ccl-20220228

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-9610

Commission file number: 001-15136

Carnival Corporation

Carnival plc

(Exact name of registrant as
specified in its charter)

Republic of Panama

England and Wales

(State or other jurisdiction of
incorporation or organization)

59-1562976

98-0357772

(I.R.S. Employer Identification No.)

3655 N.W. 87th Avenue

Carnival House, 100 Harbour Parade

Miami,

Florida

33178-2428

Southampton

SO15 1ST

United Kingdom

(Address of principal
executive offices)
(Zip Code)


(305)	599-2600	011	44 23 8065 5000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)

None		None
(Former name, former address and former fiscal year, if changed since last report)		(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	CCL	New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depository Shares ($1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust	CUK	New York Stock Exchange, Inc.
1.875% Senior Notes due 2022	CUK22	New York Stock Exchange LLC
1.000% Senior Notes due 2029	CUK29	New York Stock Exchange LLC

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filers

☑

Accelerated filers

☐

Non-accelerated filers

☐

Smaller reporting companies

☐

Emerging growth companies

☐

If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑


At March 21, 2022, Carnival Corporation had outstanding 989,700,876 shares of Common Stock, $0.01 par value.						At March 21, 2022, Carnival plc had outstanding 185,724,456 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 989,700,876 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

Table of Contents

CARNIVAL CORPORATION & PLC

TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

Exhibits

SIGNATURES

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in millions, except per share data)


	Three Months Ended February 28,
	2022		2021
Revenues
Passenger ticket	$	873	$	3
Onboard and other	750		23
	1,623		26
Operating Costs and Expenses
Commissions, transportation and other	251		15
Onboard and other	209		7
Payroll and related	506		218
Fuel	365		103
Food	136		11
Ship and other impairments	8		—
Other operating	557		181
	2,030		535
Selling and administrative	530		462
Depreciation and amortization	554		552

	3,114		1,549
Operating Income (Loss)	(1,491)		(1,524)
Nonoperating Income (Expense)
Interest income	3		3
Interest expense, net of capitalized interest	(368)		(398)
Gains (losses) on debt extinguishment, net	—		2
Other income (expense), net	(32)		(62)
	(397)		(455)
Income (Loss) Before Income Taxes	(1,888)		(1,979)
Income Tax Benefit (Expense), Net	(3)		6
Net Income (Loss)	$	(1,891)	$	(1,973)
Earnings Per Share
Basic	$	(1.66)	$	(1.80)
Diluted	$	(1.66)	$	(1.80)

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

Table of Contents

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in millions)


	Three Months Ended February 28,
	2022		2021
Net Income (Loss)	$	(1,891)	$	(1,973)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment	13		199
Other	2		4
Other Comprehensive Income (Loss)	16		203
Total Comprehensive Income (Loss)	$	(1,876)	$	(1,770)

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

Table of Contents

CARNIVAL CORPORATION & PLC

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions, except par values)


	February 28, 2022		November 30, 2021
ASSETS
Current Assets
Cash and cash equivalents	$	6,414	$	8,939
Short-term investments	515		200
Trade and other receivables, net	267		246
Inventories	392		356
Prepaid expenses and other	470		392
Total current assets	8,057		10,133
Property and Equipment, Net	40,183		38,107
Operating Lease Right-of-Use Assets	1,278		1,333
Goodwill	579		579
Other Intangibles	1,181		1,181
Other Assets	2,002		2,011
	$	53,281	$	53,344
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term borrowings	$	2,741	$	2,790
Current portion of long-term debt	2,272		1,927
Current portion of operating lease liabilities	139		142
Accounts payable	772		797
Accrued liabilities and other	1,627		1,641
Customer deposits	3,367		3,112
Total current liabilities	10,920		10,408
Long-Term Debt	29,887		28,509
Long-Term Operating Lease Liabilities	1,190		1,239
Other Long-Term Liabilities	973		1,043
Contingencies and Commitments
Shareholders’ Equity
Common stock of Carnival Corporation, $0.01 par value; 1,960 shares authorized; 1,120 shares at 2022 and 1,116 shares at 2021 issued	11		11
Ordinary shares of Carnival plc, $1.66 par value; 217 shares at 2022 and 2021 issued	361		361
Additional paid-in capital	15,360		15,292
Retained earnings	4,493		6,448
Accumulated other comprehensive income (loss) (“AOCI”)	(1,486)		(1,501)
Treasury stock, 130 shares at 2022 and 2021 of Carnival Corporation and 68 shares at 2022 and 67 shares at 2021 of Carnival plc, at cost	(8,428)		(8,466)
Total shareholders’ equity	10,311		12,144
	$	53,281	$	53,344

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

Table of Contents

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in millions)


	Three Months Ended February 28,
	2022		2021
OPERATING ACTIVITIES
Net income (loss)	$	(1,891)	$	(1,973)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	554		552
Impairments	8		17
(Gain) loss on debt extinguishment	—		(2)
(Income) loss from equity-method investments	11		8
Share-based compensation	26		40
Amortization of discounts and debt issue costs	46		42
Noncash lease expense	34		36
Other, net	5		44
	(1,207)		(1,236)
Changes in operating assets and liabilities
Receivables	(22)		6
Inventories	(37)		(1)
Prepaid expenses and other	(44)		(263)
Accounts payable	(24)		(128)
Accrued liabilities and other	(65)		167
Customer deposits	187		(49)
Net cash provided by (used in) operating activities	(1,212)		(1,503)
INVESTING ACTIVITIES
Purchases of property and equipment	(2,730)		(1,774)
Proceeds from sales of ships and other	18		9
Purchase of short-term investments	(315)		(1,840)
Derivative settlements and other, net	(6)		17
Net cash provided by (used in) investing activities	(3,032)		(3,589)
FINANCING ACTIVITIES
Proceeds from (repayments of) short-term borrowings, net	(48)		—
Principal repayments of long-term debt	(503)		(

SEC Form 10-Q filed by Carnival Plc