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Item 1. Financial Statements

2023-09-29 compared with 2023-06-28 · 164 added, 166 removed, 512 unchanged (39% of the section changed)

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Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2023 2022 2023 2022

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Interest expense, net of capitalized interest ( 518 ) ( 422 ) ( 1,600 ) ( 1,161 )

Gain (loss) on debt extinguishment, net ( 31 ) — ( 31 ) —

Debt extinguishment and modification costs ( 81 ) — ( 112 ) —

Other income (expense), net ( 19 ) ( 81 ) ( 67 ) ( 108 )

11 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2023 2022 2023 2022

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(in millions, except par values)

2023 November 30, 2022

August 31, 2023 November 30, 2022

Current Assets

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Property and Equipment, Net 39,952 38,687

Operating Lease Right-of-Use Assets 1,310 1,274

Operating Lease Right-of-Use Assets, Net 1,277 1,274

Goodwill 579 579

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Additional paid-in capital 16,699 16,872

Retained earnings (accumulated deficit) ( 841 ) 269

Retained earnings 233 269

Accumulated other comprehensive income (loss) (“AOCI”) ( 1,896 ) ( 1,982 )

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(in millions)

Six Months Ended

Nine Months Ended

OPERATING ACTIVITIES

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Noncash lease expense 109 103

(Gain) loss on ship sales and other, net ( 9 ) 12

Gain on sales of ships ( 54 ) ( 6 )

2,145 ( 2,438 )

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Proceeds from maturity of short-term investments — 515

Other, net 8 10

Net cash provided by (used in) investing activities ( 2,322 ) ( 3,467 )

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Principal repayments of long-term debt ( 6,828 ) ( 1,073 )

Debt issuance costs ( 116 ) ( 116 )

Debt extinguishment costs ( 67 ) —

Proceeds from issuance of long-term debt 2,961 3,334

Issuance of common stock, net 5 30

Issuance of common stock under the Stock Swap Program 22 89

Proceeds from issuance of common stock 5 1,180

Proceeds from issuance of common stock under the Stock Swap Program 22 89

Purchase of treasury stock under the Stock Swap Program ( 20 ) ( 82 )

Debt issue costs and other, net ( 81 ) ( 111 )

Net cash provided by (used in) financing activities ( 4,229 ) 3,217

11 unchanged sentences

capital Retained

earnings (accumulated deficit) AOCI Treasury

(accumulated deficit) AOCI Treasury

stock Total shareholders’ equity

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

At May 31, 2023 $ 12 $ 361 $ 16,684 $ ( 841 ) $ ( 1,903 ) $ ( 8,449 ) $ 5,865

Net income (loss) — — — 1,074 — — 1,074

Other comprehensive income (loss) — — — — 7 — 7

Issuances of common stock, net — — 15 — — — 15

Purchases and issuances under the Stock Swap program, net — — 62 — — ( 57 ) 6

Issuance of treasury shares for vested share-based awards — — — ( 9 ) — 9 —

Share-based compensation and other — — 15 — — — 15

At August 31, 2023 $ 12 $ 361 $ 16,699 $ 233 $ ( 1,896 ) $ ( 8,449 ) $ 6,960

At May 31, 2022 $ 11 $ 361 $ 15,457 $ 2,649 $ ( 1,742 ) $ ( 8,476 ) $ 8,260

At February 28, 2023 $ 12 $ 361 $ 16,635 $ ( 434 ) $ ( 1,972 ) $ ( 8,433 ) $ 6,170

Net income (loss) — — — ( 770 ) — — ( 770 )

1 unchanged sentence

Issuances of common stock, net 1 — 1,148 — — — 1,149

Conversion of Convertible Notes — — 3 — — — 3

Purchases and issuances under the Stock Swap program, net — — 22 — — ( 20 ) 2

Issuance of treasury shares for vested share-based awards — — — ( 12 ) — 12 —

Share-based compensation and other — — 22 — — — 22

At May 31, 2023 $ 12 $ 361 $ 16,684 $ ( 841 ) $ ( 1,903 ) $ ( 8,449 ) $ 5,865

Six Months Ended

At August 31, 2022 $ 12 $ 361 $ 16,626 $ 1,868 $ ( 2,024 ) $ ( 8,464 ) $ 8,379

Nine Months Ended

stock Ordinary

1 unchanged sentence

capital Retained

earnings (accumulated deficit) AOCI Treasury

earnings AOCI Treasury

stock Total shareholders’ equity

At November 30, 2022 $ 12 $ 361 $ 16,872 $ 269 $ ( 1,982 ) $ ( 8,468 ) $ 7,065

Change in accounting principle (a) — — ( 229 ) ( 10 ) — — ( 239 )

Net income (loss) — — — ( 26 ) — — ( 26 )

1 unchanged sentence

Issuances of common stock, net — — 5 — — — 5

Conversion of Convertible Notes — — 3 — — — 3

Purchases and issuances under the Stock Swap program, net — — 22 — — ( 20 ) 2

1 unchanged sentence

Share-based compensation and other — — 67 — — ( 2 ) 65

At May 31, 2022 $ 11 $ 361 $ 15,457 $ 2,649 $ ( 1,742 ) $ ( 8,476 ) $ 8,260

At August 31, 2023 $ 12 $ 361 $ 16,699 $ 233 $ ( 1,896 ) $ ( 8,449 ) $ 6,960

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

Change in accounting principle (a) — — ( 229 ) ( 10 ) — — ( 239 )

Net income (loss) — — — ( 4,495 ) — — ( 4,495 )

1 unchanged sentence

Issuances of common stock, net 1 — 1,178 — — — 1,180

Conversion of Convertible Notes — — 3 — — — 3

Purchases and issuances under the Stock Swap program, net — — 89 — — ( 82 ) 8

1 unchanged sentence

Share-based compensation and other — — 67 ( 1 ) — — 66

At May 31, 2023 $ 12 $ 361 $ 16,684 $ ( 841 ) $ ( 1,903 ) $ ( 8,449 ) $ 5,865

At August 31, 2022 $ 12 $ 361 $ 16,626 $ 1,868 $ ( 2,024 ) $ ( 8,464 ) $ 8,379

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

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

Liquidity and Management’s Plans

In the face of the global impact of COVID-19, we paused our guest cruise operations in March 2020 and began resuming guest cruise operations in 2021.

As of May 31, 2023, our return to guest cruise operations was complete.

As part of our liquidity management, we rely on estimates of our future liquidity, which includes numerous assumptions that are subject to various risks and uncertainties.

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

• Our continued cruise operations and expected timing of cash collections for cruise bookings

• Expected increases in revenue in 2023 on a per passenger basis compared to 2019

• Expected improvement in occupancy on a year-over-year basis

• Stabilization of fuel prices around or below November 2022 year-end prices

• Continued stabilization of inflationary pressures on costs compared to 2022, moderated by a larger-more efficient fleet as compared to 2019

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 have a substantial debt balance as a result of the pause in guest cruise operations and require a significant amount of liquidity or cash provided by operating activities to service our debt.

In addition, the continued effects of the pandemic, inflation, higher fuel prices, higher interest rates and fluctuations in foreign currency rates are collectively having a material negative impact on our financial results.

The full extent of the collective impact of these items is uncertain and may be amplified by our substantial debt balance.

We believe 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.

For the past three years we have taken appropriate actions to manage our liquidity, including completing various capital market transactions, obtaining relevant financial covenant amendments or waivers (see Note 3 - “Debt”), accelerating the removal of certain ships from the fleet, and during the pause, reducing capital expenditures and operating expenses.

Based on these actions and our assumptions, and considering our $ 7.3 billion of liquidity including cash and cash equivalents and borrowings available under our $ 1.6 billion, € 1.0 billion and £ 0.2 billion multi-currency revolving credit facility (the “Revolving Facility”) at May 31, 2023, we believe that we have sufficient liquidity to fund our obligations and expect to remain in compliance with our financial covenants for at least the next twelve months from the issuance of these financial statements.

We will continue to pursue various opportunities to refinance future debt maturities and/or to extend the maturity dates associated with our existing indebtedness and obtain relevant financial covenant amendments or waivers, if needed.

As of August 31, 2023, we had $ 5.7 billion of liquidity including cash and cash equivalents and borrowings available under our $ 1.7 billion, € 1.0 billion and £ 0.2 billion multi-currency revolving credit facility (the “Revolving Facility”).

We believe that we have sufficient liquidity to fund our obligations and expect to remain in compliance with our financial covenants for at least the next twelve months from the issuance of these financial statements.

Refer to Note 3 - “Debt” for additional details regarding the applicable financial covenants.

We will continue to pursue various opportunities to refinance future debt maturities to reduce interest expense and/or to extend the maturity dates associated with our existing indebtedness and obtain relevant financial covenant amendments or waivers, if needed.

Basis of Presentation

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 and six months ended May 31, 2023 and 2022, and the Consolidated Balance Sheet at May 31, 2023 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 and nine months ended August 31, 2023 and 2022, and the Consolidated Balance Sheet at August 31, 2023 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 2022 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S.

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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 the pandemic, inflation, higher fuel prices, higher interest rates and fluctuations in foreign currency rates will directly or indirectly impact our business, operations, results of operations and financial condition, including our valuation of goodwill and trademarks, impairment of ships and collectability of trade and notes receivables, will depend on future developments that are uncertain.

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

The full extent to which the effects of the pandemic, inflation, higher fuel prices, higher taxes, higher interest rates and fluctuations in foreign currency rates will directly or indirectly impact our business, operations, results of operations and financial condition, including our valuation of goodwill and trademarks, impairment of ships and collectability of trade and notes receivables, will depend on future developments that are uncertain.

We have made reasonable estimates and judgments of such items within our financial statements and there may be changes to those estimates in future periods.

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We adopted this new guidance during 2022 and applied it prospectively to contract modifications related to a change in reference rate.

As of August 31, 2023, all of our outstanding debt and derivative instruments referenced to U.S.

dollar LIBOR were transitioned to Term Secured Overnight Financing Rate (“SOFR”).

The adoption of this guidance did not have a material impact on our consolidated financial statements.

We expect that all of our outstanding debt and derivative instruments referenced to U.S.

dollar LIBOR will be transitioned to Term Secured Overnight Financing Rate (“SOFR”) by June 30, 2023.

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.

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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.

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.

On December 1, 2022, we adopted this guidance using the modified retrospective approach to recognize our convertible notes as single unit liability instruments, as they do not qualify as derivatives under ASC 815, Derivatives and Hedging , and were not issued at a substantial premium.

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The fees, taxes and charges that vary with guest head counts and are directly imposed on a revenue-producing arrangement are expensed in commissions, transportation and other costs when the corresponding revenues are recognized.

For the three and six months ended May 31, fees, taxes, and charges included in commissions, transportation and other costs were $ 173 million and $ 344 million in 2023 and $ 96 million and $ 164 million in 2022.

For the three and nine months ended August 31, fees, taxes, and charges included in commissions, transportation and other costs were $ 211 million and $ 555 million in 2023 and $ 141 million and $ 305 million in 2022.

The remaining portion of fees, taxes and charges are expensed in other operating expenses when the corresponding revenues are recognized.

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We record a liability for unexpired FCCs to the extent we have received and not refunded cash from guests for cancelled bookings.

We had total customer deposits of $ 7.2 billion as of May 31, 2023 and $ 5.1 billion as of November 30, 2022, w hich includes approximately $ 162 million of unredeemed FCCs as of May 31, 2023, of which approximately $ 119 million are refundable.

Given the uncertainty of travel demand caused by COVID-19 and lack of comparable historical experience of FCC redemptions, we are unable to estimate the amount of FCCs that will be used in future periods or that may be refunded.

We had total customer deposits of $ 6.3 billion as of August 31, 2023 and $ 5.1 billion as of November 30, 2022, which includes approximately $ 160 million of unredeemed FCCs as of August 31, 2023, of which approximately $ 114 million are refundable.

Given the lack of comparable historical experience of FCC redemptions, we are unable to estimate the amount of FCCs that will be used in future periods or that may be refunded.

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

During the six months ended May 31, 2023 and 2022, we recognized revenues of $ 3.6 billion and $ 1.4 billion related to our customer deposits as of November 30, 2022 and 2021.

During the nine months ended August 31, 2023 and 2022, we recognized revenues of $ 3.9 billion and $ 1.7 billion related to our customer deposits as of November 30, 2022 and 2021.

Our customer deposits balance changes due to the seasonal nature of cash collections, the recognition of revenue, refunds of customer deposits and foreign currency changes.

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We have receivables from credit card merchants and travel agents for cruise ticket purchases and onboard revenue.

These receivables are included within trade and other receivables, net.

These receivables are included within trade and other receivables, net and are less allowances for expected credit losses.

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

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We record these amounts within prepaid expenses and other and subsequently recognize these amounts as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation.

We had incremental costs of obtaining contracts with customers recognized as assets of $ 322 million as of May 31, 2023 and $ 218 million as of November 30, 2022 .

We had incremental costs of obtaining contracts with customers recognized as assets of $ 272 million as of August 31, 2023 and $ 218 million as of November 30, 2022 .

NOTE 3 – Debt

May 31, November 30,

August 31, November 30,

(in millions) Maturity Rate (a) (b) 2023 2022

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Notes Aug 2028 4.0 % 2,406 2,406

Notes Aug 2029 7.0 % 500 —

EUR floating rate Jun 2025 EURIBOR + 3.8 %

Floating rate Jun 2025 - Oct 2028 LIBOR + 3.0 - 3.3 %

Floating rate Jun 2025 - Oct 2028 SOFR + 3.0 - 3.3 %

Total Secured Subsidiary Guaranteed 8,388 9,621

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Unsecured Subsidiary Guaranteed

Facility (c) LIBOR + 0.7 %

Facility (c) (c) — 200

Convertible Notes Apr 2023 5.8 % — 96

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Floating rate Jul 2024 - Sep 2024 LIBOR + 3.8 %

GBP floating rate Feb 2025 SONIA + 0.9 % (d)

EUR floating rate (e) Apr 2024 - Mar 2026 EURIBOR + 2.4 - 4.0 %

GBP floating rate Feb 2025 SONIA + 0.9 %

EUR floating rate (d) Apr 2024 - Mar 2026 EURIBOR + 2.4 - 4.0 %

Export Credit Facilities

Floating rate Dec 2031 LIBOR + 0.8

Floating rate Dec 2031 SOFR + 0.8 % (e)

Fixed rate Aug 2027 - Dec 2032 2.4 - 3.4 %

EUR floating rate May 2024 - Nov 2034 EURIBOR + 0.2 - 0.8 %

EUR fixed rate Feb 2031 - Jan 2036 1.1 - 3.4 %

EUR fixed rate Feb 2031 - Jul 2037 1.1 - 3.4 %

Total Unsecured Subsidiary Guaranteed 20,698 23,019

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Long-Term Debt $ 29,516 $ 31,953

(a) The reference rates for substantially all of our LIBOR and EURIBOR based variable debt have 0.0 % to 0.75 % floors.

(a) The reference rates, together with any applicable credit adjustment spread, for substantially all of our variable debt have 0.0 % to 0.75 % floors.

During 2023, we amended certain of our variable debt instruments to change the reference rate from LIBOR to SOFR.

(b) The above debt table excludes the impact of any outstanding derivative contracts.

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(d) The interest rate for the GBP unsecured loan is subject to a credit adjustment spread ranging from 0.03 % to 0.28 %.

The referenced Sterling Overnight Index Average (“SONIA”) rate with the credit adjustment spread is subject to a 0 % floor.

(e) In March 2023, we entered into an amendment of a EUR floating rate loan to extend maturity through April 2024.

Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding $ 0.5 billion under a term loan facility of Costa Crociere S.p.A.

(“Costa”), a subsidiary of Carnival plc, $ 2.0 billion of senior priority notes (the “2028 Senior Priority Notes”) issued by Carnival Holdings (Bermuda) Limited (“Carnival Holdings”), a subsidiary of Carnival Corporation, and $ 0.2 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation.

All our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the following:

(d) In March 2023, we entered into an amendment of a EUR floating rate loan to extend maturity through April 2024.

(e) The interest rate for the unsecured floating rate export credit facility for the current interest period is referenced to LIBOR.

Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding the following:

• $ 0.5 billion under a term loan facility of Costa Crociere S.p.A.

(“Costa”), a subsidiary of Carnival plc

• $ 2.0 billion of senior priority notes (the “2028 Senior Priority Notes”) issued by Carnival Holdings (Bermuda) Limited (“Carnival Holdings”), a subsidiary of Carnival Corporation

• $ 0.2 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation

• $ 0.1 billion under an export credit facility of Sun Princess II Limited, a subsidiary of Carnival Corporation

In addition, Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”) will be the primary obligor under a $ 2.1 billion multi-currency revolving facility (“New Revolving Facility”) when the New Revolving Facility replaces our Revolving Facility upon its maturity in August 2024.

See “New Revolving Facility.”

All of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the following:

• Up to $ 250 million of the Costa term loan facility, which is guaranteed by certain subsidiaries of Carnival plc and Costa that do not guarantee our other outstanding debt

• Our 2028 Senior Priority Notes, issued by Carnival Holdings, which does not guarantee our other outstanding debt

• The export credit facility of Sun Princess Limited, which does not guarantee our other outstanding debt

As of May 31, 2023, the scheduled maturities of our debt are as follows:

• The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt

As of August 31, 2023, the scheduled maturities of our debt are as follows:

(in millions)

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4Q 2023 $ 462

2024 (a) 2,420

Thereafter 17,490

Total $ 32,093

(a) Subsequent to May 31, 2023, we pre-paid $ 300 million of 2024 debt maturities.

Short-Term Borrowings

As of May 31, 2023 we did not have short-term borrowings.

As of August 31, 2023, we did not have short-term borrowings.

As of November 30, 2022, our short-term borrowings consisted of $ 0.2 billion under our Revolving Facility.

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 $ 2.9 billion available for borrowing under our Revolving Facility as of May 31, 2023.

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 may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2024, subject to satisfaction of the conditions in the facility.

We had $ 2.9 billion available for borrowing under our Revolving Facility as of August 31, 2023.

The Revolving Facility bears interest at a rate of term SOFR, in relation to any loan in U.S.

dollars, EURIBOR, in relation to any loan in euros or daily compounding SONIA, in relation to any loan in sterling, plus a margin based on the long-term credit ratings of Carnival Corporation and also includes an

emissions linked margin adjustment whereby, after the initial applicable margin is set per the margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual carbon emissions goals.

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

New Revolving Facility

In February 2023, Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”) entered into a $ 2.1 billion multi-currency revolving facility (“New Revolving Facility”).

In February 2023, Carnival Holdings II entered into the New Revolving Facility.

The New Revolving Facility may be utilized beginning on August 6, 2024, and will replace our Revolving Facility upon its maturity in August 2024.

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In addition, we are required to pay certain fees on the aggregate unused commitments under the New Revolving Facility and the Revolving Facility.

In connection with the New Revolving Facility, Carnival Corporation, Carnival plc and its subsidiaries will contribute three unencumbered vessels (net book value of $ 3.0 billion as of May 31, 2023) to Carnival Holdings II (which must be completed no later than February 28, 2024).

In connection with the New Revolving Facility, Carnival Corporation, Carnival plc and its subsidiaries will contribute three unencumbered vessels (net book value of $ 3.0 billion as of August 31, 2023) to Carnival Holdings II (which must be completed no later than February 28, 2024).

Each of the vessels will continue to be operated under one of the Carnival Corporation & plc brands.

Carnival Holdings II does not guarantee our other outstanding debt.

Term Loan Refinancing

In August 2023, we issued $ 500 million aggregate principal amount of 7.0 % first-priority senior secured notes due on August 15, 2029 (the “2029 Senior Secured Notes”) and borrowed an aggregate principal amount of $ 1.3 billion under a new senior secured first lien term loan B facility, which bears interest at a rate per annum equal to SOFR (with a 0.75 % floor) plus 3.0 % and matures on August 8, 2027 (the “New Secured Term Loan Facility”).

We used the proceeds from these borrowings to prepay borrowings outstanding under our existing first-priority senior secured term loan facility maturing in 2025.

The 2029 Senior Secured Notes and borrowings under the New Secured Term Loan Facility are fully and unconditionally guaranteed, jointly and severally, on a first-priority senior secured basis by Carnival plc and certain of our subsidiaries that also guarantee our existing first- and second-priority secured indebtedness, certain of our unsecured notes and our convertible notes.

The 2029 Senior Secured Notes and borrowings under the New Secured Term Loan Facility are included within the total Secured Subsidiary Guaranteed balance in the debt table above.

Redemptions and Retirements

During the three months ended August 31, 2023, we redeemed the outstanding principal amount of $ 775 million of our 10.5 % second-priority senior secured notes due in 2026 and the outstanding principal amount of $ 465 million of our 10.1 % second-priority senior secured EUR notes due in 2026, and retired $ 30 million aggregate principal amount of our 9.9 % second-priority senior secured notes due in 2027.

Our second-priority senior secured notes are included within the total Secured Subsidiary Guaranteed balance in the debt table above.

In addition, we retired $ 240 million aggregate principal amount of our 5.8 % unsecured notes due in 2027, $ 88 million aggregate principal amount of our 7.6 % unsecured notes due in 2026 and $ 750 million of our unsecured loans maturing from 2024 through 2025.

Our unsecured notes and loans are included within the total Unsecured Subsidiary Guaranteed balance in the debt table above.

Export Credit Facility Borrowings

During the six months ended May 31, 2023, we borrowed $ 0.8 billion under an export credit facility due in semi-annual installments through 2035 and $ 0.2 billion under an export credit facility due in semi-annual installments starting in July 2024 through 2036.

During the nine months ended August 31, 2023, we borrowed $ 1.1 billion under export credit facilities due in semi-annual installments through 2037.

In addition, we paid down $ 1.0 billion of floating rate unsecured borrowings mostly with 2023 and 2024 maturities.

As of May 31, 2023, the net book value of the vessels subject to negative pledges was $ 15.4 billion.

As of August 31, 2023, the net book value of the vessels subject to negative pledges was $ 15.7 billion.

Collateral and Priority Pool

As of May 31, 2023, the net book value of our ships and ship improvements, excluding ships under construction, is $ 37.1 billion.

Our secured debt is secured on either a first or second-priority basis, depending on the instrument, by certain collateral, which includes vessels and certain assets related to those vessels and material intellectual property (combined net book value of approximately $ 23.3 billion, including $ 21.7 billion related to vessels and certain assets related to those vessels) as of May 31, 2023 and certain other assets.

As of May 31, 2023, $ 8.3 billion in net book value of our ships and ship improvements have been contributed to Carnival Holdings and included in the vessel priority pool of 12 unencumbered vessels (the “Senior Priority Notes Subject Vessels”) for our 2028 Senior Priority Notes.

As of May 31, 2023, there was no change in the identity of the Senior Priority Notes Subject Vessels.

As of August 31, 2023, the net book value of our ships and ship improvements, excluding ships under construction, is $ 37.3 billion.

Our secured debt is secured on either a first or second-priority basis, depending on the instrument, by certain collateral, which includes vessels and certain assets related to those vessels and material intellectual property (combined net book value of approximately $ 23.2 billion, including $ 21.6 billion related to vessels and certain assets related to those vessels) as of August 31, 2023 and certain other assets.

As of August 31, 2023, $ 8.2 billion in net book value of our ships and ship improvements relate to the priority pool vessels included in the priority pool of 12 unencumbered vessels (the “Senior Priority Notes Subject Vessels”) for our 2028 Senior Priority Notes.

As of August 31, 2023, there was no change in the identity of the Senior Priority Notes Subject Vessels.

Covenant Compliance

As of May 31, 2023, our Revolving Facility, New Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below:

Our Revolving Facility, New Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below:

• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) (the “Interest Coverage Covenant”) as follows:

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In addition, for our remaining unsecured loans that contain this covenant, we entered into letter agreements to waive compliance with the covenant through the May 31, 2024 testing date.

◦ For substantially all of our export credit facilities, from the end of each fiscal quarter from May 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from May 31, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards

◦ For our export credit facilities, from the end of each fiscal quarter from May 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from May 31, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards

• For certain of our unsecured loans and export credit facilities, maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $ 5.0 billion

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

• Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 72.5 % until the August 31, 2023 testing date, following which it will be tested at levels which decline ratably to 65 % from the May 31, 2024 testing date onwards

• Maintain minimum liquidity as follows:

◦ For our New Revolving Facility, minimum liquidity of $ 1.5 billion;

provided, that if any commitments maturing on June 30, 2025 under our existing first-lien term loan facility are outstanding on the March 31,

2025 testing date, our minimum liquidity on such testing date cannot be less than the greater of (i) the aggregate outstanding amount of such first-lien term loan facility commitments and (ii) $ 1.5 billion

provided, that if any commitments maturing on June 30, 2025 under our existing first-priority senior secured term loan facility are outstanding on the March 31, 2025 testing date, our minimum liquidity on such testing date cannot be less than the greater of (i) the aggregate outstanding amount of such first-lien term loan facility commitments and (ii) $ 1.5 billion

◦ For our other unsecured loans and export credit facilities that contain this covenant, $ 1.5 billion through November 30, 2026

1 unchanged sentence

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

At May 31, 2023 , we were in compliance with the applicable covenants under our debt agreements.

At August 31, 2023 , we were in compliance with the applicable covenants under our debt agreements.

Generally, if an event of default under any debt agreement occurs, then, pursuant to cross default and/or cross-acceleration clauses therein, substantially all of our outstanding debt and derivative contract payables could become due, and our debt and derivative contracts could be terminated.

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On December 30, 2022, the court entered judgment against Carnival in the amount of $ 110 million plus $ 4 million in fees and costs.

We have filed a notice of appeal.

We have filed a notice of appeal and on June 30, 2023, we filed our opening appellate brief.

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 raised certain monopolization claims under The Sherman Antitrust Act of 1890, unfair competition and tortious interference, and sought declaratory judgment that certain Carnival Corporation patents are unenforceable.

DeCurtis sought damages, including its fees and costs, and declarations that it is not infringing and/or that Carnival Corporation’s patents are unenforceable.

On April 10, 2020, Carnival Corporation filed an action against DeCurtis in the U.S.

District Court for the Southern District of Florida for breach of contract, trade secrets violations and patent infringement.

Carnival Corporation sought damages, including its fees and costs, as well as an order permanently enjoining DeCurtis from engaging in such activities.

These two cases were consolidated in the Southern District of Florida.

On February 8, 2023, the Court granted summary judgment in Carnival Corporation’s favor on DeCurtis’ antitrust, unfair competition, and tortious interference claims.

The trial began on February 27, 2023, with the patent issues narrowed to certain claims of one Carnival Corporation patent.

On March 10, 2023, the jury returned a verdict finding that DeCurtis had breached its contract with Carnival Corporation and infringed on the Carnival Corporation patent.

The jury awarded Carnival Corporation a total of $ 21 million in damages.

On April 30, 2023, DeCurtis filed for Chapter 11 in the United States Bankruptcy Court for the District of Delaware.

On April 30, 2023, DeCurtis filed for bankruptcy protection in the United States Bankruptcy Court for the District of Delaware.

Carnival Corporation is defending its interests in the bankruptcy matter.

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Substantially all of these individual actions have now been dismissed or settled for immaterial amounts.

As of May 31, 2023, 11 purported class actions have been brought by former guests in several U.S.

As of August 31, 2023, 11 purported class actions have been brought by former guests in several U.S.

federal courts, the Federal Court in Australia, and in Italy.

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

As of May 31, 2023, nine of these class actions have either been settled individually for immaterial amounts or had their class allegations dismissed by the courts and only the Australian and Italian matters remain.

As of August 31, 2023, nine of these class actions have either been settled individually for immaterial amounts or had their class allegations dismissed by the courts and only the Australian and Italian matters remain.

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

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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.

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

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

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

As of May 31, 2023 and November 30, 2022 , we had $ 2.2 billion and $ 1.7 billion in reserve funds related to our customer deposits provided to satisfy these requirements which are included within other assets.

Additionally, as of May 31, 2023 and November 30, 2022 , we had $ 237 million and $ 229 million in compensating deposits we are required to maintain and $ 30 million of cash collateral in escrow which is included within other assets.

Subsequent to May 31, 2023, we provided $ 380 million in restricted cash deposits which will be included within other assets.

We continue to expect to provide reserve funds and restricted cash deposits under these agreements.

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

During the third quarter, $ 912 million of previously provided reserve funds related to our customer deposits to satisfy these requirements were returned to us.

As of August 31, 2023 and November 30, 2022 , we had $ 1.3 billion and $ 1.7 billion in reserve funds.

Additionally, as of August 31, 2023 and November 30, 2022 , we had $ 242 million and $ 229 million in compensating deposits we are required to maintain and $ 30 million of cash collateral in escrow.

These balances are included within other assets.

In addition, during the third quarter we provided $ 413 million in restricted cash deposits which became unrestricted in August 2023.

Ship Commitments

As of May 31, 2023, we expect the timing of our new ship growth capital commitments to be as follows:

As of August 31, 2023, 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

May 31, 2023 November 30, 2022

August 31, 2023 November 30, 2022

Value Fair Value Carrying

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

May 31, 2023 November 30, 2022

August 31, 2023 November 30, 2022

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

Cash and cash equivalents $ 4,468 $ — $ — $ 4,029 $ — $ —

Restricted cash 38 — — 1,988 — —

Cash equivalents (a) $ 1,505 $ — $ — $ 2,589 $ — $ —

Restricted cash (b) 28 — — 1,988 — —

Derivative financial instruments — 27 — — 1 —

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Total $ — $ 26 $ — $ — $ — $ —

The restricted cash amount at May 31, 2023 includes $ 20 million, which is included in other assets.

(a) Consists of money market funds and cash investments with original maturities of less than 90 days.

(b) The restricted cash amount at August 31, 2023 includes $ 10 million, which is included in other assets.

Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis

Valuation of Goodwill and Trademarks

As of May 31, 2023 and November 30, 2022 , goodwill for our North America and Australia (“NAA”) segment was $ 579 million.

As of July 31, 2023, we performed our annual goodwill and trademark impairment reviews and determined there was no impairment for goodwill or trademarks.

As of August 31, 2023 and November 30, 2022 , goodwill for our North America and Australia (“NAA”) segment was $ 579 million.

(in millions) NAA

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Exchange movements — 12 12

May 31, 2023 $ 927 $ 231 $ 1,158

August 31, 2023 $ 927 $ 236 $ 1,163

Derivative Instruments and Hedging Activities

(in millions) Balance Sheet Location May 31, 2023 November 30, 2022

(in millions) Balance Sheet Location August 31, 2023 November 30, 2022

Derivative assets

Derivatives designated as hedging instruments

Cross currency swaps (a) Prepaid expenses and other $ — $ —

Interest rate swaps (b) Prepaid expenses and other 19 1

Interest rate swaps (a) Prepaid expenses and other $ 25 $ 1

Other assets — 1

Derivatives not designated as hedging instruments

Interest rate swaps (b) Prepaid expenses and other 1 —

Interest rate swaps (a) Prepaid expenses and other 1 —

Total derivative assets $ 27 $ 1

1 unchanged sentence

Derivatives designated as hedging instruments

Interest rate swaps (b) Other long-term liabilities 41 —

Cross currency swaps (b) Other long-term liabilities $ 9 $ —

Interest rate swaps (a) Other long-term liabilities 16 —

Total derivative liabilities $ 26 $ —

(a) At May 31, 2023, we had a cross currency swap totaling $ 653 million that is designated as a hedge of our net investment in foreign operations with euro-denominated functional currencies.

At May 31, 2023, this cross currency swap settles through 2024.

(b) We have interest rate swaps whereby we receive EURIBOR-based floating interest rate payments in exchange for making fixed interest rate payments.

These interest rate swap agreements effectively changed $ 69 million at May 31, 2023 and $ 89 million at November 30, 2022 of EURIBOR-based floating rate euro debt to fixed rate euro debt.

As of May 31, 2023, these EURIBOR-based interest rate swaps were not designated as cash flow hedges.

(a) We have interest rate swaps whereby we receive EURIBOR-based floating interest rate payments in exchange for making fixed interest rate payments.

These interest rate swap agreements effectively changed $ 70 million at August 31, 2023 and $ 89 million at November 30, 2022 of EURIBOR-based floating rate euro debt to fixed rate euro debt.

As of August 31, 2023, these EURIBOR-based interest rate swaps were not designated as cash flow hedges.

As of November 30, 2022, one of these swaps was designated as a cash flow hedge.

During the six months ended May 31, 2023 we entered into interest rate swap agreements which effectively changed $ 2.5 billion at May 31, 2023 of LIBOR-based floating rate

USD debt to fixed rate USD debt.

At May 31, 2023, these interest rate swaps settle through 2027 and are designated as cash flow hedges.

During the nine months ended August 31, 2023 we entered into interest rate swap agreements which effectively changed $ 2.5 billion at August 31, 2023 of variable rate debt to fixed rate debt.

At August 31, 2023, these interest rate swaps settle through 2027 and are designated as cash flow hedges.

(b) At August 31, 2023, we had a cross currency swap totaling $ 663 million that is designated as a hedge of our net investment in foreign operations with euro-denominated functional currencies.

At August 31, 2023, this cross currency swap settles through 2024.

Our derivative contracts include rights of offset with our counterparties.

We have elected to net certain of our derivative assets and liabilities within counterparties, when applicable.

(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 $ 21 $ — $ 21 $ — $ 21

Liabilities $ 41 $ — $ 41 $ — $ 41

November 30, 2022

(in millions) Gross Amounts Gross Amounts Offset in the Balance Sheet Total Net Amounts Presented in the Balance Sheet Gross Amounts not Offset in the Balance Sheet Net Amounts

Assets $ 1 $ — $ 1 $ — $ 1

Liabilities $ — $ — $ — $ — $ —

As of August 31, 2023 and November 30, 2022 , there was no netting for our derivative assets and liabilities.

The amounts that were not offset in the balance sheet were not material.

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

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

(in millions) 2023 2022 2023 2022

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$ 3 $ 2 $ 7 $ 5

The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three and six months ended May 31, 2023 and estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months are not material.

The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three and nine months ended August 31, 2023 and estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months are not material.

Financial Risks

2 unchanged sentences

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.

We manage fuel consumption through fleet optimization, improving our existing fleet’s energy efficiency, designing more energy-efficient itineraries and investing in new technologies, including alternative fuels .

Foreign Currency Exchange Rate Risks

12 unchanged sentences

We partially mitigate the currency exposure of our investments in foreign operations by designating a portion of our foreign currency debt and derivatives as hedges of these investments.

As of May 31, 2023, we have designated $ 432 million of our sterling-denominated debt as non-derivative hedges of our net investments in foreign operations and also had a cross currency swap with a notional amount of $ 653 million, which is designated as a hedge of our net investments in foreign operations.

For the three and six months ended May 31, 2023, we recognized $ 20 million and $ 9 million of losses on these net investment hedges in the cumulative translation adjustment section of other comprehensive income (loss).

As of August 31, 2023, we had a cross currency swap with a notional amount of $ 663 million, which is designated as a hedge of our net investments in foreign operations.

During 2023, we also had sterling-denominated debt designated as a non-derivative hedge of our net investment in foreign operations.

The $ 450 million principal balance of this sterling-denominated debt was repaid in July 2023.

For the three and nine months ended August 31, 2023, we recognized $ 29 million and $ 38 million of losses on these net investment hedges in the cumulative translation adjustment section of other comprehensive income (loss).

We also have euro-denominated debt which provides an economic offset for our operations with euro functional currency.

2 unchanged sentences

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

At May 31, 2023, our remaining newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands, which represent a total unhedged commitment of $ 3.5 billion for newbuilds scheduled to be delivered through 2025.

At August 31, 2023, our remaining newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands, which represent a total unhedged commitment of $ 3.2 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’ functional currency will be affected by foreign currency exchange rate fluctuations.

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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.

We have not experienced significant credit losses, including counterparty nonperformance on our trade receivables and contingent obligations.

Normally, we have not required collateral or other security to support normal credit sales and have not experienced significant credit losses.

NOTE 6 – Segment Information

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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) Europe cruise operations, (3) Cruise Support and (4) Tour and Other.

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

The operating segments within each of our NAA and Europe 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.

Beginning in the first quarter of 2023, we renamed the EA segment given that China has not reopened to international cruise travel.

As a result, we have significantly reduced operations in Asia and leveraged the mobility of our cruise ships and our brand portfolio to build alternate deployments.

In 2019, our most recent full year of guest cruise operations, China accounted for 7 % of our guests.

Three Months Ended May 31,

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

Three Months Ended August 31,

(in millions) Revenues Operating costs and

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NAA $ 4,566 $ 2,661 $ 420 $ 377 $ 1,107

Europe 1,465 1,101 222 169 ( 27 )

Europe (a) 2,060 1,124 199 168 569

Cruise Support 56 30 87 47 ( 109 )

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NAA $ 2,880 $ 2,280 $ 368 $ 358 $ ( 126 )

Europe 666 848 175 179 ( 536 )

Europe (a) 1,266 983 173 172 ( 62 )

Cruise Support 41 21 78 36 ( 94 )

1 unchanged sentence

$ 4,305 $ 3,379 $ 625 $ 581 $ ( 279 )

Six Months Ended May 31,

Nine Months Ended August 31,

(in millions) Revenues Operating costs and

4 unchanged sentences

NAA $ 11,000 $ 7,132 $ 1,295 $ 1,115 $ 1,458

Europe 2,759 2,179 436 338 ( 193 )

Europe (a) 4,819 3,303 634 506 376

Cruise Support 162 85 211 137 ( 271 )

2 unchanged sentences

NAA $ 5,672 $ 5,335 $ 1,078 $ 1,046 $ ( 1,787 )

Europe 1,123 1,546 352 359 ( 1,134 )

Europe (a) 2,389 2,529 524 531 ( 1,196 )

Cruise Support 114 76 154 104 ( 220 )

1 unchanged sentence

$ 8,329 $ 8,092 $ 1,774 $ 1,707 $ ( 3,244 )

(a) Beginning in the first quarter of 2023, we renamed the Europe and Asia segment to Europe segment.

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

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

(in millions) 2023 2022 2023 2022

6 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

(in millions, except per share data) 2023 2022 2023 2022

Net income (loss) for basic and diluted earnings per share $ ( 407 ) $ ( 1,834 ) $ ( 1,100 ) $ ( 3,726 )

Net income (loss) $ 1,074 $ ( 770 ) $ ( 26 ) $ ( 4,495 )

Interest expense on dilutive convertible notes 24 — — —

Net income (loss) for diluted earnings per share $ 1,098 $ ( 770 ) $ ( 26 ) $ ( 4,495 )

Weighted-average shares outstanding 1,263 1,185 1,262 1,154

Dilutive effect of equity plans — — — —

Dilutive effect of equity awards 6 — — —

Dilutive effect of convertible notes 127 — — —

Diluted weighted-average shares outstanding 1,396 1,185 1,262 1,154

3 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

(in millions) 2023 2022 2023 2022

3 unchanged sentences

NOTE 8 – Supplemental Cash Flow Information

(in millions) May 31, 2023 November 30, 2022

(in millions) August 31, 2023 November 30, 2022

Cash and cash equivalents (Consolidated Balance Sheets) $ 2,842 $ 4,029

5 unchanged sentences

We will continue to operate the NAA segment ship under a bareboat charter agreement through September 2024.

In addition, we entered into an agreement to sell one Europe segment ship which represents a passenger-capacity reduction of 1,270 berths.

NOTE 10 – Equity Method Investments

In July 2023, we entered into an agreement with our JV partner to exit our noncontrolling interest in Adora Cruises Limited (“Adora Cruises”), formerly CSSC Carnival Cruise Shipping Limited, a China-based cruise company.

The transaction was completed in September 2023.

During the third quarter, we recognized an impairment in our investment in Adora Cruises of $ 19 million, which is recorded within other income (expense).

NOTE 11 – Shareholders’ Equity

We have a program that allows us to realize a net cash benefit when Carnival Corporation common stock is trading at a premium to the price of Carnival plc ordinary shares (the “Stock Swap Program”).

During the three and six months ended May 31, 2023 under the Stock Swap Program, we sold 2.3 million shares of Carnival Corporation 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 and six months ended May 31, 2022 under the Stock Swap Program, we sold 3.9 million and 5.2 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares resulting in net proceeds of $ 6 million and $ 8 million, which were used for general corporate purposes.

In addition, during the three and six months ended May 31, 2023, we sold 0.5 million shares of Carnival Corporation common stock at an average price per share of $ 9.83 , resulting in net proceeds of $ 5 million .

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

During the three months ended August 31, 2023 and 2022, there were no sales or repurchases under the Stock Swap Program.

During the nine months ended August 31, 2023 and 2022, we sold 2.3 million and 5.2 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares under the Stock Swap Program, resulting in net proceeds of $ 2 million and $ 8 million, which were used for general corporate purposes.

In addition, during the three months ended August 31, 2023 and 2022, there were no sales of Carnival Corporation common stock.

During the nine months ended August 31, 2023 and 2022, we sold 0.5 million and 1.6 million shares of Carnival Corporation common stock at an average price per share of $ 9.83 and $ 19.27 , resulting in net proceeds of $ 5 million and $ 30 million .

Public Equity Offerings

During the three months ended August 31, 2022, we completed a public equity offering of 117.5 million shares of Carnival Corporation common stock at a price per share of $ 9.95 , resulting in net proceeds of $ 1.2 billion.

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