Carnival Corp Ltd. 10-Q

Item 1. Financial Statements . CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) (in millions, except per share data) Three Months Ended August 31, Nine Months Ended August 31, 2020 2019 2020 2019 Revenues Passenger ticket $ — $ 4,477 $ 3,680 $ 10,934 Onboard and other 31 2,056 1,881 5,110 31 6,533 5,561 16,043 Operating Costs and Expenses Commissions, transportation and other 34 803 1,098 2,125 Onboard and other 9 668 593 1,620 Payroll and related 248 548 1,563 1,671 Fuel 121 401 718 1,204 Food 19 284 404 821 Ship and other impairments 910 23 1,829 24 Other operating 208 805 1,349 2,367 1,549 3,532 7,556 9,833 Selling and administrative 265 563 1,435 1,813 Depreciation and amortization 551 548 1,698 1,607 Goodwill impairment — — 2,096 — 2,364 4,643 12,784 13,252 Operating Income (Loss) ( 2,333 ) 1,890 ( 7,223 ) 2,791 Nonoperating Income (Expense) Interest income 3 8 15 16 Interest expense, net of capitalized interest ( 310 ) ( 52 ) ( 547 ) ( 157 ) Other income (expense), net ( 221 ) ( 19 ) ( 260 ) ( 27 ) ( 528 ) ( 63 ) ( 793 ) ( 168 ) Income (Loss) Before Income Taxes ( 2,861 ) 1,827 ( 8,016 ) 2,624 Income Tax Benefit (Expense), Net 2 ( 47 ) 2 ( 56 ) Net Income (Loss) $ ( 2,858 ) $ 1,780 $ ( 8,014 ) $ 2,567 Earnings Per Share Basic $ ( 3.69 ) $ 2.58 $ ( 11.03 ) $ 3.72 Diluted $ ( 3.69 ) $ 2.58 $ ( 11.03 ) $ 3.71 The accompanying notes are an integral part of these consolidated financial statements. 3 Table of Contents CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (in millions) Three Months Ended August 31, Nine Months Ended August 31, 2020 2019 2020 2019 Net Income (Loss) $ ( 2,858 ) $ 1,780 $ ( 8,014 ) $ 2,567 Items Included in Other Comprehensive Income (Loss) Change in foreign currency translation adjustment 519 ( 101 ) 567 ( 215 ) Other 4 ( 6 ) 60 ( 19 ) Other Comprehensive Income (Loss) 524 ( 107 ) 627 ( 234 ) Total Comprehensive Income (Loss) $ ( 2,335 ) $ 1,674 $ ( 7,387 ) $ 2,333 The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Contents CARNIVAL CORPORATION & PLC CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions, except par values) August 31, 2020 November 30, 2019 ASSETS Current Assets Cash and cash equivalents $ 8,176 $ 518 Trade and other receivables, net 376 444 Inventories 349 427 Prepaid expenses and other 367 671 Total current assets 9,268 2,059 Property and Equipment, Net 36,926 38,131 Operating Lease Right-of-Use Assets (a) 1,379 — Goodwill 807 2,912 Other Intangibles 1,186 1,174 Other Assets 1,252 783 $ 50,818 $ 45,058 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Short-term borrowings $ 3,374 $ 231 Current portion of long-term debt 2,621 1,596 Current portion of operating lease liabilities (a) 150 — Accounts payable 691 756 Accrued liabilities and other 1,199 1,809 Customer deposits 2,150 4,735 Total current liabilities 10,184 9,127 Long-Term Debt 18,916 9,675 Long-Term Operating Lease Liabilities (a) 1,281 — Other Long-Term Liabilities 934 890 Contingencies and Commitments Shareholders’ Equity Common stock of Carnival Corporation, $ 0.01 par value; 1,960 shares authorized; 830 shares at 2020 and 657 shares at 2019 issued 8 7 Ordinary shares of Carnival plc, $ 1.66 par value; 217 shares at 2020 and 2019 issued 361 358 Additional paid-in capital 10,680 8,807 Retained earnings 18,297 26,653 Accumulated other comprehensive income (loss) (“AOCI”) ( 1,439 ) ( 2,066 ) Treasury stock, 130 shares at 2020 and 2019 of Carnival Corporation and 60 shares at 2020 and 2019 of Carnival plc, at cost ( 8,404 ) ( 8,394 ) Total shareholders’ equity 19,503 25,365 $ 50,818 $ 45,058 (a) We adopted the provisions of Leases on December 1, 2019. The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Contents CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in millions) Nine Months Ended August 31, 2020 2019 OPERATING ACTIVITIES Net income (loss) $ ( 8,014 ) $ 2,567 Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization 1,698 1,607 Impairments 3,925 26 Loss on repurchase of Convertible Notes 224 — Share-based compensation 52 38 (Gain) loss on ship sales and other, net 164 29 ( 1,951 ) 4,266 Changes in operating assets and liabilities Receivables 25 ( 101 ) Inventories 71 22 Prepaid expenses and other 9 ( 220 ) Accounts payable ( 97 ) ( 25 ) Accrued liabilities and other ( 169 ) 63 Customer deposits ( 2,539 ) 409 Net cash provided by (used in) operating activities ( 4,649 ) 4,414 INVESTING ACTIVITIES Purchases of property and equipment ( 1,899 ) ( 3,448 ) Proceeds from sales of ships 271 15 Purchase of minority interest ( 81 ) — Derivative settlements and other, net 257 116 Net cash provided by (used in) investing activities ( 1,452 ) ( 3,317 ) FINANCING ACTIVITIES Proceeds from (repayments of) short-term borrowings, net 3,141 ( 600 ) Principal repayments of long-term debt ( 896 ) ( 472 ) Proceeds from issuance of long-term debt 11,468 1,722 Dividends paid ( 689 ) ( 1,041 ) Purchases of treasury stock ( 12 ) ( 472 ) Issuance of common stock, net 778 4 Other, net ( 91 ) ( 53 ) Net cash provided by (used in) financing activities 13,699 ( 912 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 63 ( 11 ) Net increase (decrease) in cash, cash equivalents and restricted cash 7,661 174 Cash, cash equivalents and restricted cash at beginning of period 530 996 Cash, cash equivalents and restricted cash at end of period $ 8,191 $ 1,170 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Contents 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 May 31, 2019 $ 7 $ 358 $ 8,785 $ 25,138 $ ( 2,076 ) $ ( 8,104 ) $ 24,108 Net income (loss) — — — 1,780 — — 1,780 Other comprehensive income (loss) — — — — ( 107 ) — ( 107 ) Cash dividends declared ($ 0.50 per share) — — — ( 342 ) — — ( 342 ) Purchases of treasury stock under the Repurchase Program and other — — 13 — — ( 157 ) ( 144 ) At August 31, 2019 $ 7 $ 358 $ 8,798 $ 26,576 $ ( 2,183 ) $ ( 8,261 ) $ 25,295 At May 31, 2020 $ 7 $ 360 $ 9,683 $ 21,155 $ ( 1,962 ) $ ( 8,404 ) $ 20,840 Net income (loss) — — — ( 2,858 ) — — ( 2,858 ) Other comprehensive income (loss) — — — — 524 — 524 Issuance of common stock related to the repurchase of Convertible Notes — — 222 — — — 222 Repurchase of Convertible Notes 1 — 765 — — — 766 Other — — 9 — — — 9 At August 31, 2020 $ 8 $ 361 $ 10,680 $ 18,297 $ ( 1,439 ) $ ( 8,404 ) $ 19,503 7 Table of Contents Nine Months Ended Common stock Ordinary shares Additional paid-in capital Retained earnings AOCI Treasury stock Total shareholders’ equity At November 30, 2018 $ 7 $ 358 $ 8,756 $ 25,066 $ ( 1,949 ) $ ( 7,795 ) $ 24,443 Changes in accounting principles (a) — — — ( 24 ) — — ( 24 ) Net income (loss) — — — 2,567 — — 2,567 Other comprehensive income (loss) — — — — ( 234 ) — ( 234 ) Cash dividends declared ($ 1.50 per share) — — — ( 1,034 ) — — ( 1,034 ) Purchases of treasury stock under the Repurchase Program and other — — 42 — — ( 467 ) ( 424 ) At August 31, 2019 $ 7 $ 358 $ 8,798 $ 26,576 $ ( 2,183 ) $ ( 8,261 ) $ 25,295 At November 30, 2019 $ 7 $ 358 $ 8,807 $ 26,653 $ ( 2,066 ) $ ( 8,394 ) $ 25,365 Net income (loss) — — — ( 8,014 ) — — ( 8,014 ) Other comprehensive income (loss) — — — — 627 — 627 Cash dividends declared ($ 0.50 per share) — — — ( 342 ) — — ( 342 ) Issuance of common stock 1 — 777 — — — 778 Issuance and repurchase of Convertible Notes 1 — 1,051 — — — 1,052 Purchases of treasury stock under the Repurchase Program and other — 2 44 — — ( 10 ) 36 At August 31, 2020 $ 8 $ 361 $ 10,680 $ 18,297 $ ( 1,439 ) $ ( 8,404 ) $ 19,503 (a) We adopted the provisions of Revenue from Contracts with Customers and Derivatives and Hedging on December 1, 2018. The accompanying notes are an integral part of these consolidated financial statements. 8 Table of Contents 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 Due to the spread of COVID-19, we paused our global cruise operations in mid-March 2020. In September 2020 we began the resumption of limited guest operations as part of our anticipated phased-in return to service. Significant events affecting travel, including COVID-19, typically have an impact on booking patterns, with the full extent of the impact generally determined by the length of time the event influences travel decisions. We believe that the ongoing effects of COVID-19 on our operations and global bookings will continue to have a material negative impact on our financial results and liquidity, and such negative impact may continue well beyond the containment of such outbreak. We cannot assure you that our assumptions used to estimate our liquidity requirements will be correct because we have never previously experienced a complete cessation of our guest cruise operations, and as a consequence, our ability to be predictive is uncertain. In addition, the magnitude, duration and speed of the global pandemic are uncertain. As a consequence, we cannot estimate the impact on our business, financial condition or near- or longer-term financial or operational results with reasonable certainty, but we continue to expect a net loss on both a U.S. GAAP and adjusted basis for the quarter and year ending November 30, 2020. We have taken and continue to take actions to improve our liquidity, including capital expenditure and operating expense reductions, accelerating the removal of certain ships from our fleet, suspending dividend payments on, and the repurchase of, common stock of Carnival Corporation and ordinary shares of Carnival plc and pursuing various capital market transactions. Based on these actions and assumptions regarding the impact of COVID-19, we have concluded that we will be able to generate sufficient liquidity to satisfy our obligations for at least the next twelve months. Basis of Presentation The Consolidated Statements of Income (Loss), the Consolidated Statements of Comprehensive Income (Loss), and the Consolidated Statements of Shareholders’ Equity for the three and nine months ended August 31, 2020 and 2019, Consolidated Statement of Cash Flows for the nine months ended August 31, 2020 and 2019, and the Consolidated Balance Sheet at August 31, 2020 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 2019 joint Annual Report on Form 10-K and Form 10-K/A (“Form 10-K”) filed with the U.S. Securities and Exchange Commission on January 28, 2020 and March 31, 2020, respectively. For the three and nine months ended August 31, 2019, we reclassified $ 200 million and $ 299 million from tour and other revenues to onboard and other revenues as well as $ 109 million and $ 198 million from tour and other costs and expenses to other operating cost and expenses in order to conform to the current year presentation. COVID-19 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 believe that 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. 9 Table of Contents Accounting Pronouncements On December 1, 2019, we adopted the FASB issued guidance, Leases , using the modified retrospective approach, which allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the consolidated financial statements in the period of adoption without restating prior periods. We have elected to apply the new guidance at the date of adoption without restating prior periods. We have implemented changes to our internal controls to address the collection, recording, and accounting for leases in accordance with the new guidance. Upon adoption of the new guidance, the most significant impact was the recognition of $ 1.4 billion of right-of-use assets and lease liabilities relating to operating leases, reported within operating lease right-of-use assets and long-term operating lease liabilities, with the current portion of the liability reported within current portion of operating lease liabilities, in our Consolidated Balance Sheet as of December 1, 2019. There was no cumulative effect of applying the new standard and accordingly there was no adjustment to our retained earnings upon adoption. This guidance had an immaterial impact on our Consolidated Statements of Income (Loss), Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows and the compliance with debt covenants under our current agreements. The FASB issued amended guidance, Intangibles - Goodwill and Other - Internal-Use Software , which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance to determine which implementation costs to capitalize as assets or expense as incurred. The expense related to deferred implementation costs is required to be presented in the same net income (loss) line item as the related hosting fees. Additionally, the payments for deferred implementation costs are required to be presented in the same line item in the Consolidated Statements of Cash Flows as payments for the related hosting fees. This guidance is required to be adopted by us in the first quarter of 2021 and we have elected to apply the guidance using a prospective approach. We do not expect the adoption of this guidance to have a significant impact on our consolidated financial statements. The FASB issued amended guidance, Financial Instruments - Credit Losses , which requires an entity to present the net amount expected to be collected for certain financial assets, including trade receivables. On initial recognition and at each reporting period, this guidance will require an entity to recognize an allowance that reflects the entity's current estimate of credit losses expected to be incurred over the life of the financial instrument. This guidance is required to be adopted by us in the first quarter of 2021 and will be applied prospectively with a cumulative-effect adjustment to retained earnings. We are currently evaluating the impact this guidance will have on our consolidated financial statements. The FASB issued guidance, Debt - Debt with Conversion and Other Option s and Derivative and Hedging - Contracts in Entity's Own Equity , which simplifies the accounting for convertible instruments. This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This guidance is required to be adopted by us in the first quarter of 2023 and must be applied using either a modified or full retrospective approach. We are currently evaluating the impact this guidance will have on our consolidated financial statements. NOTE 2 – Revenue and Expense Recognition Guest cruise deposits are initially included in customer deposit liabilities when received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct costs and expenses of a voyage are recognized as cruise costs and expenses, upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in excess of ten nights. The impact of recognizing these shorter duration cruise revenues and costs and expenses on a completed voyage basis versus on a pro rata basis is not significant. 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 10 Table of Contents remitted to them, are included in onboard and other revenues as concession revenues. All of these amounts are recognized on a completed voyage or pro rata basis as discussed above. Passenger ticket revenues include fees, taxes and charges collected by us from our guests. A portion of these fees, taxes and charges vary with guest head counts and are directly imposed on a revenue-producing arrangement. This portion of the fees, taxes and charges is expensed in commissions, transportation and other costs when the corresponding revenues are recognized. For the three and nine months ended August 31, fees, taxes, and charges included in commissions, transportation and other costs were not significant and $ 213 million in 2020 and $ 186 million and $ 503 million in 2019. The remaining portion of fees, taxes and charges are expensed in other operating expenses when the corresponding revenues are recognized. Revenues and expenses from our hotel and transportation operations, which are included in our Tour and Other segment, are recognized at the time the services are performed. Revenues from the long-term leasing of ships, which are also included in our Tour and Other segment, are recognized ratably over the term of the agreement. Customer Deposits Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage. Cash received from guests in advance of the cruise is recorded in customer deposits and in other long-term liabilities on our Consolidated Balance Sheets. These amounts include refundable deposits. We are providing flexibility to guests with bookings on sailings cancelled due to the pause in cruise operations by allowing guests to receive enhanced future cruise credits ("FCC") or elect to receive refunds in cash. We have paid and expect to continue to pay cash refunds of customer deposits with respect to a portion of these cancelled cruises. The amount of cash refunds to be paid may depend on the level of guest acceptance of FCCs and future cruise cancellations. We record a liability for FCCs to the extent we have received cash from guests with bookings on cancelled sailings. We had customer deposits of $ 2.4 billion as of August 31, 2020 and $ 4.9 billion as of November 30, 2019. The current portion of our customer deposits was $ 2.1 billion as of August 31, 2020, the majority of which are FCCs. These amounts include deposits related to cancelled cruises prior to the election of a cash refund by guests. Refunds payable to guests who have elected cash refunds are recorded in accounts payable. Due to the uncertainty associated with the duration and extent of COVID-19, we are unable to estimate the amount of the August 31, 2020 customer deposits that will be recognized in earnings compared to amounts that will be refunded to customers or issued as a credit for future travel . During the nine months ended August 31, 2020 and 2019, we recognized revenues of $ 3.3 billion and $ 4.1 billion related to our customer deposits as of November 30, 2019 and December 1, 2018. Historically, our customer deposits balance changes due to the seasonal nature of cash collections, the recognition of revenue, refund of customer deposits and foreign currency translation. Contract Receivables Although we generally require full payment from our customers prior to or concurrently with their cruise, we grant credit terms to a relatively small portion of our revenue source. We also have receivables from credit card merchants for cruise ticket purchases and onboard revenue. These receivables are included within trade and other receivables, net. Contract Assets Contract assets are amounts paid prior to the start of a voyage, which we record as an asset within prepaid expenses and other and which are subsequently recognized as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation. We have contract assets of $ 17 million and $ 154 million as of August 31, 2020 and November 30, 2019. 11 Table of Contents NOTE 3 – Debt Short-Term Borrowings At August 31, 2020, our short-term borrowings consisted primarily of $ 3.0 billion borrowing under our multicurrency revolving credit facility (the “Revolving Facility”), $ 314 million of commercial paper, $ 20 million of euro-denominated commercial paper and $ 33 million of sterling-denominated commercial paper. For the nine months ended August 31, 2020, we had borrowings of $ 525 million and repayments of $ 192 million of commercial paper with original maturities greater than three months. For the nine months ended August 31, 2019, there were no borrowings or repayments of commercial paper with original maturities greater than three months. Export Credit Facility Borrowings In December 2019, we borrowed $ 823 million under an export credit facility due in semi-annual installments through 2032. In September 2020, we borrowed $ 610 million under an export credit facility due in semi-annual installments through 2032. 2023 Secured Notes In April 2020, we issued $ 4.0 billion aggregate principal amount of 11.5 % first-priority senior secured notes due in 2023 (the “2023 Secured Notes”). The 2023 Secured Notes mature on April 1, 2023 unless earlier redeemed or repurchased. They are guaranteed by Carnival plc and certain of our subsidiaries that own or operate our vessels and material intellectual property, and are secured by collateral, which includes vessels and material intellectual property with a net book value of $ 27.9 billion as of August 31, 2020 and certain other assets. Upon the occurrence of certain change of control events, we are required to offer to repurchase the 2023 Secured Notes at a price equal to 101 % of the principal amount, plus accrued and unpaid interest to the purchase date. The indenture governing the 2023 Secured Notes contains covenants that limit our ability to, among other things: (i) incur additional indebtedness or issue certain preferred shares; (ii) make dividend payments on or make other distributions in respect of our capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create liens on assets; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and (vii) enter into certain transactions with our affiliates. These covenants are subject to a number of important limitations and exceptions. Convertible Notes In April 2020, we issued $ 2.0 billion aggregate principal amount of 5.75 % convertible senior notes due 2023 (the “Convertible Notes”). The Convertible Notes mature on April 1, 2023, unless earlier repurchased or redeemed by us or earlier converted in accordance with their terms prior to the maturity date. The Convertible Notes are guaranteed on a senior unsecured basis by Carnival plc, Carnival Finance, LLC and our subsidiaries that guarantee the 2023 Secured Notes. The Convertible Notes are convertible by holders, subject to the conditions described below, into cash, shares of Carnival Corporation common stock, or a combination thereof, at our election. The Convertible Notes have an initial conversion rate of 100 shares of Carnival Corporation common stock per $ 1,000 principal amount of the Convertible Notes, equivalent to an initial conversion price of $ 10 per share of common stock. The initial conversion price is subject to certain anti-dilutive adjustments and may also increase if the Convertible Notes are converted in connection with a tax redemption or certain corporate events. The Convertible Notes are convertible at any time prior to the close of business on the business day immediately preceding January 1, 2023, only under the following circumstances: • during any fiscal quarter, (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of common stock and the conversion rate on each such trading day; 12 Table of Contents • prior to the close of business on the second scheduled trading day immediately preceding any tax redemption date; or • upon the occurrence of specified corporate events. On or after January 1, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time. If we undergo certain corporate events (each, a “fundamental change”), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their Convertible Notes at a price equal to 100 % of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to the fundamental change repurchase date. We may redeem the Convertible Notes, in whole but not in part, at any time on or prior to December 31, 2022 at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to the redemption date, if we or any guarantor would have to pay any additional amounts on the Convertible Notes due to a change in tax laws, regulations or rulings or a change in the official application, administration or interpretation thereof. As of August 31, 2020, a condition allowing holders of the Convertible Notes to convert has been met and therefore the notes are convertible. The holders are entitled to convert all or any portion of their Convertible Notes at any time during the three months starting on September 1, 2020 and ending on November 30, 2020, at the conversion rate of 100 shares of Carnival Corporation common stock per $ 1,000 principal amount of Convertible Notes. In August 2020, we completed a registered direct offering of 99.2 million shares of Carnival Corporation common stock at a price of $ 14.02 per share to a limited number of holders of the Convertible Notes. We used the proceeds of the stock offering to repurchase from such holders $ 886 million aggregate principal amount of the Convertible Notes in privately negotiated transactions, (such registered direct offering and the use of proceeds to repurchase the Convertible Notes, the “Convertible Notes Repurchase Transaction”). We recognized a $ 224 million extinguishment loss as a result of these transactions in other income (expense), net. We account for the Convertible Notes as separate liability and equity components. We determined the carrying amount of the liability component as the present value of its cash flows. The carrying amount of the equity component representing the conversion option was $ 286 million on the date of issuance and was calculated by deducting the carrying value of the liability component from the initial proceeds from the Convertible Notes. The excess of the principal amount of the Convertible Notes over the carrying amount of the liability component represents a debt discount that is amortized to interest expense over the term of the Convertible Notes under the effective interest rate method using an effective interest rate of 12.9 %. The carrying amount of the equity component was reduced to $ 0 in conjunction with the partial repurchase of Convertible Notes in August 2020 because at the time of repurchase, the fair value of the equity component for the portion of the Convertible Notes that was repurchased, exceeded the total amount of the equity component recorded at the time the Convertible Notes were issued. The net carrying value of the liability component of the Convertible Notes was as follows: (in millions) August 31, 2020 Principal $ 1,127 Less: Unamortized debt discount and transaction costs ( 173 ) $ 954 The interest expense recognized related to the Convertible Notes was as follows: (in millions) Three Months Ended August 31, 2020 Nine Months Ended August 31, 2020 Contractual interest expense $ 26 $ 43 Amortization of debt discount and transaction costs 22 37 $ 47 $ 80 13 Table of Contents We had no Convertible Notes in 2019. 2025 Secured Term Loan In June 2020, we borrowed an aggregate principal amount of $ 2.8 billion in two tranches ($ 1.9 billion and € 800 million), under a first-priority senior secured term loan facility that matures on June 30, 2025 (the “2025 Secured Term Loan”). The U.S. dollar tranche bears interest at a rate per annum equal to adjusted LIBOR (with a 1 % floor) plus 7.5 %. The euro tranche bears interest at a rate per annum equal to EURIBOR (with a 0 % floor) plus 7.5 %. The 2025 Secured Term Loan is guaranteed by Carnival plc and the same subsidiaries that currently guarantee, and are secured on a first-priority basis by substantially the same collateral that currently secures, the 2023 Secured Notes, the 2026 Secured Notes and the 2027 Secured Notes. The 2025 Secured Term Loan contains covenants that are substantially similar to the covenants in the indenture governing the 2023 Secured Notes. These covenants are subject to a number of important limitations and exceptions. 2026 Secured Notes In July 2020, we issued an aggregate principal amount of $ 1.3 billion in two tranches ($ 775 million and € 425 million), under second-priority senior secured notes that mature on February 1, 2026 (the “2026 Secured Notes”). The U.S. dollar tranche bears interest at a rate of 10.5 % per year. The euro tranche bears interest at a rate of 10.1 % per year. The 2026 Secured Notes are guaranteed by Carnival plc and the same subsidiaries that currently guarantee, and are secured on a second-priority basis by substantially the same collateral that currently secures, the 2023 Secured Notes, the 2025 Secured Term Loan and the 2027 Secured Notes. The indenture governing the 2026 Secured Notes contains covenants that are substantially similar to the covenants in the indenture governing the 2023 Secured Notes and the 2027 Secured Notes. These covenants are subject to a number of important limitations and exceptions. 2027 Secured Notes In August 2020, we issued an aggregate principal amount of $ 900 million of second-priority senior secured notes that mature on August 1, 2027 (the “2027 Secured Notes”). The 2027 Secured Notes bear interest at a rate of 9.9 % per year. The 2027 Secured Notes are guaranteed by Carnival plc and the same subsidiaries that currently guarantee, and are secured on a second-priority basis by substantially the same collateral that currently secures, the 2023 Secured Notes, the 2025 Secured Term Loan and the 2026 Secured Notes. The indenture governing the 2027 Secured Notes contains covenants that are substantially similar to the covenants in the indenture governing the 2023 Secured Notes and the 2026 Secured Notes. These covenants are subject to a number of important limitations and exceptions. Modifications and Other In February 2020, we extended a $ 452 million sterling-denominated floating rate bank loan, originally maturing in 2022, to 2025 with an option to extend to 2026. In April 2020, we amended and extended a $ 166 million euro-denominated fixed rate bank loan, originally maturing in September 2020, to a floating rate loan maturing in March 2021. In July 2020, we extended a $ 337 million euro-denominated floating rate bank loan originally maturing in 2021 to 2022. As of August 31, 2020, we repurchased in the open market $ 86 million aggregate principal amount of our $ 700 million 4.0 % notes due in 2020 and $ 123 million aggregate principal amount of our $ 555 million 1.6 % euro notes due in 2021. We recognized a related gain on early extinguishment of debt of $ 5 million. This gain is included in other income (expense), net in the accompanying Consolidated Statements of Income (Loss). Certain export credit agencies have offered 12-month debt amortization and a financial covenant holiday (the “Debt Holiday”). We have entered into supplemental agreements or side letters for the Debt Holiday amendments to defer certain principal repayments otherwise due through March 31, 2021 through the creation of separate tranches of loans with repayments made over the following four years. As of August 31, 2020, the scheduled annual maturities of our outstanding debt were as follows: 14 Table of Contents (in millions) Year Principal Payments (a) Remainder of 2020 $ 1,048 2021 (b) 1,702 2022 2,539 2023 6,686 2024 1,174 Thereafter 9,382 $ 22,532 (a) Excluding the Revolving Facility. As of August 31, 2020, borrowings under the Revolving Facility were $ 3.0 billion, which were drawn in March 2020 for an initial term of six months. The maturities for these borrowings were extended in September 2020 for an additional six months through March 2021. We may re-borrow such amounts subject to satisfaction of the conditions in the Revolving Facility Agreement. (b) We have a principal balance of $ 0.5 billion and $ 0.8 billion of debt outstanding as of August 31, 2020, otherwise due through 2032, for which covenant waivers expire during the second quarter 2021 and fourth quarter 2021, respectively. We are working on extending these covenant waivers. If the covenant waiver extensions are not received, we would be required to prepay the outstanding principal balance. Debt Covenant Compliance Many of our debt agreements contain one or more financial covenants that require us to: • Maintain minimum debt service coverage • Maintain minimum shareholders' equity • Limit our debt to capital ratio • Limit the amounts of our secured and other indebtedness Under the terms of certain of our debt facilities, we are required to maintain minimum debt service coverage (EBITDA to consolidated net interest charges for the most recently ended four fiscal quarters) of not less than 3.0 to 1.0 at the end of each fiscal quarter (the “Financial Covenant”). As of August 31, 2020, we have entered into supplemental agreements or side letters to amend our agreements with respect to this Financial Covenant to: • Waive compliance for all of our funded export credit facilities through March 31, 2021, August 31, 2021 or December 31, 2021, as applicable. • Waive compliance through November 30, 2021 for certain of our bank loans. We will be required to comply beginning with the next testing date of February 28, 2022. • Waive compliance for the remaining applicable bank loans through their respective maturity dates. At August 31, 2020, we were in compliance with the applicable debt covenants. Subsequent to August 31, 2020, we extended the Financial Covenant waivers for our funded export credit facilities through at least November 30, 2021 (with the next testing date of February 28, 2022) except that for three of our funded export credit facilities with Financial Covenant waivers through March 31, 2021 (with the next testing date of May 31, 2021) or August 31, 2021 (with the next testing date of November 30, 2021), with total aggregate indebtedness of $ 1.3 billion as of August 31, 2020, we are currently engaged in discussions to extend the waivers for these facilities through November 30, 2021 (with the next testing date of February 28, 2022). Any covenant waiver may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable. There can be no assurance that we would be able to obtain additional waivers in a timely manner, or on acceptable terms at all. If we were not able to obtain additional waivers or repay the debt facilities, this would lead to an event of default and potential acceleration of amounts due under all of our outstanding debt and derivative contract payables. As a result, the failure to obtain the additional waivers would have a material adverse effect on us. 15 Table of Contents Credit Ratings Update Since March 2020, Moody’s and S&P Global have downgraded our credit ratings to be below investment grade. Our current short-term commercial paper credit rating prevents us from issuing additional commercial paper. 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. Many of the existing assertions are in their initial stages. 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. On July 9, 2020, the court granted our motion for judgment on the pleadings in the action filed by Javier Garcia Bengochea, and dismissed plaintiff’s action with prejudice. On August 6, 2020, Bengochea filed a notice of appeal. On September 14, 2020, the court denied our motion to dismiss the amended action filed by Havana Docks Corporation. We continue to believe we have a meritorious defense to these actions and we believe that any liability which may arise as a result of these actions will not have a material impact on our consolidated financial statements. Contingent Obligations – Indemnifications Some of the debt contracts we enter into include indemnification provisions obligating us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes or changes in laws which increase the lender’s costs. There are no stated or notional amounts included in the indemnification clauses, and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. Other Contingencies We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations. Certain of these agreements allow the credit card processors to request under certain circumstances that we provide a reserve fund in cash. Although the agreements vary, these requirements may generally be satisfied either through a withheld percentage of customer payments or providing cash funds directly to the card processor. As of August 31, 2020, we have been requested to provide reserve funds of $ 27 million and have had $ 200 million of customer deposits withheld to satisfy these requirements. These reserve funds are included within other assets. We expect the funds withheld under these agreements will be approximately $ 65 million per month up to a maximum of $ 600 million. In September 2020, we placed $ 136 million of cash collateral to be held in escrow. 16 Table of Contents COVID-19 Actions We have been named in a number of actions related to COVID-19. The following purported class actions have been brought by former guests from Ruby Princess, Diamond Princess, Grand Princess, Coral Princess , Costa Luminosa, Carnival Ecstasy or Zaandam . Both the previously disclosed and newly filed actions seek compensation based on a variety of tort claims, including, but not limited to, negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed and/or contracting COVID-19 onboard. Below are material updates to the previously disclosed class actions, individual actions and governmental inquiries and investigations, and a description of newly filed COVID-19 actions. Previously Disclosed Class Actions As previously disclosed, on April 7, 2020, Paul Turner, a former guest from Costa Luminosa, filed a purported class action against Costa Crociere, S.p.A. (“Costa”) and Costa Cruise Line, Inc. in the U.S. District Court of the Southern District of Florida. On September 10, 2020, the court granted Costa ’ s motion to dismiss based upon forum non conveniens, and directed that the action be filed in Italy. The plaintiff has appealed the order. As previously disclosed, on April 8, 2020, numerous former guests from Grand Princess filed a purported class action against Carnival Corporation and Carnival plc and two of our subsidiaries, Princess Cruise Lines, Ltd. (“Princess Cruises”) and Fairline Shipping International Corporation, Ltd. On September 22, 2020, the court granted our motions to dismiss plaintiffs ’ second amended complaint in part. The court granted our motion to dismiss plaintiffs’ negligence-based claims without prejudice and with leave to amend and granted our motion to dismiss plaintiffs’ request for injunctive relief without prejudice. The court denied our motion to dismiss plaintiffs’ claims for intentional infliction of emotional distress. On October 2, 2020, plaintiffs filed a third amended complaint. As previously disclosed, on May 27, 2020, Service Lamp Corporation Profit Sharing Plan filed a purported class action against Carnival Corporation, Arnold W. Donald and David Bernstein on behalf of all purchasers of Carnival Corporation securities between January 28 and May 1, 2020. As previously disclosed, on June 3, 2020, John P. Elmensdorp filed a purported class action against the same defendants, and included Micky Arison as a defendant. This action is on behalf of all purchasers of Carnival Corporation securities between September 26, 2019 and April 30, 2020. These actions allege that the defendants violated 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, and seek to recover unspecified damages and equitable relief for the alleged misstatements and omissions. On July 21, 2020, Abraham Atachbarian filed a purported class action against the same defendants as Elmensdorp action. The Atachbarian action is on behalf of all purchasers of Carnival Corporation options between January 27 and May 1, 2020 and allege the same set of factual theories presented in the class actions described above. As previously disclosed, on June 4, 2020, Gregory Eicher, a former guest from Grand Princess filed a purported class action against Princess Cruises. On September 10, 2020, this action was voluntarily dismissed. As previously disclosed, on June 4, 2020, numerous former guests from Ruby Princess filed a purported class action against Princess Cruises. Princess Cruises filed a motion to dismiss, in response to which the plaintiffs amended their action to remove their class action allegations and seek recovery on behalf of two guests who allege that they contracted COVID-19 while on Ruby Princess . As previously disclosed, on June 24, 2020, Leonard C. Lindsay and Carl E.W. Zehner, former guests from Zaandam, filed a purported class action against Carnival Corporation, Carnival plc, Holland America Line, Inc. and Holland America Line – U.S.A., Inc. On September 11, 2020, the plaintiffs filed an amended class action on behalf of all persons in the U.S. who were guests from Zaandam who embarked on March 8, 2020. Newly Filed Class Actions As discussed above, these newly filed actions also seek compensation based on economic losses, alleged personal injury and emotional distress for guests who either contracted or feared contracting COVID-19 and assert claims for negligence and intentional infliction of emotional distress. On July 13, 2020, Kathleen O’Neill, a former guest from Coral Princess filed a purported class action in the U.S. District Court for the Central District of California against Princess Cruises, Carnival Corporation, and Carnival plc. We have filed a motion to dismiss. 17 Table of Contents On July 13, 2020, another group of former guests from Grand Princess filed a purported class action in the U.S. District Court for the Central District of California against Princess Cruises, Carnival Corporation and Carnival plc. We have filed a motion to dismiss plaintiff’s amended action. On July 23, 2020, Susan Karpik, a former guest from Ruby Princess filed a purported class action against Carnival plc and Princess Cruises in the Federal Court of Australia. We believe that the claims asserted in these actions are without merit and are taking proper actions to defend against them. Individual Actions Since March 9, 2020, more than 100 former U.S. guests who sailed onboard various vessels, including, but not limited to, Diamond Princess , Grand Princess , Ruby Princess, or Coral Princess , filed individual actions against Princess Cruises and, in some actions, also against Carnival Corporation and/or Carnival plc, including actions previously disclosed. Both the previously disclosed and newly filed 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 allege only emotional distress, while others allege injuries arising from testing positive for COVID-19. A smaller number of actions include wrongful death claims. Previously Disclosed Individual Actions Motions to dismiss were filed on June 2, 2020 in the individual actions brought against Princess Cruises prior to such date and that allege only emotional distress associated with exposure to COVID-19 while onboard. All courts that considered those motions to date have granted them. Princess Cruises has filed motions to dismiss in all other matters in which a responsive pleading has been due. Several courts have granted the various motions to dismiss, with leave for the plaintiffs to amend. As previously disclosed, between April 7 and July 7, 2020, former U.S. guests from Costa Luminosa filed individual actions against Costa in the U.S. District Court for the Southern District of Florida or the Circuit Court in and for the 11 th Judicial Circuit in and for Miami-Dade County. These actions have been voluntarily dismissed with and without prejudice, respectively. The action brought in the U.S. District Court for the Southern District of Florida may be pursued in Italy. As previously disclosed, on June 16, 2020, Patricia Vickers, on behalf of the Estate of Jessie Vickers, a former guest from Carnival Ecstasy , filed an action against Carnival Corporation. The case was dismissed by the court without prejudice. As previously disclosed, on June 30, 2020, Kenneth and Nora Hook, former guests from Zaandam , filed an action against Holland America Line N.V. A motion to dismiss is pending and on September 3, 2020, the court denied plaintiff’s motion for an expedited trial date. Newly Filed Individual Actions On July 16, 2020, Toyling Maa, individually and as personal representative of the estate of Wilson Maa, a former guest from Coral Princess , and the estate of Wilson Maa, filed an action in the U.S. District Court for the Central District of California against Carnival Corporation, Carnival plc and Princess Cruises seeking compensation for damages for Ms. Maa allegedly contracting COVID-19 and alleging wrongful death as a result of Mr. Maa contracting COVID-19. The action asserts claims for negligence. On September 21, 2020, the court denied plaintiffs’ motion to remand and granted defendants’ motion to dismiss without prejudice and with leave to amend. On July 23, 2020, an action was filed on behalf of the estate of Carl Weidner, a former guest from Grand Princess, in the U.S. District Court for the Northern District of California against Carnival Corporation, Carnival plc and Princess Cruises seeking compensation based on a claim alleging wrongful death as a result of contracting COVID-19. The action asserts claims for negligence. The action also alleges that the forum selection clause in the guest’s ticket contract that specifies venue in the Central District of California is unenforceable. These individual actions seek monetary and punitive damages but do not specify exact amounts. We are taking proper actions to defend against them. Governmental Inquiries and Investigations 18 Table of Contents 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, including, but not limited to, those noted below. 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. As previously disclosed, in March and April, 2020, there were several inquiries or investigations initiated by foreign governmental authorities related to Ruby Princess , including authorities in Australia and New Zealand. The New South Wales Commission of Inquiry Report dated August 14, 2020, concluded that no recommendations were directed towards Princess Cruises or Carnival Australia. At this time, we continue to believe we have a meritorious defense to the aforementioned claims and while we are unable to estimate a potential range of damages, we do not believe that the ultimate outcome of these proceedings will have any material impact on our consolidated financial statements. Ship Commitments As of August 31, 2020, we expect the timing of our new ship growth capital commitments to be as follows: (in millions) Year Remainder of 2020 $ 1,776 2021 3,122 2022 4,609 2023 3,226 2024 780 Thereafter 1,061 $ 14,574 NOTE 5 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks Fair Value Measurements Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: • Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. • Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. • Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange. 19 Table of Contents Financial Instruments that are not Measured at Fair Value on a Recurring Basis August 31, 2020 November 30, 2019 Carrying Value Fair Value Carrying Value Fair Value (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Long-term other assets (a) $ 46 $ — $ 24 $ 14 $ 181 $ — $ 31 $ 149 Total $ 46 $ — $ 24 $ 14 $ 181 $ — $ 31 $ 149 Liabilities Fixed rate debt (b) $ 14,250 $ — $ 13,789 $ — $ 7,438 $ — $ 7,782 $ — Floating rate debt (b) 11,287 — 10,291 — 4,195 — 4,248 — Total $ 25,537 $ — $ 24,080 $ — $ 11,634 $ — $ 12,030 $ — (a) Long-term other assets are comprised of notes receivable, which at November 30, 2019, included loans on ship sales. The fair values of our Level 2 notes receivable were based on estimated future cash flows discounted at appropriate market interest rates. The fair values of our Level 3 notes receivable were estimated using risk-adjusted discount rates. (b) 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 August 31, 2020 November 30, 2019 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 8,176 $ — $ — $ 518 $ — $ — Restricted cash 15 — — 13 — — Derivative financial instruments — 1 — — 58 — Total $ 8,191 $ 1 $ — $ 530 $ 58 $ — Liabilities Derivative financial instruments $ — $ 11 $ — $ — $ 25 $ — Total $ — $ 11 $ — $ — $ 25 $ — Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis Valuation of Goodwill and Trademarks As a result of the effect of COVID-19 on our expected future operating cash flows, we performed interim discounted cash flow analyses for certain reporting units with goodwill as of February 29, 2020 and for all reporting units with goodwill as of May 31, 2020. Consequently, prior to our annual test date of July 31, 2020, we determined that the estimated fair values of two of our North America & Australia (“NAA”) segment reporting units and two of our Europe & Asia (“EA”) segment reporting units no longer exceeded their carrying values. We recognized goodwill impairment charges of $ 731 million and $ 1.3 billion for those reporting units during the first and second quarters of 2020, respectively, and have no remaining goodwill for those reporting units. As of July 31, 2020, we performed our annual goodwill and trademark impairment reviews, which covered updates since the last test date of May 31, 2020, and we determined there was no impairment for goodwill or trademarks at our annual test date. The determination of our reporting units' goodwill and trademark fair values includes numerous assumptions that are subject to various risks and uncertainties. The principal assumptions, all of which are considered Level 3 inputs, used in our cash flow analyses consisted of: • Changes in market conditions, port or other restrictions, or strategy, including decisions about the allocation of new ships amongst brands and the transfer of ships between brands 20 Table of Contents • Forecasted future operating results, including net revenue yields and fuel expenses • Weighted-average cost of capital of market participants, adjusted for the risk attributable to the geographic regions in which these cruise brands operate We believe that we have made reasonable estimates and judgments. A change in the conditions, circumstances or strategy (including decisions about the allocation of new ships amongst brands and the transfer of ships between brands), which influence determinations of fair value, may result in a need to recognize an additional impairment charge. Refer to Note 1 - “ General, COVID-19 Use of Estimates and Risks and Uncertainty ” for additional discussion. Goodwill (in millions) NAA Segment EA Segment Total At November 30, 2019 $ 1,898 $ 1,014 $ 2,912 Impairment charges ( 1,319 ) ( 777 ) ( 2,096 ) Foreign currency translation adjustment — ( 10 ) ( 10 ) At August 31, 2020 $ 579 $ 228 $ 807 Trademarks (in millions) NAA Segment EA Segment Total At November 30, 2019 $ 927 $ 240 $ 1,167 Foreign currency translation adjustment — 12 13 At August 31, 2020 $ 927 $ 253 $ 1,180 Impairment of Ships We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment. As a result of the effect of COVID-19 on our expected future operating cash flows and our decisions to dispose of certain ships, we determined certain impairment triggers had occurred. Accordingly, we performed undiscounted cash flow analyses on some ships in our fleet as of February 29, 2020, May 31, 2020 and during the quarter ended and as of August 31, 2020. Based on these undiscounted cash flow analyses, we determined that certain ships had net carrying values that exceeded their estimated undiscounted future cash flows. We estimated the fair values of these ships based on their discounted cash flows or estimated selling value. We then compared these estimated fair values to the net carrying values and, as a result, we recognized the following: • $ 836 million and $ 2 million of ship impairment charges in the NAA and EA segments, respectively, for the three months ended August 31, 2020. • $ 1.4 billion and $ 311 million of ship impairment charges in the NAA and EA segments, respectively, for the nine months ended August 31, 2020. The principal assumptions used in our analyses consisted of changes in strategy (including decisions about the sale of ships, estimated sale proceeds and timing, as well as the transfer of ships between brands), return to service, forecasted future operating results, including net revenue yields and fuel expenses. All principal assumptions are considered Level 3 inputs. Refer to Note 1 - “ General, COVID-19 Use of Estimates and Risks and Uncertainty ” for additional discussion. 21 Table of Contents Derivative Instruments and Hedging Activities (in millions) Balance Sheet Location August 31, 2020 November 30, 2019 Derivative assets Derivatives designated as hedging instruments Cross currency swaps (a) Prepaid expenses and other $ — $ 32 Other assets — 25 Foreign currency zero cost collars (b) Prepaid expenses and other 1 — Total derivative assets $ 1 $ 58 Derivative liabilities Derivatives designated as hedging instruments Cross currency swaps (a) Accrued liabilities and other $ — $ 1 Other long-term liabilities — 9 Foreign currency zero cost collars (b) Accrued liabilities and other — 1 Interest rate swaps (c) Accrued liabilities and other 5 6 Other long-term liabilities 6 9 Total derivative liabilities $ 11 $ 25 (a) At August 31, 2020, we had no cross currency swaps. At November 30, 2019, we had cross currency swaps totaling $ 1.9 billion that were designated as hedges of our net investment in foreign operations with a euro-denominated functional currency. (b) At August 31, 2020 and November 30, 2019, we had foreign currency derivatives consisting of foreign currency zero cost collars designated as foreign currency cash flow hedges for a portion of our euro-denominated shipbuilding payments. See “Newbuild Currency Risks” below for additional information regarding these derivatives. (c) 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 $ 273 million at August 31, 2020 and $ 300 million at November 30, 2019 of EURIBOR-based floating rate euro debt to fixed rate euro debt. At August 31, 2020, these interest rate swaps settle through 2025. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain of our derivative assets and liabilities within counterparties. August 31, 2020 (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 $ 2 $ ( 1 ) $ 1 $ — $ 1 Liabilities $ 12 $ ( 1 ) $ 11 $ — $ 11 November 30, 2019 (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 $ 58 $ — $ 58 $ ( 4 ) $ 54 Liabilities $ 25 $ — $ 25 $ ( 4 ) $ 21 22 Table of Contents 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 August 31, Nine Months Ended August 31, (in millions) 2020 2019 2020 2019 Gains (losses) recognized in AOCI: Cross currency swaps - net investment hedges - included component $ — $ 16 $ 131 $ 36 Cross currency swaps - net investment hedges - excluded component $ — $ 3 $ ( 1 ) $ 2 Foreign currency zero cost collars - cash flow hedges $ 3 $ ( 4 ) $ 2 $ ( 5 ) Foreign currency forwards - cash flow hedges $ — $ — $ 53 $ — Interest rate swaps - cash flow hedges $ 1 $ ( 1 ) $ 5 $ ( 1 ) Gains (losses) reclassified from AOCI - cash flow hedges: Interest rate swaps - Interest expense, net of capitalized interest $ ( 1 ) $ ( 2 ) $ ( 4 ) $ ( 6 ) Foreign currency zero cost collars - Depreciation and amortization $ — $ — $ — $ 1 Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges) Cross currency swaps - Interest expense, net of capitalized interest $ — $ 6 $ 12 $ 16 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 significant. 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 currently only hedge certain of our ship commitments and net investments in foreign operations. The financial impacts of the hedging instruments we do employ generally offset the changes in the underlying exposures being hedged. Operational Currency Risks Our operations primarily utilize the U.S. dollar, Australian dollar, euro or sterling 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. 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 August 31, 2020, we have designated $ 883 million of our sterling-denominated debt as non-derivative hedges of our net investments in foreign operations. For the three and nine months ended August 31, 2020, we recognized $ 66 million and $ 29 million of loss on these non-derivative net investment hedges in the cumulative translation adjustment section of other comprehensive income (loss). We also have $ 7.0 billion of euro-denominated debt, which provides an economic offset for our operations with euro functional currency. 23 Table of Contents 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. We use foreign currency derivative contracts to manage foreign currency exchange rate risk for some of our ship construction payments. At August 31, 2020, for the following newbuild, we had foreign currency contracts for a portion of our euro-denominated shipyard payments. These contracts are designated as cash flow hedges. Entered Into Matures In Weighted-Average Floor Rate Weighted- Average Ceiling Rate Foreign currency zero cost collars Mardi Gras 2020 December 2020 $ 1.12 $ 1.28 If the spot rate is between the ceiling and floor rates on the date of maturity, then we would not owe or receive any payments under the zero cost collars. At August 31, 2020, 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 $ 8.4 billion for newbuilds scheduled to be delivered from 2020 through 2025. The cost of shipbuilding orders that we may place in the future that is 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, issuance of new debt, amendment of existing debt or early retirement of existing 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, 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 August 31, 2020, 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. Because of the impact COVID-19 is having on economies, we have experienced, and expect to 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 24 Table of Contents guests’ cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments. NOTE 6 – Leases Substantially all of our leases for which we are the lessee are operating leases of port facilities and real estate and are included within operating lease right-of-use assets, long-term operating lease liabilities and current portion of operating lease liabilities in our Consolidated Balance Sheet as of August 31, 2020. We have port facilities and real estate lease agreements with lease and non-lease components, and in such cases, we account for the components as a single lease component. We do not recognize lease assets and lease liabilities for any leases with an original term of less than one year . For some of our port facilities and real estate lease agreements, we have the option to extend our current lease term by 1 to 10 years. Generally, we do not include renewal options as a component of our present value calculation as we are not reasonably certain that we will exercise the options. As most of our leases do not have a readily determinable implicit rate, we estimate the incremental borrowing rate ("IBR") to determine the present value of lease payments. We apply judgment in estimating the IBR including considering the term of the lease, the currency in which the lease is denominated, and the impact of collateral and our credit risk on the rate. For leases that were in place upon adoption of Leases , we used the remaining lease term as of December 1, 2019 in determining the IBR. For the initial measurement of the lease liabilities for leases commencing after the adoption, the IBR at the lease commencement date was applied. We amortize our lease assets on a straight-line basis over the lease term. The components of expense were as follows: (in millions) Three months ended August 31, 2020 Nine months ended August 31, 2020 Operating lease expense $ 51 $ 153 Variable lease expense (a) (b) $ ( 36 ) $ ( 26 ) (a) Variable lease expense represents costs associated with our multi-year preferential berthing agreements, which vary based on the number of passengers. These costs are recorded within commission, transportation and other in our Consolidated Statements of Income (Loss). Variable and short-term lease costs related to operating leases, other than the port facilities, were not material to our consolidated financial statements. (b) Several of our preferential berthing agreements have force majeure provisions. We have treated the concessions granted under such provision as variable payment adjustments. If our interpretation of the force majeure provisions is disputed, we could be required to record and make additional guarantee payments. We have multiple agreements, with a total undiscounted minimum commitment of approximately $ 440 million, that have been executed but the lease term has not commenced as of August 31, 2020. These are substantially all related to our rights to use certain port facilities. The leases are expected to commence between 2020 and 2022. During the nine months ended August 31, 2020, we obtained $ 126 million of right-of-use assets in exchange for new operating lease liabilities. The cash outflow for leases was materially consistent with the lease expense recognized during the three and nine months ended August 31, 2020. Weighted average of the remaining lease terms and weighted average discount rates are as follows: August 31, 2020 Weighted average remaining lease term - operating leases (in years) 13 Weighted average discount rate - operating leases 3.2 % 25 Table of Contents As of August 31, 2020, maturities of operating lease liabilities were as follows: (in millions) Year Remainder of 2020 $ 36 2021 197 2022 162 2023 156 2024 147 Thereafter 1,074 Total lease payments 1,773 Less: Present value discount ( 342 ) Present value of lease liabilities $ 1,431 Under ASC 840, Leases , future minimum lease payments under non-cancelable operating leases of port facilities and other assets as of November 30, 2019 were as follows: (in millions) Year 2020 $ 219 2021 196 2022 161 2023 173 2024 167 Thereafter 1,408 $ 2,324 For time charter arrangements where we are the lessor and for transactions with cruise guests related to the use of cabins, we do not separate lease and non-lease components. As the non-lease components are the predominant components in the agreements, we account for these transactions under the Revenue Recognition guidance. NOTE 7 – 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 and Chief Executive 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. 26 Table of Contents Three Months Ended August 31, (in millions) Revenues Operating costs and expenses Selling and administrative Depreciation and amortization Operating income (loss) 2020 NAA $ 15 $ 1,292 $ 144 $ 348 $ ( 1,770 ) EA ( 4 ) 225 71 165 ( 465 ) Cruise Support 1 12 44 32 ( 86 ) Tour and Other 20 20 5 6 ( 11 ) $ 31 $ 1,549 $ 265 $ 551 $ ( 2,333 ) 2019 NAA $ 4,256 $ 2,327 $ 339 $ 345 $ 1,246 EA 2,035 1,058 150 165 662 Cruise Support 42 39 65 29 ( 92 ) Tour and Other 200 109 9 9 74 $ 6,533 $ 3,532 $ 563 $ 548 $ 1,890 Nine Months Ended August 31, (in millions) Revenues Operating costs and expenses Selling and administrative Depreciation and amortization Operating income (loss) 2020 NAA $ 3,612 $ 5,197 $ 841 $ 1,081 $ ( 4,827 ) (a) EA 1,785 2,314 404 499 ( 2,208 ) (b) Cruise Support 67 ( 22 ) 170 96 ( 177 ) Tour and Other 96 67 19 22 ( 12 ) $ 5,561 $ 7,556 $ 1,435 $ 1,698 $ ( 7,223 ) 2019 NAA $ 10,495 $ 6,370 $ 1,034 $ 1,012 $ 2,079 EA 5,122 3,166 540 483 933 Cruise Support 128 99 217 84 ( 272 ) Tour and Other 299 198 21 28 52 $ 16,043 $ 9,833 $ 1,813 $ 1,607 $ 2,791 (a) Includes $ 1.3 billion of goodwill impairment charges. (b) Includes $ 777 million of goodwill impairment charges. Revenue by geographic areas, which are based on where our guests are sourced, were as follows: Three Months Ended August 31, Nine Months Ended August 31, (in millions) 2020 2019 2020 2019 North America $ 14 $ 3,751 $ 3,065 $ 8,910 Europe 5 1,738 1,622 4,486 Australia and Asia 1 937 681 2,261 Other 10 107 192 385 $ 31 $ 6,533 $ 5,561 $ 16,043 27 Table of Contents NOTE 8 – Earnings Per Share Three Months Ended August 31, Nine Months Ended August 31, (in millions, except per share data) 2020 2019 2020 2019 Net income (loss) for basic and diluted earnings per share $ ( 2,858 ) $ 1,780 $ ( 8,014 ) $ 2,567 Weighted-average shares outstanding 775 689 727 691 Dilutive effect of equity plans — 2 — 2 Diluted weighted-average shares outstanding 775 691 727 693 Basic earnings per share $ ( 3.69 ) $ 2.58 $ ( 11.03 ) $ 3.72 Diluted earnings per share $ ( 3.69 ) $ 2.58 $ ( 11.03 ) $ 3.71 Antidilutive shares excluded from diluted earnings per share computations were as follows: (in millions) Three Months Ended August 31, 2020 Nine Months Ended August 31, 2020 Equity awards — 1 Convertible Notes 186 102 Total antidilutive securities 186 103 There were no antidilutive shares excluded from our 2019 diluted earnings per share computations. NOTE 9 – Supplemental Cash Flow Information (in millions) August 31, 2020 November 30, 2019 Cash and cash equivalents (Consolidated Balance Sheets) $ 8,176 $ 518 Restricted cash included in prepaid expenses and other and other assets 15 13 Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) $ 8,191 $ 530 In connection with the Convertible Notes Repurchase Transaction, as an administrative convenience, we permitted the purchasers of 83.3 million of Carnival Corporation common stock to offset the purchase price payable to us against our obligation to pay the purchase price for $ 744 million aggregate principal amount of the Convertible Notes held by them, which is reflected as a non-cash transaction for the nine months ended August 31, 2020. NOTE 10 – Other Assets We have a minority interest in CSSC Carnival Cruise Shipping Limited (“CSSC-Carnival”), a China-based cruise company which will operate its own fleet designed to serve the Chinese market. Our investment in CSSC-Carnival was $ 135 million as of August 31, 2020 and $ 48 million as of November 30, 2019. In December 2019, we sold to CSSC-Carnival a controlling interest in an entity with full ownership of two EA segment ships and recognized a related gain of $ 107 million, included in other operating expenses in our Consolidated Statements of Income (Loss). We will continue to operate each of these ships under bareboat charter agreements through December 2020 and May 2021, respectively. NOTE 11 – Defined Benefit Pension Plans and Restructuring Costs We have several single-employer defined benefit pension plans, which cover some of our shipboard and shoreside employees. The U.S. and UK shoreside employee plans are closed to new membership and are funded at or above the level required by U.S. or UK regulations. As required by UK regulations, the UK employee plan is undergoing its triennial valuation. Due to the COVID-19 pandemic and its impact on the economic environment and our operations, the finalization of the valuation may result in a plan deficit, which would then trigger a funding obligation under UK regulations. The remaining defined benefit plans are primarily unfunded. In determining all of our plans’ benefit obligations at November 30, 2019 and 2018, we assumed a weighted-average discount rate of 2.4 % for 2019 and 3.4 % for 2018. 28 Table of Contents In May 2020, we announced a combination of layoffs, furloughs and salary reductions across the company in response to the extended pause in our global cruise operations. For the three and nine months ended August 31, 2020, we incurred restructuring costs of $ 3 million and $ 42 million, principally consisting of severance and our continued payment of health benefits to affected employees. These costs are included in the selling and administrative line item within our Consolidated Statements of Income (Loss). NOTE 12 – Property and Equipment Ship Sales During 2020, we sold seven NAA segment ships and three EA segment ships, which represents a passenger-capacity reduction of 11,560 for our NAA segment and 5,510 for our EA segment. In addition, we have either entered into agreements to sell or expect to sell six NAA segment ships and two EA segment ships, which represents a passenger-capacity reduction of 9,620 for our NAA segment and 4,320 for our EA segment. NOTE 13 – Subsequent Events Public Equity Offering On September 15, 2020, we entered into an equity distribution agreement with sales agents pursuant to which we may, from time to time, offer and sell shares of Carnival Corporation's common stock having an aggregate offering price of up to $ 1.0 billion through the sales agents (the “ATM Offering”). We have filed a prospectus supplement with the Securities and Exchange Commission in connection with the ATM Offering on September 15, 2020. As of October 2, 2020, we sold 23 million shares for net proceeds of $ 352 million and paid $ 4 million in compensation with respect of such sales of shares under the ATM Offering. 29 Table of Contents