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

Other() Net cash provided by (used in) investing activities()()FINANCING ACTIVITIESPrincipal repayments of long-term debt()()Debt issuance costs()()Debt extinguishment costs() Proceeds from issuance of long-term debt 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)

AOCI

Treasury
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 February 29, 2024

()

At November 30, 2022

()

Change in accounting principle (a)

—

()

—

()

Net income (loss)

—

()

—

()

Other comprehensive income (loss)

—

Issuance of treasury shares for vested share-based awards

—

()

—

Share-based compensation and other

—

()

At February 28, 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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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 February 29, 2024 and $ billion as of November 30, 2023, which includes approximately $ million of unredeemed FCCs as of February 29, 2024, of which approximately $ million are refundable. At February 28, 2023, we had approximately $ million of unredeemed FCCs, of which $ million were refundable. During the three months ended February 29/28, 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 ticket purchases and onboard revenue. These receivables are included within trade and other receivables, net and are less allowances for expected credit losses. We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations. Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a capped reserve fund in cash.

Contract Costs

We recognize incremental travel agent commissions and credit and debit card fees incurred as a result of obtaining the ticket contract as assets when paid prior to the start of a voyage. We record these amounts within prepaid expenses and other and subsequently recognize these amounts as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation. We had incremental costs of obtaining contracts with customers recognized as assets of $ million as of February 29, 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 (d)Jun 2025

EURIBOR + %

Floating rateAug 2027 - Oct 2028

SOFR + - % (e)

Total Secured Subsidiary Guaranteed Senior Priority Subsidiary GuaranteedNotesMay 2028% Unsecured Subsidiary GuaranteedNotesConvertible NotesOct 2024% NotesMar 2026% EUR NotesMar 2026% Notes (c)Mar 2027% Convertible NotesDec 2027% NotesMay 2029% NotesJun 2030% LoansEUR floating rateApr 2024 - Mar 2026

EURIBOR + - %

Export Credit FacilitiesFloating rateDec 2031

SOFR + % (e)

Fixed rateAug 2027 - Dec 2032

- %

EUR floating rateMay 2024 - 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 Remainder of 2024$ 2025 (a) 2026 2027 2028 Thereafter Total$

(a)Subsequent to February 29, 2024, we prepaid $ million of our euro floating rate loan originally scheduled to mature in 2025.

Revolving Facilities

We had $ billion available for borrowing under our Revolving Facility as of February 29, 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 February 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.

Extinguishments

During the three months ended February 29, 2024, we extinguished an aggregate principal amount of $ million of our % senior notes and % second-priority secured notes due 2027.

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billion under export credit facilities due in semi-annual installments through 2036. As of February 29, 2024, the net book value of the vessels subject to negative pledges was $ billion.

Collateral and Priority Pool

As of February 29, 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 February 29, 2024 and certain other assets.

As of February 29, 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 Vessels”) for our New Revolving Facility. As of February 29, 2024, there was change in the identity of the Senior Priority Notes Subject Vessels or the New Revolving Facility Vessels.

Covenant Compliance

As of March 26, 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 % for the February 29, 2024 testing date, following which it will be tested at % from the May 31, 2024 testing date onwards.

•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.

At February 29, 2024, we were in compliance with the applicable covenants under our debt agreements. Generally, if an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-acceleration clauses therein, substantially all of our outstanding debt and derivative contract payables could become due, and our debt and derivative contracts could be terminated. Any financial covenant amendment may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable.

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NOTE 4 –

million plus $ million in fees and costs. We have filed an appeal. Oral argument has been scheduled for May 17, 2024.

COVID-19 Actions

We have been named in a number of individual actions related to COVID-19. These actions include tort claims based on a variety of theories, including negligence and failure to warn. The plaintiffs in these actions allege a variety of injuries: some plaintiffs confined their claim to emotional distress, while others allege injuries arising from testing positive for COVID-19. A smaller number of actions include wrongful death claims. Substantially all of these individual actions have now been dismissed or settled for immaterial amounts.

As of February 29, 2024, purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending. 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. Additionally, on December 6, 2023, the High Court of Australia ruled on appeal that United States and United Kingdom passengers were properly included in the class, regardless of the ticket contract terms applicable to those passengers. We believe the ultimate outcome of these matters will not have a material impact on our consolidated financial statements.

All COVID-19 matters seek monetary damages and most seek additional punitive damages in unspecified amounts.

We continue to take actions to defend against the above claims.

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.

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million and $ million in reserve funds. Additionally, as of February 29, 2024 and November 30, 2023, we had $ million in compensating deposits we are required to maintain. These balances are included within other assets as of February 29, 2024.

Ship Commitments

As of February 29, 2024, and including commitments entered into subsequent to February 29, 2024 (contingent on financing which is expected to be completed in 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 –

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$ $ $ $ $ $ $ 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.

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

million. $ $ Exchange movements ()()February 29, 2024$ $ $

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$ Derivatives not designated as hedging instrumentsInterest rate swaps (a)Prepaid expenses and other Total derivative assets$ $ Derivative liabilitiesDerivatives designated as hedging instrumentsCross currency swaps (b)Other long-term liabilities$ $ Interest rate swaps (a)Other long-term liabilities Total derivative liabilities$ $

(a)We have interest rate swaps whereby we receive floating interest rate payments in exchange for making fixed interest rate payments. These interest rate swap agreements effectively changed $ million at February 29, 2024 and November 30, 2023 of EURIBOR-based floating rate euro debt to fixed rate euro debt, and $ billion at February 29, 2024 of SOFR-based variable rate debt to fixed rate debt. As of February 29, 2024 and November 30, 2023, the EURIBOR-based interest rate swaps settle through 2025 and were not designated as cash flow hedges; the SOFR-based interest rate swaps settle through 2027 and were designated as cash flow hedges.

(b)At November 30, 2023, we had a cross currency swap with a notional amount of $ million that was designated as a hedge of our net investment in foreign operations with euro-denominated functional currencies. This cross currency swap was terminated in January 2024.

Our derivative contracts include rights of offset with our counterparties. As of February 29, 2024 and November 30, 2023, there was no netting for our derivative assets and liabilities. The amounts that were not offset in the balance sheet were not material.

Cross currency swaps – net investment hedges - excluded component

$ $()Interest rate swaps – cash flow hedges$ $ (Gains) losses reclassified from AOCI – cash flow hedges:Interest rate swaps – Interest expense, net of capitalized interest$()$()

Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges)

Cross currency swaps – Interest expense, net of capitalized interest

$ $

The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three months ended February 29, 2024 and estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months are not material.

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billion for newbuilds scheduled to be delivered through 2027.

The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than our cruise brands’ functional currency will be affected by foreign currency exchange rate fluctuations. These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships.

Interest Rate Risks

We manage our exposure to fluctuations in interest rates through our debt portfolio management and investment strategies. We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps and the issuance of new debt.

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NOTE 6 –

reportable segments are comprised of (1) NAA cruise operations, (2) Europe cruise operations (“Europe”), (3) Cruise Support and (4) Tour and Other.

Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of our cruise brands. Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations.

$ $ $ $ Europe Cruise Support ()Tour and Other ()$ $ $ $ $ 2023NAA$ $ $ $ $ Europe ()Cruise Support ()Tour and Other ()$ $ $ $ $() $ Europe Australia Other $ $

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NOTE 7 –

)$()Weighted-average shares outstanding Diluted weighted-average shares outstanding Basic earnings per share$()$()Diluted earnings per share$()$()

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)$ $

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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 document 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.

Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:


•Pricing			•Adjusted net income (loss)
•Booking levels			•Adjusted EBITDA
•Occupancy			•Adjusted earnings per share
•Interest, tax and fuel expenses			•Adjusted free cash flow
•Currency exchange rates			•Net per diems
•Goodwill, ship and trademark fair values			•Net yields
•Liquidity and credit ratings			•Adjusted cruise costs per ALBD
•Investment grade leverage metrics			•Adjusted cruise costs excluding fuel per ALBD
•Estimates of ship depreciable lives and residual values			•Adjusted return on invested capital

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. Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by our substantial debt balance incurred during the pause of our guest cruise operations. There may be additional risks that we consider immaterial or which are unknown. 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.

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•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.

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.

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•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.

Statistical Information


	Three Months Ended February 29/28,
	2024			2023
Passenger Cruise Days (“PCDs”) (in millions) (a)	23.5			20.2
Available Lower Berth Days (“ALBDs”) (in millions) (b) (c)	23.0			22.1
Occupancy percentage (d)	102		%	91		%
Passengers carried (in millions)	3.0			2.7

Fuel consumption in metric tons (in millions)	0.7			0.7
Fuel consumption in metric tons per thousand ALBDs	31.8			33.4
Fuel cost per metric ton consumed (excluding European Union Allowance (“EUA”))	$	686		$	730
EUA cost per metric ton of emissions	$	81		$	—
EUA expense (in millions)	$	3		$	—

Currencies (USD to 1)
AUD	$	0.66		$	0.69
CAD	$	0.74		$	0.74
EUR	$	1.09		$	1.07
GBP	$	1.27		$	1.22

Notes to Statistical Information

(a)PCD represents the number of cruise passengers on a voyage multiplied by the number of revenue-producing ship operating days for that voyage.

(b)ALBD is a standard measure of passenger capacity for the period that we use to approximate rate and capacity variances, based on consistently applied formulas that we use to perform analyses to determine the main non-capacity driven factors that cause our cruise revenues and expenses to vary. ALBDs assume that each cabin we offer for sale accommodates two passengers and is computed by multiplying passenger capacity by revenue-producing ship operating days in the period.

(c)For the three months ended February 29, 2024 compared to the three months ended February 28, 2023, we had a 4.2% capacity increase in ALBDs comprised of a 3.1% capacity increase in our NAA segment and a 6.1% capacity increase in our Europe segment.

Our NAA segment’s capacity increase was caused by the impacts from:

•One Carnival Cruise Line 4,090-passenger capacity ship transferred from Costa Cruises and entered into service in May 2023

•One Seabourn 260-passenger capacity ship that entered into service in July 2023

•One Carnival Cruise Line 5,360-passenger capacity ship that entered into service in December 2023

•One Princess Cruises 4,310-passenger capacity ship that entered into service in February 2024

The increase in our NAA segment’s capacity was partially offset by more ship dry-dock days in 2024 compared to 2023.

Our Europe segment’s capacity increase was caused by the impacts from:

•The return to service of two ships as part of the completion of our return to guest cruise operations

•One P&O Cruises (UK) 5,280-passenger capacity ship that entered into service in December 2022

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The increase in our Europe segment’s capacity was partially offset by the impacts from:

•One Costa Cruises 4,090-passenger capacity ship that was transferred to Carnival Cruise Line in March 2023

•One AIDA Cruises 1,270-passenger capacity ship removed from service in November 2023

•One Costa Cruises 4,240-passenger capacity ship that was transferred to Carnival Cruise Line in February 2024 and is scheduled to enter service in April 2024

(d)Occupancy, in accordance with cruise industry practice, is calculated using a numerator of PCDs and a denominator of ALBDs, which assumes two passengers per cabin even though some cabins can accommodate three or more passengers. Percentages in excess of 100% indicate that on average more than two passengers occupied some cabins.

Three Months Ended February 29, 2024 (“2024”) Compared to Three Months Ended February 28, 2023 (“2023”)

Revenues

Consolidated

Passenger ticket revenues made up 67% of our 2024 total revenues. Passenger ticket revenues increased by $747 million, or 26%, to $3.6 billion in 2024 from $2.9 billion in 2023.

This increase was caused by:

•$352 million - 12% increase in occupancy

•$252 million - increase in passenger ticket revenues driven by continued strength in demand, which drove ticket prices higher

•$120 million - 4.2% capacity increase in ALBDs

•$32 million - net favorable foreign currency translational impact

The remaining 33% of 2024 total revenues was comprised of onboard and other revenues, which increased by $227 million, or 15%, to $1.8 billion in 2024 from $1.6 billion in 2023.

This increase was principally due to:

•$147 million - 12% increase in occupancy

•$56 million - 4.2% capacity increase in ALBDs

NAA Segment

Passenger ticket revenues made up 63% of our NAA segment’s 2024 total revenues. Passenger ticket revenues increased by $376 million, or 20%, to $2.3 billion in 2024 from $1.9 billion in 2023.

This increase was caused by:

•$216 million - increase in passenger ticket revenues driven by continued strength in demand, which drove ticket prices higher

•$123 million - 6.5% increase in occupancy

•$59 million - 3.1% capacity increase in ALBDs

The remaining 37% of our NAA segment’s 2024 total revenues were comprised of onboard and other revenues, which increased by $120 million, or 10%, to $1.3 billion in 2024 compared to $1.2 billion in 2023.

This increase was substantially all due to:

•$77 million - 6.5% increase in occupancy

•$37 million - 3.1% capacity increase in ALBDs

Europe Segment

Passenger ticket revenues made up 77% of our Europe segment’s 2024 total revenues. Passenger ticket revenues increased by $373 million, or 38%, to $1.4 billion in 2024 compared to $1.0 billion in 2023.

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This increase was substantially all due to:

•$230 million - 23% increase in occupancy

•$61 million - 6.1% capacity increase in ALBDs

•$36 million - increase in passenger ticket revenues driven by continued strength in demand, which drove ticket prices higher

•$34 million - net favorable foreign currency translational impact

The remaining 23% of our Europe segment’s 2024 total revenues were comprised of onboard and other revenues, which increased by $102 million, or 34%, to $404 million in 2024 from $302 million in 2023.

This increase was principally due to:

•$70 million - 23% increase in occupancy

•$19 million - 6.1% capacity increase in ALBDs

Costs and Expenses

Consolidated

Operating costs and expenses increased by $394 million, or 12%, to $3.7 billion in 2024 from $3.3 billion in 2023.

This increase was driven by:

•$134 million - 4.2% capacity increase in ALBDs

•$126 million - higher commissions, transportation costs, and other expenses driven by higher commission on increased ticket pricing and an increase in the number of guests

•$72 million - 12% increase in occupancy

•$43 million - higher onboard and other cost of sales driven by higher onboard revenues

•$30 million - higher repair and maintenance expenses (including dry-dock expenses)

•$25 million - net unfavorable foreign currency translational impact

•$25 million - higher port expenses

These increases were partially offset by $52 million of lower fuel expenses.

Selling and administrative expenses increased by $101 million, or 14%, to $813 million in 2024 from $712 million in 2023. This increase was caused by an increase in advertising costs and administrative expenses, which includes an increase in compensation costs.

NAA Segment

Operating costs and expenses increased by $213 million, or 9.7%, to $2.4 billion in 2024 from $2.2 billion in 2023.

This increase was driven by:

•$68 million - 3.1% capacity increase in ALBDs

•$47 million - higher commissions, transportation costs, and other expenses driven by higher commission on increased ticket pricing and an increase in the number of guests

•$44 million - higher repair and maintenance expenses (including dry-dock expenses)

•$26 million - higher onboard and other cost of sales driven by higher onboard revenues

•$26 million - 6.5% increase in occupancy

•$20 million - higher port expenses

These increases were partially offset by $30 million of lower fuel expenses.

Selling and administrative expenses increased by $62 million, or 14%, to $502 million in 2024 from $440 million in 2023. This increase was caused by an increase in advertising costs and administrative expenses, which includes an increase in compensation costs.

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Europe Segment

Operating costs and expenses increased by $173 million, or 16%, to $1.3 billion in 2024 from $1.1 billion in 2023.

This increase was caused by:

•$79 million - higher commissions, transportation costs, and other expenses driven by an increase in the number of guests

•$66 million - 6.1% capacity increase in ALBDs

•$45 million - 23% increase in occupancy

•$27 million - net unfavorable foreign currency translational impact

•$17 million - higher onboard and other cost of sales driven by higher onboard revenues

These increases were partially offset by:

•$22 million - lower fuel expenses

•$14 million - lower repair and maintenance expenses (including dry-dock expenses)

Selling and administrative expenses increased by $21 million, or 10%, to $234 million in 2024 from $213 million in 2023. This increase was caused by an increase in advertising costs and administrative expenses, which includes an increase in compensation costs.

Operating Income (Loss)

Our consolidated operating income (loss) increased by $447 million to $276 million in 2024 from $(172) million in 2023. Our NAA segment’s operating income (loss) increased by $187 million to $272 million in 2024 from $86 million in 2023, and our Europe segment’s operating income (loss) increased by $286 million to $119 million in 2024 from $(166) million in 2023. These changes were primarily due to the reasons discussed above.

Nonoperating Income (Expense)

Interest expense, net of capitalized interest, decreased by $68 million, or 13%, to $471 million in 2024 from $539 million in 2023. The decrease was caused by a decrease in total debt.

Debt extinguishment costs were $33 million in 2024 as a result of debt transactions occurring during the current period.

Liquidity, Financial Condition and Capital Resources

We had a working capital deficit of $7.9 billion as of February 29, 2024 compared to a working capital deficit of $6.2 billion as of November 30, 2023. The increase in working capital deficit was primarily due to an increase in customer deposits and the current portion of long-term debt as well as a decrease in prepaid expenses and other. We operate with a substantial working capital deficit. This deficit is mainly attributable to the fact that, under our business model, substantially all of our passenger ticket receipts are collected in advance of the applicable sailing date. These advance passenger receipts generally remain a current liability on our balance sheet until the sailing date. The cash generated from these advance receipts is used interchangeably with cash on hand from other sources, such as our borrowings and other cash from operations. The cash received as advanced receipts can be used to fund operating expenses, pay down our debt, make long-term investments or any other use of cash. Included within our working capital are $6.6 billion and $6.1 billion of customer deposits as of February 29, 2024 and November 30, 2023, respectively. We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations. Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a capped reserve fund in cash. In addition, we have a relatively low level of accounts receivable and limited investment in inventories.

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Sources and Uses of Cash

Operating Activities

Our business provided $1.8 billion of net cash flows from operating activities during the three months ended February 29, 2024, an increase of $1.4 billion, compared to $0.4 billion provided for the same period in 2023. This was driven by an increase in net cash provided by operating activities and an increase in cash provided by the release of substantially all credit card reserves (included in the change in prepaid expenses and other assets).

Investing Activities

During the three months ended February 29, 2024, net cash used in investing activities was $2.2 billion. This was driven by:

•Capital expenditures of $1.7 billion for our ongoing new shipbuilding program

•Capital expenditures of $0.4 billion for ship improvements and replacements, information technology and buildings and improvements

During the three months ended February 28, 2023, net cash used in investing activities was $1.0 billion. This was driven by:

•Capital expenditures of $0.8 billion for our ongoing new shipbuilding program

•Capital expenditures of $0.2 billion for ship improvements and replacements, information technology and buildings and improvements

•Proceeds from sale of ships of $23 million

Financing Activities

During the three months ended February 29, 2024, net cash provided by financing activities of $0.2 billion was caused by:

•Repayments of $1.4 billion of long-term debt

•Debt issuance costs of $77 million

•Debt extinguishment costs of $31 million

•Issuances of $1.7 billion of long-term debt

During the three months ended February 28, 2023, net cash provided by financing activities of $0.1 billion was caused by:

•Issuances of $0.8 billion of long-term debt

•Repayments of $0.7 billion of long-term debt

•Payments of $40 million related to debt issuance costs

Funding Sources

As of February 29, 2024, we had $5.2 billion of liquidity including $2.2 billion of cash and cash equivalents and $3.0 billion of borrowings available under our Revolving Facility, which matures in August 2024, at which point it will be replaced by the New Revolving Facility available through August 2027. Refer to Note 3 - “Debt” of the consolidated financial statements for additional discussion. In addition, we had $2.8 billion of undrawn export credit facilities to fund ship deliveries planned through 2027. We plan to use existing liquidity and future cash flows from operations to fund our cash requirements including capital expenditures not funded by our export credit facilities. We seek to manage our credit risk exposures, including counterparty nonperformance associated with our cash and cash equivalents, and future financing facilities by conducting business with well-established financial institutions, and export credit agencies and diversifying our counterparties.


(in billions)	2024		2025		2026		2027
Future export credit facilities at February 29, 2024	$	0.6	$	0.7	$	—	$	1.4

Our export credit facilities contain various financial covenants as described in Note 3 - “Debt”. At February 29, 2024, we were in compliance with the applicable covenants under our debt agreements.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests, certain derivative instruments and variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our consolidated financial statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For a discussion of our hedging strategies and market risks, see the discussion below and Note 10 - “Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks” in our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Form 10-K. There have been no material changes to our exposure to market risks since the date of our 2023 Form 10-K.

Interest Rate Risks

The composition of our debt, interest rate swaps and cross currency swaps, was as follows:


	February 29, 2024
Fixed rate	61	%
EUR fixed rate	20	%
Floating rate	5	%
EUR floating rate	14	%

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 February 29, 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 February 29, 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 “COVID-19 Actions” and “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 February 29, 2024, there were no sales or repurchases under the Stock Swap Program. During the three months ended February 29, 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 February 29, 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 Reference

Filed/
Furnished
Herewith

Exhibit
Number

Exhibit Description

Form

Exhibit

Filing
Date

Articles of incorporation and by-laws

3.1

Third Amended and Restated Articles of Incorporation of Carnival Corporation.

8-K

3.1

4/17/2003

3.2

Third Amended and Restated By-Laws of Carnival Corporation.

8-K

3.1

4/20/2009

3.3

Articles of Association of Carnival plc.

8-K

3.3

4/20/2009

Rule 13a-14(a)/15d-14(a) certifications

31.1

Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3

Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4

Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Section 1350 certifications

32.1*

Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3*

Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.4*

Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Interactive Data File

101

The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended February 29, 2024, as filed with the Securities and Exchange Commission on March 27, 2024, formatted in Inline XBRL, are as follows:

(i) the Consolidated Statements of Income (Loss) for the three months ended February 29/28, 2024 and 2023;

(ii) the Consolidated Statements of Comprehensive Income (Loss) for the three months ended February 29/28, 2024 and 2023;

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INDEX TO EXHIBITS

Incorporated by Reference

Filed/
Furnished
Herewith

Exhibit
Number

Exhibit Description

Form

Exhibit

Filing
Date

(iii) the Consolidated Balance Sheets at February 29, 2024 and November 30, 2023;

(iv) the Consolidated Statements of Cash Flows for the three months ended February 29/28, 2024 and 2023;

(v) the Consolidated Statements of Shareholders’ Equity for the three months ended February 29/28, 2024 and 2023;

(vi) the notes to the consolidated financial statements, tagged in summary and detail.

104

The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended February 29, 2024, as filed with the Securities and Exchange Commission on March 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 CORPORATION

CARNIVAL PLC

/s/ Josh Weinstein

Josh Weinstein

President, Chief Executive Officer and Chief Climate Officer

/s/ David Bernstein

David Bernstein

Chief Financial Officer and Chief Accounting Officer

Date: March 27, 2024

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

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