10-Q 1 ccl-20210831.htm 10-Q ccl-20210831
false2021Q3000081509711/30000112525911/30000008150972020-12-012021-08-310000815097ccl:CarnivalPublicLimitedCompanyMember2020-12-012021-08-310000815097us-gaap:CommonStockMember2020-12-012021-08-310000815097ccl:OrdinarySharesMemberccl:CarnivalPublicLimitedCompanyMember2020-12-012021-08-310000815097ccl:CarnivalPublicLimitedCompanyMemberccl:A1875SeniorNotesDue2022Member2020-12-012021-08-310000815097ccl:CarnivalPublicLimitedCompanyMemberccl:A1000SeniorNotesDue2029Member2020-12-012021-08-31xbrli:shares00008150972021-09-220000815097ccl:CarnivalPublicLimitedCompanyMember2021-09-22iso4217:USD0000815097ccl:CruisePassengerTicketMember2021-06-012021-08-310000815097ccl:CruisePassengerTicketMember2020-06-012020-08-310000815097ccl:CruisePassengerTicketMember2020-12-012021-08-310000815097ccl:CruisePassengerTicketMember2019-12-012020-08-310000815097ccl:CruiseOnboardAndOtherMember2021-06-012021-08-310000815097ccl:CruiseOnboardAndOtherMember2020-06-012020-08-310000815097ccl:CruiseOnboardAndOtherMember2020-12-012021-08-310000815097ccl:CruiseOnboardAndOtherMember2019-12-012020-08-3100008150972021-06-012021-08-3100008150972020-06-012020-08-3100008150972019-12-012020-08-310000815097ccl:CruiseMember2021-06-012021-08-310000815097ccl:CruiseMember2020-06-012020-08-310000815097ccl:CruiseMember2020-12-012021-08-310000815097ccl:CruiseMember2019-12-012020-08-31iso4217:USDxbrli:shares00008150972021-08-3100008150972020-11-300000815097us-gaap:CommonStockMember2021-08-310000815097us-gaap:CommonStockMember2020-11-300000815097ccl:OrdinarySharesMemberccl:CarnivalPublicLimitedCompanyMember2021-08-310000815097ccl:OrdinarySharesMemberccl:CarnivalPublicLimitedCompanyMember2020-11-300000815097ccl:OrdinarySharesMember2021-08-310000815097ccl:OrdinarySharesMember2020-11-3000008150972019-11-3000008150972020-08-310000815097us-gaap:CommonStockMember2020-05-310000815097ccl:OrdinarySharesMember2020-05-310000815097us-gaap:AdditionalPaidInCapitalMember2020-05-310000815097us-gaap:RetainedEarningsMember2020-05-310000815097us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-05-310000815097us-gaap:TreasuryStockMember2020-05-3100008150972020-05-310000815097us-gaap:RetainedEarningsMember2020-06-012020-08-310000815097us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-06-012020-08-310000815097us-gaap:AdditionalPaidInCapitalMember2020-06-012020-08-310000815097us-gaap:CommonStockMember2020-06-012020-08-310000815097us-gaap:CommonStockMember2020-08-310000815097ccl:OrdinarySharesMember2020-08-310000815097us-gaap:AdditionalPaidInCapitalMember2020-08-310000815097us-gaap:RetainedEarningsMember2020-08-310000815097us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-08-310000815097us-gaap:TreasuryStockMember2020-08-310000815097us-gaap:CommonStockMember2021-05-310000815097ccl:OrdinarySharesMember2021-05-310000815097us-gaap:AdditionalPaidInCapitalMember2021-05-310000815097us-gaap:RetainedEarningsMember2021-05-310000815097us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-05-310000815097us-gaap:TreasuryStockMember2021-05-3100008150972021-05-310000815097us-gaap:RetainedEarningsMember2021-06-012021-08-310000815097us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-012021-08-310000815097us-gaap:AdditionalPaidInCapitalMember2021-06-012021-08-310000815097us-gaap:TreasuryStockMember2021-06-012021-08-310000815097us-gaap:CommonStockMember2021-08-310000815097ccl:OrdinarySharesMember2021-08-310000815097us-gaap:AdditionalPaidInCapitalMember2021-08-310000815097us-gaap:RetainedEarningsMember2021-08-310000815097us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-08-310000815097us-gaap:TreasuryStockMember2021-08-310000815097us-gaap:CommonStockMember2019-11-300000815097ccl:OrdinarySharesMember2019-11-300000815097us-gaap:AdditionalPaidInCapitalMember2019-11-300000815097us-gaap:RetainedEarningsMember2019-11-300000815097us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-11-300000815097us-gaap:TreasuryStockMember2019-11-300000815097us-gaap:RetainedEarningsMember2019-12-012020-08-310000815097us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-012020-08-310000815097us-gaap:CommonStockMember2019-12-012020-08-310000815097us-gaap:AdditionalPaidInCapitalMember2019-12-012020-08-310000815097ccl:OrdinarySharesMember2019-12-012020-08-310000815097us-gaap:TreasuryStockMember2019-12-012020-08-310000815097us-gaap:CommonStockMember2020-11-300000815097ccl:OrdinarySharesMember2020-11-300000815097us-gaap:AdditionalPaidInCapitalMember2020-11-300000815097us-gaap:RetainedEarningsMember2020-11-300000815097us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-11-300000815097us-gaap:TreasuryStockMember2020-11-300000815097us-gaap:RetainedEarningsMember2020-12-012021-08-310000815097us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-012021-08-310000815097us-gaap:AdditionalPaidInCapitalMember2020-12-012021-08-310000815097us-gaap:TreasuryStockMember2020-12-012021-08-31ccl:brandxbrli:pure0000815097us-gaap:LineOfCreditMemberccl:ExportCreditFacilityDue2033Member2020-12-310000815097us-gaap:LineOfCreditMemberccl:ExportCreditFacilityDue2033Member2021-07-310000815097us-gaap:UnsecuredDebtMemberccl:SeniorUnsecuredTermLoanFacilityDue2027Member2021-02-280000815097ccl:SeniorSecuredTermLoanFacilityDue2025Memberus-gaap:SecuredDebtMember2021-06-300000815097us-gaap:SecuredDebtMemberccl:SeniorSecuredTermLoanFacilityDue2025TrancheOneMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-06-012021-06-300000815097us-gaap:EurodollarMemberus-gaap:SecuredDebtMemberccl:SeniorSecuredTermLoanFacilityDue2025TrancheTwoMember2021-06-012021-06-300000815097ccl:SeniorSecuredNotesDue2028Memberus-gaap:SecuredDebtMember2021-07-310000815097ccl:FirstPrioritySeniorSecuredTermLoanFacilityDue2028Memberus-gaap:SecuredDebtMember2021-07-310000815097ccl:SeniorSecuredTermLoanFacilityDue2023Memberus-gaap:SecuredDebtMember2021-07-012021-07-310000815097ccl:FirstPrioritySeniorSecuredTermLoanFacilityDue2028Memberus-gaap:SecuredDebtMember2021-08-3100008150972021-06-300000815097ccl:DebtInstrumentDeferralEffectivePeriodOneMember2021-06-300000815097ccl:DebtInstrumentDeferralEffectivePeriodTwoMember2021-06-300000815097ccl:DebtInstrumentDebtCovenantPeriodOneMember2020-12-012021-08-310000815097ccl:DebtInstrumentDebtCovenantPeriodTwoMember2020-12-012021-08-310000815097ccl:DebtInstrumentDebtCovenantPeriodThreeMember2020-12-012021-08-310000815097ccl:DebtInstrumentDebtCovenantPeriodFourMember2020-12-012021-08-310000815097ccl:DebtInstrumentDebtCovenantPeriodFiveMember2020-12-012021-08-310000815097ccl:DebtInstrumentDebtCovenantPeriodSixMember2020-12-012021-08-310000815097ccl:ExportCreditFacilitiesWithFinancialCovenantWaiversMember2021-08-310000815097us-gaap:UnsecuredDebtMemberccl:RevolverFacilityExpiresAugust2024Member2021-08-310000815097us-gaap:UnsecuredDebtMemberccl:RevolverFacilityExpiresAugust2024Member2020-01-012020-12-31ccl:lawsuit00008150972019-05-0200008150972019-12-012020-11-300000815097us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2021-08-310000815097us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2020-11-300000815097us-gaap:SubsequentEventMember2021-09-22ccl:classAction0000815097us-gaap:CarryingReportedAmountFairValueDisclosureMemberccl:FixedRateMember2021-08-310000815097ccl:FixedRateMemberus-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-08-310000815097ccl:FixedRateMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-08-310000815097ccl:FixedRateMemberus-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-08-310000815097us-gaap:CarryingReportedAmountFairValueDisclosureMemberccl:FixedRateMember2020-11-300000815097ccl:FixedRateMemberus-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-11-300000815097ccl:FixedRateMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-11-300000815097ccl:FixedRateMemberus-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-11-300000815097us-gaap:CarryingReportedAmountFairValueDisclosureMemberccl:FloatingRateMember2021-08-310000815097ccl:FloatingRateMemberus-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-08-310000815097us-gaap:FairValueInputsLevel2Memberccl:FloatingRateMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-08-310000815097ccl:FloatingRateMemberus-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-08-310000815097us-gaap:CarryingReportedAmountFairValueDisclosureMemberccl:FloatingRateMember2020-11-300000815097ccl:FloatingRateMemberus-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-11-300000815097us-gaap:FairValueInputsLevel2Memberccl:FloatingRateMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-11-300000815097ccl:FloatingRateMemberus-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-11-300000815097us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-08-310000815097us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-08-310000815097us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-08-310000815097us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-08-310000815097us-gaap:CarryingReportedAmountFairValueDisclosureMember2020-11-300000815097us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-11-300000815097us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-11-300000815097us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-11-300000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2021-08-310000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMember2021-08-310000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2021-08-310000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2020-11-300000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMember2020-11-300000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2020-11-300000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2021-08-310000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-08-310000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2021-08-310000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-11-300000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-11-300000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-11-300000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel1Member2021-08-310000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel2Member2021-08-310000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel3Member2021-08-310000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel1Member2020-11-300000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel2Member2020-11-300000815097us-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel3Member2020-11-300000815097ccl:NorthAmericaandAustraliaMember2020-11-300000815097ccl:EuropeandAsiaMember2020-11-300000815097ccl:NorthAmericaandAustraliaMember2020-12-012021-08-310000815097ccl:EuropeandAsiaMember2020-12-012021-08-310000815097ccl:NorthAmericaandAustraliaMember2021-08-310000815097ccl:EuropeandAsiaMember2021-08-310000815097ccl:NAASegmentMember2021-06-012021-08-310000815097ccl:NAASegmentMember2020-06-012020-08-310000815097ccl:NAASegmentMember2020-12-012021-08-310000815097ccl:NAASegmentMember2019-12-012020-08-310000815097ccl:EASegmentMember2021-06-012021-08-310000815097ccl:EASegmentMember2020-06-012020-08-310000815097ccl:EASegmentMember2020-12-012021-08-310000815097ccl:EASegmentMember2019-12-012020-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberccl:AccruedLiabilitiesAndOtherLiabilitiesMemberus-gaap:InterestRateSwapMember2021-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberccl:AccruedLiabilitiesAndOtherLiabilitiesMemberus-gaap:InterestRateSwapMember2020-11-300000815097us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentLiabilitiesMember2021-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentLiabilitiesMember2020-11-300000815097us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2021-08-310000815097us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2020-11-300000815097us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2021-06-012021-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2020-06-012020-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2020-12-012021-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2019-12-012020-08-310000815097ccl:NetInvestmentHedgingExcludedComponentMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-06-012021-08-310000815097ccl:NetInvestmentHedgingExcludedComponentMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-06-012020-08-310000815097ccl:NetInvestmentHedgingExcludedComponentMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-12-012021-08-310000815097ccl:NetInvestmentHedgingExcludedComponentMemberus-gaap:DesignatedAsHedgingInstrumentMember2019-12-012020-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberccl:ForeignCurrencyContractsMember2021-06-012021-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberccl:ForeignCurrencyContractsMember2020-06-012020-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberccl:ForeignCurrencyContractsMember2020-12-012021-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberccl:ForeignCurrencyContractsMember2019-12-012020-08-310000815097us-gaap:ForeignExchangeOptionMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-06-012021-08-310000815097us-gaap:ForeignExchangeOptionMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-06-012020-08-310000815097us-gaap:ForeignExchangeOptionMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-12-012021-08-310000815097us-gaap:ForeignExchangeOptionMemberus-gaap:DesignatedAsHedgingInstrumentMember2019-12-012020-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMember2021-06-012021-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMember2020-06-012020-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMember2020-12-012021-08-310000815097us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMember2019-12-012020-08-310000815097us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-06-012021-08-310000815097us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-06-012020-08-310000815097us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-12-012021-08-310000815097us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2019-12-012020-08-310000815097ccl:SterlingDenominatedDebtMember2021-08-310000815097ccl:SterlingDenominatedDebtMember2021-06-012021-08-310000815097ccl:SterlingDenominatedDebtMember2020-12-012021-08-310000815097ccl:EuroDenominatedDebtMember2021-08-31ccl:segment0000815097ccl:NorthAmericaandAustraliaMember2021-06-012021-08-310000815097ccl:EuropeandAsiaMember2021-06-012021-08-310000815097ccl:CruiseMember2021-06-012021-08-310000815097ccl:TourAndOtherMember2021-06-012021-08-310000815097ccl:NorthAmericaandAustraliaMember2020-06-012020-08-310000815097ccl:EuropeandAsiaMember2020-06-012020-08-310000815097ccl:CruiseMember2020-06-012020-08-310000815097ccl:TourAndOtherMember2020-06-012020-08-310000815097ccl:CruiseMember2020-12-012021-08-310000815097ccl:TourAndOtherMember2020-12-012021-08-310000815097ccl:NorthAmericaandAustraliaMember2019-12-012020-08-310000815097ccl:EuropeandAsiaMember2019-12-012020-08-310000815097ccl:CruiseMember2019-12-012020-08-310000815097ccl:TourAndOtherMember2019-12-012020-08-310000815097srt:NorthAmericaMember2019-12-012020-08-310000815097srt:EuropeMember2019-12-012020-08-310000815097ccl:AustraliaAndAsiaMember2019-12-012020-08-310000815097ccl:AllOtherGeographicAreasMember2019-12-012020-08-310000815097us-gaap:StockCompensationPlanMember2021-06-012021-08-310000815097us-gaap:StockCompensationPlanMember2020-06-012020-08-310000815097us-gaap:StockCompensationPlanMember2020-12-012021-08-310000815097us-gaap:StockCompensationPlanMember2019-12-012020-08-310000815097us-gaap:ConvertibleDebtSecuritiesMember2021-06-012021-08-310000815097us-gaap:ConvertibleDebtSecuritiesMember2020-06-012020-08-310000815097us-gaap:ConvertibleDebtSecuritiesMember2020-12-012021-08-310000815097us-gaap:ConvertibleDebtSecuritiesMember2019-12-012020-08-310000815097ccl:WhitePassAndYukonRouteMember2020-12-012021-08-310000815097ccl:WhitePassAndYukonRouteMember2021-08-310000815097ccl:WhitePassAndYukonRouteMember2020-11-300000815097ccl:WhitePassAndYukonRouteMember2019-12-012020-11-300000815097ccl:CSSCCarnivalCruiseShippingLimitedMember2021-08-310000815097ccl:CSSCCarnivalCruiseShippingLimitedMember2020-11-30ccl:cruise_ship0000815097ccl:EASegmentMemberccl:CSSCCarnivalCruiseShippingLimitedMember2019-12-310000815097ccl:EASegmentMemberccl:CSSCCarnivalCruiseShippingLimitedMember2019-12-012019-12-310000815097ccl:EASegmentMemberccl:CSSCCarnivalCruiseShippingLimitedMember2021-04-012021-04-30ccl:passenger0000815097ccl:PublicOfferingMember2021-02-012021-02-280000815097ccl:PublicOfferingMember2021-02-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             

Commission file number: 001-9610                             Commission file number: 001-15136
Carnival Corporation
ccl-20210831_g1.jpg
Carnival plc
(Exact name of registrant as
specified in its charter)
(Exact name of registrant as
specified in its charter)
Republic of Panama
England and Wales
(State or other jurisdiction of
incorporation or organization)
(State or other jurisdiction of
incorporation or organization)
59-156297698-0357772
(I.R.S. Employer Identification No.)(I.R.S. Employer Identification No.)
3655 N.W. 87th AvenueCarnival House, 100 Harbour Parade
Miami,Florida33178-2428SouthamptonSO15 1STUnited Kingdom
(Address of principal
executive offices)
(Zip Code)
(Address of principal
executive offices)
(Zip Code)
(305)599-260001144 23 8065 5000
(Registrant’s telephone number,
including area code)
(Registrant’s telephone number,
including area code)
NoneNone
(Former name, former address
and former fiscal year, if
changed since last report)
(Former name, former address
and former fiscal year, if
changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value)CCL
New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depository Shares ($1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust
CUK
New York Stock Exchange, Inc.
1.875% Senior Notes due 2022CUK22New York Stock Exchange LLC
1.000% Senior Notes due 2029CUK29New York Stock Exchange LLC

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filers
Accelerated filers
Non-accelerated filers
Smaller reporting companies
Emerging growth companies
1


If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes No ☑
At September 22, 2021, Carnival Corporation had outstanding 981,048,453 shares of Common Stock, $0.01 par value.
At September 22, 2021, Carnival plc had outstanding 184,714,216 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 981,048,453 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

2

CARNIVAL CORPORATION & PLC

3

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 August 31,Nine Months Ended
August 31,
 2021202020212020
Revenues
  Passenger ticket$303 $ $326 $3,680 
Onboard and other243 31 295 1,881 
546 31 621 5,561 
Operating Costs and Expenses
  Commissions, transportation and other79 34 116 1,098 
  Onboard and other72 9 94 593 
  Payroll and related375 248 834 1,563 
  Fuel182 121 398 718 
  Food52 19 80 404 
Ship and other impairments475 910 524 1,829 
Other operating381 208 786 1,349 
1,616 1,549 2,832 7,556 
Selling and administrative425 265 1,305 1,435 
Depreciation and amortization562 551 1,681 1,698 
Goodwill impairments   2,096 
2,603 2,364 5,817 12,784 
Operating Income (Loss)(2,057)(2,333)(5,196)(7,223)
Nonoperating Income (Expense)
Interest income3 3 10 15 
Interest expense, net of capitalized interest(418)(310)(1,253)(547)
Gains (losses) on debt extinguishment, net(376)(220)(372)(220)
Other income (expense), net(11)(1)(87)(41)
(802)(528)(1,702)(793)
Income (Loss) Before Income Taxes(2,859)(2,861)(6,898)(8,016)
Income Tax Benefit (Expense), Net23 2 17 2 
Net Income (Loss)$(2,836)$(2,858)$(6,881)$(8,014)
Earnings Per Share
Basic$(2.50)$(3.69)$(6.14)$(11.03)
Diluted$(2.50)$(3.69)$(6.14)$(11.03)

The accompanying notes are an integral part of these consolidated financial statements.
4

CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in millions)
 
 Three Months Ended August 31,Nine Months Ended
August 31,
 2021202020212020
Net Income (Loss)$(2,836)$(2,858)$(6,881)$(8,014)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment(224)519 79 567 
Other1 4 8 60 
Other Comprehensive Income (Loss)(223)524 87 627 
Total Comprehensive Income (Loss)$(3,059)$(2,335)$(6,794)$(7,387)
The accompanying notes are an integral part of these consolidated financial statements.

5

CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions, except par values)
 
 August 31,
2021
November 30, 2020
ASSETS
Current Assets
Cash and cash equivalents$7,151 $9,513 
Short-term investments647  
Trade and other receivables, net281 273 
Inventories322 335 
Prepaid expenses and other508 443 
  Total current assets8,909 10,563 
Property and Equipment, Net38,917 38,073 
Operating Lease Right-of-Use Assets 1,366 1,370 
Goodwill810 807 
Other Intangibles 1,190 1,186 
Other Assets2,323 1,594 
$53,514 $53,593 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term borrowings$3,099 $3,084 
Current portion of long-term debt1,303 1,742 
Current portion of operating lease liabilities 142 151 
Accounts payable672 624 
Accrued liabilities and other1,568 1,144 
Customer deposits2,707 1,940 
  Total current liabilities9,491 8,686 
Long-Term Debt26,831 22,130 
Long-Term Operating Lease Liabilities
1,269 1,273 
Other Long-Term Liabilities1,061 949 
Contingencies and Commitments
Shareholders’ Equity
Common stock of Carnival Corporation, $0.01 par value; 1,960 shares authorized; 1,110 shares at 2021 and 1,060 shares at 2020 issued
11 11 
Ordinary shares of Carnival plc, $1.66 par value; 217 shares at 2021 and 2020 issued
361 361 
Additional paid-in capital15,146 13,948 
Retained earnings9,194 16,075 
Accumulated other comprehensive income (loss) (“AOCI”)(1,349)(1,436)
Treasury stock, 130 shares at 2021 and 2020 of Carnival Corporation and 63 shares at 2021 and 60 shares at 2020 of Carnival plc, at cost
(8,500)(8,404)
  Total shareholders’ equity14,863 20,555 
$53,514 $53,593 
The accompanying notes are an integral part of these consolidated financial statements.
6

CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in millions)
 
 Nine Months Ended
August 31,
 20212020
OPERATING ACTIVITIES
Net income (loss)$(6,881)$(8,014)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization1,681 1,698 
Impairments541 3,925 
(Gain) loss on extinguishment of debt372 220 
Share-based compensation95 52 
Amortization of discounts and debt issue costs131 78 
Noncash lease expense106 138 
(Gain) loss on ship sales and other, net120 (47)
(3,834)(1,951)
Changes in operating assets and liabilities
Receivables(37)25 
Inventories(19)71 
Prepaid expenses and other(1,221)9 
Accounts payable15 (97)
Accrued liabilities and other458 (169)
Customer deposits897 (2,539)
Net cash provided by (used in) operating activities(3,741)(4,649)
INVESTING ACTIVITIES
Purchases of property and equipment(3,120)(1,899)
Proceeds from sales of ships and other351 271 
Purchase of minority interest(90)(81)
Purchase of short-term investments(2,672) 
Proceeds from maturity of short-term investments2,026  
Derivative settlements and other, net(29)257 
Net cash provided by (used in) investing activities(3,535)(1,452)
FINANCING ACTIVITIES
Proceeds from (repayments of) short-term borrowings, net17 3,141 
Principal repayments of long-term debt(3,507)(896)
Premium paid on extinguishment of debt(286) 
Proceeds from issuance of long-term debt7,900 11,468 
Dividends paid (689)
Issuance of common stock, net1,003 778 
Issuance of common stock under the Stock Swap program105  
Purchases of treasury stock under the Stock Swap program(94) 
Debt issue costs and other, net(239)(103)
Net cash provided by (used in) financing activities4,899 13,699 
Effect of exchange rate changes on cash, cash equivalents and restricted cash13 63 
Net increase (decrease) in cash, cash equivalents and restricted cash(2,363)7,661 
Cash, cash equivalents and restricted cash at beginning of period9,692 530 
Cash, cash equivalents and restricted cash at end of period$7,329 $8,191 

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

7

CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in millions)
Three Months Ended
Common
stock
Ordinary
shares
Additional
paid-in
capital
Retained
earnings
AOCITreasury
stock
Total shareholders’ equity
At May 31, 2020$7 $360 $9,683 $21,155 $(1,962)$(8,404)$20,840 
Net income (loss)— — — (2,858)— — (2,858)
Other comprehensive income (loss)— — — — 524 — 524 
Issuance of common stock related to the repurchase of Convertible Notes— — 222 — — — 222 
Repurchase of Convertible Notes1 — 765 — — — 766 
Other— — 9 — — — 9 
At August 31, 2020$8 $361 $10,680 $18,297 $(1,439)$(8,404)$19,503 
At May 31, 2021$11 $361 $15,005 $12,030 $(1,126)$(8,404)$17,876 
Net income (loss)— — — (2,836)— — (2,836)
Other comprehensive income (loss)— — — — (223)— (223)
Issuance of common stock, net— — 7 — — — 7 
Conversion of Convertible Notes— — 2 — — — 2 
Purchases and issuances under the Stock Swap program— — 105 — — (95)10 
Other— — 28 — — — 28 
At August 31, 2021$11 $361 $15,146 $9,194 $(1,349)$(8,500)$14,863 

Nine Months Ended
Common
stock
Ordinary
shares
Additional
paid-in
capital
Retained
earnings
AOCITreasury
stock
Total
shareholders’
equity
At November 30, 2019$7 $358 $8,807 $26,653 $(2,066)$(8,394)$25,365 
Net income (loss)— — — (8,014)— — (8,014)
Other comprehensive income (loss)— — — — 627 — 627 
Cash dividends declared ($0.50 per share)
— — — (342)— — (342)
Issuance of common stock1 — 777 — — — 778 
Issuance and repurchase of Convertible Notes1 — 1,051 — — — 1,052 
Purchases of treasury stock under the Repurchase Program and other— 2 44 — — (10)36 
At August 31, 2020$8 $361 $10,680 $18,297 $(1,439)$(8,404)$19,503 
At November 30, 2020$11 $361 $13,948 $16,075 $(1,436)$(8,404)$20,555 
Net income (loss)— — — (6,881)— — (6,881)
Other comprehensive income (loss)— — — — 87 — 87 
Issuance of common stock, net— — 1,003 — — — 1,003 
Conversion of Convertible Notes— — 2 — — — 2 
Purchases and issuances under the Stock Swap program— — 105 — — (95)10 
Other— — 88 — — — 88 
At August 31, 2021$11 $361 $15,146 $9,194 $(1,349)$(8,500)$14,863 
The accompanying notes are an integral part of these consolidated financial statements.
8

CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – General

The consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries. Together with their consolidated subsidiaries, they are referred to collectively in these consolidated financial statements and elsewhere in this joint Quarterly Report on Form 10-Q as “Carnival Corporation & plc,” “our,” “us” and “we.”

Liquidity and Management’s Plans

In the face of the global impact of COVID-19, we paused our guest cruise operations in mid-March 2020. As of August 31, 2021, eight of our nine brands have resumed guest cruise operations as part of our gradual return to service, with 35% of our capacity operating with guests on board. Significant events affecting travel, including COVID-19 and our gradual resumption of guest cruise operations, have had and continue to have an impact on booking patterns. The full extent of the impact will be determined by our gradual return to service and the length of time COVID-19 influences travel decisions. We believe that the ongoing effects of COVID-19 have had, and will continue to have, a material negative impact on our financial results and liquidity.

The estimation of our future liquidity requirements includes numerous assumptions that are subject to various risks and uncertainties. The principal assumptions used to estimate our future liquidity requirements consist of:

Expected continued gradual resumption of guest cruise operations
Expected lower than comparable historical occupancy levels during the resumption of guest cruise operations
Expected incremental spend for the resumption of guest cruise operations, including completing the return of our ships to guest cruise operations, returning crew members to our ships and maintaining enhanced health and safety protocols

In addition, we make certain assumptions about new ship deliveries, improvements and disposals, and consider the future export credit financings that are associated with the ship deliveries.

We cannot make assurances that our assumptions used to estimate our liquidity requirements may not change because we have never previously experienced a complete cessation of our guest cruise operations, and as a consequence, our ability to be predictive is uncertain. In addition, the magnitude and duration of the global pandemic are uncertain. We have made reasonable estimates and judgments of the impact of COVID-19 within our consolidated financial statements and there may be changes to those estimates in future periods. We continue to expect a net loss on both a U.S. GAAP and adjusted basis for the fourth quarter of 2021 and full year ending November 30, 2021. We have taken actions to improve our liquidity, including completing various capital market transactions, capital expenditure and operating expense reductions, and accelerating the removal of certain ships from our fleet. In addition, we expect to continue to pursue refinancing opportunities to reduce interest expense and extend maturities.

Based on these actions and our assumptions regarding the impact of COVID-19, considering our $7.8 billion of liquidity including cash and short-term investments at August 31, 2021, as well as our expected continued gradual return to service, we have concluded that we have sufficient liquidity to satisfy our obligations for at least the next twelve months.

Basis of Presentation
The Consolidated Statements of Income (Loss), the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Shareholders’ Equity for the three and nine months ended August 31, 2021 and 2020, Consolidated Statements of Cash Flows for the nine months ended August 31, 2021 and 2020, and the Consolidated Balance Sheet at August 31, 2021 are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement. Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2020 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S. Securities and Exchange Commission on January 26, 2021.
COVID-19 and the Use of Estimates and Risks and Uncertainty

The preparation of our interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported and disclosed. The full extent to which the effects of COVID-19 will directly or indirectly impact our business, operations, results of operations and financial condition, including our valuation of goodwill and trademarks, impairment of
9

ships, collectability of trade and notes receivables as well as provisions for pending litigation, will depend on future developments that are highly uncertain. We have made reasonable estimates and judgments of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods.

Accounting Pronouncements

The Financial Accounting Standards Board issued guidance, Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity's Own Equity, which simplifies the accounting for convertible instruments. This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This guidance is required to be adopted by us in the first quarter of 2023 and must be applied using either a modified or full retrospective approach. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

NOTE 2 – Revenue and Expense Recognition

Guest cruise deposits are initially included in customer deposit liabilities when received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct costs and expenses of a voyage are recognized as cruise costs and expenses, upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in excess of ten nights. The impact of recognizing these shorter duration cruise revenues and costs and expenses on a completed voyage basis versus on a pro rata basis is not material. Certain of our product offerings are bundled and we allocate the value of the bundled services and goods between passenger ticket revenues and onboard and other revenues based upon the estimated standalone selling prices of those goods and services. Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of cancellation.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related costs of purchasing these services are included in transportation costs. 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. A portion of these fees, taxes and charges vary with guest head counts and are directly imposed on a revenue-producing arrangement. This portion of the fees, taxes and charges is expensed in commissions, transportation and other costs when the corresponding revenues are recognized. For the three and nine months ended August 31, 2021, fees, taxes, and charges included in commissions, transportation and other costs were immaterial. For the three and nine months ended August 31, 2020, fees, taxes, and charges included in commissions, transportation and other costs were immaterial and $213 million, respectively. The remaining portion of fees, taxes and charges are 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. Revenues from the long-term leasing of ships, which are also included in our Tour and Other segment, are recognized ratably over the term of the agreement.

10

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. We have provided flexibility to guests with bookings on sailings cancelled due to itinerary disruptions by allowing guests to receive enhanced future cruise credits (“FCC”) or elect to receive refunds in cash. Enhanced FCCs provide the guest with an additional credit value above the original cash deposit received and are recognized as a discount applied to the future cruise in the period used. We have paid and expect to continue to pay cash refunds of customer deposits with respect to a portion of cancelled cruises. The amount of cash refunds to be paid may depend on the continued level of guest acceptance of FCCs and future cruise cancellations. We record a liability for unexpired FCCs to the extent we have received and not refunded cash from guests for cancelled bookings. We had customer deposits of $3.1 billion as of August 31, 2021 and $2.2 billion as of November 30, 2020. As of August 31, 2021, the current portion of customer deposits was $2.7 billion. This amount includes deposits related to cancelled cruises prior to the election of a cash refund by guests. Refunds payable to guests who have elected cash refunds are recorded in accounts payable. Due to uncertainties associated with the gradual resumption of guest cruise operations we are unable to estimate the amount of the August 31, 2021 customer deposits that will be recognized in earnings compared to amounts that will be refunded to customers or issued as a credit for future travel. During the nine months ended August 31, 2021 and 2020, we recognized revenues of an immaterial amount and $3.3 billion, respectively, related to our customer deposits as of November 30, 2020 and 2019. Historically, our customer deposits balance changes due to the seasonal nature of cash collections, the recognition of revenue, refund of customer deposits and foreign currency translation.

Contract 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 also have receivables from credit card merchants for cruise ticket purchases and onboard revenue. These receivables are included within trade and other receivables, net. 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 reserve fund in cash. These reserve funds are included in other assets.

Contract Assets

Contract assets are amounts paid prior to the start of a voyage, which we record as an asset within prepaid expenses and other and which are subsequently recognized as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation. We have contract assets of an immaterial amount as of August 31, 2021 and November 30, 2020.

NOTE 3 – Debt

Short-Term Borrowings

As of August 31, 2021 and November 30, 2020, our short-term borrowings consisted of the $3.1 billion under our multi-currency revolving credit facility (the “Revolving Facility”). For the nine months ended August 31, 2021, there were no borrowings or repayments of commercial paper with original maturities greater than three months. For the nine months ended August 31, 2020, we had borrowings of $525 million and repayments of $192 million of commercial paper with original maturities greater than three months.

Export Credit Facility Borrowings

In December 2020, we borrowed $1.5 billion under export credit facilities due in semi-annual installments through 2033.

In July 2021, we borrowed $544 million under an export credit facility due in semi-annual installments through 2033.

2027 Senior Unsecured Notes

In February 2021, we issued an aggregate principal amount of $3.5 billion senior unsecured notes that mature on March 1, 2027 (the “2027 Senior Unsecured Notes”). The 2027 Senior Unsecured Notes bear interest at a rate of 5.8% per year.

11

Repricing of 2025 Secured Term Loan

In June 2021, we entered into an amendment to reprice our $2.8 billion 2025 Secured Term Loan (the “2025 Secured Term Loan”). The amended U.S. dollar tranche bears interest at a rate per annum equal to LIBOR (with a 0.75% floor) plus 3%. The amended euro tranche bears interest at a rate per annum equal to EURIBOR (with a 0% floor) plus 3.75%.

2028 Senior Secured Notes

In July 2021, we issued $2.4 billion aggregate principal amount of 4% first-priority senior secured notes due in 2028 (the “2028 Senior Secured Notes”). We used the net proceeds from the issuance to purchase $2.0 billion aggregate principal amount of the 2023 Senior Secured Notes. The 2028 Senior Secured Notes mature on August 1, 2028. The 2028 Senior Secured Notes are secured on a first-priority basis by collateral, which includes vessels and material intellectual property with a net book value of approximately $26.3 billion as of August 31, 2021 and certain other assets.

Debt Holidays

We amended substantially all of our drawn export credit facilities to defer approximately $1.0 billion of principal payments that would otherwise have been due over a one year period commencing April 1, 2021 until March 31, 2022, with repayments to be made over the following five years. Of these amendments, the deferral of an aggregate principal amount of $0.7 billion became effective as of August 31, 2021, and an aggregate principal amount of $0.3 billion became effective after August 31, 2021. The cumulative deferred principal amount of the debt holiday amendments is approximately $1.7 billion, inclusive of the amendments entered into in 2020 and through September 14, 2021. In addition, these amendments aligned the financial covenants of substantially all our drawn export credit facilities with our other facilities.

Covenant Compliance

Our Revolving Facility, our unsecured bank loans and substantially all of our drawn export credit facilities as of September 14, 2021 contain one or more covenants that require us to:

Maintain minimum interest coverage (EBITDA to consolidated net interest charges (the “Interest Coverage Covenant”) at the end of each fiscal quarter from February 28, 2023, at a ratio of not less than 2.0 to 1.0 for the February 28, 2023 and May 31, 2023 testing dates, 2.5 to 1.0 for the August 31, 2023 and November 30, 2023 testing dates, and 3.0 to 1.0 for the February 28, 2024 testing date onwards, or through their respective maturity dates
Maintain minimum shareholders’ equity of $5.0 billion
Limit our debt to capital percentage (the “Debt to Capital Covenant”) through the August 31, 2021 testing date at a percentage not to exceed 65%. From the November 30, 2021 testing date until the May 31, 2023 testing date, the Debt to Capital Covenant is not to exceed 75%, following which it will be tested at levels which decline ratably to 65% for the May 31, 2024 testing date onwards
Maintain minimum liquidity of $1.0 billion through February 29, 2024
Adhere to certain restrictive covenants through November 30, 2024
Restrict the granting of guarantees and security interests for certain of our outstanding debt through November 30, 2024
Limit the amounts of our secured assets as well as secured and other indebtedness

In addition, export credit facilities with $0.4 billion outstanding indebtedness contain covenants that require us to, among other things, maintain the Interest Coverage Covenant of not less than 3.0 to 1.0 at the end of each fiscal quarter and the Debt to Capital Covenant not to exceed 65% at the end of each fiscal quarter. We have entered into supplemental agreements to waive compliance with the Interest Coverage Covenant and the Debt to Capital Covenant under these export credit facilities through November 30, 2022. We will be required to comply with such covenants beginning with the next testing date of February 28, 2023.

At August 31, 2021, 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 acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all 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. Carnival Corporation or Carnival plc and certain of our subsidiaries have guaranteed substantially all of our indebtedness.

12

As of August 31, 2021, the scheduled maturities of our debt are as follows:
(in millions)
YearPrincipal Payments
2021 4Q$198 
20222,448 
20234,503 
2024 (a)4,724 
20254,106 
Thereafter15,986 
Total$31,964 

(a)Includes the $3.1 billion Revolving Facility. The Revolving Facility was fully drawn in 2020 for a six-month term. We may continue to re-borrow amounts under the Revolving Facility through August 2024 subject to satisfaction of the conditions in the facility. The Revolving Facility also includes an emissions linked margin adjustment whereby, after the initial applicable margin is set per the margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual carbon emissions goals. We are required to pay a commitment fee on any undrawn portion.

NOTE 4 – Contingencies and Commitments

Litigation

We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business, including those noted below. Additionally, as a result of the impact of COVID-19, litigation claims, enforcement actions, regulatory actions and investigations, including, but not limited to, those arising from personal injury and loss of life, have been and may, in the future, be asserted against us. We expect many of these claims and actions, or any settlement of these claims and actions, to be covered by insurance and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels.

We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated.

Legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations, financial position or liquidity.

As previously disclosed, on May 2, 2019, two lawsuits were filed against Carnival Corporation in the U.S. District Court for the Southern District of Florida under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act, alleging that Carnival “trafficked” in confiscated Cuban property when certain ships docked at certain ports in Cuba, and that this alleged “trafficking” entitles the plaintiffs to treble damages (the “Cuba Matters”). On July 9, 2020, the court granted our motion for judgment on the pleadings in the Cuba Matter filed by Javier Garcia Bengochea, and dismissed the plaintiff’s action with prejudice. On August 6, 2020, Bengochea filed a notice of appeal. On August 2, 2021, the court continued the trial date in the second Cuba Matter to February 28, 2022. We continue to believe we have a meritorious defense to these actions and we believe that any liability which may arise as a result of these actions will not have a material impact on our consolidated financial statements.

Contingent Obligations – Indemnifications
Some of the debt contracts we enter into include indemnification provisions obligating us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes or changes in laws which increase the lender’s costs. There are no stated or notional amounts included in the indemnification clauses, and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses.
13

Other Contingencies
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 reserve fund in cash. Although the agreements vary, these requirements may generally be satisfied either through a withheld percentage of customer payments or providing cash funds directly to the credit card processor. As of August 31, 2021, and November 30, 2020, we had $1.4 billion and $0.4 billion, respectively, in reserve funds related to our customer deposits withheld to satisfy these requirements which are included within other assets. We continue to expect to provide reserve funds under these agreements. Additionally, as of August 31, 2021, and November 30, 2020, we had $167 million and $166 million, respectively, of cash collateral in escrow, of which $137 million and $136 million is included within prepaid expenses and other.

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 intent from inadvertent events to malicious motivated attacks.

We detected ransomware attacks in August 2020 and December 2020 which resulted in unauthorized access to our information technology systems. We engaged a major cybersecurity firm to investigate these matters and notified law enforcement and regulators of these incidents. For the August 2020 event, the investigation phase is complete, as are the communication and reporting phases. We determined that the unauthorized third-party gained access to certain personal information relating to some guests, employees and crew for some of our operations. For the December 2020 event, the investigation and remediation phases are in process. Regulators were notified, and several, including the primary regulatory authority in the European Union, have closed their files on this matter.

We have been contacted by various regulatory agencies regarding these and other cyber incidents. The New York Department of Financial Services (“NY DFS”) has notified us of their intent to commence proceedings seeking penalties if settlement cannot be reached in advance of litigation. To date, we have not been able to reach an agreement with NY DFS. In addition, State Attorneys General from a number of states have completed their investigation of a data security event announced in March 2020, and the Company is currently negotiating a settlement with the relevant State Attorneys General.

We continue to work with regulators regarding cyber incidents we have experienced. We have incurred legal and other costs in connection with cyber incidents that have impacted us. While at this time we do not believe that these incidents will have a material adverse effect on our business, operations or financial results, no assurances can be given about the future and we may be subject to future litigation, attacks or incidents that could have such a material adverse effect.

COVID-19 Actions

Private Actions

We have been named in a number of individual actions related to COVID-19. Private parties have brought approximately 72 lawsuits as of September 22, 2021 in several U.S. federal and state courts as well as in France, Italy and Brazil. 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. As of September 22, 2021, 38 of these individual actions have now been dismissed or settled. These actions were settled for immaterial amounts.

Additionally, as of September 22, 2021, ten purported class actions have been brought by former guests from Ruby Princess, Diamond Princess, Grand Princess, Coral Princess, Costa Luminosa or Zaandam in several U.S. federal courts and in the Federal Court of Australia. These actions include tort 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. As of September 22, 2021, five of these class actions have either been settled individually or had their class allegations dismissed by the courts. These actions were settled for immaterial amounts.

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

As previously disclosed, a consolidated class action complaint with new lead plaintiffs, the New England Carpenters Pension and Guaranteed Annuity Fund and the Massachusetts Laborers' Pension and Annuity Fund, was filed in the U.S. District Court for the Southern District of Florida on December 15, 2020. Plaintiffs filed a second amended complaint on July 2, 2021 and on August 6, 2021, we filed a motion to dismiss.

We continue to take proper actions to defend against the above claims.
14


Governmental Inquiries and Investigations

Federal and non-U.S. governmental agencies and officials are investigating or otherwise seeking information, testimony and/or documents, regarding COVID-19 incidents and related matters. We are investigating these matters internally and are cooperating with all requests. The investigations could result in the imposition of civil and criminal penalties in the future.

Ship Commitments

As of August 31, 2021, we expect the timing of our new ship growth capital commitments to be as follows:

(in millions)
Year
Remainder of 2021$337 
20224,468 
20232,675 
20241,681 
2025984 
Thereafter 
$10,146 

NOTE 5 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks
Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories:
Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.
Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.
Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.

Financial Instruments that are not Measured at Fair Value on a Recurring Basis 
 August 31, 2021November 30, 2020
 Carrying
Value
Fair ValueCarrying
Value
Fair Value
(in millions)Level 1Level 2Level 3Level 1Level 2Level 3
Liabilities
Fixed rate debt (a)$19,812 $ $20,470 $ $15,547 $ $16,258 $ 
Floating rate debt (a)12,152  11,432  12,034  11,412  
Total$31,964 $ $31,902 $ $27,581 $ $27,670 $ 
 
(a)The debt amounts above do not include the impact of interest rate swaps or debt issuance costs. 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.
15


Financial Instruments that are Measured at Fair Value on a Recurring Basis
 August 31, 2021November 30, 2020
(in millions)Level 1Level 2Level 3Level 1Level 2Level 3
Assets
Cash and cash equivalents$7,151 $ $ $9,513 $ $ 
Restricted cash178   179   
Short-term investments (a)647      
Total$7,975 $ $ $9,692 $ $ 
Liabilities
Derivative financial instruments$ $7 $ $ $10 $ 
Total$ $7 $ $ $10 $ 

(a)Short term investments consist of marketable securities with original maturities of between three and twelve months.
Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis
Valuation of Goodwill and Trademarks 
As of July 31, 2021, we performed our annual goodwill and trademark impairment reviews and determined there was no impairment for goodwill or trademarks. There was no impairment for the three months ended August 31, 2020. We recognized goodwill impairment charges of $2.1 billion for the nine months ended August 31, 2020.
The determination of the fair value of our reporting units’ goodwill and trademarks includes numerous assumptions that are subject to various risks and uncertainties. The effect of COVID-19 and the gradual resumption have created some uncertainty in forecasting the operating results and future cash flows used in our impairment analyses. We believe that we have made reasonable estimates and judgments. A change in the conditions, circumstances or strategy (including decisions about the allocation of new ships amongst brands and the transfer of ships between brands), which influence determinations of fair value, may result in a need to recognize an additional impairment charge. The principal assumptions, all of which are considered Level 3 inputs, used in our cash flow analyses consisted of:

The pace of our return to service, changes in market conditions and port or other restrictions
Forecasted revenues net of our most significant variable costs, which are travel agent commissions, costs of air and other transportation, and certain other costs that are directly associated with onboard and other revenues including credit and debit card fees
The allocation of new ships and the timing of the transfer or sale of ships amongst brands, as well as the estimated proceeds from ship sales
Weighted-average cost of capital of market participants, adjusted for the risk attributable to the geographic regions in which these cruise brands operate

Refer to Note 1 - General, COVID-19 and the Use of Estimates and Risks and Uncertainty for additional discussion.

16

Goodwill
(in millions)NAA
Segment (a)
EA
Segment (b)
Total
November 30, 2020$579 $228 $807 
Foreign currency translation adjustment 4 3 
August 31, 2021$579 $231 $810 

(a)North America and Australia (NAA”)
(b)Europe and Asia (EA”)

Trademarks
(in millions)NAA
Segment
EA
Segment
Total
November 30, 2020$927 $253 $1,180 
Foreign currency translation adjustment 4 3 
August 31, 2021$927 $256 $1,183 

Impairment of Ships 

We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment. As of August 31, 2021, as a result of the continued effect of COVID-19 on our business and our updated expectations for certain of our ships, we determined that these ships had net carrying values that exceeded their respective estimated undiscounted future cash flows. As of May 31, 2021, we also determined that one ship, which we subsequently sold, had a net carrying value that exceeded its estimated undiscounted future cash flows. We determined the fair value of these ships based on their estimated selling values. We believe that we have made reasonable estimates and judgments. A change in the principal assumptions, which influences the determination of fair value, may result in a need to perform additional impairment reviews. The principal assumptions, all of which are considered Level 3 inputs, used in our cash flow analyses consisted of:

Timing of the respective ship's return to service, changes in market conditions and port or other restrictions
Forecasted ship revenues net of our most significant variable costs, which are travel agent commissions, costs of air and other transportation and certain other costs that are directly associated with onboard and other revenues, including credit and debit card fees
Timing of the sale of ships and estimated proceeds

The impairment charges summarized in the table below are included in ship and other impairments in our Consolidated Statements of Income (Loss).

Three Months Ended
August 31,
Nine Months Ended
August 31,
(in millions)2021202020212020
NAA Segment$273 $836 $273 $1,356 
EA Segment202 2 251 311 
Total ship impairments$475 $838 $524 $1,667 

Refer to Note 1 - General, COVID-19 and the Use of Estimates and Risks and Uncertainty for additional discussion.

17

Derivative Instruments and Hedging Activities
(in millions)Balance Sheet LocationAugust 31, 2021November 30, 2020
Derivative liabilities
Derivatives designated as hedging instruments
Interest rate swaps (a)Accrued liabilities and other$3 $5 
Other long-term liabilities3 5 
Total derivative liabilities$7 $10 
 
(a)We have interest rate swaps designated as cash flow hedges whereby we receive floating interest rate payments in exchange for making fixed interest rate payments. These interest rate swap agreements effectively changed $192 million at August 31, 2021 and $248 million at November 30, 2020 of EURIBOR-based floating rate euro debt to fixed rate euro debt. At August 31, 2021, these interest rate swaps settle through 2025.

Our derivative contracts include rights of offset with our counterparties. We have elected to net certain of our derivative assets and liabilities within counterparties.
August 31, 2021
(in millions)Gross Amounts Gross Amounts Offset in the Balance SheetTotal Net Amounts Presented in the Balance SheetGross Amounts not Offset in the Balance SheetNet Amounts
Assets$ $ $ $ $ 
Liabilities$7 $ $7 $ $7 
November 30, 2020
(in millions)Gross AmountsGross Amounts Offset in the Balance SheetTotal Net Amounts Presented in the Balance SheetGross Amounts not Offset in the Balance SheetNet Amounts
Assets$ $ $ $ $ 
Liabilities$10 $ $10 $ $10 
The effect of our derivatives qualifying and being designated as hedging instruments recognized in other comprehensive income (loss) and in net income (loss) was as follows:
 Three Months Ended August 31,Nine Months Ended
August 31,
(in millions)2021202020212020
Gains (losses) recognized in AOCI:
Cross currency swaps - net investment hedges - included component$ $ $ $131 
Cross currency swaps - net investment hedges - excluded component$ $ $ $(1)
Foreign currency zero cost collars - cash flow hedges$