What changed in this filing

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Item 1. Financial Statements

2022-03-28 compared with 2021-09-30 · 169 added, 258 removed, 386 unchanged (53% of the section changed)

3 unchanged sentences

(in millions, except per share data)

Three Months Ended August 31, Nine Months Ended

2021 2020 2021 2020

Three Months Ended February 28,

Passenger ticket $ 873 $ 3

Onboard and other 750 23

546 31 621 5,561

Operating Costs and Expenses

2 unchanged sentences

Payroll and related 506 218

Fuel 182 121 398 718

Food 52 19 80 404

Ship and other impairments 8 —

Other operating 557 181

1,616 1,549 2,832 7,556

Selling and administrative 530 462

Depreciation and amortization 554 552

Goodwill impairments — — — 2,096

2,603 2,364 5,817 12,784

Operating Income (Loss) ( 1,491 ) ( 1,524 )

15 unchanged sentences

(in millions)

Three Months Ended August 31, Nine Months Ended

2021 2020 2021 2020

Three Months Ended February 28,

Net Income (Loss) $ ( 1,891 ) $ ( 1,973 )

1 unchanged sentence

Change in foreign currency translation adjustment 13 199

Other 1 4 8 60

Other Comprehensive Income (Loss) 16 203

48 unchanged sentences

(in millions)

Nine Months Ended

Three Months Ended February 28,

OPERATING ACTIVITIES

3 unchanged sentences

Impairments 8 17

(Gain) loss on extinguishment of debt 372 220

(Gain) loss on debt extinguishment — ( 2 )

(Income) loss from equity-method investments 11 8

Share-based compensation 26 40

1 unchanged sentence

Noncash lease expense 34 36

(Gain) loss on ship sales and other, net 120 ( 47 )

Other, net 5 44

( 1,207 ) ( 1,236 )

10 unchanged sentences

Proceeds from sales of ships and other 18 9

Purchase of minority interest ( 90 ) ( 81 )

Purchase of short-term investments ( 315 ) ( 1,840 )

Proceeds from maturity of short-term investments 2,026 —

Derivative settlements and other, net ( 6 ) 17

3 unchanged sentences

Principal repayments of long-term debt ( 503 ) ( 668 )

Premium paid on extinguishment of debt ( 286 ) —

Proceeds from issuance of long-term debt 2,347 4,980

Dividends paid — ( 689 )

Issuance of common stock, net 15 997

Issuance of common stock under the Stock Swap Program 27 —

Purchases of treasury stock under the Stock Swap program ( 94 ) —

Purchase of treasury stock under the Stock Swap Program ( 23 ) —

Debt issue costs and other, net ( 86 ) ( 93 )

8 unchanged sentences

(in millions)

Three Months Ended

stock Ordinary

3 unchanged sentences

stock Total shareholders’ equity

At May 31, 2020 $ 7 $ 360 $ 9,683 $ 21,155 $ ( 1,962 ) $ ( 8,404 ) $ 20,840

Net income (loss) — — — ( 2,858 ) — — ( 2,858 )

Other comprehensive income (loss) — — — — 524 — 524

Issuance of common stock related to the repurchase of Convertible Notes — — 222 — — — 222

Repurchase of Convertible Notes 1 — 765 — — — 766

Other — — 9 — — — 9

At August 31, 2020 $ 8 $ 361 $ 10,680 $ 18,297 $ ( 1,439 ) $ ( 8,404 ) $ 19,503

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

Net income (loss) — — — ( 2,836 ) — — ( 2,836 )

Other comprehensive income (loss) — — — — ( 223 ) — ( 223 )

Issuance of common stock, net — — 7 — — — 7

Conversion of Convertible Notes — — 2 — — — 2

Purchases and issuances under the Stock Swap program — — 105 — — ( 95 ) 10

Other — — 28 — — — 28

At August 31, 2021 $ 11 $ 361 $ 15,146 $ 9,194 $ ( 1,349 ) $ ( 8,500 ) $ 14,863

Nine Months Ended

stock Ordinary

shares Additional

capital Retained

earnings AOCI Treasury

shareholders’

At November 30, 2020 $ 11 $ 361 $ 13,948 $ 16,075 $ ( 1,436 ) $ ( 8,404 ) $ 20,555

1 unchanged sentence

Other comprehensive income (loss) — — — — 203 — 203

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

Issuance of common stock, net — — 996 — — — 997

Share-based compensation and other — — 32 — — — 32

At February 28, 2021 $ 11 $ 361 $ 14,977 $ 14,102 $ ( 1,233 ) $ ( 8,404 ) $ 19,813

At November 30, 2021 $ 11 $ 361 $ 15,292 $ 6,448 $ ( 1,501 ) $ ( 8,466 ) $ 12,144

1 unchanged sentence

Other comprehensive income (loss) — — — — 16 — 16

Issuance of common stock, net — — 1,003 — — — 1,003

Conversion of Convertible Notes — — 2 — — — 2

Purchases and issuances under the Stock Swap program — — 105 — — ( 95 ) 10

Other — — 88 — — — 88

At August 31, 2021 $ 11 $ 361 $ 15,146 $ 9,194 $ ( 1,349 ) $ ( 8,500 ) $ 14,863

Issuances of common stock, net — 15 15

Purchases and issuances under the Stock Swap program, net — — 27 — — ( 25 ) 2

Issuance of treasury shares for vested share-based awards — — — ( 63 ) 63 —

Share-based compensation and other — 26 — — 26

At February 28, 2022 $ 11 $ 361 $ 15,360 $ 4,493 $ ( 1,486 ) $ ( 8,428 ) $ 10,311

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

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In the face of the global impact of COVID-19, we paused our guest cruise operations in mid-March 2020.

As of August 31, 2021, eight of our nine brands have resumed guest cruise operations as part of our gradual return to service, with 35 % of our capacity operating with guests on board.

Significant events affecting travel, including COVID-19 and our gradual resumption of guest cruise operations, have had and continue to have an impact on booking patterns.

The full extent of the impact will be determined by our gradual return to service and the length of time COVID-19 influences travel decisions.

We believe that the ongoing effects of COVID-19 have had, and will continue to have, a material negative impact on our financial results and liquidity.

As of February 28, 2022, 71 % of our capacity had resumed guest cruise operations 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.

The ongoing resumption of our guest cruise operations and the increased uncertainty given the current invasion of Ukraine, including its effect on the price of fuel, are collectively having a material negative impact on our business, including our liquidity, financial position and results of operations.

The estimation of our future liquidity requirements includes numerous assumptions that are subject to various risks and uncertainties.

The principal assumptions used to estimate our future liquidity requirements consist of:

• Expected continued gradual resumption of guest cruise operations

• Expected lower than comparable historica l occupancy levels during the resumption of guest cruise operations

• Expected incremental spend for the resumption of guest cruise operations, including completing the return of our ships to guest cruise operations, returning crew members to our ships and maintaining enhanced health and safety protocols

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

We cannot make assurances that our assumptions used to estimate our liquidity requirements may not change because we have never previously experienced a complete cessation of our guest cruise operations, and as a consequence, our ability to be predictive is uncertain.

In addition, the magnitude and duration of the global pandemic are uncertain.

We have made reasonable estimates and judgments of the impact of COVID-19 within our consolidated financial statements and there may be changes to those estimates in future periods.

We continue to expect a net loss on both a U.S.

GAAP and adjusted basis for the fourth quarter of 2021 and full year ending November 30, 2021.

• Ongoing resumption of guest cruise operations, with each brand’s full fleet expected to be back in guest cruise operations for its respective summer season where we historically generate the largest share of our operating income

• Expected sustained increase in revenue per passenger cruise day through a combination of both passenger ticket and onboard revenue as compared to 2019

• Expected improvement in occupancy throughout 2022 until we return to historical occupancy levels in 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

• Fuel prices

• 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 global pandemic and the current invasion of Ukraine 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 have taken actions to improve our liquidity, including completing various capital market transactions, capital expenditure and operating expense reductions and accelerating the removal of certain ships from our fleet.

In addition, we expect to continue to pursue refinancing opportunities to reduce interest expense and extend maturities.

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

In addition, we expect to continue to pursue refinancing opportunities to reduce interest expense and 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 $ 7.2 billion of liquidity including cash, short-term investments and borrowings available under our revolving facility at February 28, 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 nine months ended August 31, 2021 and 2020, Consolidated Statements of Cash Flows for the nine months ended August 31, 2021 and 2020, and the Consolidated Balance Sheet at August 31, 2021 are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement.

The Consolidated Statements of Income (Loss), the Consolidated Statements of Comprehensive Income (Loss), the Consolidated Statements of Cash Flows and the Consolidated Statements of Shareholders’ Equity for the three months ended February 28, 2022 and 2021, and the Consolidated Balance Sheet at February 28, 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.

3 unchanged sentences

GAAP”) requires management to make estimates and assumptions that affect the amounts reported and disclosed.

ships, collectability of trade and notes receivables as well as provisions for pending litigation, will depend on future developments that are highly uncertain.

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.

19 unchanged sentences

This portion of the fees, taxes and charges is expensed in commissions, transportation and other costs when the corresponding revenues are recognized.

For the three and nine months ended August 31, 2021, fees, taxes, and charges included in commissions, transportation and other costs were immaterial.

For the three and nine months ended August 31, 2020, fees, taxes, and charges included in commissions, transportation and other costs were immaterial and $ 213 million, respectively.

For the three months ended February 28, 2022 and 2021, fees, taxes, and charges included in commissions, transportation and other costs were $ 68 million and $ 41 million.

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

2 unchanged sentences

These amounts include refundable deposits.

We have provided flexibility to guests with bookings on sailings cancelled due to itinerary disruptions by allowing guests to receive enhanced future cruise credits (“FCC”) or elect to receive refunds in cash.

Enhanced FCCs provide the guest with an additional credit value above the original cash deposit received and are recognized as a discount applied to the future cruise in the period used.

We have paid and expect to continue to pay cash refunds of customer deposits with respect to a portion of cancelled cruises.

The amount of cash refunds to be paid may depend on the continued level of guest acceptance of FCCs and future cruise cancellations.

We have provided flexibility to guests with bookings on sailings cancelled due to itinerary disruptions by allowing guests to rebook at a future date, receive enhanced future cruise credits (“FCC”) or elect to receive refunds in cash.

Enhanced FCCs provide the guest with an additional credit value above the original cash deposit received, and 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 customer deposits of $ 3.1 billion as of August 31, 2021 and $ 2.2 billion as of November 30, 2020.

As of August 31, 2021, the current portion of customer deposits was $ 2.7 billion.

This amount includes deposits related to cancelled cruises prior to the election of a cash refund by guests.

We had total customer deposits of $ 3.7 billion as of February 28, 2022 and $ 3.5 billion as of November 30, 2021 .

Refunds payable to guests who have elected cash refunds are recorded in accounts payable.

Due to uncertainties associated with the gradual resumption of guest cruise operations we are unable to estimate the amount of the August 31, 2021 customer deposits that will be recognized in earnings compared to amounts that will be refunded to customers or issued as a credit for future travel .

During the nine months ended August 31, 2021 and 2020, we recognized revenues of an immaterial amount and $ 3.3 billion, respectively, related to our customer deposits as of November 30, 2020 and 2019.

Historically, our customer deposits balance changes due to the seasonal nature of cash collections, the recognition of revenue, refund of customer deposits and foreign currency translation.

During the three months ended February 28, 2022 and 2021, we recognized revenues of $ 1.0 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

7 unchanged sentences

Contract assets are amounts paid prior to the start of a voyage, which we record as an asset within prepaid expenses and other and which are subsequently recognized as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation.

We have contract assets of an immaterial amount as of August 31, 2021 and November 30, 2020.

We had contract assets of $ 70 million as of February 28, 2022 and $ 55 million as of November 30, 2021 .

NOTE 3 – Debt

Short-Term Borrowings

As of August 31, 2021 and November 30, 2020, our short-term borrowings consisted of the $ 3.1 billion under our multi-currency revolving credit facility (the “Revolving Facility”).

For the nine months ended August 31, 2021, there were no borrowings or repayments of commercial paper with original maturities greater than three months.

For the nine months ended August 31, 2020, we had borrowings of $ 525 million and repayments of $ 192 million of commercial paper with original maturities greater than three months.

As of February 28, 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

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

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

2027 Senior Unsecured Notes

In February 2021, we issued an aggregate principal amount of $ 3.5 billion senior unsecured notes that mature on March 1, 2027 (the “2027 Senior Unsecured Notes”).

The 2027 Senior Unsecured Notes bear interest at a rate of 5.8 % per year.

Repricing of 2025 Secured Term Loan

In June 2021, we entered into an amendment to reprice our $ 2.8 billion 2025 Secured Term Loan (the “2025 Secured Term Loan”).

The amended U.S.

dollar tranche bears interest at a rate per annum equal to LIBOR (with a 0.75 % floor) plus 3 %.

The amended euro tranche bears interest at a rate per annum equal to EURIBOR (with a 0 % floor) plus 3.75 %.

2028 Senior Secured Notes

In July 2021, we issued $ 2.4 billion aggregate principal amount of 4 % first-priority senior secured notes due in 2028 (the “2028 Senior Secured Notes”).

We used the net proceeds from the issuance to purchase $ 2.0 billion aggregate principal amount of the 2023 Senior Secured Notes.

The 2028 Senior Secured Notes mature on August 1, 2028.

The 2028 Senior Secured Notes are secured on a first-priority basis by collateral, which includes vessels and material intellectual property with a net book value of approximately $ 26.3 billion as of August 31, 2021 and certain other assets.

Debt Holidays

We amended substantially all of our drawn export credit facilities to defer approximately $ 1.0 billion of principal payments that would otherwise have been due over a one year period commencing April 1, 2021 until March 31, 2022, with repayments to be made over the following five years.

Of these amendments, the deferral of an aggregate principal amount of $ 0.7 billion became effective as of August 31, 2021, and an aggregate principal amount of $ 0.3 billion became effective after August 31, 2021.

The cumulative deferred principal amount of the debt holiday amendments is approximately $ 1.7 billion, inclusive of the amendments entered into in 2020 and through September 14, 2021.

In addition, these amendments aligned the financial covenants of substantially all our drawn export credit facilities with our other facilities.

During the first quarter of 2022, we borrowed $ 2.3 billion under export credit facilities due in semi-annual installments through 2034.

Covenant Compliance

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

• Maintain minimum interest coverage (EBITDA to consolidated net interest charges (the “Interest Coverage Covenant”) at the end of each fiscal quarter from February 28, 2023, at a ratio of not less than 2.0 to 1.0 for the February 28, 2023 and May 31, 2023 testing dates, 2.5 to 1.0 for the August 31, 2023 and November 30, 2023 testing dates, and 3.0 to 1.0 for the February 28, 2024 testing date onwards, or through their respective maturity dates

As of February 28, 2022, our Revolving Facility, 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 February 28, 2023, at a ratio of not less than 2.0 to 1.0 for the February 28, 2023 and May 31, 2023 testing dates, 2.5 to 1.0 for the August 31, 2023 and November 30, 2023 testing dates, and 3.0 to 1.0 for the February 29, 2024 testing date onwards, or through their respective maturity dates

• Maintain minimum shareholders’ equity of $ 5.0 billion

• Limit our debt to capital percentage (the “Debt to Capital Covenant”) through the August 31, 2021 testing date at a percentage not to exceed 65 %.

From the November 30, 2021 testing date until the May 31, 2023 testing date, the Debt to Capital Covenant is not to exceed 75 %, following which it will be tested at levels which decline ratably to 65 % for the May 31, 2024 testing date onwards

• Maintain minimum liquidity of $ 1.0 billion through February 29, 2024

• 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

• Restrict the granting of guarantees and security interests for certain of our outstanding debt through November 30, 2024

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

In addition, export credit facilities with $ 0.4 billion outstanding indebtedness contain covenants that require us to, among other things, maintain the Interest Coverage Covenant of not less than 3.0 to 1.0 at the end of each fiscal quarter and the Debt to Capital Covenant not to exceed 65 % at the end of each fiscal quarter.

We have entered into supplemental agreements to waive compliance with the Interest Coverage Covenant and the Debt to Capital Covenant under these export credit facilities through November 30, 2022.

We will be required to comply with such covenants beginning with the next testing date of February 28, 2023.

At August 31, 2021, we were in compliance with the applicable covenants under our debt agreements.

At February 28, 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.

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Carnival Corporation or Carnival plc and certain of our subsidiaries have guaranteed substantially all of our indebtedness.

As of August 31, 2021, the scheduled maturities of our debt are as follows:

As of February 28, 2022, the scheduled maturities of our debt are as follows:

(in millions)

4 unchanged sentences

Total $ 35,721

(a) Includes the $ 3.1 billion Revolving Facility.

The Revolving Facility was fully drawn in 2020 for a six-month term.

We may continue to re-borrow amounts under the Revolving Facility through August 2024 subject to satisfaction of the conditions in the facility.

(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 February 28, 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 undrawn portion.

We are required to pay a commitment fee on any unutilized portion.

NOTE 4 – Contingencies and Commitments

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As previously disclosed, on May 2, 2019, two lawsuits were filed against Carnival Corporation in the U.S.

District Court for the Southern District of Florida under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act, alleging that Carnival “trafficked” in confiscated Cuban property when certain ships docked at certain ports in Cuba, and that this alleged “trafficking” entitles the plaintiffs to treble damages (the “Cuba Matters”).

On July 9, 2020, the court granted our motion for judgment on the pleadings in the Cuba Matter filed by Javier Garcia Bengochea, and dismissed the plaintiff’s action with prejudice.

On August 6, 2020, Bengochea filed a notice of appeal.

On August 2, 2021, the court continued the trial date in the second Cuba Matter to February 28, 2022.

We continue to believe we have a meritorious defense to these actions and we believe that any liability which may arise as a result of these actions will not have a material impact on our consolidated financial statements.

Contingent Obligations – Indemnifications

Some of the debt contracts we enter into include indemnification provisions obligating us to make payments to the counterparty if certain events occur.

These contingencies generally relate to changes in taxes or changes in laws which increase the lender’s costs.

There are no stated or notional amounts included in the indemnification clauses, and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses.

Other Contingencies

We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations.

Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a reserve fund in cash.

Although the agreements vary, these requirements may generally be satisfied either through a withheld percentage of customer payments or providing cash funds directly to the credit card processor.

As of August 31, 2021, and November 30, 2020, we had $ 1.4 billion and $ 0.4 billion, respectively, in reserve funds related to our customer deposits withheld to satisfy these requirements which are included within other assets.

We continue to expect to provide reserve funds under these agreements.

Additionally, as of August 31, 2021, and November 30, 2020, we had $ 167 million and $ 166 million, respectively, of cash collateral in escrow, of which $ 137 million and $ 136 million is included within prepaid expenses and other.

We have been, and may continue to be, impacted by breaches in data security and lapses in data privacy, which occur from time to time.

These can vary in scope and intent from inadvertent events to malicious motivated attacks.

We detected ransomware attacks in August 2020 and December 2020 which resulted in unauthorized access to our information technology systems.

We engaged a major cybersecurity firm to investigate these matters and notified law enforcement and regulators of these incidents.

For the August 2020 event, the investigation phase is complete, as are the communication and reporting phases.

We determined that the unauthorized third-party gained access to certain personal information relating to some guests, employees and crew for some of our operations.

For the December 2020 event, the investigation and remediation phases are in process.

Regulators were notified, and several, including the primary regulatory authority in the European Union, have closed their files on this matter.

We have been contacted by various regulatory agencies regarding these and other cyber incidents.

The New York Department of Financial Services (“NY DFS”) has notified us of their intent to commence proceedings seeking penalties if settlement cannot be reached in advance of litigation.

To date, we have not been able to reach an agreement with NY DFS.

In addition, State Attorneys General from a number of states have completed their investigation of a data security event announced in March 2020, and the Company is currently negotiating a settlement with the relevant State Attorneys General.

We continue to work with regulators regarding cyber incidents we have experienced.

We have incurred legal and other costs in connection with cyber incidents that have impacted us.

While at this time we do not believe that these incidents will have a material adverse effect on our business, operations or financial results, no assurances can be given about the future and we may be subject to future litigation, attacks or incidents that could have such a material adverse effect.

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 the trial currently scheduled for May 23, 2022.

We are assessing our options, including appealing this order.

In the matter filed by Javier Bengochea, on October 4, 2021, the U.S.

Court of Appeals for the Eleventh Circuit Court heard oral arguments and 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.

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 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.

The parties’ motions to dismiss in both actions have been granted in part and denied in part.

Answers have been filed by both parties.

We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

COVID-19 Actions

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We have been named in a number of individual actions related to COVID-19.

Private parties have brought approximately 72 lawsuits as of September 22, 2021 in several U.S.

Private parties have brought approximately 73 individual lawsuits as of February 28, 2022 in several U.S.

federal and state courts as well as in France, Italy and Brazil.

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A smaller number of actions include wrongful death claims.

As of September 22, 2021, 38 of these individual actions have now been dismissed or settled.

As of February 28, 2022, 63 of these individual actions have now been dismissed or settled and ten remain.

These actions were settled for immaterial amounts.

Additionally, as of September 22, 2021, ten purported class actions have been brought by former guests from Ruby Princess , Diamond Princess , Grand Princess , Coral Princess, Costa Luminosa or Zaandam in several U.S.

Additionally, as of February 28, 2022, ten purported class actions have been brought by former guests from Ruby Princess , Diamond Princess , Grand Princess , Coral Princess, Costa Luminosa or Zaandam in several U.S.

federal courts and in the Federal Court of Australia.

These actions include tort claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard.

As of September 22, 2021, five of these class actions have either been settled individually or had their class allegations dismissed by the courts.

As of February 28, 2022, nine of these class actions have either been settled individually or had their class allegations dismissed by the courts and one remains.

These actions were settled for immaterial amounts.

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

As previously disclosed, a consolidated class action complaint with new lead plaintiffs, the New England Carpenters Pension and Guaranteed Annuity Fund and the Massachusetts Laborers' Pension and Annuity Fund, was filed in the U.S.

District Court for the Southern District of Florida on December 15, 2020.

Plaintiffs filed a second amended complaint on July 2, 2021 and on August 6, 2021, we filed a motion to dismiss .

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

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.

The plaintiffs filed a second amended complaint on July 2, 2021 and on August 6, 2021, we filed a motion to dismiss, which has now been fully briefed.

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

Governmental Inquiries and Investigations

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The investigations could result in the imposition of civil and criminal penalties in the future.

Ot h er 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 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 and August 2020 events, the investigation, communication and reporting phases are complete.

We determined that, for each event, 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 December 2020 event, the investigation, communication and reporting phases are complete.

Regulators were notified, and several, including the primary regulatory authority in the European Union, have closed their files on this matter.

We have been contacted by various regulatory agencies regarding these and other cyber incidents.

The New York Department of Financial Services (“NY DFS”) has notified us of their intent to commence proceedings seeking penalties if settlement cannot be reached in advance of litigation.

To date, we have not been able to reach an agreement with NY DFS.

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.

We are subject to a court-ordered environmental compliance plan supervised by the U.S.

District Court for the Southern District of Florida, which is operative until mid-April 2022 and subjects our operations to additional review and other obligations.

Failure to comply with the requirements of this environmental compliance plan or other special conditions of probation could result in fines, which the court has imposed in the past, including during the three months ended February 28, 2022 as reported in the Form 10-K, and restrictions on our operations.

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 effect on our financial results.

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.

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 February 28, 2022 and November 30, 2021 , we had $ 1.1 billion in reserve funds related to our customer deposits withheld to satisfy these requirements which are included within other assets.

We continue to expect to provide reserve funds under these agreements.

Additionally, as of February 28, 2022 and November 30, 2021, we had $ 30 million of cash collateral in escrow which is included within other assets.

Ship Commitments

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

As of February 28, 2022, we expect the timing of our new ship growth capital commitments to be as follows:

(in millions)

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Financial Instruments that are not Measured at Fair Value on a Recurring Basis

August 31, 2021 November 30, 2020

February 28, 2022 November 30, 2021

Value Fair Value Carrying

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

August 31, 2021 November 30, 2020

February 28, 2022 November 30, 2021

(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Cash and cash equivalents $ 6,414 $ — $ — $ 8,939 $ — $ —

Restricted cash 178 — — 179 — —

Short-term investments (a) 515 — — 200 — —

Derivative financial instruments — 5 — — 1 —

Total $ 6,929 $ 5 $ — $ 9,139 $ 1 $ —

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Valuation of Goodwill and Trademarks

As of July 31, 2021, we performed our annual goodwill and trademark impairment reviews and determined there was no impairment for goodwill or trademarks.

There was no impairment for the three months ended August 31, 2020.

We recognized goodwill impairment charges of $ 2.1 billion for the nine months ended August 31, 2020.

The determination of the fair value of our reporting units’ goodwill and trademarks includes numerous assumptions that are subject to various risks and uncertainties.

The effect of COVID-19 and the gradual resumption have created some uncertainty in forecasting the operating results and future cash flows used in our impairment analyses.

We believe that we have made reasonable estimates and judgments.

A change in the conditions, circumstances or strategy (including decisions about the allocation of new ships amongst brands and the transfer of ships between brands), which influence determinations of fair value, may result in a need to recognize an additional impairment charge .

The principal assumptions, all of which are considered Level 3 inputs, used in our cash flow analyses consisted of:

• The pace of our return to service, changes in market conditions and port or other restrictions

• Forecasted revenues net of our most significant variable costs, which are travel agent commissions, costs of air and other transportation, and certain other costs that are directly associated with onboard and other revenues including credit and debit card fees

• The allocation of new ships and the timing of the transfer or sale of ships amongst brands, as well as the estimated proceeds from ship sales

• Weighted-average cost of capital of market participants, adjusted for the risk attributable to the geographic regions in which these cruise brands operate

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

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.

(in millions) NAA

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November 30, 2021 $ 579 $ — $ 579

Foreign currency translation adjustment — 4 3

August 31, 2021 $ 579 $ 231 $ 810

Exchange movements — — —

February 28, 2022 $ 579 $ — $ 579

(a) North America and Australia ( “ NAA”)

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November 30, 2021 $ 927 $ 248 $ 1,175

Foreign currency translation adjustment — 4 3

August 31, 2021 $ 927 $ 256 $ 1,183

Exchange movements $ — — —

February 28, 2022 $ 927 $ 248 $ 1,175

Impairment of Ships

We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment.

As of August 31, 2021, as a result of the continued effect of COVID-19 on our business and our updated expectations for certain of our ships, we determined that these ships had net carrying values that exceeded their respective estimated undiscounted future cash flows.

As of May 31, 2021, we also determined that one ship, which we subsequently sold, had a net carrying value that exceeded its estimated undiscounted future cash flows.

We determined the fair value of these ships based on their estimated selling values.

We believe that we have made reasonable estimates and judgments.

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.

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.

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 principal assumptions, all of which are considered Level 3 inputs, used in our cash flow analyses consisted of:

• Timing of the respective ship's return to service, changes in market conditions and port or other restrictions

• Forecasted ship revenues net of our most significant variable costs, which are travel agent commissions, costs of air and other transportation and certain other costs that are directly associated with onboard and other revenues, including credit and debit card fees

• Timing of the sale of ships and estimated proceeds

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

Three Months Ended

August 31, Nine Months Ended

(in millions) 2021 2020 2021 2020

(in millions) February 28, 2022

NAA Segment $ 8

EA Segment 202 2 251 311

Total ship impairments $ 8

We did not recognize any ship impairment charges for the three months ended February 28, 2021.

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 August 31, 2021 November 30, 2020

(in millions) Balance Sheet Location February 28, 2022 November 30, 2021

Derivative assets

Derivatives designated as hedging instruments

Cross currency swaps (a) Prepaid expenses and other $ 5 $ 1

Total derivative assets $ 5 $ 1

Derivative liabilities

Derivatives designated as hedging instruments

Interest rate swaps (a) Accrued liabilities and other $ 3 $ 5

Cross currency swaps (a) Other long-term liabilities $ 14 $ 8

Interest rate swaps (b) Accrued liabilities and other 2 3

Other long-term liabilities 1 2

Total derivative liabilities $ 18 $ 13

(a) We have interest rate swaps designated as cash flow hedges whereby we receive floating interest rate payments in exchange for making fixed interest rate payments.

These interest rate swap agreements effectively changed $ 192 million at August 31, 2021 and $ 248 million at November 30, 2020 of EURIBOR-based floating rate euro debt to fixed rate euro debt.

At August 31, 2021, these interest rate swaps settle through 2025.

(a) At February 28, 2022, we had cross currency swaps totaling $ 598 million that are designated as hedges of our net investment in foreign operations with euro-denominated functional currencies.

At February 28, 2022, these cross currency swaps settle through 2028.

(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 $ 147 million at February 28, 2022 and $ 160 million at November 30, 2021 of EURIBOR-based floating rate euro debt to fixed rate euro debt.

At February 28, 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.

August 31, 2021

February 28, 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

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Liabilities $ 13 $ — $ 13 $ — $ 13

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

Three Months Ended August 31, Nine Months Ended

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 February 28,

(in millions) 2022 2021

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Cross currency swaps - net investment hedges - excluded component $ ( 8 ) $ —

Foreign currency zero cost collars - cash flow hedges $ — $ 3 $ — $ 2

Foreign currency forwards - cash flow hedges $ — $ — $ — $ 53

Interest rate swaps - cash flow hedges $ 3 $ 1

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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.

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, Australian dollar, euro or sterling as their functional currencies.

dollar, Euro, Sterling or the Australian dollar as their functional currencies.

Our operations also have revenue and expenses denominated in non-functional currencies.

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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, 2021, we have designated $ 481 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, 2021, we recognized $ 15 million of gains and $ 35 million of losses, respectively, on these non-derivative net investment hedges in the cumulative translation adjustment section of other comprehensive income (loss).

We also have $ 9.5 billion of euro-denominated debt, which provides an economic offset for our operations with euro functional currency.

As of February 28, 2022, we have designated $ 469 million of our sterling-denominated debt as non-derivative hedges of our net investments in foreign operations.

For the three months ended February 28, 2022, we recognized $ 2 million of losses 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

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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 have used foreign currency derivative contracts to manage foreign currency exchange rate risk for some of our ship construction payments.

At August 31, 2021, 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 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.

At February 28, 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 $ 6.1 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.

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• 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, 2021, our exposures under derivative instruments were not material.

At February 28, 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.

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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.

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.

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 and Chief Executive Officer of Carnival Corporation and Carnival plc.

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.

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Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations.

Three Months Ended August 31,

Three Months Ended February 28,

(in millions) Revenues Operating costs and

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$ 26 $ 535 $ 462 $ 552 $ ( 1,524 )

Nine Months Ended August 31,

(in millions) Revenues Operating costs and

expenses Selling

administrative Depreciation

amortization Operating

income (loss)

NAA $ 291 $ 1,647 $ 672 $ 1,018 $ ( 3,046 )

EA 274 1,106 378 550 ( 1,760 )

Cruise Support 15 28 232 95 ( 341 )

Tour and Other 42 51 23 18 ( 49 )

$ 621 $ 2,832 $ 1,305 $ 1,681 $ ( 5,196 )

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 )

(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:

(in millions) Nine Months Ended August 31, 2020

(in millions) Three Months Ended February 28, 2022

North America $ 1,119

Australia and Asia 8

As a result of the gradual resumption of our guest cruise operations, we have experienced a minimal amount of revenue for the three and nine months ended August 31, 2021 and the three months ended August 31, 2020.

As a result, current year data is not meaningful and is not included in the table.

As a result of the pause in our guest cruise operations, revenue data for the three months ended February 28, 2021 is not included in the table.

NOTE 7 – Earnings Per Share

Three Months Ended

August 31, Nine Months Ended

(in millions, except per share data) 2022 2021

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Three Months Ended

August 31, Nine Months Ended

(in millions) 2022 2021

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NOTE 8 – Supplemental Cash Flow Information

(in millions) August 31, 2021 November 30, 2020

(in millions) February 28, 2022 November 30, 2021

Cash and cash equivalents (Consolidated Balance Sheets) $ 6,414 $ 8,939

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Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) $ 6,452 $ 8,976

NOTE 9 – Other Assets

We have a minority interest in the White Pass & Yukon Route (“White Pass”) that includes port, railroad and retail operations in Skagway, Alaska.

As a result of the effects of COVID-19 on the 2021 Alaska season, we evaluated whether our investment in White Pass was other than temporarily impaired and performed an impairment assessment during the quarter ended February 28, 2021.

As a result of our assessment, we recognized an impairment charge of $ 17 million for our investment in White Pass in other income (expense), net.

As of August 31, 2021, our investment in White Pass was $ 76 million, consisting of $ 51 million in equity and a loan of $ 25 million.

As of November 30, 2020, our investment in White Pass was $ 94 million, consisting of $ 75 million in equity and a loan of $ 19 million.

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 $ 207 million as of August 31, 2021 and $ 140 million as of November 30, 2020.

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).

In April 2021, we sold to CSSC-Carnival our remaining $ 283 million investment in the minority interest of the same entity.

For the three months ended February 28, 2022 and 2021, we did no t have borrowings or repayments of commercial paper with original maturities greater than three months.

NOTE 9 – Property and Equipment

During 2021, we completed the sale of one NAA segment ship, which represents a passenger-capacity reduction of 670 for our NAA segment and one EA segment ship, which represents a passenger-capacity reduction of 1,180 for our EA segment.

During 2022, we entered into agreements to sell two NAA segment ships and completed the sale of one EA segment ship, which 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.

NOTE 10 – Shareholders’ Equity

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 (the “Stock Swap Program”).

During the three and nine months ended August 31, 2021, under the Stock Swap Program, we sold 4.6 million shares of Carnival Corporation's common stock and repurchased the same amount of Carnival plc ordinary shares resulting in net proceeds of $ 10 million, which were used for general corporate purposes.

During 2020, there were no sales or repurchases under the Stock Swap Program.

Equity Offering

In February 2021, we completed a public offering of 40.5 million shares of Carnival Corporation’s common stock at a price per share of $ 25.10 , resulting in net proceeds of $ 996 million.

During the three months ended February 28, 2022, under the Stock Swap Program, we sold 1.3 million of Carnival Corporation’s common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $ 2 million, which were used for general corporate purposes.

During the three months ended February 28, 2021, there were no sales or repurchases under the Stock Swap Program.

Additionally, during the three months ended February 28, 2022, we sold 0.8 million shares of Carnival Corporation common stock at an average price per share of $ 20.18 , resulting in net proceeds of $ 15 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements