What changed in this filing

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Item 1. Financial Statements

2024-03-27 compared with 2023-09-29 · 127 added, 284 removed, 392 unchanged (51% of the section changed)

3 unchanged sentences

(in millions, except per share data)

Three Months Ended

August 31, Nine Months Ended

2023 2022 2023 2022

Three Months Ended February 29/28,

Passenger ticket $ 3,617 $ 2,870

Onboard and other 1,790 1,563

6,854 4,305 16,197 8,329

Operating Expenses

2 unchanged sentences

Payroll and related 623 582

Fuel 468 668 1,492 1,577

Food 364 259 1,000 586

Ship and other impairments — — — 8

Other operating 862 743

2 unchanged sentences

Depreciation and amortization 613 582

5,230 4,585 14,624 11,573

Operating Income (Loss) 276 ( 172 )

15 unchanged sentences

(in millions)

Three Months Ended

August 31, Nine Months Ended

2023 2022 2023 2022

Three Months Ended February 29/28,

Net Income (Loss) $ ( 214 ) $ ( 693 )

1 unchanged sentence

Change in foreign currency translation adjustment — ( 3 )

Other 24 1 4 6

Other Comprehensive Income (Loss) 1 11

4 unchanged sentences

(in millions, except par values)

August 31, 2023 November 30, 2022

February 29, 2024 November 30, 2023

Current Assets

Cash and cash equivalents $ 2,242 $ 2,415

Restricted cash 18 1,988

Trade and other receivables, net 644 556

10 unchanged sentences

Current Liabilities

Short-term borrowings $ — $ 200

Current portion of long-term debt $ 2,195 $ 2,089

11 unchanged sentences

1,960 shares authorized;

1,250 shares at 2023 and 1,244 shares at 2022 issued

1,253 shares issued at 2024 and 1,250 shares issued at 2023

Carnival plc ordinary shares, $ 1.66 par value;

217 shares at 2023 and 2022 issued

217 shares issued at 2024 and 2023

Additional paid-in capital 16,679 16,712

Retained earnings 233 269

Retained earnings (accumulated deficit) ( 29 ) 185

Accumulated other comprehensive income (loss) (“AOCI”) ( 1,938 ) ( 1,939 )

Treasury stock, 130 shares at 2023 and 2022 of Carnival Corporation and 73 shares at 2023 and 72 shares at 2022 of Carnival plc, at cost

Treasury stock, 130 shares at 2024 and 2023 of Carnival Corporation and 73 shares at 2024 and 2023 of Carnival plc, at cost

( 8,404 ) ( 8,449 )

5 unchanged sentences

(in millions)

Nine Months Ended

Three Months Ended February 29/28,

OPERATING ACTIVITIES

2 unchanged sentences

Depreciation and amortization 613 582

Impairments 19 8

(Gain) loss on debt extinguishment 33 —

3 unchanged sentences

Noncash lease expense 34 35

Gain on sales of ships ( 54 ) ( 6 )

2,145 ( 2,438 )

Changes in operating assets and liabilities

9 unchanged sentences

Proceeds from sales of ships — 23

Purchase of short-term investments — ( 315 )

Proceeds from maturity of short-term investments — 515

Other ( 25 ) 8

Net cash provided by (used in) investing activities ( 2,163 ) ( 1,044 )

FINANCING ACTIVITIES

Repayments of short-term borrowings ( 200 ) ( 114 )

Principal repayments of long-term debt ( 1,390 ) ( 679 )

2 unchanged sentences

Proceeds from issuance of long-term debt 1,735 830

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 )

Other — ( 1 )

Net cash provided by (used in) financing activities 237 111

13 unchanged sentences

stock Total shareholders’ equity

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

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

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

Other comprehensive income (loss) — — — — ( 282 ) — ( 282 )

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

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

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

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

Nine Months Ended

stock Ordinary

shares Additional

capital Retained

earnings AOCI Treasury

stock Total shareholders’ equity

At November 30, 2023 $ 12 $ 361 $ 16,712 $ 185 $ ( 1,939 ) $ ( 8,449 ) $ 6,882

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

Net income (loss) — — — ( 214 ) — — ( 214 )

Other comprehensive income (loss) — — — — 1 — 1

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

Issuance of treasury shares for vested share-based awards — — ( 47 ) — — 47 —

Share-based compensation and other — — 14 — — ( 2 ) 13

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

At February 29, 2024 $ 13 $ 361 $ 16,679 $ ( 29 ) $ ( 1,938 ) $ ( 8,404 ) $ 6,682

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) — — — ( 693 ) — — ( 693 )

Other comprehensive income (loss) — — — — 11 — 11

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

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

Issuance of treasury shares for vested share-based awards — — ( 36 ) — — 36 —

Share-based compensation and other — — 28 — — ( 1 ) 27

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.

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

(a) We adopted the provisions of Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity’s Own Equity on December 1, 2022.

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

CARNIVAL CORPORATION & PLC

3 unchanged sentences

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.”

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 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.

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 29/28, 2024 and 2023, and the Consolidated Balance Sheet at February 29, 2024 are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such Securities and Exchange Commission rules and regulations.

The preparation of our interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported and disclosed.

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.

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year.

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 2023 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S.

Securities and Exchange Commission on January 26, 2024.

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year.

Use of Estimates and Risks and Uncertainty

The preparation of our interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.

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

The full extent to which the effects of 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.

For 2023, we reclassified $ 11 million from restricted cash to prepaid expenses and other in the Consolidated Balance Sheets and $ 40 million from other financing activities to debt issuance costs in the Consolidated Statements of Cash Flows to conform to the current year presentation.

Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance, Reference Rate Reform:

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.

In December 2022, the FASB deferred the date through which this guidance can be applied from December 31, 2022 to December 31, 2024.

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.

The FASB issued guidance, Debt - Debt with Conversion and Other Option s and Derivative and Hedging - Contracts in Entity’s Own Equity , which simplifies the accounting for convertible instruments.

This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases.

Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity.

The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and

include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards.

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.

Accordingly, upon adoption we recorded a $ 239 million increase to debt, primarily as a result of the reversal of the remaining non-cash convertible debt discount, as well as a reduction of $ 229 million to additional paid in capital.

The cumulative effect of the adoption of this guidance resulted in a $ 10 million decrease to retained earnings.

In September 2022, the FASB issued guidance, Liabilities-Supplier Finance Programs - Disclosure of Supplier Finance Program Obligations .

In September 2022, the Financial Accounting Standards Board (“FASB”) issued guidance, Liabilities-Supplier Finance Programs - Disclosure of Supplier Finance Program Obligations .

This guidance requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

This guidance is expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows.

This guidance is required to be adopted by us in the first quarter of 2024, except for the amendment on roll forward information which is required to be adopted by us for the financial year commencing on December 1, 2024.

We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements.

On December 1, 2023, we adopted this guidance using the retrospective method for each period presented.

The adoption of this guidance had no impact on our consolidated financial statements and disclosures.

In November 2023, the FASB issued guidance, Improvements to Reportable Segment Disclosures .

This guidance requires annual and interim disclosure of significant segment expenses that are provided to the chief operating decision maker (“CODM”) as well as interim disclosures for all reportable segments’ profit or loss and assets.

This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

This guidance is required to be adopted by us in 2025.

We are currently evaluating the impact this guidance will have on our consolidated financial statements and disclosures.

Regulatory Update

We became subject to the EU Emissions Trading Scheme (“ETS”) on January 1, 2024, which includes a three-year phase-in period.

The ETS regulates emissions through a “cap and trade” principle, where a cap is set on the total amount of certain emissions that can be emitted and requires us to procure emission allowances for certain emissions inside EU waters (as defined in the ETS).

We record emission allowances at cost within prepaid expenses and other or other assets, based on the timing of when they are required to be surrendered.

We record expense for emissions inside EU waters within fuel expense in the period incurred.

As of February 29, 2024, the cost of allowances purchased and the related expenses were not material.

NOTE 2 – Revenue and Expense Recognition

4 unchanged sentences

Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of cancellation.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related costs of purchasing these services are included in transportation costs.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related costs of these services are included in prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in transportation costs at the time of revenue recognition.

The cost of prepaid air and other transportation costs at February 29, 2024 and November 30, 2023 were $ 273 million and $ 253 million.

The proceeds that we collect from the sales of third-party shore excursions are included in onboard and other revenues and the related costs are included in onboard and other costs.

2 unchanged sentences

Passenger ticket revenues include fees, taxes and charges collected by us from our guests.

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

For the three and 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.

The fees, taxes and charges that vary with guest head counts are expensed in commissions, transportation and other costs when the corresponding revenues are recognized.

The remaining portion of fees, taxes and charges are generally 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.

4 unchanged sentences

In certain situations, we have provided flexibility to guests by allowing guests to rebook at a future date, receive future cruise credits (“FCCs”) or elect to receive refunds in cash.

We have at times issued enhanced FCCs.

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

We 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 $ 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 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.

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

We had total customer deposits of $ 7.0 billion as of February 29, 2024 and $ 6.4 billion as of November 30, 2023, which includes approximately $ 110 million of unredeemed FCCs as of February 29, 2024, of which approximately $ 88 million are refundable.

At February 28, 2023, we had approximately $ 174 million of unredeemed FCCs, of which $ 124 million were refundable.

During the three months ended February 29/28, 2024 and 2023, we recognized revenues of $ 3.5 billion and $ 2.8 billion related to our customer deposits as of November 30, 2023 and 2022.

Our customer deposits balance changes due to the seasonal nature of cash collections, which typically results from higher ticket prices and occupancy levels during the third quarter, the recognition of revenue, refunds of customer deposits and foreign currency changes.

Trade and Other Receivables

3 unchanged sentences

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

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

These reserve funds are included in other assets.

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

Contract Costs

1 unchanged sentence

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 $ 272 million as of August 31, 2023 and $ 218 million as of November 30, 2022 .

We had incremental costs of obtaining contracts with customers recognized as assets of $ 328 million as of February 29, 2024 and $ 294 million as of November 30, 2023 .

NOTE 3 – Debt

August 31, November 30,

February 29, November 30,

(in millions) Maturity Rate (a) (b) 2024 2023

Secured Subsidiary Guaranteed

Notes Feb 2026 10.5 % $ — $ 775

EUR Notes Feb 2026 10.1 % — 439

Notes Jun 2027 7.9 % $ 192 $ 192

Notes Aug 2027 9.9 % 870 900

Notes (c) Aug 2027 9.9 % — 623

Notes Aug 2028 4.0 % 2,406 2,406

Notes Aug 2029 7.0 % 500 500

EUR floating rate Jun 2025 EURIBOR + 3.8 %

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

EUR floating rate (d) Jun 2025 EURIBOR + 3.8 %

Floating rate Aug 2027 - Oct 2028 SOFR + 3.0 - 3.4 % (e)

Total Secured Subsidiary Guaranteed 7,493 8,138

2 unchanged sentences

Unsecured Subsidiary Guaranteed

Facility (c) (c) — 200

Convertible Notes Apr 2023 5.8 % — 96

Convertible Notes Oct 2024 5.8 % 426 426

1 unchanged sentence

EUR Notes Mar 2026 7.6 % 542 550

Notes Mar 2027 5.8 % 3,260 3,500

Notes (c) Mar 2027 5.8 % 2,725 3,100

Convertible Notes Dec 2027 5.8 % 1,131 1,131

1 unchanged sentence

Notes Jun 2030 10.5 % 1,000 1,000

Floating rate Jul 2024 - Sep 2024 LIBOR + 3.8 %

GBP floating rate Feb 2025 SONIA + 0.9 %

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

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

Export Credit Facilities

5 unchanged sentences

Unsecured Notes (No Subsidiary Guarantee)

Notes Oct 2023 7.2 % 125 125

Notes Jan 2028 6.7 % 200 200

4 unchanged sentences

Total Debt, net of unamortized debt issuance costs and discounts 30,739 30,572

short-term borrowings — ( 200 )

current portion of long-term debt ( 2,195 ) ( 2,089 )

1 unchanged sentence

(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.

The interest rates on some of our debt fluctuate based on the applicable rating of senior unsecured long-term securities of Carnival Corporation or Carnival plc.

(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.

(d) Subsequent to February 29, 2024, we prepaid $ 837 million of principal payments for our Euro floating rate loan originally scheduled to mature in 2025.

(e) Includes applicable credit adjustment spread.

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

• $ 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

• $ 0.4 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

• $ 0.9 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation

1 unchanged sentence

In addition, Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”) will be the primary obligor under a $ 2.5 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.”

See “Revolving Facilities.”

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

2 unchanged sentences

• 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:

As of February 29, 2024, the scheduled maturities of our debt are as follows:

(in millions)

Year Principal Payments

4Q 2023 $ 462

Remainder of 2024 $ 1,719

2025 (a) 2,350

Thereafter 9,588

Total $ 31,552

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.

(a) Subsequent to February 29, 2024, we prepaid $ 837 million of our euro floating rate loan originally scheduled to mature in 2025.

Revolving Facilities

We had $ 3.0 billion available for borrowing under our Revolving Facility as of February 29, 2024.

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 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.

The termination date of the New Revolving Facility is August 6, 2025, subject to two, mutual one-year extension options.

The new facility also contains an accordion feature, allowing for additional commitments, up to an aggregate of $ 2.9 billion, which are the aggregate commitments under our Revolving Facility.

Borrowings under the New Revolving Facility will bear 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.

The New 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.

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 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.

Carnival Holdings II has a $ 2.5 billion New Revolving Facility which may be utilized from August 2024 through August 2027, replacing our Revolving Facility upon its maturity in August 2024.

The New Revolving Facility was extended from 2025 to 2027 and contains an accordion feature, which Carnival Holdings II partially exercised in February 2024 to increase commitments from $ 2.1 billion to $ 2.5 billion.

The accordion feature allows for further additional commitments not to exceed the aggregate commitments under our Revolving Facility.

Extinguishments

During the three months ended February 29, 2024, we extinguished an aggregate principal amount of $ 998 million of our 5.8 % senior notes and 9.9 % second-priority secured notes due 2027.

Export Credit Facility Borrowings

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

During the three months ended February 29, 2024, we borrowed $ 1.7 billion under export credit facilities due in semi-annual installments through 2036.

As of February 29, 2024, the net book value of the vessels subject to negative pledges was $ 18.1 billion.

Collateral and Priority Pool

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.

As of February 29, 2024, the net book value of our ships and ship improvements, excluding ships under construction, is $ 39.3 billion.

Our secured debt is secured on a first-priority basis by certain collateral, which includes vessels and certain assets related to those vessels and material intellectual property (combined net book value of approximately $ 23.0 billion, including $ 21.3 billion related to vessels and certain assets related to those vessels) as of February 29, 2024 and certain other assets.

As of February 29, 2024, $ 8.1 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 and $ 2.9 billion in net book value of our ship and ship improvements relate to the priority pool vessels included in the priority pool of three unencumbered vessels (the “New Revolving Facility Vessels”) for our New Revolving Facility.

As of February 29, 2024, there was no change in the identity of the Senior Priority Notes Subject Vessels or the New Revolving Facility Vessels.

Covenant Compliance

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

As of March 26, 2024, 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:

◦ For certain of our unsecured loans and our New Revolving Facility, from the end of each fiscal quarter from August 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from August 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 and as applicable through their respective maturity dates.

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 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 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-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

• Adhere to certain restrictive covenants through August 2025

• Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 67.5 % for the February 29, 2024 testing date, following which it will be tested at 65 % from the May 31, 2024 testing date onwards.

• Maintain minimum liquidity of $ 1.5 billion.

• Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating if the Company reaches an investment grade credit rating in accordance with the agreement governing the New Revolving Facility).

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

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

At February 29, 2024 , 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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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.

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.

On August 31, 2022, the court determined that the trebling provision of the Helms-Burton statute applies to damages and interest and accordingly, we adjusted our estimated liability for this matter.

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 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.

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.

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

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 bankruptcy protection in the United States Bankruptcy Court for the District of Delaware.

Carnival Corporation is defending its interests in the bankruptcy matter.

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

We have filed an appeal.

Oral argument has been scheduled for May 17, 2024.

COVID-19 Actions

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

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 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.

As of February 29, 2024, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending.

These actions include 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 our ships.

On October 24, 2023, the court in the Australian matter held that we were liable for negligence and for breach of consumer protection warranties as it relates to the lead plaintiff.

The court ruled that the lead plaintiff was not entitled to any pain and suffering or emotional distress damages on the negligence claim and awarded medical costs.

In relation to the consumer protection warranties claim, the court found that distress and disappointment damages amounted to no more than the refund already provided to guests and therefore made no further award.

Further proceedings will determine the applicability of this ruling to the remaining class participants.

Additionally, on December 6, 2023, the High Court of Australia ruled on appeal that United States and United Kingdom passengers were properly included in the class, regardless of the ticket contract terms applicable to those passengers.

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

The penalties and settlements paid in connection with cyber incidents over the last three years were not material.

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

The penalties and settlements paid in connection with cyber incidents over recent years were not material.

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

On March 14, 2022, the U.S.

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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.

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

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.

As of February 29, 2024 and November 30, 2023 , we had $ 25 million and $ 844 million in reserve funds.

Additionally, as of February 29, 2024 and November 30, 2023 , we had $ 158 million in compensating deposits we are required to maintain.

These balances are included within other assets as of February 29, 2024.

Ship Commitments

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

(in millions)

Remainder of 2023 $ 267

As of February 29, 2024, and including commitments entered into subsequent to February 29, 2024 (contingent on financing which is expected to be completed in 2024), our new ship growth capital commitments were $ 0.8 billion for the remainder of 2024 and $ 0.9 billion, $ 0.3 billion, $ 1.2 billion and $ 1.0 billion for the years ending November 30, 2025, 2026, 2027 and 2028.

NOTE 5 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks

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

August 31, 2023 November 30, 2022

February 29, 2024 November 30, 2023

Value Fair Value Carrying

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

August 31, 2023 November 30, 2022

February 29, 2024 November 30, 2023

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

Cash equivalents (a) $ 983 $ — $ — $ 1,021 $ — $ —

Restricted cash (b) 28 — — 1,988 — —

Derivative financial instruments — 22 — — 22 —

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(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 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.

As of February 29, 2024 and November 30, 2023 , goodwill for our North America and Australia (“NAA”) segment was $ 579 million.

(in millions) NAA

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Exchange movements — ( 1 ) ( 1 )

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

February 29, 2024 $ 927 $ 236 $ 1,163

Derivative Instruments and Hedging Activities

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

(in millions) Balance Sheet Location February 29, 2024 November 30, 2023

Derivative assets

Derivatives designated as hedging instruments

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

Other assets — 1

Interest rate swaps (a) Other assets $ 21 $ 22

Derivatives not designated as hedging instruments

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Total derivative liabilities $ 10 $ 28

(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 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.

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

These interest rate swap agreements effectively changed $ 46 million at February 29, 2024 and November 30, 2023 of EURIBOR-based floating rate euro debt to fixed rate euro debt, and $ 2.5 billion at February 29, 2024 of SOFR-based variable rate debt to fixed rate debt.

As of February 29, 2024 and November 30, 2023 , the EURIBOR-based interest rate swaps settle through 2025 and were not designated as cash flow hedges;

the SOFR-based interest rate swaps settle through 2027 and were designated as cash flow hedges.

(b) At November 30, 2023 , we had a cross currency swap with a notional amount of $ 670 million that was designated as a hedge of our net investment in foreign operations with euro-denominated functional currencies.

This cross currency swap was terminated in January 2024.

Our derivative contracts include rights of offset with our counterparties.

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

As of February 29, 2024 and November 30, 2023 , there was no netting for our derivative assets and liabilities.

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

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Three Months Ended

August 31, Nine Months Ended

February 29/28,

(in millions) 2024 2023

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Cross currency swaps – net investment hedges - included component

$ ( 10 ) $ 40 $ ( 1 ) $ 72

Cross currency swaps – net investment hedges - excluded component

$ 1 $ ( 7 ) $ ( 3 ) $ ( 26 )

Interest rate swaps – cash flow hedges $ 13 $ 14

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Interest rate swaps – Interest expense, net of capitalized interest $ ( 11 ) $ ( 1 )

Foreign currency zero cost collars – Depreciation and amortization $ — $ 1 $ 1 $ 2

Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges)

Cross currency swaps – Interest expense, net of capitalized interest

$ 3 $ 2 $ 7 $ 5

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.

The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three months ended February 29, 2024 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

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

We manage fuel consumption through fleet optimization, energy efficiency, itinerary efficiency and new technologies and alternative fuels.

Foreign Currency Exchange Rate Risks

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We consider our investments in foreign operations to be denominated in stable currencies and of a long-term nature.

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

As of August 31, 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.

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

In addition, we have in the past and may in the future utilize derivative financial instruments, such as cross currency swaps, to manage our exposure to investment currency risks.

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.

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.

At February 29, 2024, 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 $ 2.8 billion for newbuilds scheduled to be delivered through 2027.

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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NOTE 6 – Segment Information

Our operating segments are reported on the same basis as the internally reported information that is provided to our chief operating decision maker (“CODM”), who is the President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation and Carnival plc.

The CODM assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments.

The chief operating decision maker, who is the President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation and Carnival plc assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments.

The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other characteristics, including geographic guest sourcing.

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.

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

expenses Selling

administrative Depreciation

amortization Operating

income (loss)

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

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

Cruise Support 56 30 87 47 ( 109 )

Tour and Other 172 105 7 3 56

$ 6,854 $ 3,921 $ 713 $ 596 $ 1,624

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

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

Cruise Support 41 21 78 36 ( 94 )

Tour and Other 118 94 6 15 3

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

Nine Months Ended August 31,

Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of our cruise brands.

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

Three Months Ended February 29/28,

(in millions) Revenues Operating costs and

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NAA $ 3,574 $ 2,402 $ 502 $ 398 $ 272

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

Europe 1,769 1,251 234 164 119

Cruise Support 59 36 73 45 ( 95 )

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NAA $ 3,078 $ 2,189 $ 440 $ 363 $ 86

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

Europe 1,294 1,078 213 169 ( 166 )

Cruise Support 51 25 53 42 ( 69 )

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$ 4,432 $ 3,311 $ 712 $ 582 $ ( 172 )

(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

August 31, Nine Months Ended

February 29/28,

(in millions) 2024 2023

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Three Months Ended

August 31, Nine Months Ended

February 29/28,

(in millions, except per share data) 2024 2023

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 )

Net income (loss) for basic and diluted earnings per share $ ( 214 ) $ ( 693 )

Weighted-average shares outstanding 1,264 1,260

Dilutive effect of equity awards 6 — — —

Dilutive effect of convertible notes 127 — — —

Diluted weighted-average shares outstanding 1,264 1,260

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Three Months Ended

August 31, Nine Months Ended

February 29/28,

(in millions) 2024 2023

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NOTE 8 – Supplemental Cash Flow Information

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

(in millions) February 29, 2024 November 30, 2023

Cash and cash equivalents (Consolidated Balance Sheets) $ 2,242 $ 2,415

Restricted cash (Consolidated Balance Sheets) 18 1,988

Restricted cash (included in other assets) 10 20

Restricted cash (included in prepaid expenses and other and other assets) 32 21

Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) $ 2,274 $ 2,436

NOTE 9 – Property and Equipment

During 2023, we completed the sale of two Europe segment ships and one NAA segment ship, which represents a passenger-capacity reduction of 3,970 berths for our Europe segment and 460 berths for our NAA segment.

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 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