% | ||||||||
Ship Construction Contracts | Subsequent Event | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Amendments, increase in contract price | $ 300,000,000 | € 300 | |||||||||
Ship Construction Contracts | Ships launching period in 2023 and 2025 | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of additional ships | 2 | 2 | 2 | ||||||||
Capacity of ship, tons | $ | 67,000 | ||||||||||
Capacity of ship, berths | 1,200 | 1,200 | 1,200 | ||||||||
Ship Construction Contracts | Ships launching period in 2023 through 2028 | Minimum | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Capacity of ship, tons | $ | 143,500 | ||||||||||
Capacity of ship, berths | 3,100 | 3,100 | 3,100 | ||||||||
Ship Construction Contracts | Ships launching period in 2023 through 2028 | Maximum | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Capacity of ship, tons | $ | 169,000 | ||||||||||
Ship Construction Contracts | Ship order delivery in 2022 | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Capacity of ship, tons | $ | 143,500 | ||||||||||
Capacity of ship, berths | 3,100 | ||||||||||
Ship Construction Contracts | Ships to be delivered in 2023 | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of additional ships | 1 | 1 | 1 | ||||||||
Capacity of ship, tons | $ | 55,000 | ||||||||||
Capacity of ship, berths | 750 | 750 | 750 |
Commitments and Contingencies -
Commitments and Contingencies - Minimum Annual Payments for Non-Cancelable Ship Construction Contracts (Details) - Ship Construction Contracts - USD ($) $ in Thousands | Jan. 01, 2023 | Dec. 31, 2022 |
Other Commitments [Line Items] | ||
2023 | $ 2,204,378 | $ 2,198,897 |
2024 | 213,353 | 275,232 |
2025 | 1,573,183 | 1,617,782 |
2026 | 1,071,080 | 1,827,114 |
2027 | 1,021,461 | 842,581 |
Thereafter | 952,200 | |
Total | $ 7,035,655 | $ 6,761,606 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Commitments to Pay for Usage of Port Facilities (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Dec. 31, 2022 |
Port Facility Commitments | ||
Other Commitments [Line Items] | ||
2023 | $ 85,805 | |
2024 | 54,539 | |
2025 | 34,337 | |
2026 | 30,258 | |
2027 | 28,146 | |
Thereafter | 546,523 | |
Total | 779,608 | |
Ship Construction Contracts | ||
Other Commitments [Line Items] | ||
2023 | $ 2,204,378 | 2,198,897 |
2024 | 213,353 | 275,232 |
2025 | 1,573,183 | 1,617,782 |
2026 | 1,071,080 | 1,827,114 |
2027 | 1,021,461 | 842,581 |
Thereafter | 952,200 | |
Total | $ 7,035,655 | $ 6,761,606 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Other income (expense), net | $ 480,939 | $ 344,616 | $ (984,501) |
Concentration Risk (Details)
Concentration Risk (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplier Concentration Risk | |||
Concentration Risk [Line Items] | |||
Expenses incurred on hotel and restaurant services | $ 162.2 | $ 48.6 | $ 59 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |||
Non-cash investing activity in connection with property and equipment | $ 51.7 | $ 109.3 | $ 17.7 |
Non-cash investing activity in connection with property and equipment, seller financing | 11.9 | ||
Income taxes paid | 2.2 | 2.7 | 2.9 |
Interest and related fees | $ 750.6 | $ 2,100 | $ 447.9 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - Valuation allowance on deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance | $ 83,019 | $ 42,876 | $ 5,847 |
Additions Charged to other accounts | 29,549 | 40,333 | 38,150 |
Deductions | (335) | (190) | (1,121) |
Balance | $ 112,233 | $ 83,019 | $ 42,876 |