What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-09-30 compared with 2024-06-27 · 109 added, 95 removed, 510 unchanged (29% of the section changed)

3 unchanged sentences

(in millions, except per share data)

Three Months Ended May 31, Six Months Ended

Three Months Ended August 31, Nine Months Ended

2024 2023 2024 2023

13 unchanged sentences

5,718 5,230 16,070 14,624

Operating Income (Loss) 560 120 836 ( 52 )

Operating Income 2,178 1,624 3,013 1,572

Nonoperating Income (Expense)

15 unchanged sentences

(in millions)

Three Months Ended May 31, Six Months Ended

Three Months Ended August 31, Nine Months Ended

2024 2023 2024 2023

53 unchanged sentences

(in millions)

Six Months Ended May 31,

Nine Months Ended August 31,

OPERATING ACTIVITIES

2 unchanged sentences

Depreciation and amortization 1,898 1,774

Impairments 2 19

(Gain) loss on debt extinguishment 75 99

3 unchanged sentences

Noncash lease expense 105 109

Other 55 ( 9 )

Gain on sales of ships ( 8 ) ( 54 )

Changes in operating assets and liabilities

19 unchanged sentences

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

Other ( 1 ) 13

Net cash provided by (used in) financing activities ( 1,953 ) ( 4,229 )

14 unchanged sentences

stock Total shareholders’ equity

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

Net income (loss) — — — 1,735 — — 1,735

1 unchanged sentence

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

At August 31, 2024 $ 13 $ 361 $ 16,723 $ 1,798 $ ( 1,894 ) $ ( 8,404 ) $ 8,597

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

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

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

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

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 — — 15 — — — 15

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

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

Table of Content

Six Months Ended

Nine Months Ended

stock Ordinary

1 unchanged sentence

capital Retained

(accumulated deficit) AOCI Treasury

earnings AOCI Treasury

stock Total shareholders’ equity

4 unchanged sentences

Share-based compensation and other — — 59 — — ( 2 ) 57

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

At August 31, 2024 $ 13 $ 361 $ 16,723 $ 1,798 $ ( 1,894 ) $ ( 8,404 ) $ 8,597

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

7 unchanged sentences

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

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

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

(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.

14 unchanged sentences

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.

For 2023, we reclassified $ 11 million from restricted cash to prepaid expenses and other in the Consolidated Balance Sheets to conform to the current year presentation.

Accounting Pronouncements

3 unchanged sentences

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 .

In November 2023, the FASB issued guidance, Segment Reporting - 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.

2 unchanged sentences

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

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

In December 2023, the FASB issued guidance, Income Taxes - 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.

7 unchanged sentences

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

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.

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

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

Brand Realignment

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

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

NOTE 2 – Revenue and Expense Recognition

5 unchanged sentences

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 May 31, 2024 and November 30, 2023 were $ 282 million and $ 253 million.

The cost of prepaid air and other transportation costs at August 31, 2024 and November 30, 2023 were $ 235 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.

11 unchanged sentences

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 $ 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.

We had total customer deposits of $ 6.8 billion as of August 31, 2024 and $ 6.4 billion as of November 30, 2023, which includes approximately $ 61 million of unredeemed FCCs as of August 31, 2024, of which approximately $ 35 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.

During the nine months ended August 31, 2024 and 2023, we recognized revenues of $ 5.1 billion and $ 3.9 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.

Table of Content

Trade and Other Receivables

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

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

Table of Content

ticket purchases and onboard revenue.

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

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

2 unchanged sentences

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 $ 434 million as of May 31, 2024 and $ 294 million as of November 30, 2023 .

We had incremental costs of obtaining contracts with customers recognized as assets of $ 326 million as of August 31, 2024 and $ 294 million as of November 30, 2023 .

Table of Content

NOTE 3 – Debt

May 31, November 30,

August 31, November 30,

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

18 unchanged sentences

Notes Jun 2030 10.5 % 1,000 1,000

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

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

Export Credit Facilities

Floating rate Dec 2031 SOFR + 1.2 % (f)

Floating rate Dec 2031 SOFR + 1.2 % (g)

Fixed rate Aug 2027 - Dec 2032 2.4 - 3.4 %

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

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

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

Total Unsecured Subsidiary Guaranteed 21,203 20,312

15 unchanged sentences

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

(f) Includes applicable credit adjustment spread.

(f) Subsequent to August 31, 2024 , we prepaid $ 323 million of the outstanding principal amount of our euro floating rate loan originally scheduled to mature in 2026.

(g) Includes applicable credit adjustment spread.

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

• $ 3.0 billion under an undrawn $ 1.9 billion, € 0.9 billion and £ 0.1 billion multi-currency revolving facility (“Revolving Facility”) of Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”), a subsidiary of Carnival Corporation

• $ 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

3 unchanged sentences

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

In addition, Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”) will be the primary obligor under a $ 2.5 billion multi-currency revolving facility (“New Revolving Facility”) when the New Revolving Facility replaces our Revolving Facility upon its maturity in August 2024.

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

• The Revolving Facility of Carnival Holdings II, which does not guarantee our other outstanding debt

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

(in millions)

Year Principal Payments

Remainder of 2024 $ 1,195

Remainder of 2024 (a) $ 737

2025 (a) 1,777

2026 (a) 2,815

Thereafter 10,622

Total $ 29,644

Revolving Facilities

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 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.

(a) Subsequent to August 31, 2024, we prepaid the outstanding principal amount of our euro floating rate loan with $ 46 million of principal payments originally scheduled in 2024, $ 185 million in 2025 and $ 92 million in 2026.

Revolving Facility

As of August 31, 2024, Carnival Holdings II had $ 3.0 billion available for borrowing under our Revolving Facility.

Carnival Holdings II may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2027, subject to satisfaction of the conditions in the facility.

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.

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 first-priority senior secured term loan facility maturing in 2027, which are included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above.

Table of Content

3 unchanged sentences

Debt Prepayments

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

During the nine months ended August 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

5 unchanged sentences

Export Credit Facility Borrowings

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.

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

As of August 31, 2024, the net book value of the vessels subject to negative pledges was $ 18.9 billion.

Convertible Notes

On July 1, 2024, our 5.8 % convertible senior notes due 2024 (the “2024 Convertible Notes”) became convertible, at the option of its holders, at any time prior to the close of business on September 27, 2024.

Pursuant to the terms of the indenture governing the 2024 Convertible Notes, we have irrevocably elected to settle any conversions of the 2024 Convertible Notes during this period in shares of Carnival Corporation common stock.

As of September 27, 2024, holders of substantially all of the $ 426 million of outstanding 2024 Convertible Notes have elected to convert to shares of common stock.

Collateral and Priority Pool

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.

As of August 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 $ 21.2 billion related to vessels and certain assets related to those vessels) as of August 31, 2024 and certain other assets.

As of August 31, 2024, $ 8.0 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 $ 2.8 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 “Revolving Facility Subject Vessels”) for our Revolving Facility.

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

Covenant Compliance

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:

◦ 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.

◦ 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.

As of August 31, 2024, our 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) as follows:

◦ For certain of our unsecured loans and our Revolving Facility, at a ratio of not less than 2.0 to 1.0 for each testing date until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November

Table of Content

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.

◦ For our export credit facilities, at a ratio of not less than 2.0 to 1.0 for each testing date 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.

1 unchanged sentence

• 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.

Table of Content

At May 31, 2024 , we were in compliance with the applicable covenants under our debt agreements.

At August 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.

14 unchanged sentences

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.

As of August 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.

8 unchanged sentences

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

Table of Content

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

6 unchanged sentences

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

Table of Content

Under the European Union Treaty, the European Commission is required to approve on a periodic basis certain economic benefits that are provided under Italian law, with the last approval granted through December 31, 2023.

One of our subsidiaries continues to receive and recognize these benefits.

The Italian Government has requested approval for these benefits to continue to be applied after December 31, 2023.

The timing of the European Commission’s decision is uncertain and could take more than a year.

If the European Commission were to deny a portion or all of the benefits, the Italian Government may be required to retroactively disallow these benefits and seek reimbursement from us which would result in a reversal of the recognition of such benefits, which depending on the timing of resolution, could have a material impact on our consolidated financial statements.

Other Contingent Obligations

5 unchanged sentences

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

As of May 31, 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.

As of August 31, 2024 we were not required to maintain any reserve funds or compensating deposits.

As of November 30, 2023 , we had $ 844 million in reserve funds and $ 158 million in compensating deposits we were required to maintain, which were included within other assets.

Ship Commitments

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.

As of August 31, 2024, our new ship growth capital commitments were $ 0.2 billion for the remainder of 2024 and $ 0.9 billion, $ 0.4 billion, $ 1.4 billion, $ 1.3 billion and $ 4.9 billion for the years ending November 30, 2025, 2026, 2027, 2028 and thereafter.

Table of Content

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

8 unchanged sentences

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

May 31, 2024 November 30, 2023

August 31, 2024 November 30, 2023

Value Fair Value Carrying

7 unchanged sentences

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

Table of Content

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

May 31, 2024 November 30, 2023

August 31, 2024 November 30, 2023

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

5 unchanged sentences

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

Table of Content

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

Valuation of Goodwill and Trademarks

As of May 31, 2024 and November 30, 2023 , goodwill for our North America and Australia (“NAA”) segment was $ 579 million.

As of July 31, 2024, we performed our annual goodwill and trademark impairment reviews and determined there was no impairment for goodwill or trademarks.

As of August 31, 2024 and November 30, 2023 , goodwill for our North America and Australia (“NAA”) segment was $ 579 million.

(in millions) NAA

3 unchanged sentences

Exchange movements — 6 6

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

August 31, 2024 $ 927 $ 244 $ 1,171

Derivative Instruments and Hedging Activities

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

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

Derivative assets

8 unchanged sentences

Cross currency swaps (b) Other long-term liabilities $ — $ 12

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

Interest rate swaps (a) Accrued liabilities and other 1 —

Other long-term liabilities 19 16

Total derivative liabilities $ 19 $ 28

(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 $ 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;

These interest rate swap agreements effectively changed $ 22 million at August 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 August 31, 2024 of SOFR-based variable rate debt to fixed rate debt.

As of August 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.

Table of Content

Subsequent to August 31, 2024, we terminated a portion of our SOFR-based interest rate swaps with a notional amount of $ 1.0 billion.

(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.

1 unchanged sentence

Our derivative contracts include rights of offset with our counterparties.

As of May 31, 2024 and November 30, 2023 , there was no netting for our derivative assets and liabilities.

As of August 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.

Table of Content

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

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

(in millions) 2024 2023 2024 2023

11 unchanged sentences

$ — $ 3 $ 2 $ 7

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.

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, 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

17 unchanged sentences

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

In addition, we

Table of Content

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 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 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.

Table of Content

At August 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 $ 9.1 billion for newbuilds scheduled to be delivered through 2033.

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 May 31,

(in millions) Revenues Operating costs and

Table of Content

Three Months Ended August 31,

(in millions) Revenues Operating

expenses Selling

12 unchanged sentences

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

Six Months Ended May 31,

(in millions) Revenues Operating costs and

Nine Months Ended August 31,

(in millions) Revenues Operating

expenses Selling

14 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

(in millions) 2024 2023 2024 2023

7 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

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

Net income (loss) for basic and diluted earnings per share $ 92 $ ( 407 ) $ ( 123 ) $ ( 1,100 )

Net income (loss) $ 1,735 $ 1,074 $ 1,613 $ ( 26 )

Interest expense on dilutive convertible notes 25 24 73 —

Net income (loss) for diluted earnings per share $ 1,760 $ 1,098 $ 1,686 $ ( 26 )

Weighted-average shares outstanding 1,267 1,263 1,266 1,262

Dilutive effect of equity awards 5 6 5 —

Dilutive effect of convertible notes 127 127 127 —

Diluted weighted-average shares outstanding 1,399 1,396 1,398 1,262

3 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

(in millions) 2024 2023 2024 2023

3 unchanged sentences

NOTE 8 – Supplemental Cash Flow Information

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

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

Cash and cash equivalents (Consolidated Balance Sheets) $ 1,522 $ 2,415

2 unchanged sentences

of Cash Flows) $ 1,543 $ 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.

NOTE 9 – Property and Equipment

During the three months ended August 31, 2024, we entered into an agreement to sell one NAA segment ship, which represents a passenger-capacity reduction of 2,000 berths.

We will continue to operate the NAA segment ship under a bareboat charter agreement through February 2025.

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