Fair Value Measurements and Derivatives | 9. 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). Derivatives are generally recorded at fair value. Contracts that are designated as normal purchases and normal sales are not recorded at fair value. The normal purchases and normal sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business. All of our allowance purchase agreements related to the European Union’s Emissions Trading System meet the criteria specified for this exception. 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 critical terms match 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 fair values of 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, 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 June 30, 2024, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 704 thousand metric tons of our projected fuel purchases, maturing through December 31, 2025. As of June 30, 2024, we had fuel swaps pertaining to approximately 4 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through February 28, 2025. As of June 30, 2024, we had foreign currency forward contracts, 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 hedged foreign currency forward contracts was €54.3 million, or $58.2 million based on the euro/U.S. dollar exchange rate as of June 30, 2024. As of June 30, 2024, we had conversion options embedded in our exchangeable notes. The notional amounts of our outstanding options as of June 30, 2024 were 24.0 million, 34.1 million and 13.7 million NCLH shares for the 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 include the following (in thousands): Assets Liabilities June 30, December 31, June 30, December 31, Balance Sheet Location 2024 2023 2024 2023 Derivative Contracts Designated as Hedging Instruments Fuel contracts Prepaid expenses and other assets $ 17,081 $ — $ 609 $ — Other long-term assets 4,454 — 550 — Accrued expenses and other liabilities — 4,309 — 11,247 Other long-term liabilities — 137 15 8,932 Foreign currency contracts Prepaid expenses and other assets 122 — — — Total derivatives designated as hedging instruments $ 21,657 $ 4,446 $ 1,174 $ 20,179 Derivative Contracts Not Designated as Hedging Instruments Fuel contracts Prepaid expenses and other assets $ 19 $ — $ 61 $ — Accrued expenses and other liabilities — 141 — 1,031 Other long-term liabilities — — — 280 Debt conversion options Current portion of exchangeable notes — — — 71,710 Exchangeable notes — — 189,879 285,868 Total derivatives not designated as hedging instruments $ 19 $ 141 $ 189,940 $ 358,889 Total derivatives $ 21,676 $ 4,587 $ 191,114 $ 379,068 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 following table discloses the gross and net amounts recognized within assets and liabilities (in thousands): Gross Gross Gross Amounts Total Net Amounts June 30, 2024 Amounts Offset Amounts Not Offset Net Amounts Assets $ 21,676 $ (1,220) $ 20,456 $ (122) $ 20,334 Liabilities 189,894 — 189,894 (189,879) 15 Gross Gross Gross Amounts Total Net Amounts December 31, 2023 Amounts Offset Amounts Not Offset Net Amounts Liabilities $ 379,068 $ (4,587) $ 374,481 $ (357,578) $ 16,903 The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) were as follows (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 Income Derivatives Comprehensive Loss Income (Expense) (Loss) into Income (Expense) Three Months Three Months Three Months Three Months Ended Ended Ended Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Fuel contracts $ 1,035 $ (12,055) Fuel $ 6,838 $ 572 Fuel contracts — — Other income (expense), net 432 (306) Foreign currency contracts 122 7,478 Depreciation and amortization (4,120) (2,813) Total gain (loss) recognized in other comprehensive loss $ 1,157 $ (4,577) $ 3,150 $ (2,547) 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 Income Derivatives Comprehensive Loss Income (Expense) (Loss) into Income (Expense) Six Months Six Months Six Months Six Months Ended Ended Ended Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Fuel contracts $ 48,288 $ (41,070) Fuel $ 13,415 $ 13,169 Fuel contracts — — Other income (expense), net 1,307 (343) Foreign currency contracts 122 18,018 Depreciation and amortization (8,239) (5,499) Total gain (loss) recognized in other comprehensive loss $ 48,410 $ (23,052) $ 6,483 $ 7,327 The effects of cash flow hedge accounting on the consolidated statements of operations include the following (in thousands): Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Depreciation Depreciation and Other Income and Other Income Fuel Amortization (Expense), net Fuel Amortization (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 $ 174,964 $ 222,405 $ 151,323 $ 164,242 $ 197,115 $ (348,639) Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense) Fuel contracts 6,838 — — 572 — — Foreign currency contracts — (4,120) — — (2,813) — 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 Fuel contracts — — 432 — — (306) Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Depreciation Depreciation and Other Income and Other Income Fuel Amortization (Expense), net Fuel Amortization (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 $ 372,698 $ 445,334 $ 165,874 $ 359,110 $ 391,905 $ (367,210) Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense) Fuel contracts 13,415 — — 13,169 — — Foreign currency contracts — (8,239) — — (5,499) — 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 Fuel contracts — — 1,307 — — (343) 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 Three Months Ended Six Months Ended June 30, June 30, Location of Gain (Loss) 2024 2023 2024 2023 Derivatives not designated as hedging instruments Fuel contracts Other income (expense), net $ (13) $ (251) $ 2,186 $ (847) Debt conversion options Other income (expense), net 149,427 (340,597) 145,841 (350,212) Long-Term Debt As of June 30, 2024 and December 31, 2023, the fair value of our long-term debt, including the current portion, was $13.0 billion and $13.5 billion, respectively, which was $0.8 billion and $1.0 billion lower, respectively, than the carrying values, excluding deferred financing costs. The difference between the fair value and carrying value of our long-term debt is due to our fixed and variable rate debt obligations carrying interest rates that are above or below market rates at the measurement dates. The fair value of our long-term revolving and term loan facilities was calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities. The fair value of our exchangeable notes considers observable risk-free rates; credit spreads of the same or similar instruments; and share prices, tenors, and historical and implied volatilities which are sourced from observable market data. The inputs are considered to be Level 2 in the fair value hierarchy. Market risk associated with our long-term variable rate debt is the potential increase in interest expense from an increase in interest rates or from an increase in share values. Other The carrying amounts reported in the consolidated balance sheets of all other financial assets and liabilities approximate fair value. |