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CARNIVAL PLC - Quarter Report: 2024 May (Form 10-Q)

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
32
Item 4.
Controls and Procedures
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PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
33
Item 1A.
Risk Factors
33
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
33
Item 5.
Other Information
34
Item 6.
Exhibits
35
SIGNATURES
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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in millions, except per share data)
 
 Three Months Ended May 31,Six Months Ended
May 31,
 2024202320242023
Revenues
  Passenger ticket$ $ $ $ 
Onboard and other    
    
Operating Expenses
  Commissions, transportation and other    
  Onboard and other    
  Payroll and related    
  Fuel    
  Food    
  Other operating    
Cruise and tour operating expenses    
Selling and administrative    
Depreciation and amortization    
Other  
Net cash provided by (used in) investing activities()()
FINANCING ACTIVITIES
Repayments of short-term borrowings ()
Principal repayments of long-term debt()()
Debt issuance costs()()
Debt extinguishment costs() 
Proceeds from issuance of long-term debt  
Proceeds from issuance of common stock  
Proceeds from issuance of common stock under the Stock Swap Program  
Purchase of treasury stock under the Stock Swap Program ()
Other() 
Net cash provided by (used in) financing activities()()
Effect of exchange rate changes on cash, cash equivalents and restricted cash() 
Net increase (decrease) in cash, cash equivalents and restricted cash()()
Cash, cash equivalents and restricted cash at beginning of period  
Cash, cash equivalents and restricted cash at end of period$ $ 

The accompanying notes are an integral part of these consolidated financial statements.
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CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in millions)
Three Months Ended
Common
stock		Ordinary
shares		Additional
paid-in
capital		Retained
earnings
(accumulated deficit)		AOCITreasury
stock		Total shareholders’ equity
At February 29, 2024$ $ $ $()$()$()$ 
Net income (loss)— — —  — —  
Other comprehensive income (loss)— — — —  —  
Share-based compensation and other— —  — — —  
At May 31, 2024$ $ $ $ $()$()$ 
At February 28, 2023$ $ $ $()$()$()$ 
Net income (loss)— — — ()— — ()
Other comprehensive income (loss)— — — —  —  
Issuances of common stock, net— —  — — —  
Conversion of Convertible Notes — —  — — —  
Purchases and issuances under the Stock Swap program, net— —  — — () 
Issuance of treasury shares for vested share-based awards— — ()— —   
Share-based compensation and other— —  — — () 
At May 31, 2023$ $ $ $()$()$()$ 
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Six Months Ended
Common
stock		Ordinary
shares		Additional
paid-in
capital		Retained
earnings
(accumulated deficit)		AOCITreasury
stock		Total shareholders’ equity
At November 30, 2023$ $ $ $ $()$()$ 
Net income (loss)— — — ()— — ()
Other comprehensive income (loss)— — — —  —  
Issuance of treasury shares for vested share-based awards— — ()— —   
Share-based compensation and other— —  — — () 
At May 31, 2024$ $ $ $ $()$()$ 
At November 30, 2022$ $ $ $ $()$()$ 
Change in accounting principle (a)— — ()()— — ()
Net income (loss)— — — ()— — ()
Other comprehensive income (loss)— — — —  —  
Issuances of common stock, net— —  — — —  
Conversion of Convertible Notes— —  — — —  
Purchases and issuances under the Stock Swap program, net— —  — — () 
Issuance of treasury shares for vested share-based awards— — ()— —   
Share-based compensation and other— —  — — () 
At May 31, 2023$ $ $ $()$()$()$ 
(a)

The accompanying notes are an integral part of these consolidated financial statements.

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CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 –


For 2023, we reclassified $ million from restricted cash to prepaid expenses and other in the Consolidated Balance Sheets and $ million from other financing activities to debt issuance costs in the Consolidated Statements of Cash Flows to conform to the current year presentation.

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phase-in period. The ETS regulates emissions through a “cap and trade” principle, where a cap is set on the total amount of certain emissions that can be emitted and requires us to procure emission allowances for certain emissions inside EU waters (as defined in the ETS). We record emission allowances at cost within prepaid expenses and other or other assets, based on the timing of when they are required to be surrendered. We record expense for emissions inside EU waters within fuel expense in the period incurred. As of May 31, 2024, the cost of allowances purchased was $ million. For the three and six months ended May 31, 2024, expense for ETS emissions were not material.

NOTE 2 –

 million and $ million. The proceeds that we collect from the sales of third-party shore excursions are included in onboard and other revenues and the related costs are included in onboard and other costs. The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted to them, are included in onboard and other revenues as concession revenues. All of these amounts are recognized on a completed voyage or pro rata basis as discussed above.

Passenger ticket revenues include fees, taxes and charges collected by us from our guests. The fees, taxes and charges that vary with guest head counts are expensed in commissions, transportation and other costs when the corresponding revenues are recognized. The remaining portion of fees, taxes and charges are generally expensed in other operating expenses when the corresponding revenues are recognized.

Revenues and expenses from our hotel and transportation operations, which are included in our Tour and Other segment, are recognized at the time the services are performed.

Customer Deposits

Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage. Cash received from guests in advance of the cruise is recorded in customer deposits and in other long-term liabilities on our Consolidated Balance Sheets. These amounts include refundable deposits. In certain situations, we have provided flexibility to guests by allowing guests to rebook at a future date, receive future cruise credits (“FCCs”) or elect to receive refunds in cash. We record a liability for FCCs to the extent we have received and not refunded cash from guests for cancelled bookings. We had total customer deposits of $ billion as of May 31, 2024 and $ billion as of November 30, 2023, which includes approximately $ million of unredeemed FCCs as of May 31, 2024, of which approximately $ million are refundable. At November 30, 2023, we had approximately $ million of unredeemed FCCs, of which $ million were refundable. During the six months ended May 31, 2024 and 2023, we recognized revenues of $ billion and $ billion related to our customer deposits as of November 30, 2023 and 2022. Our customer deposits balance changes due to the seasonal nature of cash collections, which typically results from higher ticket prices and occupancy levels during the third quarter, the recognition of revenue, refunds of customer deposits and foreign currency changes.

Trade and Other Receivables

Although we generally require full payment from our customers prior to or concurrently with their cruise, we grant credit terms to a relatively small portion of our revenue source. We have receivables from credit card merchants and travel agents for cruise
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 million as of May 31, 2024 and $ million as of November 30, 2023.

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NOTE 3 –

%$ $ Notes (c)Aug 2027%  NotesAug 2028%  NotesAug 2029%  LoansEUR floating rate (c)Jun 2025
EURIBOR + %
  Floating rateAug 2027 - Oct 2028
SOFR + % (d)
            Total Secured Subsidiary Guaranteed  Senior Priority Subsidiary GuaranteedNotesMay 2028%  Unsecured Subsidiary GuaranteedNotesConvertible NotesOct 2024%  NotesMar 2026%  EUR Notes (c)Mar 2026%  Notes (c)Mar 2027%  Convertible NotesDec 2027%  NotesMay 2029%  EUR NotesJan 2030%  NotesJun 2030%  LoansEUR floating rate (e)Apr 2025 - Mar 2026
EURIBOR + - %
  Export Credit FacilitiesFloating rateDec 2031
SOFR + % (f)
  Fixed rateAug 2027 - Dec 2032
- %
  EUR floating rateMar 2025 - Nov 2034
EURIBOR + - %
  EUR fixed rateFeb 2031 - Jul 2037
- %
            Total Unsecured Subsidiary Guaranteed  Unsecured Notes (No Subsidiary Guarantee)NotesJan 2028%  EUR NotesOct 2029%            Total Unsecured Notes (No Subsidiary Guarantee)  Total Debt  Less: unamortized debt issuance costs and discounts()()Total Debt, net of unamortized debt issuance costs and discounts  Less: current portion of long-term debt()()Long-Term Debt$ $ 

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% to % floors.
(b)The above debt table excludes the impact of any outstanding derivative contracts.
(c)See “Debt Prepayments” below.
(d)As part of the repricing of our senior secured term loans, we amended the loans’ margin from % – % (inclusive of credit adjustment spread) to %. See “Repricing of senior secured term loans” below.
(e)The maturity of the principal amount of $ million was extended from April 2024 to April 2025.
(f)Includes applicable credit adjustment spread.

Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding the following:
•$ billion of senior priority notes (the “2028 Senior Priority Notes”), issued by Carnival Holdings (Bermuda) Limited (“Carnival Holdings”), a subsidiary of Carnival Corporation
•$ billion under a term loan facility of Costa Crociere S.p.A. (“Costa”), a subsidiary of Carnival plc
•$ billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation
•$ billion under an export credit facility of Sun Princess II Limited, a subsidiary of Carnival Corporation

In addition, Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”) will be the primary obligor under a $ billion multi-currency revolving facility (“New Revolving Facility”) when the New Revolving Facility replaces our Revolving Facility upon its maturity in August 2024. See “Revolving Facilities.”

All of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the following:
•Up to $ million of the Costa term loan facility, which is guaranteed by certain subsidiaries of Carnival plc and Costa that do not guarantee our other outstanding debt
•Our 2028 Senior Priority Notes, issued by Carnival Holdings, which does not guarantee our other outstanding debt
•The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt

 2025 2026 2027 2028 Thereafter Total$ 

Revolving Facilities

We had $ billion available for borrowing under our Revolving Facility as of May 31, 2024. We may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2024, subject to satisfaction of the conditions in the facility.

Carnival Holdings II has a $ billion New Revolving Facility which may be utilized from August 2024 through August 2027, replacing our Revolving Facility upon its maturity in August 2024. The New Revolving Facility was extended from 2025 to 2027 and contains an accordion feature, which Carnival Holdings II partially exercised in 2024 to increase commitments from $ billion to $ billion. The accordion feature allows for further additional commitments not to exceed the aggregate commitments under our Revolving Facility.

Repricing of Senior Secured Term Loans

In April 2024, we entered into amendments with the lender syndicate to reprice $ billion of our first-priority senior secured term loan facility maturing in 2028 and $ billion of our senior secured term loan facility maturing in 2027, which are included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above.

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 million aggregate principal amount of % senior unsecured notes due 2030. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the % senior unsecured notes due 2026.

Debt Prepayments

During the six months ended May 31, 2024, we made prepayments for the following debt instruments:

•Euro-denominated tranche of our first-priority senior secured term loan facility maturing in 2025
•First-priority senior secured term loan facilities maturing in 2027 and 2028
•% second-priority secured notes due 2027
•% senior unsecured notes due 2026
•% senior unsecured notes due 2027

The aggregate amount of these prepayments was $ billion.

Export Credit Facility Borrowings

During the six months ended May 31, 2024, we borrowed $ billion under export credit facilities due in semi-annual installments through 2036. As of May 31, 2024, the net book value of the vessels subject to negative pledges was $ billion.

Collateral and Priority Pool

As of May 31, 2024, the net book value of our ships and ship improvements, excluding ships under construction, is $ billion. Our secured debt is secured on a first-priority basis by certain collateral, which includes vessels and certain assets related to those vessels and material intellectual property (combined net book value of approximately $ billion, including $ billion related to vessels and certain assets related to those vessels) as of May 31, 2024 and certain other assets.

As of May 31, 2024, $ billion in net book value of our ships and ship improvements relate to the priority pool vessels included in the priority pool of unencumbered vessels (the “Senior Priority Notes Subject Vessels”) for our 2028 Senior Priority Notes and $ billion in net book value of our ship and ship improvements relate to the priority pool vessels included in the priority pool of unencumbered vessels (the “New Revolving Facility Subject Vessels”) for our New Revolving Facility. As of May 31, 2024, there was change in the identity of the Senior Priority Notes Subject Vessels or the New Revolving Facility Subject Vessels.

Covenant Compliance

As of May 31, 2024, our Revolving Facility, New Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below:

•Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) (the “Interest Coverage Covenant”) as follows:
◦For certain of our unsecured loans and our New Revolving Facility, from the end of each fiscal quarter from August 31, 2024, at a ratio of not less than to 1.0 for each testing date occurring from August 31, 2024 until May 31, 2025, at a ratio of not less than to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates.
◦For our export credit facilities, from the end of each fiscal quarter from May 31, 2024, at a ratio of not less than to 1.0 for each testing date occurring from May 31, 2024 until May 31, 2025, at a ratio of not less than to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than to 1.0 for the February 28, 2026 testing date onwards.
•For certain of our unsecured loans and export credit facilities, maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $ billion.
•Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed %.
•Maintain minimum liquidity of $ billion.
•Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating if the Company reaches an investment grade credit rating in accordance with the agreement governing the New Revolving Facility).
•Limit the amounts of our secured assets as well as secured and other indebtedness.
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NOTE 4 –

 million plus $ million in fees and costs. We have filed an appeal. Oral argument was held on May 17, 2024.

As of May 31, 2024, purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed. These actions include claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships. On October 24, 2023, the court in the Australian matter held that we were liable for negligence and for breach of consumer protection warranties as it relates to the lead plaintiff. The court ruled that the lead plaintiff was not entitled to any pain and suffering or emotional distress damages on the negligence claim and awarded medical costs. In relation to the consumer protection warranties claim, the court found that distress and disappointment damages amounted to no more than the refund already provided to guests and therefore made no further award. Further proceedings will determine the applicability of this ruling to the remaining class participants. We continue to take actions to defend against the above claims. We believe the ultimate outcome of these matters will not have a material impact on our consolidated financial statements.

Regulatory or Governmental Inquiries and Investigations

We have been, and may continue to be, impacted by breaches in data security and lapses in data privacy, which occur from time to time. These can vary in scope and range from inadvertent events to malicious motivated attacks.

We have incurred legal and other costs in connection with cyber incidents that have impacted us. The penalties and settlements paid in connection with cyber incidents over recent years were not material. While these incidents did not have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future attacks, incidents or litigation that could have such a material adverse effect.

On March 14, 2022, the U.S. Department of Justice and the U.S. Environmental Protection Agency notified us of potential civil penalties and injunctive relief for alleged Clean Water Act violations by owned and operated vessels covered by the 2013 Vessel General Permit. We are working with these agencies to reach a resolution of this matter. We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

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 million and $ million in reserve funds. Additionally, as of May 31, 2024 and November 30, 2023, we had $ million and $ million in compensating deposits we are required to maintain. These balances are included within other assets as of May 31, 2024.

Ship Commitments

As of May 31, 2024, our new ship growth capital commitments were $ billion for the remainder of 2024 and $ billion, $ billion, $ billion and $ billion for the years ending November 30, 2025, 2026, 2027 and 2028.

NOTE 5 –

 $ $ $ $ $ $ $ Floating rate debt (a)        Total$ $ $ $ $ $ $ $ 
 
(a)The debt amounts above do not include the impact of interest rate swaps or debt issuance costs and discounts. The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2. The fair values of our other debt were estimated based on current market interest rates being applied to this debt.

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 $— $— $ $— $— Derivative financial instruments—  — —  — Total$ $ $— $ $ $— LiabilitiesDerivative financial instruments$ $ $ $ $ $ Total$— $— $— $— $ $— 

(a)Consists of money market funds and cash investments with original maturities of less than 90 days.

 million.  $ $ Exchange movements ()()May 31, 2024$ $ $ 

 $ Other assets  Derivatives not designated as hedging instrumentsInterest rate swaps (a)Prepaid expenses and other  

    Convertible Notes    Total antidilutive securities    

NOTE 8 –

 $ Restricted cash (included in prepaid expenses and other and other assets)  Total cash, cash equivalents and restricted cash (Consolidated Statements
of Cash Flows)$ $ 

NOTE 9 –

    
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Concerning Factors That May Affect Future Results

Some of the statements, estimates or projections contained in this Quarterly Report on Form 10-Q are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to us, including some statements concerning future results, operations, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are statements that could be deemed forward-looking. These statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and the beliefs and assumptions of our management. We have tried, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and similar expressions of future intent or the negative of such terms.
Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by our forward-looking statements. This note contains important cautionary statements of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. These factors include, but are not limited to, the following:
•Events and conditions around the world, including geopolitical uncertainty, war and other military actions, inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel have led, and may in the future lead, to a decline in demand for cruises as well as negative impacts to our operating costs and profitability.
•Pandemics have in the past and may in the future have a significant negative impact on our financial condition and operations.
•Incidents concerning our ships, guests or the cruise industry have in the past and may, in the future, negatively impact the satisfaction of our guests and crew and lead to reputational damage.
•Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and have in the past and may, in the future, lead to litigation, enforcement actions, fines, penalties and reputational damage.
•Factors associated with climate change, including evolving and increasing regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could adversely affect our business.
•Inability to meet or achieve our targets, goals, aspirations, initiatives, and our public statements and disclosures regarding them, including those that are related to sustainability matters, may expose us to risks that may adversely impact our business.
•Breaches in data security and lapses in data privacy as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and may lead to reputational damage.
•The loss of key team members, our inability to recruit or retain qualified shoreside and shipboard team members and increased labor costs could have an adverse effect on our business and results of operations.
•Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs.
•We rely on supply chain vendors who are integral to the operations of our businesses. These vendors and service providers may be unable to deliver on their commitments, which could negatively impact our business.
•Fluctuations in foreign currency exchange rates may adversely impact our financial results.
•Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our cruise sales, pricing and destination options.
•Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests.
•We require a significant amount of cash to service our debt and sustain our operations. Our ability to generate cash depends on many factors, including those beyond our control, and we may not be able to generate cash required to service our debt and sustain our operations.
•Our substantial debt could adversely affect our financial health and operating flexibility.


The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood. Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by our substantial debt
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balance incurred during the pause of our guest cruise operations. There may be additional risks that we consider immaterial or which are unknown.

Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals (including climate change and environmental-related matters). In addition, historical, current, and forward-looking sustainability- and climate-related statements may be based on standards and tools for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions and predictions that are subject to change in the future and may not be generally shared.

New Accounting Pronouncements

Refer to Note 1 - “General, Accounting Pronouncements” of the consolidated financial statements for additional discussion regarding Accounting Pronouncements.

Critical Accounting Estimates

For a discussion of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that is included in the Form 10-K.

Seasonality

Our passenger ticket revenues are seasonal. Demand for cruises has been greatest during our third quarter, which includes the Northern Hemisphere summer months. This higher demand during the third quarter results in higher ticket prices and occupancy levels and, accordingly, the largest share of our operating income is typically earned during this period. Our results are also impacted by ships being taken out-of-service for planned maintenance, which we schedule during non-peak seasons. In addition, substantially all of Holland America Princess Alaska Tours’ revenue and operating income is generated from May through September in conjunction with Alaska’s cruise season.

Known Trends and Uncertainties

•We believe the volatility in the price of fuel and foreign currency exchange rates are reasonably likely to impact our profitability.
•We believe a global minimum tax could affect us in 2026, with the potential for a one-year deferral. Prior to any mitigating actions, we believe the annual impact could be approximately $200 million. We continue to evaluate the impact of these rules and are currently evaluating a variety of mitigating actions to minimize the impact. The application of the rules continues to evolve, and its outcome may alter our tax obligations in certain countries in which we operate.
•We believe the increasing global focus on climate change, including the reduction of greenhouse gas emissions and new and evolving regulatory requirements, is reasonably likely to have a material negative impact on our future financial results. We became subject to the EU ETS on January 1, 2024, which includes a three-year phase-in period. The impact in 2024 will be approximately $50 million.

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Statistical Information
Three Months Ended
May 31,		Six Months Ended
May 31,
2024202320242023
Passenger Cruise Days (“PCDs”) (in millions) (a)
24.3 21.8 47.8 42.0 
Available Lower Berth Days (“ALBDs”) (in millions) (b) (c)
23.5 22.3 46.5 44.3 
Occupancy percentage (d)104 %98 %103 %95 %
Passengers carried (in millions)
3.3 3.0 6.3 5.7 
Fuel consumption in metric tons (in millions)
0.7 0.7 1.5 1.5 
Fuel consumption in metric tons per thousand ALBDs31.9 32.5 31.8 33.0 
Fuel cost per metric ton consumed (excluding European Union Allowance)$684 $677 $685 $704 
Currencies (USD to 1)
AUD$0.66 $0.67 $0.66 $0.68 
CAD$0.73 $0.74 $0.74 $0.74 
EUR$1.08 $1.08 $1.08 $1.08 
GBP$1.26 $1.23 $1.26 $1.23 

Item 4. Controls and Procedures.

A. Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our President, Chief Executive Officer and Chief Climate Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of May 31, 2024, that they are effective to provide a reasonable level of assurance, as described above.

B. Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended May 31, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The legal proceedings described in Note 4 – “Contingencies and Commitments” of our consolidated financial statements, including those described under “Regulatory or Governmental Inquiries and Investigations,” are incorporated in this “Legal Proceedings” section by reference. Additionally, SEC rules require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we believe may exceed $1 million for such proceedings.

On June 20, 2022, Princess Cruises notified the Australian Maritime Safety Authorization (“AMSA”) and the flag state, Bermuda, regarding approximately six cubic meters of comminuted food waste (liquid biodigester effluent) inadvertently released by Coral Princess inside the Great Barrier Reef Marine Park. On June 23, 2022, the UK P&I Club N.V. provided a letter of undertaking for approximately $1.9 million (being the estimated maximum combined penalty). On May 31, 2023, we received a summons from the Australia Federal Prosecution Service indicating that formal charges are being pursued against Princess Cruises and the Captain of the vessel. We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

On February 5, 2024, P&O Cruises (Australia) notified AMSA and the UK Marine Accident Investigation Branch that a small amount of oil may have inadvertently contaminated grey water which was discharged by Pacific Adventure in the Great Barrier Reef Marine Park, Queensland. We are conducting an internal investigation and intend to cooperate with any inquiries from governmental authorities. We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

Item 1A. Risk Factors.

The risk factors that affect our business and financial results are discussed in “Item 1A. Risk Factors,” included in the Form 10-K, and there has been no material change to these risk factors since the Form 10-K filing. These risks should be carefully considered, and could materially and adversely affect our results, operations, outlooks, plans, goals, growth, reputation, cash flows, liquidity, and stock price. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

A.Stock Swap Program

Our Stock Swap Program allows us to realize a net cash benefit when Carnival Corporation common stock is trading at a premium to the price of Carnival plc ordinary shares. Under the Stock Swap Program, we may elect to offer and sell shares of Carnival Corporation common stock at prevailing market prices in ordinary brokers’ transactions and repurchase an equivalent number of Carnival plc ordinary shares in the UK market.

Under the Stock Swap Program effective June 2021, the Boards of Directors authorized the sale of up to $500 million of shares of Carnival Corporation common stock in the U.S. market and the repurchase of an equivalent number of Carnival plc ordinary shares.

We may in the future implement a program to allow us to realize a net cash benefit when Carnival plc ordinary shares are trading at a premium to the price of Carnival Corporation common stock.

Any sales of Carnival Corporation common stock and Carnival plc ordinary shares have been or will be registered under the Securities Act of 1933, as amended. Since the beginning of the Stock Swap Program, first authorized in June 2021, we have sold 17.2 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $29 million. During the three months ended May 31, 2024, there were no sales or repurchases under the Stock Swap Program. During the three months ended May 31, 2024, no shares of Carnival Corporation common stock or Carnival plc ordinary shares were repurchased.

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Item 5. Other Information.

C.Trading Plans

During the quarter ended May 31, 2024, no director or Section 16 officer or any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
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Item 6. Exhibits.
INDEX TO EXHIBITS
Incorporated by ReferenceFiled/
Furnished
Herewith
Exhibit
Number 		Exhibit DescriptionFormExhibitFiling
Date
Articles of incorporation and by-laws
3.1   8-K3.14/17/2003
3.2   8-K3.14/20/2009
3.3   8-K3.34/20/2009
Material Contracts
10.1X
10.2X
10.3X
10.4X
10.5X
10.6X
10.7X
Rule 13a-14(a)/15d-14(a) certifications
31.1X
31.2X
31.3X
31.4X
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INDEX TO EXHIBITS
Incorporated by ReferenceFiled/
Furnished
Herewith
Exhibit
Number 		Exhibit DescriptionFormExhibitFiling
Date
Section 1350 certifications
32.1*X
32.2*X
32.3*X
32.4*X
Interactive Data File
101
The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2024, as filed with the Securities and Exchange Commission on June 27, 2024, formatted in Inline XBRL, are as follows:
(i) the Consolidated Statements of Income (Loss) for the three and six months ended May 31, 2024 and 2023;
X
(ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended May 31, 2024 and 2023;
X
(iii) the Consolidated Balance Sheets at May 31, 2024 and November 30, 2023;
X
(iv) the Consolidated Statements of Cash Flows for the six months ended May 31, 2024 and 2023;
X
(v) the Consolidated Statements of Shareholders’ Equity for the three and six months ended May 31, 2024 and 2023;
X
(vi) the notes to the consolidated financial statements, tagged in summary and detail.X
104
The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2024, as filed with the Securities and Exchange Commission on June 27, 2024, formatted in Inline XBRL (included as Exhibit 101).
*These items are furnished and not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CARNIVAL CORPORATIONCARNIVAL PLC
/s/ Josh Weinstein/s/ Josh Weinstein
Josh WeinsteinJosh Weinstein
President, Chief Executive Officer and Chief Climate OfficerPresident, Chief Executive Officer and Chief Climate Officer
/s/ David Bernstein/s/ David Bernstein
David BernsteinDavid Bernstein
Chief Financial Officer and Chief Accounting OfficerChief Financial Officer and Chief Accounting Officer
Date: June 27, 2024Date: June 27, 2024


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