
	Fair Value Measurements at December 31, 2022										Fair Value Measurements at December 31, 2021
Description	Total Carrying Amount		Total Fair Value		Level 1(1)		Level 2(2)		Level 3(3)		Total Carrying Amount		Total Fair Value		Level 1(1)		Level 2(2)		Level 3(3)
Assets:
Cash and cash equivalents(4)	$	1,935,005	$	1,935,005	$	1,935,005	$	—	$	—	$	2,701,770	$	2,701,770	$	2,701,770	$	—	$	—
Total Assets	$	1,935,005	$	1,935,005	$	1,935,005	$	—	$	—	$	2,701,770	$	2,701,770	$	2,701,770	$	—	$	—
Liabilities:
Long-term debt (including current portion of long-term debt)(5)	$	23,039,859	$	22,856,306	$	—	$	22,856,306	$	—	$	20,618,065	$	22,376,480	$	—	$	22,376,480	$	—
Total Liabilities	$	23,039,859	$	22,856,306	$	—	$	22,856,306	$	—	$	20,618,065	$	22,376,480	$	—	$	22,376,480	$	—

(2)Inputs other than quoted prices included within Level 1 that are observable for the liability, either directly or indirectly. For unsecured revolving credit facilities and unsecured term loans, fair value is determined utilizing the income valuation approach. This valuation model takes into account the contract terms of our debt such as the debt maturity and the interest rate on the debt. The valuation model also takes into account the creditworthiness of the Company.


	Fair Value Measurements at December 31, 2022								Fair Value Measurements at December 31, 2021
Description	Total Fair Value		Level 1(1)		Level 2(2)		Level 3(3)		Total Fair Value		Level 1(1)		Level 2(2)		Level 3(3)
Assets:
Derivative financial instruments(4)	$	203,802	$	—	$	203,802	$	—	$	69,808	$	—	$	69,808	$	—

Total Assets	$	203,802	$	—	$	203,802	$	—	$	69,808	$	—	$	69,808	$	—
Liabilities:
Derivative financial instruments(5)	$	135,608	$	—	$	135,608	$	—	$	200,541	$	—	$	200,541	$	—
Total Liabilities	$	135,608	$	—	$	135,608	$	—	$	200,541	$	—	$	200,541	$	—

(2)Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. For foreign currency forward contracts, interest rate swaps and fuel swaps, fair value is derived using valuation models that utilize the income valuation approach. These valuation models take into account the contract terms, such as maturity as well as other inputs, such as foreign exchange rates and curves, fuel types, fuel curves and interest rate yield curves. Derivative instrument fair values take into account the creditworthiness of the counterparty and the Company.

The reported fair values are based on a variety of factors and assumptions. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of December 31, 2022 or 2021, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement.

Nonfinancial instruments include items such as goodwill, indefinite-lived intangible assets, long-lived assets, right-of-use assets and equity method investments that are measured at fair value on a nonrecurring basis when events and circumstances indicate the carrying value is not recoverable. The following table presents information about the Company’s nonfinancial instruments recorded at fair value on a nonrecurring basis (in thousands):

(1) Amount is primarily composed of construction in progress assets that were impaired during the year ended December 31, 2022 due to a reduction in scope or the decision to not complete the projects. The impairments were calculated based on orderly liquidation values. The fair value of these assets was estimated as of the date the assets were last impaired.

(1) Amount is primarily composed of construction in progress assets that were impaired during the year ended 2021 due to a reduction in scope or the decision to not complete the projects. The impairments were calculated based on orderly liquidation values. The fair value of these assets was estimated as of the date the assets were last impaired.

We have master International Swaps and Derivatives Association (“ISDA”) agreements in place with our derivative instrument counterparties. These ISDA agreements generally provide for final close out netting with our counterparties for all positions in the case of default or termination of the ISDA agreement. We have determined that our ISDA agreements provide us with rights of setoff on the fair value of derivative instruments in a gain position and those in a loss position with the same counterparty. We have elected not to offset such derivative instrument fair values in our consolidated balance sheets.


	Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
	As of December 31, 2022								As of December 31, 2021
	Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet		Gross Amount of Eligible Offsetting Recognized Derivative Liabilities		Cash Collateral Received		Net Amount of Derivative Assets		Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet		Gross Amount of Eligible Offsetting Recognized Derivative Liabilities		Cash Collateral Received		Net Amount of Derivative Assets

Derivatives subject to master netting agreements	$	203,802	$	(105,228)	$	—	$	98,574	$	69,808	$	(67,995)	$	—	$	1,813
Total	$	203,802	$	(105,228)	$	—	$	98,574	$	69,808	$	(67,995)	$	—	$	1,813


	Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
	As of December 31, 2022								As of December 31, 2021
	Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet		Gross Amount of Eligible Offsetting Recognized Derivative Assets		Cash Collateral Pledged		Net Amount of Derivative Liabilities		Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet		Gross Amount of Eligible Offsetting Recognized Derivative Assets		Cash Collateral Pledged		Net Amount of Derivative Liabilities

Derivatives subject to master netting agreements	$	(135,608)	$	105,228	$	—	$	(30,380)	$	(200,541)	$	67,995	$	44,411	$	(88,135)
Total	$	(135,608)	$	105,228	$	—	$	(30,380)	$	(200,541)	$	67,995	$	44,411	$	(88,135)

We monitor our credit risk associated with financial and other institutions with which we conduct significant business, and to minimize these risks, we select counterparties with credit risks acceptable to us and we seek to limit our exposure to an individual counterparty. Credit risk, including, but not limited to, counterparty nonperformance under derivative instruments, our credit facilities and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions, insurance companies and export credit agencies many of which we have long-term relationships with and which have credit risks acceptable to us or where the credit risk is spread out among a large number of counterparties. As of December 31, 2022, we had counterparty credit risk exposure under our derivative instruments of $103.3 million, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks. We do not anticipate nonperformance by any of our significant counterparties. In addition, we have established guidelines we follow regarding credit ratings and instrument maturities to maintain safety and liquidity. We do not normally require collateral or other security to support credit relationships; however, in certain circumstances this option is available to us.

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We try to mitigate these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the notional amount, term and conditions of the derivative instrument with the underlying risk being hedged. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, our objective is not to hold or issue derivative financial instruments for trading or other speculative purposes.

We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments.

At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.

Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation or investment. In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and amortize the related amounts directly into earnings.

On an ongoing basis, we assess whether derivatives used in hedging transactions are "highly effective" in offsetting changes in the fair value or cash flow of hedged items. For our net investment hedges, we use the dollar offset method to measure effectiveness. For all other hedging programs, we use the long-haul method to assess hedge effectiveness using regression analysis for each hedge relationship. The methodology for assessing hedge effectiveness is applied on a consistent basis for each one of our hedging programs (i.e., interest rate, foreign currency ship construction, foreign currency net investment and fuel). For our regression analyses, we use an observation period of up to three years, utilizing market data relevant to the hedge horizon of each hedge relationship. High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item. If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be highly effective is recognized in earnings.

Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.

We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows. We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the hedged item. Likewise, we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities.

Our exposure to market risk for changes in interest rates primarily relates to our debt obligations including future interest payments. At December 31, 2022 and 2021, approximately 75.0% and 65.7%, respectively, of our debt was effectively fixed-rate debt. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.

Market risk associated with our fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. During the quarter ended September 30, 2022, we redeemed our 5.25% senior unsecured notes due 2022 in full and terminated the related interest rate swap agreements, which resulted in the dedesignation of the fair value hedges and recognition of an immaterial loss representing the fair value hedge carrying amount adjustment on these notes. At December 31, 2022, there were no interest rate swap agreements for fixed-rate debt instruments.


Debt Instrument	Swap Notional as of December 31, 2022 (In thousands)		Maturity	Debt Floating Rate		All-in Swap Fixed Rate
Celebrity Reflection term loan	$	109,083	October 2024	LIBOR plus	0.40%	2.85%
Quantum of the Seas term loan	245,000		October 2026	LIBOR plus	1.30%	3.74%
Anthem of the Seas term loan	271,875		April 2027	LIBOR plus	1.30%	3.86%
Ovation of the Seas term loan	380,417		April 2028	LIBOR plus	1.00%	3.16%
Harmony of the Seas term loan (1)	338,990		May 2028	EURIBOR plus	1.15%	2.26%
Odyssey of the Seas term loan(2)	383,333		October 2032	LIBOR plus	0.96%	3.21%
Odyssey of the Seas term loan(2)	191,667		October 2032	LIBOR plus	0.96%	2.84%
	$	1,920,365

(2) Interest rate swap agreements hedging the term loan of Odyssey of the Seas include LIBOR zero-floors matching the debt LIBOR zero-floor. The effective dates of the $383.3 million and $191.7 million interest rate swap agreements are October 2020 and October 2022, respectively. The unsecured term loan for the financing of Odyssey of the Seas was drawn on March 2021.

Our primary exposure to foreign currency exchange rate risk relates to our ship construction contracts denominated in Euros, our foreign currency denominated debt and our international business operations. We enter into foreign currency forward contracts to manage portions of the exposure to movements in foreign currency exchange rates. As of December 31, 2022, the aggregate cost of our ships on order was $9.8 billion, of which we had deposited $831.6 million as of such date. These amounts do not include any ships placed on order that are contingent upon completion of conditions precedent and/or financing any ships on order by our Partner Brands. Refer to Note 17. Commitments and Contingencies, for further information on our ships on order. At December 31, 2022 and 2021, approximately 52.3% and 59.0%, respectively, of the aggregate cost of the ships under construction was exposed to

On a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements and collar options to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries. During the year ended December 31, 2022, we maintained an average of approximately $1.1 billion of these foreign currency forward contracts. These instruments are not designated as hedging instruments. For the years ended December 31, 2022, 2021 and 2020, changes in the fair value of the foreign currency forward contracts resulted in losses of $(101.8) million, $(30.9) million and $(19.0) million, respectively, which offset gains (losses) arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $93.0 million, $24.3 million and $(1.5) million, respectively. These amounts were recognized in earnings within Other (expense) income in our consolidated statements of comprehensive loss.

We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature. We address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and investments' functional currencies and designating it as a hedge of these subsidiaries and investments. We had designated debt as a hedge of our net investments primarily in TUI Cruises of €433.0 million, or approximately $461.9 million, as of December 31, 2022. As of December 31, 2021, we had designated debt as a hedge of our net investments primarily in TUI Cruises of €97.0 million, or approximately $110.3 million.

Our fuel swap agreements are generally accounted for as cash flow hedges. In the case that our hedged forecasted fuel consumption is not probable of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will be reclassified to Other (expense) income immediately. For hedged forecasted fuel consumption that remains possible of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will remain in accumulated other comprehensive gain or loss until the underlying hedged transactions are recognized in earnings or the related hedged forecasted fuel consumption is deemed probable of not occurring.

Prior suspension of our cruise operations due to the COVID-19 pandemic and our gradual resumption of cruise operations resulted in reductions to our forecasted fuel purchases. During the year ended December 31, 2021, we discontinued cash flow hedge accounting on 0.2 million metric tons of our fuel swap agreements maturing in 2021 and 2022, which resulted in the reclassification of a net $0.7 million loss from Accumulated other comprehensive loss to Other income (expense). During the year ended December 31, 2022, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements. Changes in the fair value of fuel swaps for which cash flow hedge accounting was discontinued are currently recognized in Other (expense) income for each reporting period through the maturity dates of the fuel swaps.

Future suspension of our operations or modifications to our itineraries may affect our expected forecasted fuel purchases which could result in further discontinuance of fuel swap cash flow hedge accounting and the reclassification of deferred gains or losses from Accumulated other comprehensive loss into earnings.

At December 31, 2022, there was $7.9 million of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements that is expected to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months when compared to $23.8 million of estimated unrealized net loss at December 31, 2021. Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.


	Fair Value of Derivative Instruments
	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	As of December 31, 2022		As of December 31, 2021		Balance Sheet Location	As of December 31, 2022		As of December 31, 2021
		Fair Value		Fair Value			Fair Value		Fair Value
Derivatives designated as hedging instruments under ASC 815-20(1)
Interest rate swaps	Other assets	$	115,049	$	—	Other long-term liabilities	$	—	$	62,080
Interest rate swaps	Derivative financial instruments	—		6,478		Derivative Financial Instruments	—		—
Foreign currency forward contracts	Derivative financial instruments	18,892		7,357		Derivative financial instruments	84,953		116,027
Foreign currency forward contracts	Other assets	25,504		2,070		Other long-term liabilities	150		8,813
Fuel swaps	Derivative financial instruments	40,191		31,919		Derivative financial instruments	46,359		7,944
Fuel swaps	Other assets	4,166		13,452		Other long-term liabilities	4,147		1,202
Total derivatives designated as hedging instruments under ASC 815-20		203,802		61,276			135,609		196,066
Derivatives not designated as hedging instruments under ASC 815-20
Fuel swaps	Derivative financial instruments	—		8,430		Derivative financial instruments	—		3,264
Fuel swaps	Other assets	—		102		Other long-term liabilities	—		1,211
Total derivatives not designated as hedging instruments under ASC 815-20		—		8,532			—		4,475
Total derivatives		$	203,802	$	69,808		$	135,609	$	200,541


		Carrying Value
Non-derivative instrument designated as hedging instrument under ASC 815-20	Balance Sheet Location	As of December 31, 2022		As of December 31, 2021
Foreign currency debt	Current portion of long-term debt	$	62,282	$	75,518
Foreign currency debt	Long-term debt	399,577		34,795
		$	461,859	$	110,313


	Location of Gain (Loss) Recognized in Income on Derivative and Hedged Item	Amount of Gain (Loss) Recognized in Income on Derivative						Amount of Gain (Loss) Recognized in Income on Hedged Item
Derivatives and related Hedged Items under ASC 815-20 Fair Value Hedging Relationships		Year Ended December 31, 2022		Year Ended December 31, 2021		Year Ended December 31, 2020		Year Ended December 31, 2022		Year Ended December 31, 2021		Year Ended December 31, 2020
Interest rate swaps	Interest expense, net of interest capitalized	$	(3,569)	$	(1,349)	$	23,819	$	4,534	$	11,083	$	(18,813)
		$	(3,569)	$	(1,349)	$	23,819	$	4,534	$	11,083	$	(18,813)


Line Item in the Statement of Financial Position Where the Hedged Item is Included	Carrying Amount of the Hedged Liabilities				Cumulative amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities
	As of December 31, 2022		As of December 31, 2021		As of December 31, 2022		As of December 31, 2021
Current portion of long-term debt and Long-term debt	$	—	$	655,502	$	—	$	6,428
	$	—	$	655,502	$	—	$	6,428


	Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative
Derivatives under ASC 815-20 Cash Flow Hedging Relationships	Year Ended December 31, 2022		Year Ended December 31, 2021		Year Ended December 31, 2020
Interest rate swaps	$	165,377	$	45,572	$	(112,960)
Foreign currency forward contracts	(145,832)		(203,129)		130,426
Fuel swaps	151,495		140,890		(58,575)
	$	171,040	$	(16,667)	$	(41,109)


Gain (Loss) Recognized in Income (Net Investment Excluded Components)	Year Ended December 31, 2022
Net inception fair value at January 1, 2022	$	(554)
Amount of gain recognized in income on derivatives for the year ended December 31, 2022	554
Amount of loss remaining to be amortized in accumulated other comprehensive loss as of December 31, 2022	—
Fair value at December 31, 2022	$	—


	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)
Non-derivative instruments under ASC 815-20 Net Investment Hedging Relationships	Year Ended December 31, 2022		Year Ended December 31, 2021		Year Ended December 31, 2020
Foreign Currency Debt	$	4,757	$	7,837	$	(28,062)
	$	4,757	$	7,837	$	(28,062)


		Amount of Gain (Loss) Recognized in Income on Derivative
Derivatives Not Designated as Hedging Instruments under ASC 815-20	Location of Gain (Loss) Recognized in Income on Derivative	Year Ended December 31, 2022		Year Ended December 31, 2021		Year Ended December 31, 2020
Foreign currency forward contracts	Other (expense) income	$	(101,837)	$	(30,903)	$	(18,961)
Fuel swaps	Other (expense) income	(108)		33,720		(102,740)
		$	(101,945)	$	2,817	$	(121,701)

Our current interest rate derivative instruments require us to post collateral if our Standard & Poor’s and Moody’s credit ratings fall below specified levels. Specifically, under most of our agreements, if on the fifth anniversary of executing a derivative instrument, or on any succeeding fifth-year anniversary, our credit ratings for our senior unsecured debt is rated below BBB- by Standard & Poor’s and Baa3 by Moody’s, then the counterparty will periodically have the right to demand that we post collateral in an amount equal to the difference between (i) the net market value of all derivative transactions with such counterparty that have reached their fifth year anniversary, to the extent negative, and (ii) the applicable minimum call amount.

The amount of collateral required to be posted will change as, and to the extent, our net liability position increases or decreases by more than the applicable minimum call amount. If our credit rating for our senior unsecured debt is subsequently equal to or above BBB- by Standard & Poor’s or Baa3 by Moody’s, then any collateral posted at such time will be released to us and we will no longer be required to post collateral unless we meet the collateral trigger requirement, generally, at the next fifth-year anniversary.

As of December 31, 2022, our senior unsecured debt credit rating was B by Standard & Poor's and B3 by Moody's. As of December 31, 2022, five of our interest rate derivative hedges had reached their fifth-year anniversary; however, the net market value for these derivative hedges were in a net asset position, and accordingly, we were not required to post any collateral as of such date.