SEC Filing | Carnival Corporation & plc

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ccl-20220531

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 May 31, 2022


☐			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

https://cdn.kscope.io/4389eccb86e79b6fa3bb3611331c85d2-ccl-20220531_g1.jpg

Carnival plc

(Exact name of registrant as
specified in its charter)

Republic of Panama

England and Wales

(State or other jurisdiction of
incorporation or organization)

59-1562976

98-0357772

(I.R.S. Employer Identification No.)

3655 N.W. 87th Avenue

Carnival House, 100 Harbour Parade

Miami,

Florida

33178-2428

Southampton

SO15 1ST

United Kingdom

(Address of principal
executive offices)
(Zip Code)


(305)	599-2600	011	44 23 8065 5000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)

None		None
(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 class	Trading 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 2022	CUK22	New York Stock Exchange LLC
1.000% Senior Notes due 2029	CUK29	New 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

☐

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 June 21, 2022, Carnival Corporation had outstanding 994,616,187 shares of Common Stock, $0.01 par value.						At June 21, 2022, Carnival plc had outstanding 185,887,656 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 994,616,187 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

Table of Contents

CARNIVAL CORPORATION & PLC

TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

Exhibits

SIGNATURES

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in millions, except per share data)


	Three Months Ended May 31,				Six Months Ended May 31,
	2022		2021		2022		2021
Revenues
Passenger ticket	$	1,285	$	20	$	2,158	$	23
Onboard and other	1,116		29		1,866		52
	2,401		50		4,024		75
Operating Costs and Expenses
Commissions, transportation and other	325		22		576		37
Onboard and other	314		15		523		22
Payroll and related	533		241		1,038		460
Fuel	545		113		910		216
Food	191		17		327		28
Ship and other impairments	—		49		8		49
Other operating	774		224		1,331		404
	2,683		681		4,713		1,216
Selling and administrative	619		417		1,149		879
Depreciation and amortization	572		567		1,126		1,119

	3,874		1,665		6,988		3,214
Operating Income (Loss)	(1,473)		(1,616)		(2,964)		(3,139)
Nonoperating Income (Expense)
Interest income	6		4		9		7
Interest expense, net of capitalized interest	(370)		(437)		(738)		(835)
Gain (loss) on debt extinguishment, net	—		2		—		4
Other income (expense), net	6		(13)		(26)		(75)
	(358)		(444)		(755)		(900)
Income (Loss) Before Income Taxes	(1,831)		(2,060)		(3,719)		(4,039)
Income Tax Benefit (Expense), Net	(3)		(12)		(6)		(6)
Net Income (Loss)	$	(1,834)	$	(2,072)	$	(3,726)	$	(4,045)
Earnings Per Share
Basic	$	(1.61)	$	(1.83)	$	(3.27)	$	(3.63)
Diluted	$	(1.61)	$	(1.83)	$	(3.27)	$	(3.63)

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

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CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in millions)


	Three Months Ended May 31,				Six Months Ended May 31,
	2022		2021		2022		2021
Net Income (Loss)	$	(1,834)	$	(2,072)	$	(3,726)	$	(4,045)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment	(260)		104		(246)		303
Other	3		3		5		7
Other Comprehensive Income (Loss)	(257)		107		(241)		310
Total Comprehensive Income (Loss)	$	(2,091)	$	(1,965)	$	(3,967)	$	(3,735)

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

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CARNIVAL CORPORATION & PLC

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions, except par values)


	May 31, 2022		November 30, 2021
ASSETS
Current Assets
Cash and cash equivalents	$	7,054	$	8,939
Short-term investments	151		200
Trade and other receivables, net	359		246
Inventories	425		356
Prepaid expenses and other	566		392
Total current assets	8,554		10,133
Property and Equipment, Net	39,262		38,107
Operating Lease Right-of-Use Assets	1,205		1,333
Goodwill	579		579
Other Intangibles	1,167		1,181
Other Assets	2,221		2,011
	$	52,988	$	53,344
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term borrowings	$	2,675	$	2,790
Current portion of long-term debt	3,196		1,927
Current portion of operating lease liabilities	140		142
Accounts payable	912		797
Accrued liabilities and other	1,690		1,641
Customer deposits	4,767		3,112
Total current liabilities	13,380		10,408
Long-Term Debt	29,263		28,509
Long-Term Operating Lease Liabilities	1,120		1,239
Other Long-Term Liabilities	965		1,043
Contingencies and Commitments
Shareholders’ Equity
Common stock of Carnival Corporation, $0.01 par value; 1,960 shares authorized; 1,125 shares at 2022 and 1,116 shares at 2021 issued	11		11
Ordinary shares of Carnival plc, $1.66 par value; 217 shares at 2022 and 2021 issued	361		361
Additional paid-in capital	15,457		15,292
Retained earnings	2,649		6,448
Accumulated other comprehensive income (loss) (“AOCI”)	(1,742)		(1,501)
Treasury stock, 130 shares at 2022 and 2021 of Carnival Corporation and 71 shares at 2022 and 67 shares at 2021 of Carnival plc, at cost	(8,476)		(8,466)
Total shareholders’ equity	8,260		12,144
	$	52,988	$	53,344

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

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CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in millions)


	Six Months Ended May 31, 2022
	2022		2021
OPERATING ACTIVITIES
Net income (loss)	$	(3,726)	$	(4,045)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	1,126		1,119
Impairments	8		66
(Gain) loss on debt extinguishment	—		(4)
(Income) loss from equity-method investments	(4)		14
Share-based compensation	54		66
Amortization of discounts and debt issue costs	87		83
Noncash lease expense	68		71
Other, net	12		70
	(2,376)		(2,559)
Changes in operating assets and liabilities
Receivables	(120)		31
Inventories	(79)		—
Prepaid expenses and other	(395)		(696)
Accounts payable	139		(119)
Accrued liabilities and other	12		236
Customer deposits	1,611		245
Net cash provided by (used in) operating activities	(1,209)		(2,862)
INVESTING ACTIVITIES
Purchases of property and equipment	(3,221)		(2,157)
Proceeds from sales of ships and other	55		324
Purchase of minority interest	—		(90)
Purchase of short-term investments	(315)		(2,671)
Proceeds from maturity of short-term investments	364		467
Derivative settlements and other, net	10		(27)
Net cash provided by (used in) investing activities	(3,107)		(4,155)
FINANCING ACTIVITIES
Proceeds from (repayments of) short-term borrowings, net	(114)		17
Principal repayments of long-term debt	(684)		(1,365)
Proceeds from issuance of long-term debt	3,334		4,980
Issuance of common stock, net	30		996
Issuance of common stock under the Stock Swap Program	89		—
Purchase of treasury stock under the Stock Swap Program	(82)		—
Debt issue costs and other, net	(111)		(104)
Net cash provided by (used in) financing activities	2,463		4,523
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(35)		19
Net increase (decrease) in cash, cash equivalents and restricted cash	(1,888)		(2,474)
Cash, cash equivalents and restricted cash at beginning of period	8,976		9,692
Cash, cash equivalents and restricted cash at end of period	$	7,089	$	7,218

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		AOCI		Treasury stock		Total shareholders’ equity
At February 28, 2021	$	11	$	361	$	14,977	$	14,102	$	(1,233)	$	(8,404)	$	19,813
Net income (loss)	—		—		—		(2,072)		—		—		(2,072)
Other comprehensive income (loss)	—		—		—		—		107		—		107

Other	—		—		28		—		—		—		28
At May 31, 2021	$	11	$	361	$	15,005	$	12,030	$	(1,126)	$	(8,404)	$	17,876

At February 28, 2022	$	11	$	361	$	15,360	$	4,493	$	(1,486)	$	(8,428)	$	10,311
Net income (loss)	—		—		—		(1,834)		—		—		(1,834)
Other comprehensive income (loss)	—		—		—		—		(257)		—		(257)
Issuances of common stock, net	—		—		15		—		—		—		15
Purchases and issuances under the Stock Swap program, net	—		—		62		—		—		(57)		6
Issuance of treasury shares for vested share-based awards	—		—		—		(9)		—		9		—
Share-based compensation and other	—		—		19		(1)		—		—		19
At May 31, 2022	$	11	$	361	$	15,457	$	2,649	$	(1,742)	$	(8,476)	$	8,260


	Six Months Ended
	Common stock		Ordinary shares		Additional paid-in capital		Retained earnings		AOCI		Treasury stock		Total shareholders’ equity
At November 30, 2020	$	11	$	361	$	13,948	$	16,075	$	(1,436)	$	(8,404)	$	20,555
Net income (loss)	—		—		—		(4,045)		—		—		(4,045)
Other comprehensive income (loss)	—		—		—		—		310		—		310
Issuance of common stock, net	—		—		996		—		—		—		997
Other	—		—		60		—		—		—		60
At May 31, 2021	$	11	$	361	$	15,005	$	12,030	$	(1,126)	$	(8,404)	$	17,876

At November 30, 2021	$	11	$	361	$	15,292	$	6,448	$	(1,501)	$	(8,466)	$	12,144
Net income (loss)	—		—		—		(3,726)		—		—		(3,726)
Other comprehensive income (loss)	—		—		—		—		(241)		—		(241)
Issuances of common stock, net	—		—		30		—		—		—		30
Purchases and issuances under the Stock Swap program, net	—		—		89		—		—		(82)		8
Issuance of treasury shares for vested share-based awards	—		—		—		(72)		—		72		—
Share-based compensation and other	—		—		45		(1)		—		—		45
At May 31, 2022	$	11	$	361	$	15,457	$	2,649	$	(1,742)	$	(8,476)	$	8,260

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 – 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 May 31, 2022, 86% of our capacity was in guest cruise operation as part of our ongoing return to service. The extent of the effects of COVID-19 on our business are uncertain and will depend on future developments, including, but not limited to, the duration and continued severity of COVID-19 and the length of time it takes to return the company to profitability. COVID-19 and its ongoing effects, inflation and higher fuel prices are collectively having a material impact on our business, including our results of operations, liquidity and financial position.

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:

•Continued ongoing resumption of guest cruise operations, with 86% of the fleet back in guest cruise operations as of May 31, 2022

•Expected increases in revenue in 2023 on a per passenger basis compared to 2019, particularly as the friction from restrictive protocols wanes

•Expected improvement in occupancy throughout 2022 and 2023

•Expected continued spend to maintain enhanced health and safety protocols and to support the ongoing resumption of guest cruise operations, including completing the return of crew members to our ships

•Expected moderation of fuel prices beginning in the second half of 2022 and continuing into 2023

•Expected inflation and supply chain challenges to continue to weigh on costs, though moderated by a larger, more efficient fleet as compared to 2019

•Maintaining collateral and reserves at reasonable levels

In addition, we make certain assumptions about new ship deliveries, improvements and removals, and consider the future export credit financings that are associated with the new 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 and subsequent ongoing resumption of our guest cruise operations, and as a consequence, our ability to be predictive is uncertain. In addition, the magnitude and duration of the COVID-19 global pandemic and its ongoing effects, inflation and higher fuel prices are uncertain. We have made reasonable estimates and judgments of the impact of these events within our consolidated financial statements and there may be changes to those estimates in future periods. We took 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 various capital market opportunities to extend maturities and if appropriate, obtain relevant financial covenant amendments.

Based on these actions and our assumptions regarding the impact of COVID-19, considering our $7.5 billion of liquidity including cash, short-term investments and borrowings available under our revolving facility at May 31, 2022, as well as our continued ongoing 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 six months ended May 31, 2022 and 2021, the Consolidated Statements of Cash Flows for the six months ended May 31, 2022 and 2021 and the Consolidated Balance Sheet at May 31, 2022 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 2021 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S. Securities and Exchange Commission on January 27, 2022.

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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 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

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”), which provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. ASU 2020-04 is effective upon issuance and can be applied through December 31, 2022. The use of LIBOR was phased out at the end of 2021, although the phase-out of U.S. dollar LIBOR for existing agreements has been delayed until June 2023. We continue to monitor developments related to the LIBOR transition and identification of an alternative, market-accepted rate.

In December 2021, we amended our £350 million long-term debt agreement which referenced the British Pound sterling (“GBP”) LIBOR to the Sterling Overnight Index Average (“SONIA”) and applied the practical expedient. This amendment did not have a material impact on our consolidated financial statements. As of May 31, 2022, approximately $8.5 billion of our outstanding indebtedness bears interest at floating rates referenced to U.S. dollar LIBOR with maturity dates extending beyond June 30, 2023. We are currently evaluating our contracts referenced to U.S. dollar LIBOR and working with our creditors on updating credit agreements as necessary to include language regarding the successor or alternate rate to LIBOR. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements during the LIBOR transition period.

The FASB 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 and advance onboard purchases 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.

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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 and are directly imposed on a revenue-producing arrangement are expensed in commissions, transportation and other costs when the corresponding revenues are recognized. For the three and six months ended May 31, fees, taxes, and charges included in commissions, transportation and other costs were $96 million and $164 million in 2022 and were $5 million and $12 million in 2021. 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.

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 have at times issued enhanced FCCs. Enhanced FCCs provide the guest with an additional credit value above the original cash deposit received, and the enhanced value is recognized as a discount applied to the future cruise in the period used. We have paid refunds of customer deposits with respect to a portion of cancelled cruises. The amount of any future cash refunds may depend on future cruise cancellations and guest rebookings. We record a liability for unexpired FCCs to the extent we have received and not refunded cash from guests for cancelled bookings. We had total customer deposits of $5.1 billion as of May 31, 2022 and $3.5 billion as of November 30, 2021. Refunds payable to guests who have elected cash refunds are recorded in accounts payable. During the six months ended May 31, 2022 and 2021, we recognized revenues of $1.4 billion and an immaterial amount related to our customer deposits as of November 30, 2021 and 2020. Historically, our customer deposits balance changes due to the seasonal nature of cash collections, the recognition of revenue, refunds 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 as a result of obtaining the ticket contract and include prepaid travel agent commissions and prepaid credit and debit card fees. 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 contract assets of $208 million as of May 31, 2022 and $55 million as of November 30, 2021.

NOTE 3 – Debt

Short-Term Borrowings

As of May 31, 2022 and November 30, 2021, our short-term borrowings consisted of $2.7 billion and $2.8 billion under our $1.7 billion, €1.0 billion and £0.2 billion revolving credit facility (the “Revolving Facility”).

Export Credit Facility Borrowings

During the six months ended May 31, 2022, we borrowed $2.3 billion under export credit facilities due in semi-annual installments through 2034.

2030 Senior Unsecured Notes

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In May 2022, we issued an aggregate principal amount of $1.0 billion senior unsecured notes that mature on June 1, 2030 (the “2030 Senior Unsecured Notes”). The 2030 Senior Unsecured Notes bear interest at a rate of 10.5% per year.

Covenant Compliance

As of May 31, 2022, our Revolving Facility and substantially all of our unsecured loans and export credit facilities contain certain covenants, the most restrictive of which require us to:

•Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges) at the end of each fiscal quarter from August 31, 2023, at a ratio of not less than 2.0 to 1.0 for the August 31, 2023 testing date, 2.5 to 1.0 for the November 30, 2023 testing date, and 3.0 to 1.0 for the February 29, 2024 testing date onwards, or through their respective maturity dates

•Maintain minimum shareholders’ equity of $5.0 billion

•Limit our debt to capital (as defined) percentage from the November 30, 2021 testing date until the May 31, 2023 testing date, to a percentage not to exceed 75%, following which it will be tested at levels which decline ratably to 65% from the May 31, 2024 testing date onwards

•Maintain minimum liquidity of $1.5 billion through November 30, 2026

•Adhere to certain restrictive covenants through November 30, 2024

•Limit the amounts of our secured assets as well as secured and other indebtedness

At May 31, 2022, 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.

As of May 31, 2022, the scheduled maturities of our debt are as follows:


(in millions)
Year	Principal Payments
3Q 2022	$	397
4Q 2022	943
2023	2,837
2024 (a)	4,705
2025	4,415
2026	4,512
Thereafter	18,116
Total	$	35,925

(a)Includes borrowings of $2.7 billion under our Revolving Facility. Amounts outstanding under our Revolving Facility were drawn in 2020 for an initial six-month term. We may continue to re-borrow or otherwise utilize available amounts under the Revolving Facility through August 2024, subject to satisfaction of the conditions in the facility. We had $0.3 billion available for borrowing under our Revolving Facility as of May 31, 2022. 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 unutilized portion.

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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 Corporation “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. In the matter filed by Havana Docks Corporation, the hearings on motions for summary judgment were concluded on January 18, 2022. On March 21, 2022, the court granted summary judgment in favor of Havana Docks Corporation as to liability. The amount of damages will be determined at trial. On March 30, 2022, we filed a motion seeking clarification on a portion of the court’s order granting summary judgment as to liability. On May 9, 2022, the court granted the motion for clarification, vacating the portion of the March 21, 2022 order that had granted summary judgment in favor of plaintiff upon our Fifth Amendment affirmative defense. On March 30, 2022, we also filed a motion for interlocutory appeal and to stay. On May 13, 2022, the court denied this motion. The court has moved the trial date to September 19, 2022. In the matter filed by Javier Bengochea on December 20, 2021, the court issued an order inviting an amicus brief from the U.S. government on several issues involved in the appeal. The U.S. government filed its brief and the court ordered the parties to respond. On May 6, 2022 we filed our response brief. We continue to believe we have a meritorious defense to these actions and we believe that any final liability which may arise as a result of these actions is unlikely to have a material impact on our consolidated financial statements.

As previously disclosed, on April 8, 2020, DeCurtis LLC (“DeCurtis”), a former vendor, filed an action against Carnival Corporation in the U.S. District Court for the Middle District of Florida seeking declaratory relief that DeCurtis is not infringing on several of Carnival Corporation’s patents in relation to its OCEAN Medallion systems and technology. The action also raises certain monopolization claims under The Sherman Antitrust Act of 1890, unfair competition and tortious interference, and seeks declaratory judgment that certain Carnival Corporation patents are unenforceable. DeCurtis seeks damages, including its fees and costs, and seeks declarations that it is not infringing and/or that Carnival Corporation’s patents are unenforceable. On April 10, 2020, Carnival Corporation filed an action against DeCurtis in the U.S. District Court for the Southern District of Florida for breach of contract, trade secrets violations and patent infringement. Carnival Corporation seeks damages, including its fees and costs, as well as an order permanently enjoining DeCurtis from engaging in such activities. These two cases have now been consolidated in the Southern District of Florida. On April 25, 2022, we moved for summary judgment on our breach of contract claims and on all of DeCurtis’s claims. DeCurtis also filed a motion for summary judgment on certain portions of our claims. Both motions for summary judgment are fully briefed. We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

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COVID-19 Actions

Private Actions

We have been named in a number of individual actions related to COVID-19. Private parties have brought approximately 73 individual lawsuits as of May 31, 2022 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 May 31, 2022, 63 of these individual actions have now been dismissed or settled for immaterial amounts and 10 remain.

Additionally, as of May 31, 2022, 10 purported class actions have been brought by former guests from Ruby Princess, Diamond Princess, Grand Princess, Coral Princess and 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 May 31, 2022, eight of these class actions have either been settled individually for immaterial amounts or had their class allegations dismissed by the courts and two remain.

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

As previously disclosed, on December 15, 2020, a consolidated class action with 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, alleging violations of Sections 10(b) and 20(a) of the U.S. Securities and Exchange Act of 1934 by making misrepresentations and omissions related to Carnival Corporation’s COVID-19 knowledge and response. Plaintiffs seek to recover unspecified damages and equitable relief for the alleged misstatements and omissions. On March 30, 2022, the court granted our motion to dismiss with prejudice and no appeal was filed prior to the deadline.

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

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.

Other 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 intent from inadvertent events to malicious motivated attacks.

We responded to a cybersecurity event in May 2019 related to our email accounts, and detected ransomware attacks in August 2020 and December 2020, each of which resulted in unauthorized access to our information technology systems. We engaged a major cybersecurity firm to investigate these matters and notified relevant law enforcement and regulators of these incidents.

•For the May 2019 event, the investigation, communication and reporting phases are complete. An unauthorized third-party gained access to certain email accounts, which contained personal information relating to some guests, employees and crew for some of our operations.

•For the August 2020 and December 2020 events, the investigation, communication and reporting phases are complete. An unauthorized third-party gained access to certain of our information security systems, deployed ransomware and obtained personal information related to guests, employees and crew for some of our operations.

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. On June 24, 2022, we finalized a settlement with NY DFS, pursuant to which we will pay an amount that will not have a material impact on our consolidated financial statements. In addition, State Attorneys General from 46 states have completed their investigation of the May 2019 event. On June 22, 2022, we finalized a settlement with the State Attorneys General from these 46 states, pursuant to which we will pay an amount that will not have a material impact on our consolidated financial statements.

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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 these incidents are not expected to have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future litigation, attacks or incidents that could have such a material adverse effect.

On March 14, 2022, the United States Department of Justice and the United States Environmental Protection Agency notified Carnival Corporation & plc of potential civil penalties and injunctive relief for alleged Clean Water Act violations by owned and operated vessels covered by the 2013 Vessel General Permit. Carnival Corporation & plc is working with these agencies to reach a resolution of this matter. We do not expect this matter to have a material impact on our consolidated financial statements.

Other Contingent Obligations

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.

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 May 31, 2022 and November 30, 2021, we had $1.4 billion and $1.1 billion in reserve funds related to our customer deposits provided to satisfy these requirements which are included within other assets. We continue to expect to provide reserve funds under these agreements. Additionally, as of May 31, 2022 and November 30, 2021, we had $30 million of cash collateral in escrow which is included within other assets.

Ship Commitments

As of May 31, 2022, we expect the timing of our new ship growth capital commitments to be as follows:


(in millions) Year
Remainder of 2022	$	1,535
2023	2,422
2024	1,608		(a)
2025	927		(a)
2026	—
Thereafter	—
	$	6,492

(a) Includes a ship subject to financing

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.

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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


	May 31, 2022								November 30, 2021
	Carrying Value		Fair Value						Carrying Value		Fair Value
(in millions)			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
Liabilities
Fixed rate debt (a)	$	21,510	$	—	$	18,515	$	—	$	19,555	$	—	$	19,013	$	—
Floating rate debt (a)	14,415		—		12,703		—		14,415		—		13,451		—
Total	$	35,925	$	—	$	31,219	$	—	$	33,970	$	—	$	32,463	$	—

(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.

Financial Instruments that are Measured at Fair Value on a Recurring Basis


	May 31, 2022						November 30, 2021
(in millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	7,054	$	—	$	—	$	8,939	$	—	$	—


Short-term investments (a)	151		—		—		200		—		—
Derivative financial instruments	—		10		—		—		1		—
Total	$	7,205	$	10	$	—	$	9,139	$	1	$	—
Liabilities
Derivative financial instruments	$	—	$	18	$	—	$	—	$	13	$	—
Total	$	—	$	18	$	—	$	—	$	13	$	—

(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

The determination of the fair value of our reporting units’ goodwill and trademarks includes numerous estimates and underlying assumptions that are subject to various risks and uncertainties. At May 31, 2022 and November 30, 2021, goodwill for our North America and Australia (“NAA”) segment was $579 million. We had no goodwill for our Europe and Asia (“EA”) segment at May 31, 2022 and November 30, 2021.


	Trademarks
(in millions)	NAA Segment		EA Segment		Total
November 30, 2021	$	927	$	248	$	1,175
Exchange movements	—		(13)		(13)
May 31, 2022	$	927	$	234	$	1,161

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Impairment of Ships

We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment. As a result of the continued effect of COVID-19 on our business, and our updated expectations of the estimated selling values for certain of our ships, we determined that a ship had a net carrying value that exceeded its estimated discounted future cash flows as of February 28, 2022. We compared the estimated selling value to the net carrying value and, as a result, recognized ship impairment charges as summarized in the table below during the first quarter of 2022. The principal assumption used in our cash flow analyses was the timing of the sale and its proceeds, which is considered a Level 3 input. We believe that we have made reasonable estimates and judgments as part of our assessment. A change in the principal assumptions, which influences the determination of fair value, may result in a need to perform additional impairment reviews.

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 May 31,				Six Months Ended May 31,
(in millions)	2022		2021		2022		2021
NAA Segment	$	—	$	—	$	8	$	—
EA Segment	—		49		—		49
Total ship impairments	$	—	$	49	$	8	$	49

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

Derivative Instruments and Hedging Activities


(in millions)	Balance Sheet Location	May 31, 2022		November 30, 2021
Derivative assets
Derivatives designated as hedging instruments
Cross currency swaps (a)	Prepaid expenses and other	$	10	$	1


Total derivative assets		$	10	$	1
Derivative liabilities
Derivatives designated as hedging instruments

Cross currency swaps (a)	Other long-term liabilities	$	17	$	8

Interest rate swaps (b)	Accrued liabilities and other	1		3
	Other long-term liabilities	—		2
Total derivative liabilities		$	18	$	13

(a)At May 31, 2022, we had cross currency swaps totaling $665 million that are designated as hedges of our net investment in foreign operations with euro-denominated functional currencies. At May 31, 2022, these cross currency swaps settle through 2027.

(b)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 $116 million at May 31, 2022 and $160 million at November 30, 2021 of EURIBOR-based floating rate euro debt to fixed rate euro debt. At May 31, 2022, 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, when applicable.

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	May 31, 2022
(in millions)	Gross Amounts		Gross Amounts Offset in the Balance Sheet		Total Net Amounts Presented in the Balance Sheet		Gross Amounts not Offset in the Balance Sheet		Net Amounts
Assets	$	10	$	—	$	10	$	—	$	10
Liabilities	$	18	$	—	$	18	$	—	$	18

	November 30, 2021
(in millions)	Gross Amounts		Gross Amounts Offset in the Balance Sheet		Total Net Amounts Presented in the Balance Sheet		Gross Amounts not Offset in the Balance Sheet		Net Amounts
Assets	$	1	$	—	$	1	$	—	$	1
Liabilities	$	13	$	—	$	13	$	—	$	13

The effect of our derivatives qualifying and designated as hedging instruments recognized in other comprehensive income (loss) and in net income (loss) was as follows:


	Three Months Ended May 31,				Six Months Ended May 31,
(in millions)	2022		2021		2022		2021
Gains (losses) recognized in AOCI:
Cross currency swaps - net investment hedges - included component	$	27	$	—	$	33	$	—
Cross currency swaps - net investment hedges - excluded component	$	(11)	$	—	$	(20)	$	—


Interest rate swaps - cash flow hedges	$	6	$	1	$	9	$	2
Gains (losses) reclassified from AOCI - cash flow hedges:
Interest rate swaps - Interest expense, net of capitalized interest	$	(1)	$	(1)	$	(1)	$	(3)
Foreign currency zero cost collars - Depreciation and amortization	$	1	$	—	$	1	$	1
Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges)
Cross currency swaps - Interest expense, net of capitalized interest	$	3	$	—	$	4	$	—

The amount of estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months is not material.

Financial Risks

Fuel Price Risks

We manage our exposure to fuel price risk by managing our consumption of fuel. Substantially all of our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships. We manage fuel consumption through ship maintenance practices, modifying our itineraries and implementing innovative technologies.

Foreign Currency Exchange Rate Risks

Overall Strategy

We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating and financing activities, including netting certain exposures to take advantage of any natural offsets and, when considered appropriate, through the use of derivative and non-derivative financial instruments. Our primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced by our operations and realized if we exchange one currency for another. We consider hedging certain of our ship commitments and net investments in foreign operations. The financial impacts of our hedging instruments generally offset the changes in the underlying exposures being hedged.

Operational Currency Risks

Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. Our operations also have revenue and expenses denominated in non-functional currencies. Movements in foreign currency exchange rates affect our financial statements.

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Investment Currency Risks

We consider our investments in foreign operations to be denominated in stable currencies and of a long-term nature. We partially mitigate the currency exposure of our investments in foreign operations by designating a portion of our foreign currency debt and derivatives as hedges of these investments. As of May 31, 2022, we have designated $442 million of our sterling-denominated debt as non-derivative hedges of our net investments in foreign operations. For the three and six months ended May 31, 2022, we recognized $28 million and $25 million of gains on these non-derivative net investment hedges in the cumulative translation adjustment section of other comprehensive income (loss). We also have euro-denominated debt, including the effect of cross currency swaps, which provides an economic offset for our operations with euro functional currency.

Newbuild Currency Risks

Our shipbuilding contracts are typically denominated in euros. Our decision to hedge a non-functional currency ship commitment for our cruise brands is made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks.

At May 31, 2022, our remaining newbuild currency exchange rate risk primarily relates to euro-denominated newbuild contract payments to non-euro functional currency brands, which represent a total unhedged commitment of $5.6 billion for newbuilds scheduled to be delivered through 2025.

The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than our cruise brands’ 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.

Concentrations of Credit Risk

As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash equivalents, investments, notes receivables, reserve funds related to customer deposits, future financing facilities, contingent obligations, derivative instruments, insurance contracts, long-term ship charters and new ship progress payment guarantees, by:

•Conducting business with well-established financial institutions, insurance companies and export credit agencies

•Diversifying our counterparties

•Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard liquidity and minimize risk

•Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales, long-term ship charters and new ship progress payments to shipyards

At May 31, 2022, our exposures under derivative instruments were not material. We also monitor the creditworthiness of travel agencies and tour operators in Asia, Australia and Europe, which includes charter-hire agreements in Asia and credit and debit card providers to which we extend credit in the normal course of our business. Concentrations of credit risk associated with trade receivables and other receivables, charter-hire agreements and contingent obligations are not considered to be material, principally due to the large number of unrelated accounts, the nature of these contingent obligations and their short maturities. Normally, we have not required collateral or other security to support normal credit sales. Historically, we have not experienced significant credit losses, including counterparty nonperformance; however, because of the impact COVID-19 is having on economies, we have experienced, and may continue to experience, an increase in credit losses.

Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in Australia and most of Europe where we are obligated to honor our guests’ cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments.

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NOTE 6 – Segment Information

Our operating segments are reported on the same basis as the internally reported information that is provided to our chief operating decision maker (“CODM”), who is the President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation and Carnival plc. The CODM assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments. Our four reportable segments are comprised of (1) NAA cruise operations, (2) EA cruise operations, (3) Cruise Support and (4) Tour and Other.

The operating segments within each of our NAA and EA reportable segments have been aggregated based on the similarity of their economic and other characteristics, including geographic guest sourcing. Our Cruise Support segment includes our portfolio of leading port destinations and 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.


	Three Months Ended May 31,
(in millions)	Revenues		Operating costs and expenses		Selling and administrative		Depreciation and amortization		Operating income (loss)
2022
NAA	$	1,666	$	1,768	$	366	$	353	$	(821)
EA	666		848		175		179		(536)
Cruise Support	40		26		71		35		(92)
Tour and Other	29		41		6		6		(24)
	$	2,401	$	2,683	$	619	$	572	$	(1,473)
2021
NAA	$	9	$	365	$	233	$	341	$	(930)
EA	33		298		131		186		(582)
Cruise Support	—		7		43		33		(82)
Tour and Other	7		12		11		6		(21)
	$	50	$	681	$	417	$	567	$	(1,616)


	Six Months Ended May 31,
(in millions)	Revenues		Operating costs and expenses		Selling and administrative		Depreciation and amortization		Operating income (loss)
2022
NAA	$	2,792	$	3,055	$	710	$	687	$	(1,661)
EA	1,123		1,546		352		359		(1,134)
Cruise Support	73		54		75		68		(126)
Tour and Other	37		57		12		11		(44)
	$	4,024	$	4,713	$	1,149	$	1,126	$	(2,964)
2021
NAA	$	19	$	680	$	453	$	676	$	(1,790)
EA	41		496		239		370		(1,064)
Cruise Support	—		15		171		61		(247)
Tour and Other	14		25		17		12		(39)
	$	75	$	1,216	$	879	$	1,119	$	(3,139)

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Revenue by geographic areas, which are based on where our guests are sourced, were as follows:


(in millions)	Three Months Ended May 31, 2022		Six Months Ended May 31, 2022
North America	$	1,620	$	2,738
Europe	741		1,220
Australia and Asia	15		23
Other	24		42
	$	2,401	$	4,024

As a result of the pause in our guest cruise operations, revenue data for the three and six months ended May 31, 2021 is not included in the table.

NOTE 7 – Earnings Per Share


	Three Months Ended May 31,				Six Months Ended May 31,
(in millions, except per share data)	2022		2021		2022		2021
Net income (loss) for basic and diluted earnings per share	$	(1,834)	$	(2,072)	$	(3,726)	$	(4,045)
Weighted-average shares outstanding	1,140		1,132		1,139		1,113
Dilutive effect of equity plans	—		—		—		—
Diluted weighted-average shares outstanding	1,140		1,132		1,139		1,113
Basic earnings per share	$	(1.61)	$	(1.83)	$	(3.27)	$	(3.63)
Diluted earnings per share	$	(1.61)	$	(1.83)	$	(3.27)	$	(3.63)

Antidilutive shares excluded from diluted earnings per share computations were as follows:


	Three Months Ended May 31,		Six Months Ended May 31,
(in millions)	2022	2021	2022	2021
Equity awards	1	3	2	3
Convertible Notes	52	54	52	54
Total antidilutive securities	53	57	54	57

NOTE 8 – Supplemental Cash Flow Information


(in millions)	May 31, 2022		November 30, 2021
Cash and cash equivalents (Consolidated Balance Sheets)	$	7,054	$	8,939
Restricted cash included in prepaid expenses and other and other assets	35		38
Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows)	$	7,089	$	8,976

For the six months ended May 31, 2022 and 2021, we did not have borrowings or repayments of commercial paper with original maturities greater than three months.

NOTE 9 – Property and Equipment

Ship Sales

During 2022, we entered into an agreement to sell one NAA segment ship and completed the sales of one NAA segment ship and one EA segment ship, which collectively represent a passenger-capacity reduction of 4,110 for our NAA segment and 1,410 for our EA segment.

Refer to Note 5 - “Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks, Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis, Impairment of Ships” for additional discussion.

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NOTE 10 – Shareholders’ Equity

We have a program that 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 (the “Stock Swap Program”).

During the three and six months ended May 31, 2022, under the Stock Swap Program, we sold 3.9 million and 5.2 million of Carnival Corporation’s common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $6 million and $8 million, which were used for general corporate purposes. During the three and six months ended May 31, 2021, there were no sales or repurchases under the Stock Swap Program.

Additionally, during the three and six months ended May 31, 2022, we sold 0.8 million and 1.6 million shares of Carnival Corporation common stock at an average price per share of $18.54 and $19.27, resulting in net proceeds of $15 million and $30 million.

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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			•Goodwill, ship and trademark fair values
•Booking levels			•Liquidity and credit ratings
•Occupancy			•Adjusted earnings per share
•Interest, tax and fuel expenses			•Return to guest cruise operations
•Currency exchange rates			•Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations
•Estimates of ship depreciable lives and residual values

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 amplified by and will continue to be amplified by, or in the future may be amplified by, COVID-19. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown. These factors include, but are not limited to, the following:

•COVID-19 has had, and is expected to continue to have, a significant impact on our financial condition and operations. The current, and uncertain future, impact of COVID-19, including its effect on the ability or desire of people to travel (including on cruises), is expected to continue to impact our results, operations, outlooks, plans, goals, reputation, litigation, cash flows, liquidity, and stock price.

•Events and conditions around the world, including war and other military actions, such as the current invasion of Ukraine, heightened inflation and other general concerns impacting the ability or desire of people to travel have and may lead to a decline in demand for cruises, impact our operating costs and profitability.

•Incidents concerning our ships, guests or the cruise vacation industry have in the past and may, in the future, 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-corruption, economic sanctions, trade protection and tax 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 sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them, may expose us to risks that may adversely impact our business.

•Breaches in data security and lapses in data privacy as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and may lead to reputational damage.

•The loss of key employees, our inability to recruit or retain qualified shoreside and shipboard employees 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.

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•We rely on supply chain vendors who are integral to the operations of our businesses. These vendors and service providers are also affected by COVID-19 and may be unable to deliver on their commitments which could 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 lead to a decline in 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.

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-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

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. Historically, 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. This historical trend was disrupted in 2020 by the pause and in 2021 by the ongoing resumption of guest cruise operations. In addition, substantially all of Holland America Princess Alaska Tours’ revenue and net income (loss) is generated from May through September in conjunction with Alaska’s cruise season.

Known Trends and Uncertainties

•We believe the increased cost of fuel, liquefied natural gas (“LNG”) and other related costs are reasonably likely to continue to impact our profitability in both the short and long-term.

•We expect inflation and supply chain challenges to continue to weigh on our operating costs, and they are reasonably likely to continue to impact our profitability.

•We believe the increasing global focus on climate change, including the reduction of carbon emissions and new and evolving regulatory requirements, is reasonably likely to materially impact our future costs, capital expenditures and revenues and/or the relationship between them. The full impact of climate change to our business is not yet known.

•In addition, as is the case with the travel and leisure sector generally, we are experiencing some challenges with onboard staffing which have resulted in occupancy constraints on certain voyages and are reasonably likely to impact our profitability in the short-term.

•We expect a net loss for the third quarter of 2022. For the full year 2022, we continue to expect a net loss.

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Statistical Information


	Three Months Ended May 31,						Six Months Ended May 31,
	2022			2021			2022			2021
Passenger Cruise Days (“PCDs”) (in thousands) (a)	11,434			138			18,663			166
Available Lower Berth Days (“ALBDs”) (in thousands) (b)	16,666			444			29,989			617
Occupancy percentage (c)	69		%	31		%	62		%	27		%
Passengers carried (in thousands)	1,652			27			2,663			32
Fuel consumption in metric tons (in thousands)	632			246			1,198			508
Fuel consumption in metric tons per thousand ALBDs	37.9			(d)			40.0			(d)
Fuel cost per metric ton consumed	$	869		$	467		$	765		$	428

Currencies (USD to 1)
AUD	$	0.73		$	0.77		$	0.72		$	0.77
CAD	$	0.79		$	0.81		$	0.79		$	0.80
EUR	$	1.08		$	1.20		$	1.11		$	1.21
GBP	$	1.29		$	1.39		$	1.32		$	1.38

The ongoing resumption of guest cruise operations is continuing to have a material impact on all aspects of our business, including the above statistical information.

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)Occupancy, in accordance with cruise industry practice, is calculated using a numerator of PCDs and 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.

(d)Fuel consumption in metric tons per thousand ALBDs for 2021 is not meaningful.

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Results of Operations


Consolidated
	Three Months Ended May 31,							Six Months Ended May 31,
(in millions)	2022		2021		Change		2022			2021			Change
Revenues
Passenger ticket	$	1,285	$	20	$	1,265		$	2,158		$	23		$	2,135
Onboard and other	1,116		29		1,086			1,866			52			1,814
	2,401		50		2,351			4,024			75			3,949
Operating Costs and Expenses
Commissions, transportation and other	325		22		303			576			37			539
Onboard and other	314		15		300			523			22			501
Payroll and related	533		241		291			1,038			460			579
Fuel	545		113		432			910			216			694
Food	191		17		175			327			28			299
Ship and other impairments	—		49		(49)			8			49			(42)
Other operating	774		224		551			1,331			404			927
	2,683		681		2,002			4,713			1,216			3,497

Selling and administrative	619		417		201			1,149			879			269
Depreciation and amortization	572		567		5			1,126			1,119			7

	3,874		1,665		2,209			6,988			3,214			3,774
Operating Income (Loss)	(1,473)		(1,616)		142			(2,964)			(3,139)			175
Nonoperating Income (Expense)
Interest income	6		4		2			9			7			2
Interest expense, net of capitalized interest	(370)		(437)		67			(738)			(835)			97
Gains (losses) on debt extinguishment, net	—		2		(2)			—			4			(4)
Other income (expense), net	6		(13)		19			(26)			(75)			49
	(358)		(444)		86			(755)			(900)			144
Income (Loss) Before Income Taxes	$	(1,831)	$	(2,060)	$	228		$	(3,719)		$	(4,039)		$	319


NAA
	Three Months Ended May 31,							Six Months Ended May 31,
(in millions)	2022		2021		Change		2022			2021			Change
Revenues
Passenger ticket	$	862	$	2	$	860		$	1,447		$	1		$	1,446
Onboard and other	804		7		798			1,345			18			1,327
	1,666		9		1,657			2,792			19			2,773

Operating Costs and Expenses	1,768		365		1,403			3,055			680			2,375
Selling and administrative	366		233		133			710			453			257
Depreciation and amortization	353		341		12			687			676			12

	2,487		939		1,548			4,453			1,809			2,644
Operating Income (Loss)	$	(821)	$	(930)	$	109		$	(1,661)		$	(1,790)		$	129

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EA
	Three Months Ended May 31,							Six Months Ended May 31,
(in millions)	2022		2021		Change		2022			2021			Change
Revenues
Passenger ticket	$	490	$	19	$	472		$	832		$	22		$	810
Onboard and other	175		15		161			291			19			271
	666		33		633			1,123			41			1,082

Operating Costs and Expenses	848		298		550			1,546			496			1,050
Selling and administrative	175		131		45			352			239			113
Depreciation and amortization	179		186		(8)			359			370			(11)

	1,202		615		587			2,257			1,105			1,152
Operating Income (Loss)	$	(536)	$	(582)	$	46		$	(1,134)		$	(1,064)		$	(70)

We paused our guest cruise operations in March 2020. As of May 31, 2022, 86% of our capacity was in guest cruise operation, compared to 6% as of May 31, 2021. Our NAA segment had 90% of its capacity in guest cruise operations as of May 31, 2022 and no ships operating with guests onboard as of May 31, 2021. Our EA segment had 81% of its capacity in guest cruise operations as of May 31, 2022, compared to 16% as of May 31, 2021 when it had five ships operating with guests onboard.

The COVID-19 global pandemic and its ongoing effects, inflation and higher fuel prices are collectively having a material negative impact on all aspects of our business, including our results of operations, liquidity and financial position. The full extent of these impacts are uncertain.

Three Months Ended May 31, 2022 Compared to Three Months Ended May 31, 2021

Revenues

Consolidated

Cruise passenger ticket revenues made up 54% of our total revenues for the three months ended May 31, 2022 while onboard and other revenues made up 46%. Revenues for the three months ended May 31, 2022 increased by $2.4 billion as compared to the three months ended May 31, 2021 due to the ongoing resumption of guest cruise operations and the significant increase of ships in service. ALBDs increased to 16.7 million for the three months ended May 31, 2022 as compared to 0.4 million for the three months ended May 31, 2021. Occupancy for the three months ended May 31, 2022 was 69% compared to 31% for the three months ended May 31, 2021.

NAA Segment

Cruise passenger ticket revenues made up 52% of our NAA segment’s total revenues for the three months ended May 31, 2022 while onboard and other cruise revenues made up 48%. NAA segment revenues for the three months ended May 31, 2022 increased by $1.7 billion as compared to the three months ended May 31, 2021 due to the ongoing resumption of guest cruise operations and the significant increase of ships in service. ALBDs increased to 10.1 million for the three months ended May 31, 2022 as compared to 0.0 million for the three months ended May 31, 2021. Occupancy for the three months ended May 31, 2022 was 79%.

EA Segment

Cruise passenger ticket revenues made up 74% of our EA segment’s total revenues for the three months ended May 31, 2022 while onboard and other cruise revenues made up 26%. EA segment revenues for the three months ended May 31, 2022 increased by $0.6 billion as compared to the three months ended May 31, 2021 due to the ongoing resumption of guest cruise operations and the significant increase of ships in service. ALBDs increased to 6.6 million for the three months ended May 31, 2022 as compared to 0.4 million for the three months ended May 31, 2021. Occupancy for the three months ended May 31, 2022 was 53% compared to 31% for the three months ended May 31, 2021.

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Operating Costs and Expenses

Consolidated

Operating costs and expenses increased by $2.0 billion to $2.7 billion for the three months ended May 31, 2022 from $0.7 billion for the three months ended May 31, 2021. These increases were driven by our ongoing resumption of guest cruise operations and restart related expenses, including the cost of returning ships to guest cruise operations and returning crew members to our ships, higher number of dry-dock days, the cost of maintaining enhanced health and safety protocols, inflation and supply chain disruptions. We anticipate that some of these costs and expenses will end in 2022.

Fuel costs increased by $432 million to $545 million for the three months ended May 31, 2022 from $113 million for the three months ended May 31, 2021. This increase was caused by higher fuel consumption of 386 thousand metric tons, due to the resumption of guest cruise operations, and an increase in fuel prices of $402 per metric ton consumed for the three months ended May 31, 2022 compared to the three months ended May 31, 2021.

Selling and administrative expenses increased by $201 million to $619 million for the three months ended May 31, 2022 from $417 million for the three months ended May 31, 2021. This increase was caused by increased advertising and promotional spend incurred as part of our ongoing resumption of guest cruise operations and higher administrative expenses.

There were no ship impairment charges for the three months ended May 31, 2022. We recognized a ship impairment charge of $49 million for the three months ended May 31, 2021.

The drivers in changes in costs and expenses for our NAA and EA segments are the same as those described for our consolidated results.

Nonoperating Income (Expense)

Interest expense, net of capitalized interest decreased by $67 million to $370 million for the three months ended May 31, 2022 from $437 million for the three months ended May 31, 2021. The decrease was caused by a lower average interest rate as a result of completed refinancing efforts and was partially offset by a higher average debt balance for the three months ended May 31, 2022 compared to the three months ended May 31, 2021.

Six Months Ended May 31, 2022 Compared to Six Months Ended May 31, 2021

Revenues

Consolidated

Cruise passenger ticket revenues made up 54% of our total revenues for the six months ended May 31, 2022 while onboard and other revenues made up 46%. Revenues for the six months ended May 31, 2022 increased by $3.9 billion as compared to the six months ended May 31, 2021 due to the ongoing resumption of guest cruise operations and the significant increase of ships in service. ALBDs increased to 30.0 million for the six months ended May 31, 2022 as compared to 0.6 million for the six months ended May 31, 2021. Occupancy for the six months ended May 31, 2022 was 62% compared to 27% for the six months ended May 31, 2021.

NAA Segment

Cruise passenger ticket revenues made up 52% of our NAA segment’s total revenues for the six months ended May 31, 2022 while onboard and other cruise revenues made up 48%. NAA segment revenues for the six months ended May 31, 2022 increased by $2.8 billion as compared to the six months ended May 31, 2021 due to the ongoing resumption of guest cruise operations and the significant increase of ships in service. ALBDs increased to 18.8 million for the six months ended May 31, 2022 as compared to 0.0 million for the six months ended May 31, 2021. Occupancy for the six months ended May 31, 2022 was 70%.

EA Segment

Cruise passenger ticket revenues made up 74% of our EA segment’s total revenues for the six months ended May 31, 2022 while onboard and other cruise revenues made up 26%. EA segment revenues for the six months ended May 31, 2022 increased by $1.1 billion as compared to the six months ended May 31, 2021 due to the ongoing resumption of guest cruise operations and the significant increase of ships in service. ALBDs increased to 11.2 million for the six months ended May 31, 2022 as

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compared to 0.6 million for the six months ended May 31, 2021. Occupancy for the six months ended May 31, 2022 was 50% compared to 27% for the six months ended May 31, 2021.

Operating Costs and Expenses

Consolidated

Operating costs and expenses increased by $3.5 billion to $4.7 billion for the six months ended May 31, 2022 from $1.2 billion for the six months ended May 31, 2021. These increases were driven by our ongoing resumption of guest cruise operations and restart related expenses, including the cost of returning ships to guest cruise operations and returning crew members to our ships, higher number of dry-dock days, the cost of maintaining enhanced health and safety protocols, inflation and supply chain disruptions. We anticipate that some of these costs and expenses will end in 2022.

Fuel costs increased by $694 million to $910 million for the six months ended May 31, 2022 from $216 million for the six months ended May 31, 2021. The increase was caused by higher fuel consumption of 690 thousand metric tons, due to the resumption of guest cruise operations, and an increase in fuel prices of $336 per metric ton consumed for the six months ended May 31, 2022 compared to the six months ended May 31, 2021.

Selling and administrative expenses increased by $0.3 billion to $1.1 billion for the six months ended May 31, 2022 from $0.9 billion for the six months ended May 31, 2021. The increase was principally driven by higher advertising and promotional spend incurred as part of our ongoing resumption of guest cruise operations.

We recognized a ship impairment charge of $8 million for the six months ended May 31, 2022 and a ship impairment charge of $49 million for the six months ended May 31, 2021.

The drivers in changes in costs and expenses for our NAA and EA segments are the same as those described for our consolidated results.

Nonoperating Income (Expense)

Interest expense, net of capitalized interest, decreased by $97 million to $738 million for the six months ended May 31, 2022 from $835 million for the six months ended May 31, 2021. The decrease was caused by a lower average interest rate as a result of completed refinancing efforts and was partially offset by a higher average debt balance for the six months ended May 31, 2022 compared to the six months ended May 31, 2021.

Liquidity, Financial Condition and Capital Resources

As of May 31, 2022, we had $7.5 billion of liquidity including cash, short-term investments and borrowings available under our Revolving Facility. During 2022, we will continue to be focused on pursuing various capital market opportunities to extend maturities and if appropriate, obtain relevant financial covenant amendments.

We had a working capital deficit of $4.8 billion as of May 31, 2022 compared to working capital deficit of $0.3 billion as of November 30, 2021. The increase in working capital deficit was caused by a decrease in cash and cash equivalents, an increase in customer deposits and an increase in current portion of long-term debt. Historically, during our normal operations, 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 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 $4.8 billion and $3.1 billion of customer deposits as of May 31, 2022 and November 30, 2021, respectively. We have paid refunds of customer deposits with respect to a portion of cancelled cruises. The amount of any future cash refunds may depend on future cruise cancellations and guest rebookings. 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. In addition, we have a relatively low-level of accounts receivable and limited investment in inventories.

Refer to Note 1 - “General, Liquidity and Management’s Plans” of the consolidated financial statements for additional discussion regarding our liquidity.

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Sources and Uses of Cash

Operating Activities

Our business used $1.2 billion of net cash flows in operating activities during the six months ended May 31, 2022, a decrease of $1.7 billion, compared to $2.9 billion of net cash flows used for the same period in 2021. This decrease was due to an increase in cash inflows from customer deposits during the six months ended May 31, 2022 compared to the same period in 2021.

Investing Activities

During the six months ended May 31, 2022, net cash used in investing activities was $3.1 billion. This was driven by the following:

•Capital expenditures of $2.6 billion for our ongoing new shipbuilding program

•Capital expenditures of $581 million for ship improvements and replacements, information technology and buildings and improvements

•Proceeds from sale of ships and other of $55 million

•Purchases of short-term investments of $315 million

•Proceeds from maturity of short-term investments of $364 million

During the six months ended May 31, 2021, net cash used in investing activities was $4.2 billion. This was driven by the following:

•Capital expenditures of $2.0 billion for our ongoing new shipbuilding program

•Capital expenditures of $168 million for ship improvements and replacements, information technology and buildings and improvements

•Proceeds from sale of ships and other of $324 million

•Purchases of short-term investments of $2.7 billion

•Proceeds from maturity of short-term investments of $467 million

Financing Activities

During the six months ended May 31, 2022, net cash provided by financing activities of $2.5 billion was caused by the following:

•Issuances of $3.3 billion of long-term debt

•Repayments of $0.7 billion of long-term debt

•Payments of $110 million related to debt issuance costs

•Net repayments of short-term borrowings of $114 million

•Purchases of $82 million of Carnival plc ordinary shares and issuances of $89 million of Carnival Corporation common stock under our Stock Swap Program

During the six months ended May 31, 2021, net cash provided by financing activities of $4.5 billion was caused by the following:

•Repayments of $1.4 billion of long-term debt

•Issuances of $5.0 billion of long-term debt, including net proceeds of $3.4 billion from the issuance of the 2027 Senior Unsecured Notes

•Net proceeds of $996 million from our public offering of Carnival Corporation common stock

Funding Sources

As of May 31, 2022, we had $7.5 billion of liquidity including cash, short-term investments and borrowings available under our revolving facility. In addition, we had $3.1 billion of undrawn export credit facilities to fund ship deliveries planned through 2024. We plan to use future cash flows from operations to fund our cash requirements including capital expenditures not funded by our export credit facilities.

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(in billions)	2022		2023		2024
Future export credit facilities at May 31, 2022	$	0.8	$	1.7	$	0.6

Our export credit facilities contain various financial covenants as described in Note 3 - “Debt”. At May 31, 2022, 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.

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.

Interest Rate Risks

The composition of our debt, after the effect of cross currency swaps (designated as hedges of net investments) and interest rate swaps, was as follows:


	May 31, 2022
Fixed rate	44	%
EUR fixed rate	16	%
Floating rate	24	%
EUR floating rate	14	%
GBP floating rate	1	%

Item 4. Controls and Procedures.

A. Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Our President, Chief Executive Officer and Chief Climate Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of May 31, 2022, that they are effective at a reasonable level of assurance, as described above.

B. Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended May 31, 2022 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 “Other 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 will exceed $1 million.

As previously disclosed, Princess Cruises entered into a plea agreement in December 2016 with the U.S. Department of Justice, which resulted in a five-year term of probation that started in 2017 and the adoption of a court-supervised environmental compliance plan. On April 18, 2022, the probation period ended and the court-supervised environmental compliance plan terminated.

Item 1A. Risk Factors.

The risk factors in this Form 10-Q below should be carefully considered, including the risk factors discussed in “Risk Factors” and other risks discussed in our Form 10-K. These risks 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.

Operating Risk Factors

We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action, most recently the current invasion of Ukraine, and other general concerns. The current invasion of Ukraine and its resulting impacts, including supply chain disruptions, increased fuel prices and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business. These factors may also have the effect of heightening many other risks to our business, any of which could materially and adversely affect our business and results of operations. Additionally, we have been, and may continue to be, impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events, government policies increasing the difficulty of travel and limitations on issuing international travel visas. We have been and may continue to be impacted by inflation and supply chain disruptions and may also be impacted by adverse changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels.

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

I.Stock Swap Program

We have a program that 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 Board of Directors authorized the sale of up to $500 million shares of Carnival Corporation common stock in the U.S. market and the purchase of Carnival plc ordinary shares on at least an equivalent basis.

We may in the future implement a program to allow us to obtain 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. During the three months ended May 31, 2022, under the Stock Swap Program, we sold 3.9 million shares of Carnival Corporation’s common stock and repurchased the same amount of Carnival plc ordinary shares,

Table of Contents

resulting in net proceeds of $6 million, which were used for general corporate purposes. Since the beginning of the Stock Swap Program, first authorized in June 2021, we have sold 14.1 million shares of Carnival Corporation’s common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $27 million.


Period	Total Number of Shares of Carnival plc Ordinary Shares Purchased (a) (in millions)	Average Price Paid per Share of Carnival plc Ordinary Share		Maximum Number of Carnival plc Ordinary Shares That May Yet Be Purchased Under the Carnival Corporation Stock Swap Program (in millions)
March 1, 2022 through March 31, 2022	—	$	—	8.2
April 1, 2022 through April 30, 2022	1.1	$	17.52	7.1
May 1, 2022 through May 31, 2022	2.8	$	13.20	4.2
Total	3.9	$	14.40

(a) No ordinary shares of Carnival plc were purchased outside of publicly announced plans or programs.

Table of Contents

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

Material Contracts

10.1

Carnival Corporation Fun Ship Nonqualified Savings Plan restated effective January 1, 202 2.

10.2

Indenture, dated as of May 25, 2022, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 10.500% Senior Unsecured Notes due 2030.

8-K

10.1

5/25/2022

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

Table of Contents

INDEX TO EXHIBITS

Incorporated by Reference

Filed/
Furnished
Herewith

Exhibit
Number

Exhibit Description

Form

Exhibit

Filing
Date

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 May 31, 2022, as filed with the Securities and Exchange Commission on June 29, 2022, formatted in Inline XBRL, are as follows:

(i) the Consolidated Statements of Income (Loss) for the three and six months ended May 31, 2022 and 2021;

(ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended May 31, 2022 and 2021;

(iii) the Consolidated Balance Sheets at May 31, 2022 and November 30, 2021;

(iv) the Consolidated Statements of Cash Flows for the six months ended May 31, 2022 and 2021;

(v) the Consolidated Statements of Shareholders’ Equity for the three and six months ended May 31, 2022 and 2021;

(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 May 31, 2022, as filed with the Securities and Exchange Commission on June 29, 2022, 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

By:

/s/ Arnold W. Donald

By:

/s/ Arnold W. Donald

Arnold W. Donald

President, Chief Executive Officer and Chief Climate Officer

By:

/s/ David Bernstein

By:

/s/ David Bernstein

David Bernstein

Chief Financial Officer and Chief Accounting Officer

Date: June 29, 2022

Document

THE CARNIVAL CORPORATION

FUN SHIP NONQUALIFIED SAVINGS PLAN

Approved by the Compensation Committees on April 5, 2022

Restated effective as of January 1, 2022

TABLE OF CONTENTS


		Page
ARTICLE 1	PURPOSE	1

ARTICLE 2	DEFINITIONS	2

2.1	Affiliated Company	2
2.2	Beneficiary	2
2.3	Board	2
2.4	Bonus	2
2.5	Code	2
2.6	Company	2
2.7	Effective Date	2
2.8	Eligible Earnings	2
2.9	Eligible Employee	3
2.10	Employee	3
2.11	Employer	3
2.12	ERISA	3
2.13	Hour of Service	3
2.14	Parental Leave	4
2.15	Participant	4
2.16	Permanent Disability	4
2.17	Permitted Leave	4
2.18	Plan	5
2.19	Plan Year	5
2.20	Profit-Sharing Contributions	5
2.21	Retirement	5
2.22	Retirement Committee (or Committee)	5
2.23	Spouse	5
2.24	Termination of Employment	5
2.25	Valuation Date	5
2.26	Year of Service	5

ARTICLE 3	ELIGIBILITY TO PARTICIPATE	6

3.1	Determination of Eligible Employee Status	6
3.2	Commencement of Participation	6
3.3	Cessation of Participation	6

ARTICLE 4	EMPLOYER CONTRIBUTIONS	7

4.1	Profit-Sharing Contributions	7
4.2	Vesting of Profit-Sharing Contributions	7

ARTICLE 5	INVESTMENTS AND PARTICIPANT ACCOUNTS	9

-i-

TABLE OF CONTENTS

(continued)


		Page
5.1	Establishment Accounts	9
5.2	Obligation of the Company	9

ARTICLE 6	DISTRIBUTIONS	10

6.1	Form and Timing of Distribution	10

ARTICLE 7	ADMINISTRATION	11

7.1	Administration	11
7.2	Plan Expenses	11
7.3	Indemnification	11
7.4	Claims Procedure	11
7.5	Claims Review Procedure	11

ARTICLE 8	AMENDMENT AND TERMINATION	12

ARTICLE 9	GENERAL PROVISIONS	13

9.1	Non-Alienation of Benefits	13
9.2	Adoption by Affiliated Company	13
9.3	Withdrawal	13
9.4	No Right to Employment	13
9.5	Participant’s Rights Unsecured	13
9.6	Withholding	13
9.7	Severability	13
9.8	Controlling Law	13

-ii-

THE CARNIVAL CORPORATION

FUN SHIP NONQUALIFIED SAVINGS PLAN

Restated effective as of January 1, 2022

ARTICLE 1
PURPOSE

Carnival Corporation established The Carnival Corporation Fun Ship Nonqualified Savings Plan, effective January 1, 1998. The Carnival Corporation Fun Ship Nonqualified Savings Plan is a nonqualified deferred compensation plan for a select group of management or highly compensated employees of Carnival Corporation and its participating subsidiaries and affiliated companies as a means of sheltering a portion of an eligible individual’s income from current taxation while accumulating resources for future investments. Effective December 31, 2004, the Cunard Line Limited Nonqualified Savings Plan was merged into this Plan.

With respect to amounts deferred hereunder that are subject to Section 409A of the Internal Revenue Code of 1986, as amended and any regulations and other official guidance (the “Code”) (generally, amounts deferred or vested on and after January 1, 2005), applicable provisions of the Plan document shall be interpreted to permit the deferral of compensation in accordance with Code Section 409A, and any provision that would conflict with such requirements shall not be valid or enforceable. In addition, with respect to amounts deferred hereunder that are not subject to Section 409A (generally, amounts deferred before January 1, 2005 and earnings thereon) (“grandfathered funds”), it is intended that the rules applicable under the Plan as of December 31, 2004, and not Code Section 409A and related official guidance, shall apply with respect to such grandfathered funds. For purposes of determining whether Section 409A is applicable with respect to an amount, in accordance with Prop. Treas. Reg. § 1.409A-6(a) (and subsequent related guidance), the amount is considered deferred before January 1, 2005 if before January 1, 2005 (i) the Participant had a legally binding right to be paid the amount, and (ii) the right to the amount was earned and vested and was credited to the Participant’s Account balance.

Effective January 1, 2009, the Plan was amended to preclude any employee contributions or deferrals and any employer contributions other than Profit-Sharing Contributions. Effective January 1, 2018, those Profit-Sharing Contributions if any, in accordance with Section 457A of the Code are paid out to Plan Participants annually.

The Plan was previously amended and restated effective as of January 1, 2010. This restatement of The Carnival Corporation Fun Ship Nonqualified Savings Plan includes all amendments through January 1, 2022.

ARTICLE 2
DEFINITIONS

For the purpose of this Plan the following terms shall have the meanings as set forth below unless the context requires otherwise:

2.1 Affiliated Company. Affiliated Company means (a) a member with an Employer of a controlled group of corporations, (b) an unincorporated trade or business which is under common control with an Employer as determined in accordance with Section 414(c) of the Code, or (c) a member with an Employer of an affiliated service group, as defined in Section 414(m) of the Code. A corporation or an unincorporated trade or business shall not be considered an Affiliated Company during any period it does not satisfy clause (a), (b), or (c) of this definition. For purposes of this definition, a “controlled group of corporations” is a controlled group of corporations as defined in Section 414(b) of the Code. For purposes of this definition, any reference to 80% under Section 414(b) & (c) and accompanying regulations shall be replaced with 20%.

2.2 Beneficiary. Beneficiary means the surviving Spouse of the Participant, unless such surviving Spouse has previously consented to the designation of another person, estate, trust, or organization as Beneficiary in a writing acknowledging the effect of such designation, which writing is witnessed by a notary public. The Beneficiary of an unmarried participant or of a married Participant with a consenting Spouse shall mean any person(s) who, or estate, trust, or organization which, becomes entitled to receive benefits upon the death of a Participant. In the event an unmarried Participant fails to designate a Beneficiary, the Participant’s estate shall be deemed to be his Beneficiary. A Participant shall file with the Retirement Committee a written designation of Beneficiary. Such a designation may be changed or revoked by a written notice filed with the Retirement Committee; however, such a change must be properly consented to by the Participant’s Spouse, if the Spouse is not named as Beneficiary. In the case of a Participant with no Spouse, his designation of Beneficiary shall automatically be revoked upon the marriage or remarriage of the Participant.

Effective January 1, 2001, no spousal consent is necessary for a married Participant to designate another person, estate, trust or organization as beneficiary.

2.3 Board. Board means the Board of Directors of the Company.

2.4 Bonus. Bonus means any discretionary year-end cash bonuses paid for services with an Employer.

2.5 Code. Code means the Internal Revenue Code of 1986, as amended from time to time.

2.6 Company. Company means Carnival Corporation or any successor by merger, consolidation or sale of assets.

2.7 Effective Date. Effective Date means January 1, 1998.

2.8 Eligible Earnings. Eligible Earnings shall be determined for purposes of a Participant’s Profit-Sharing Contributions made on the Participant’s behalf as follows:

For purposes of any Profit-Sharing Contributions made on behalf of a Participant for any Plan Year, the Participant’s Eligible Earnings shall consist of: (1) the following amounts received by the Participant for such Plan Year: the Participant’s regular base wages or salary, commissions, overtime, holiday pay, retroactive pay, workers’ compensation payments made by

the Employer, benefit hour payments, and beginning January 1, 2007, any discretionary bonuses earned during the Plan Year; plus (2) the amounts deferred for the Plan Year under Section 4.1 and under any plan maintained by the Employer under Code Section 125 or 401(k). For Plan Years beginning before January 1, 2007, notwithstanding anything herein contained to the contrary, amounts earned during a Plan Year but deferred to future Plan Years shall not be included in a Participant’s Eligible Earnings in the Plan Year in which it was earned, but rather in the Plan Year in which such deferred amount is actually paid. Solely for purposes of determining the amount of a Participant’s Profit-Sharing Contribution, Eligible Earnings in excess of the maximum compensation rate under Code Section 401(a)(17) shall be disregarded. Effective December 22, 2002, the compensation limit described in the preceding sentence will no longer apply for purposes of determining Eligible Earnings under this Plan.

Notwithstanding the foregoing, the term “Eligible Earnings” for any purpose under the Plan shall not include any fringe benefits (such as car allowances and relocation reimbursements). Further, the term “Eligible Earnings” for any purpose under the Plan shall not include any payments made pursuant to any long term disability plan or arrangement.

2.9 Eligible Employee. Eligible Employee means any Employee who is member of a select group of management or highly compensated employees as determined by the Retirement Committee in accordance with Section 3.1. Effective January 1, 2020, notwithstanding the foregoing, an Employee who is hired on or after January 1, 2020 or returns to employment (other than from Permitted Leave) with an Employer on or after January 1, 2020, shall not be an Eligible Employee.

2.10 Employee. Employee means a common law employee of the Company or an Affiliated Company.

2.11 Employer. means the Company, Carnival Cruise Lines, Seabourn Cruise Line (including any of its subsidiaries or affiliates), Carnival Tours, Inc., Blue Seas Distributor, Carnival Management Services, Inc., Intercon, Carnival Maritime Management, Concord Nopal, Hamilton Personnel, Hamilton Properties or any Affiliated Company which has adopted this Plan under Section 10.2.

2.12 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended.

2.13 Hour of Service. Hour of Service means an hour for which an Employee directly or indirectly receives, or is entitled to receive, remuneration from an Employer or an Affiliated Company in relation to his employment (working either shipboard or shoreside), including hours credited for vacation, holiday, sickness or disability (which shall be credited to the Employee with respect to the period for which remuneration is paid) and hours for which back pay has been paid, awarded or agreed to (irrespective of mitigation of damages) by the Employer or Affiliated Company, which shall be credited to the Employee for the period to which the award or agreement pertains rather than the period in which the award or agreement is made. Notwithstanding the foregoing, the following special rules shall apply in determining an Employee’s Hours of Service:

(a) An Employee who is classified as “exempt” or “salaried” by his Employer shall be credited with 90 Hours of Service for each bi-weekly period in which the Employee is credited with at least one Hour of Service, and an Employee who is classified as “non-exempt” or “hourly” by his Employer shall be credited with the actual number of Hours of Service credited under this Section 2.14.

(b) In no event shall more than 501 Hours of Service be credited to an Employee on account of any single period (other than any period of paid Permitted Leave) during which the Employee performs no duties.

(c) In no event shall an Employee be credited with any Hours of Service for which the Employee directly or indirectly receives, or is entitled to receive, remuneration from any entity before it becomes an Affiliated Company.

(d) Hours of Service shall be credited to an Employee in accordance with the records of the Employee’s Employer and Department of Labor Regulations Section 2530.200b-2.

(e) Only that shipboard or shoreside service with the Employer on or after November 14, 1974, shall constitute an Hour of Service.

(f) If a Participant transfers directly from an Affiliated Company to any company in which the Company holds an equity interest (but that is not an Affiliated Company), service with such company shall be counted solely for purposes of determining a Participant’s vested interest in Matching and Profit-Sharing Contributions under Article 5 of the Plan. Service with such company shall not be credited if it occurs prior to the date the individual became a Participant in the Plan or after the Participant works at any entity in which the Company does not hold an equity interest.

(g) Effective January 1, 2003, notwithstanding anything herein contained to the contrary, shipboard and shoreside service completed by a Participant for the benefit of an Affiliated Company that has not adopted this Plan pursuant to Section 10.2 hereof that was performed prior to the date the individual became a Participant in the Plan shall be counted for all purposes under this Plan.

2.14 Parental Leave. Parental Leave means an Employee’s paid or unpaid leave of absence from employment with the Employee’s Employer because of pregnancy, birth of the Employee’s child, placement of a child with the Employee in connection with adoption of the child or caring for a child immediately following birth or adoption. An Employee’s Employer shall determine the first and last day of any Parental Leave taken by the Employee.

2.15 Participant. Participant means an Eligible Employee who satisfies the participation requirements under Article 3.

2.16 Permanent Disability. Permanent Disability means a Participant’s disability that is defined below and determined in a manner consistent with Code Section 409A and the regulations thereunder:

(a) The Participant is unable to engage in any substantial gainful activity by reason of any medically-determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(b) A Participant will be deemed to have suffered a Disability if determined to be totally disabled by the Social Security Administration. In addition, the Participant will be deemed to have suffered a Disability if determined to be disabled in accordance with a disability insurance program maintained by the Company provided that the definition of disability applied under such disability insurance program complies with the requirements of Code Section 409A and the regulations thereunder.

2.17 Permitted Leave. Permitted Leave means an Employee’s approved leave of absence from employment with his Employer for any reason other than Termination of

Employment, including but not limited to military service, illness, disability (other than Permanent Disability), pregnancy, educational pursuits, service as a juror, temporary employment with a government agency, or any other leave of absence approved by the Employee’s Employer. In approving a Permitted Leave, an Employee’s Employer shall determine the dates as of which the Permitted Leave shall begin and end.

2.18 Plan. Plan means The Carnival Corporation Fun Ship Nonqualified Savings Plan, the Plan set forth herein, as amended from time to time.

2.19 Plan Year. Plan Year means the 12-consecutive month period commencing January 1st and ending on the following December 31st.

2.20 Profit-Sharing Contributions. Profit-Sharing Contributions means the contributions made on behalf of each eligible Participant pursuant to Section 5.3.

2.21 Retirement. Retirement means the later of: (a) the time a Participant attains age 65, or (b) the fifth anniversary of the time the Participant commences participation in the Plan.

2.22 Retirement Committee (or Committee). Retirement Committee (or Committee) means the Retirement Committee as appointed under The Carnival Corporation Fun Ship Savings Plan.

2.23 Spouse. Spouse means the person who is legally married to an Employee according to the law of the Employee’s residence.

2.24 Termination of Employment. Termination of Employment means a Participant’s termination of employment with his Employer and any Affiliated Company, whether voluntary or involuntary, for any reason, including but not limited to quit, discharge, Retirement, death or Permanent Disability, and other than for Parental Leave, Permitted Leave, transfers from shoreside employment (or vice-versa), or transfers between an Employer and an Affiliated Company or Carnival plc.

2.25 Valuation Date. Valuation Date means any day on which the New York Stock Exchange or any successor to its business is open for trading, or such other date as may be designated by the Retirement Committee.

2.26 Year of Service. Year of Service means any calendar year for which an Employee is credited with at least 1,000 Hours of Service.

ARTICLE 3
ELIGIBILITY TO PARTICIPATE

3.1 Determination of Eligible Employee Status. The Retirement Committee or delegate will determine which Employees are Eligible Employees. An Employee who is determined to be an Eligible Employee shall thereafter become a Participant in accordance with Section 3.2. Notwithstanding the foregoing, any individual whose account balance under the Cunard Line Limited Nonqualified Savings Plan was transferred to this Plan pursuant to the merger effective December 31, 2004 (the “merger date”), shall become a Participant in this Plan as of the merger date.

3.2 Commencement of Participation. An Eligible Employee shall become a Participant as soon as administratively practicable following such a designation, provided the Eligible Employee is employed as of such date.

3.3 Cessation of Participation. A Participant shall cease to be a Participant as of the day all distributions to the Participant and the Participant’s Beneficiaries have been made or upon the determination by the Retirement Committee that the Participant is no longer an Eligible Employee.

ARTICLE 4
EMPLOYER CONTRIBUTIONS

4.1 Profit-Sharing Contributions. An Eligible Employee who does not receive Profit-Sharing Contributions under The Carnival Corporation Fun Ship Savings Plan shall be eligible for an allocation of a Profit-Sharing Contribution under this Section 5.3 only after being credited with at least 1,000 Hours of Service in the 12-consecutive month period commencing with the first day on which he is credited with an Hour of Service or in any Plan Year that commences after such day. Following the end of each Plan Year, the Employers, at their discretion, shall contribute to the Account of each Eligible Participant (as defined below) an amount equal to a specified percentage of such Participant’s Eligible Earnings, according to each Participant’s Years of Service, determined as of the end of such Plan Year, under the following schedule:


Years of Service			Percent of Eligible Earnings
Less than 2			0%
2 - 5			1%
6 – 9			2%
10 – 13			3%
14 – 16			5%
17 – 19			7%
20 – 22			9%
23 – 25			12%
26 or more			15%

For purposes of this Section 5.3, the term “Eligible Participant” shall mean, with respect to any Plan Year, each Participant who is credited with a Year of Service for such Plan Year is not eligible to receive a profit-sharing contribution under the Carnival Corporation Fun Ship Qualified Savings Plan, and either died or became disabled during the Plan Year or is employed by the Employer on the last calendar day of such Plan Year.

Effective for distribution of Profit-Sharing Contributions earned on or after January 1, 2009, a Participant must be employed with the Company on the date such distribution is paid to the Participant. Effective for distribution of Profit-Sharing Contributions earned on or after January 1, 2010, a Participant must be employed with the Company on the last day of the applicable Plan Year in order to receive such contribution.

Notwithstanding the foregoing, an Employer shall not contribute Profit-Sharing Contributions to the Account of any Employee who is hired on or after January 1, 2020 or returns to employment (other than Permitted Leave) with an Employer on or after January 1, 2020.

Notwithstanding the foregoing, Eligible Participants shall not accrue any additional Years of Service after December 31, 2021 for purposes of determining the percentage of Eligible Earnings they may be eligible to receive as a Profit-Sharing Contribution under this Section 4.1.

4.2 Vesting of Profit-Sharing Contributions. Profit-Sharing Contributions made on behalf of a Participant and the earnings thereon shall be fully vested and non-forfeitable upon the Participant’s Termination of Employment solely by reason of his Retirement, death or Permanent Disability. In the absence of any of the preceding events, the Profit-Sharing Contributions made

on behalf of the Participant, and earnings thereon, shall vest in accordance with the schedules set forth below:


Years of Service			Percent Vested
Less than 2			0%
2			25%
3			50%
4			75%
5 or more			100%

All Profit-Sharing Contributions made in accordance with Section 5.3 on account of the Plan Year that begins on or after January 1, 2010 shall be fully vested and non-forfeitable at all times.

ARTICLE 5
INVESTMENTS AND PARTICIPANT ACCOUNTS

5.1 Establishment of Accounts. The Retirement Committee shall establish and maintain a separate account in the name of each Participant (to be referred to herein as “Participant Account”) and shall establish under each Participant Account a Profit-Sharing Subaccount to which shall be credited any Profit-Sharing Contributions made on the Participant’s behalf.

5.2 Obligation of the Company. Individual benefits under the Plan are payable as they become due solely from assets allocated to individual Plan accounts from the general assets of the Company. To the extent a Participant or any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured creditor of the Company. Neither this Plan nor any action taken pursuant to the terms of this Plan shall be considered to create a fiduciary relationship between the Company and the Participants or any other persons or to require the establishment of a trust in which the assets are beyond the claims of any unsecured creditor of the Company.

ARTICLE 6

DISTRIBUTIONS

6.1 Form and Timing of Distribution. A Participant shall have his Participant Account paid to him in a lump sum at the earlier of the date of Termination of Employment, date of death or Permanent Disability, or as soon as administratively practicable following each Plan Year in accordance with Section 457A of the Code.

ARTICLE 7
ADMINISTRATION

7.1 Administration. The Plan shall be administered by the Retirement Committee, as appointed under The Carnival Corporation Fun Ship Savings Plan. The provisions of Article 11 of The Carnival Corporation Fun Ship Savings Plan are hereby incorporated by reference. Notwithstanding anything to the contrary in such provisions, the Retirement Committee shall have the full and exclusive discretionary authority to administer the Plan, and any responsibilities and duties under this Plan which are not specifically delegated to anyone else. Responsibility for determining the eligibility of Employees and establishing the requirements for participation shall be vested in the Committee, which shall be responsible for any interpretation of the Plan that may be required. Notwithstanding the foregoing, the Committee may delegate any of its administrative duties as necessary to persons who are not Committee members.

7.2 Plan Expenses. The expenses of administering the Plan shall be borne by the Company. No member of the Retirement Committee shall receive any remuneration for service in such capacity. However, expenses of the Retirement Committee or its members paid or incurred in connection with administering the Plan shall be reimbursed by the Company.

7.3 Indemnification. The Company shall indemnify and hold harmless the members of the Committee and those so delegated by the Committee who perform administrative tasks for the Plan against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct.

7.4 Claims Procedure. Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Retirement Committee or its delegate, which shall respond in writing as soon as practicable. If the claim or request is denied, the written notice of denial shall state:

(a) The reasons for denial, with specific reference to the Plan provisions on which the denial is based.

(b) A description of any additional material or information required and an explanation of why it is necessary.

7.5 Claims Review Procedure. Any person whose claim or request is denied or who has not received a response within 30 calendar days may request review by notice given in writing to the Retirement Committee or its delegate. The claim or request shall be reviewed by the Retirement Committee or its delegate, either of whom may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

The decision on review shall normally be made within 60 calendar days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be 120 calendar days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions. All decisions on review shall be final and binding on all parties concerned.

ARTICLE 8
AMENDMENT AND TERMINATION

It is the intention of the Company to continue this Plan indefinitely. Nevertheless, subject to the provisions hereinafter set forth, the Board or its delegate may, at any time or from time to time, by written resolution modify or discontinue the Plan in whole or in part and reduce, suspend or discontinue contributions hereunder; provided, however, that no action may be taken which, by reason thereof, will discontinue or reduce the amount of payments (except as may be required pursuant to any plan arising from insolvency or bankruptcy proceedings) to any Participant who has had a Termination of Employment or incurred a Permanent Disability and no action may be taken which, by reason thereof, will reduce the vested amount in any Participant Account. Any modification or amendment of the Plan may be made retroactive if it does not violate the preceding sentence or if, notwithstanding such preceding sentence, the modification or amendment is necessary or appropriate to conform the Plan to, or to satisfy the conditions of, ERISA, the Code, or any other law, governmental regulation or ruling.

Notwithstanding anything herein to the contrary, in no event shall any amendment or modification be made in a manner that is inconsistent with the requirements under Section 409A of the Code, nor shall any amendment, modification or other act or exercise be effective which involves an unintentional material modification (within the meaning of Code Section 409A and related official guidance) with respect to Code Section 409A grandfathered funds (generally, amounts deferred before January 1, 2005).

Notwithstanding anything herein to the contrary, in no event shall any termination be made in a manner that is inconsistent with the requirements under Section 409A of the Code.

ARTICLE 9
GENERAL PROVISIONS

9.1 Non-Alienation of Benefits. Except as otherwise provided by law, no person shall have the right to assign, alienate, transfer, hypothecate or otherwise subject to lien an interest in or benefit under the Plan nor shall benefits under the Plan be subject to the claims of any creditor.

9.2 Adoption by Affiliated Company. Any Affiliated Company, whether or not presently existing, may, with the written approval of the Board, adopt this Plan by proper corporate action.

9.3 Withdrawal. Any Employer may at any time withdraw from the Plan upon giving the Board and the Retirement Committee at least 30 calendar days written notice of its intention to withdraw. The Board in its discretion may require, in writing, that an Employer withdraw from the Plan.

9.4 No Right to Employment. The Plan confers no right upon any Employee to continue employment with his Employer or any Affiliated Company.

9.5 Participant’s Rights Unsecured. The right of any Participant or beneficiary to receive payment under the provisions of the Plan shall be as an unsecured claim against the general assets of the Company or a participating subsidiary, as the case may be, and no provisions contained in the Plan shall be construed to give any Participant or beneficiary at any time a security interest in the Participant’s account or any asset of the Company or a subsidiary. The liabilities of the Company or a subsidiary to any Participant or beneficiary pursuant to the Plan shall be those of a debtor pursuant to such contractual obligations as are created by the Plan. Accounts, if any, which may be set aside by the Company or subsidiaries for accounting purposes shall not in any way be held in trust for, or to be subject to the claims of a Participant or Beneficiary.

9.6 Withholding. Subject to the requirements of Code Section 409A and related official guidance, there shall be deducted from all payments under this Plan the amount of any taxes required to be withheld by any Federal, state or local government. The Participants and their beneficiaries, distributees, and personal representatives will bear any and all Federal, foreign, state, local or other income or other taxes imposed on amounts paid under this Plan.

9.7 Severability. In the event any provision of this Plan would serve to invalidate the Plan, that provision shall be deemed to be null and void, and the Plan shall be construed as if it did not contain the particular provision that would make it invalid.

9.8 Controlling Law. The Plan shall be governed by the laws of the State of Florida, except to the extent preempted by ERISA and any other law of the United States.

Document

Exhibit 31.1

I, Arnold W. Donald, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Carnival Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2022

By:/s/ Arnold W. Donald

Arnold W. Donald

President, Chief Executive Officer and Chief Climate Officer

Document

Exhibit 31.2

I, David Bernstein, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Carnival Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2022

By:/s/ David Bernstein

David Bernstein

Chief Financial Officer and Chief Accounting Officer

Document

Exhibit 31.3

I, Arnold W. Donald, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Carnival plc;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2022

By:/s/ Arnold W. Donald

Arnold W. Donald

President, Chief Executive Officer and Chief Climate Officer

Document

Exhibit 31.4

I, David Bernstein, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Carnival plc;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2022

By:/s/ David Bernstein

David Bernstein

Chief Financial Officer and Chief Accounting Officer

Document

Exhibit 32.1

In connection with the Quarterly Report on Form 10-Q for the quarter ended May 31, 2022 as filed by Carnival Corporation with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Carnival Corporation.

Date: June 29, 2022

By:/s/ Arnold W. Donald

Arnold W. Donald

President, Chief Executive Officer and Chief Climate Officer

Document

Exhibit 32.2

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Carnival Corporation.

Date: June 29, 2022

By:/s/ David Bernstein

David Bernstein

Chief Financial Officer and Chief Accounting Officer

Document

Exhibit 32.3

In connection with the Quarterly Report on Form 10-Q for the quarter ended May 31, 2022 as filed by Carnival plc with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Carnival plc.

Date: June 29, 2022

By:/s/ Arnold W. Donald

Arnold W. Donald

President, Chief Executive Officer and Chief Climate Officer

Document

Exhibit 32.4

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Carnival plc.

Date: June 29, 2022

By:/s/ David Bernstein

David Bernstein

Chief Financial Officer and Chief Accounting Officer