What changed in this filing

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Item 1. Financial Statements

2024-06-27 compared with 2024-03-27 · 170 added, 84 removed, 435 unchanged (37% of the section changed)

3 unchanged sentences

(in millions, except per share data)

Three Months Ended February 29/28,

Three Months Ended May 31, Six Months Ended

2024 2023 2024 2023

Passenger ticket $ 3,754 $ 3,141 $ 7,370 $ 6,011

Onboard and other 2,027 1,770 3,817 3,332

5,781 4,911 11,187 9,343

Operating Expenses

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Payroll and related 614 601 1,237 1,183

Fuel 525 489 1,030 1,024

Food 360 325 706 636

Other operating 938 875 1,800 1,619

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Depreciation and amortization 634 597 1,247 1,179

5,221 4,791 10,352 9,394

Operating Income (Loss) 560 120 836 ( 52 )

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

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CARNIVAL CORPORATION & PLC

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(in millions)

Three Months Ended February 29/28,

Three Months Ended May 31, Six Months Ended

2024 2023 2024 2023

Net Income (Loss) $ 92 $ ( 407 ) $ ( 123 ) $ ( 1,100 )

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Change in foreign currency translation adjustment 7 102 7 99

Other 11 ( 33 ) 12 ( 19 )

Other Comprehensive Income (Loss) 18 69 19 79

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

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CARNIVAL CORPORATION & PLC

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(in millions, except par values)

February 29, 2024 November 30, 2023

2024 November 30, 2023

Current Assets

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Additional paid-in capital 16,701 16,712

Retained earnings (accumulated deficit) ( 29 ) 185

Retained earnings 62 185

Accumulated other comprehensive income (loss) (“AOCI”) ( 1,919 ) ( 1,939 )

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

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CARNIVAL CORPORATION & PLC

1 unchanged sentence

(in millions)

Three Months Ended February 29/28,

Six Months Ended May 31,

OPERATING ACTIVITIES

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Noncash lease expense 67 72

Other 55 ( 9 )

Changes in operating assets and liabilities

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Proceeds from sales of ships — 255

Other ( 25 ) 8

Net cash provided by (used in) investing activities ( 3,384 ) ( 1,509 )

FINANCING ACTIVITIES

Repayments of short-term borrowings — ( 200 )

Principal repayments of long-term debt ( 4,072 ) ( 2,294 )

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Proceeds from issuance of long-term debt 3,048 1,016

Proceeds from issuance of common stock — 5

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

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

Other ( 1 ) 13

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

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CARNIVAL CORPORATION & PLC

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stock Total shareholders’ equity

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

Net income (loss) — — — 92 — — 92

Other comprehensive income (loss) — — — — 18 — 18

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

At May 31, 2024 $ 13 $ 361 $ 16,701 $ 62 $ ( 1,919 ) $ ( 8,404 ) $ 6,814

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

Net income (loss) — — — ( 407 ) — — ( 407 )

Other comprehensive income (loss) — — — — 69 — 69

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 — — ( 5 ) — — 5 —

Share-based compensation and other — — 24 — — ( 1 ) 23

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

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Six Months Ended

stock Ordinary

shares Additional

capital Retained

(accumulated deficit) AOCI Treasury

stock Total shareholders’ equity

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

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Share-based compensation and other — — 36 — — ( 2 ) 35

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

At May 31, 2024 $ 13 $ 361 $ 16,701 $ 62 $ ( 1,919 ) $ ( 8,404 ) $ 6,814

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

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Other comprehensive income (loss) — — — — 79 — 79

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 — — ( 41 ) — — 41 —

Share-based compensation and other — — 52 — — ( 2 ) 50

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

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

(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.

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CARNIVAL CORPORATION & PLC

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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 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.

The accompanying consolidated financial statements 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.

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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.

Securities and Exchange Commission (“SEC”) on January 26, 2024.

For 2023, we reclassified $ 11 million from restricted cash to prepaid expenses and other in the Consolidated Balance Sheets and $ 94 million from other financing activities to debt issuance costs in the Consolidated Statements of Cash Flows to conform to the current year presentation.

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

Regulatory Update

In December 2023, the FASB issued guidance, Improvements to Income Tax Disclosures .

This guidance requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction, as well as other amendments relating to income tax disclosures.

This guidance is required to be adopted by us in 2026.

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

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Regulatory Updates

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

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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.

As of May 31, 2024, the cost of allowances purchased was $ 49 million.

For the three and six months ended May 31, 2024, expense for ETS emissions were not material.

NOTE 2 – Revenue and Expense Recognition

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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 cost of prepaid air and other transportation costs at May 31, 2024 and November 30, 2023 were $ 282 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.

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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.

We had total customer deposits of $ 8.3 billion as of May 31, 2024 and $ 6.4 billion as of November 30, 2023, which includes approximately $ 60 million of unredeemed FCCs as of May 31, 2024, of which approximately $ 36 million are refundable.

At November 30, 2023, we had approximately $ 134 million of unredeemed FCCs, of which $ 111 million were refundable.

During the six months ended May 31, 2024 and 2023, we recognized revenues of $ 4.7 billion and $ 3.6 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.

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Although we generally require full payment from our customers prior to or concurrently with their cruise, we grant credit terms to a relatively small portion of our revenue source.

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

We have receivables from credit card merchants and travel agents for cruise

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ticket purchases and onboard revenue.

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.

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

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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 $ 328 million as of February 29, 2024 and $ 294 million as of November 30, 2023 .

We had incremental costs of obtaining contracts with customers recognized as assets of $ 434 million as of May 31, 2024 and $ 294 million as of November 30, 2023 .

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NOTE 3 – Debt

February 29, November 30,

May 31, November 30,

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

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Notes Aug 2029 7.0 % 500 500

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

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

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

Floating rate Aug 2027 - Oct 2028 SOFR + 2.8 % (d)

Total Secured Subsidiary Guaranteed 5,847 8,138

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Notes Mar 2026 7.6 % 1,351 1,351

EUR Notes Mar 2026 7.6 % 542 550

EUR Notes (c) Mar 2026 7.6 % — 550

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

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Notes May 2029 6.0 % 2,000 2,000

EUR Notes Jan 2030 5.8 % 540 —

Notes Jun 2030 10.5 % 1,000 1,000

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

EUR floating rate (e) Apr 2025 - Mar 2026 EURIBOR + 2.4 - 3.3 %

Export Credit Facilities

Floating rate Dec 2031 SOFR + 1.2 % (e)

Floating rate Dec 2031 SOFR + 1.2 % (f)

Fixed rate Aug 2027 - Dec 2032 2.4 - 3.4 %

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

EUR floating rate Mar 2025 - Nov 2034 EURIBOR + 0.2 - 0.8 %

EUR fixed rate Feb 2031 - Jul 2037 1.1 - 4.0 %

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Long-Term Debt $ 27,154 $ 28,483

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(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.

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

(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.

(d) As part of the repricing of our senior secured term loans, we amended the loans’ margin from 3.0 % – 3.4 % (inclusive of credit adjustment spread) to 2.8 %.

See “Repricing of senior secured term loans” below.

(e) The maturity of the principal amount of $ 216 million was extended from April 2024 to April 2025.

(f) Includes applicable credit adjustment spread.

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

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

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

As of May 31, 2024, the scheduled maturities of our debt are as follows:

(in millions)

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Remainder of 2024 $ 1,195

2025 (a) 2,350

Thereafter 10,472

Total $ 30,154

(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 had $ 3.0 billion available for borrowing under our Revolving Facility as of May 31, 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.

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 New Revolving Facility was extended from 2025 to 2027 and contains an accordion feature, which Carnival Holdings II partially exercised in 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.

Repricing of Senior Secured Term Loans

In April 2024, we entered into amendments with the lender syndicate to reprice $ 1.7 billion of our first-priority senior secured term loan facility maturing in 2028 and $ 1.0 billion of our senior secured term loan facility maturing in 2027, which are included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above.

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2030 Senior Unsecured Notes

In April 2024, we issued $ 535 million aggregate principal amount of 5.8 % senior unsecured notes due 2030.

We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 7.6 % senior unsecured notes due 2026.

Debt Prepayments

During the six months ended May 31, 2024, we made prepayments for the following debt instruments:

• Euro-denominated tranche of our first-priority senior secured term loan facility maturing in 2025

• First-priority senior secured term loan facilities maturing in 2027 and 2028

• 9.9 % second-priority secured notes due 2027

• 7.6 % senior unsecured notes due 2026

• 5.8 % senior unsecured notes due 2027

The aggregate amount of these prepayments was $ 3.2 billion.

Export Credit Facility Borrowings

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.

During the six months ended May 31, 2024, we borrowed $ 2.3 billion under export credit facilities due in semi-annual installments through 2036.

As of May 31, 2024, the net book value of the vessels subject to negative pledges was $ 18.8 billion.

Collateral and Priority Pool

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.

As of May 31, 2024, the net book value of our ships and ship improvements, excluding ships under construction, is $ 40.0 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 $ 22.8 billion, including $ 21.1 billion related to vessels and certain assets related to those vessels) as of May 31, 2024 and certain other assets.

As of May 31, 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 Subject Vessels”) for our New Revolving Facility.

As of May 31, 2024, there was no change in the identity of the Senior Priority Notes Subject Vessels or the New Revolving Facility Subject Vessels.

Covenant Compliance

As of March 26, 2024, our Revolving Facility, New Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below:

As of May 31, 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:

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• 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 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.

• Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 65 %.

• Maintain minimum liquidity of $ 1.5 billion.

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

At February 29, 2024 , we were in compliance with the applicable covenants under our debt agreements.

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At May 31, 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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NOTE 4 – Contingencies and Commitments

We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business, including those noted below.

Additionally, as a result of the impact of COVID-19, litigation claims, enforcement actions, regulatory actions and investigations, including, but not limited to, those arising from personal injury and loss of life, have been and may, in the future, be asserted against us.

We expect many of these claims and actions, or any settlement of these claims and actions, to be covered by insurance and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels.

We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business.

We have insurance coverage for certain of these claims and actions, or any settlement of these claims and actions, and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels.

We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated.

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We have filed an appeal.

Oral argument has been scheduled for May 17, 2024.

COVID-19 Actions

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

These actions include tort claims based on a variety of theories, including negligence and failure to warn.

The plaintiffs in these actions allege a variety of injuries:

some plaintiffs confined their claim to emotional distress, while others allege injuries arising from testing positive for COVID-19.

A smaller number of actions include wrongful death claims.

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

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.

Oral argument was held on May 17, 2024.

As of May 31, 2024, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed.

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.

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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.

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

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

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

Regulatory or Governmental Inquiries and Investigations

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

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Other Contingent Obligations

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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 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.

As of May 31, 2024 and November 30, 2023 , we had $ 25 million and $ 844 million in reserve funds.

Additionally, as of May 31, 2024 and November 30, 2023 , we had $ 51 million and $ 158 million in compensating deposits we are required to maintain.

These balances are included within other assets as of May 31, 2024.

Ship Commitments

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.

As of May 31, 2024, our new ship growth capital commitments were $ 0.1 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

February 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

Value Fair Value Carrying

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The fair values of our other debt were estimated based on current market interest rates being applied to this debt.

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

February 29, 2024 November 30, 2023

May 31, 2024 November 30, 2023

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

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Valuation of Goodwill and Trademarks

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

As of May 31, 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 )

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

May 31, 2024 $ 927 $ 236 $ 1,163

Derivative Instruments and Hedging Activities

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

(in millions) Balance Sheet Location May 31, 2024 November 30, 2023

Derivative assets

Derivatives designated as hedging instruments

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

Interest rate swaps (a) Prepaid expenses and other $ 19 $ —

Other assets 4 22

Derivatives not designated as hedging instruments

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(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;

These interest rate swap agreements effectively changed $ 22 million at May 31, 2024 and $ 46 million at November 30, 2023 of EURIBOR-based floating rate euro debt to fixed rate euro debt, and $ 2.0 billion at May 31, 2024 of SOFR-based variable rate debt to fixed rate debt.

As of May 31, 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.

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(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.

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Our derivative contracts include rights of offset with our counterparties.

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

As of May 31, 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

February 29/28,

May 31, Six Months Ended

(in millions) 2024 2023 2024 2023

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Cross currency swaps – net investment hedges - included component

$ — $ ( 5 ) $ — $ 9

Cross currency swaps – net investment hedges - excluded component

$ — $ — $ — $ ( 4 )

Interest rate swaps – cash flow hedges $ 20 $ ( 33 ) $ 33 $ ( 19 )

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Interest rate swaps – Interest expense, net of capitalized interest $ ( 8 ) $ ( 9 ) $ ( 20 ) $ ( 10 )

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

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

Cross currency swaps – Interest expense, net of capitalized interest

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.

$ — $ 3 $ 2 $ 4

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, 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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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.

In addition, we

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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

1 unchanged sentence

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 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.

At May 31, 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 $ 2.1 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.

18 unchanged sentences

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

Table of Content

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,

Three Months Ended May 31,

(in millions) Revenues Operating costs and

13 unchanged sentences

$ 4,911 $ 3,457 $ 736 $ 597 $ 120

Six Months Ended May 31,

(in millions) Revenues Operating costs and

expenses Selling

administrative Depreciation

amortization Operating

income (loss)

NAA $ 7,558 $ 4,982 $ 966 $ 813 $ 797

Europe 3,466 2,386 464 328 288

Cruise Support 122 75 162 94 ( 210 )

Tour and Other 41 59 10 12 ( 40 )

$ 11,187 $ 7,502 $ 1,603 $ 1,247 $ 836

NAA $ 6,434 $ 4,471 $ 875 $ 738 $ 351

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

Cruise Support 106 55 124 90 ( 162 )

Tour and Other 44 64 14 13 ( 47 )

$ 9,343 $ 6,768 $ 1,448 $ 1,179 $ ( 52 )

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

Three Months Ended

February 29/28,

May 31, Six Months Ended

(in millions) 2024 2023 2024 2023

4 unchanged sentences

$ 5,781 $ 4,911 $ 11,187 $ 9,343

Table of Content

NOTE 7 – Earnings Per Share

Three Months Ended

February 29/28,

May 31, Six Months Ended

(in millions, except per share data) 2024 2023 2024 2023

1 unchanged sentence

Weighted-average shares outstanding 1,267 1,263 1,265 1,261

Dilutive effect of equity awards 4 — — —

Diluted weighted-average shares outstanding 1,271 1,263 1,265 1,261

3 unchanged sentences

Three Months Ended

February 29/28,

May 31, Six Months Ended

(in millions) 2024 2023 2024 2023

3 unchanged sentences

NOTE 8 – Supplemental Cash Flow Information

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

(in millions) May 31, 2024 November 30, 2023

Cash and cash equivalents (Consolidated Balance Sheets) $ 1,646 $ 2,415

Restricted cash (included in prepaid expenses and other and other assets) 23 21

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

Total cash, cash equivalents and restricted cash (Consolidated Statements

of Cash Flows) $ 1,669 $ 2,436

NOTE 9 – Subsequent Events

In June 2024, we announced that we will fold the operations of P&O Cruises Australia into Carnival Cruise Line in March 2025.

We do not anticipate this realignment to have a material impact on our consolidated financial statements.

Table of Content

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