ccl-20230228

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, 2023


☐			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.
1.000% 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 22, 2023, Carnival Corporation had outstanding 1,116,014,127 shares of Common Stock, $0.01 par value.						At March 22, 2023, Carnival plc had outstanding 186,806,263 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 1,116,014,127 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,
	2023		2022
Revenues
Passenger ticket	$	2,870	$	873
Onboard and other	1,563		750
	4,432		1,623
Operating Expenses
Commissions, transportation and other	655		251
Onboard and other	484		209
Payroll and related	582		506
Fuel	535		365
Food	311		136
Ship and other impairments	—		8
Other operating	743		557
Cruise and tour operating expenses	3,311		2,030
Selling and administrative	712		530
Depreciation and amortization	582		554

	4,604		3,114
Operating Income (Loss)	(172)		(1,491)
Nonoperating Income (Expense)
Interest income	56		3
Interest expense, net of capitalized interest	(539)		(368)
Other income (expense), net	(30)		(32)
	(514)		(397)
Income (Loss) Before Income Taxes	(686)		(1,888)
Income Tax Benefit (Expense), Net	(7)		(3)
Net Income (Loss)	$	(693)	$	(1,891)
Earnings Per Share
Basic	$	(0.55)	$	(1.66)
Diluted	$	(0.55)	$	(1.66)

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

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CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in millions)


	Three Months Ended February 28,
	2023		2022
Net Income (Loss)	$	(693)	$	(1,891)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment	(3)		13
Other	14		2
Other Comprehensive Income (Loss)	11		16
Total Comprehensive Income (Loss)	$	(682)	$	(1,876)

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

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CARNIVAL CORPORATION & PLC

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions, except par values)


	February 28, 2023		November 30, 2022
ASSETS
Current Assets
Cash and cash equivalents	$	5,455	$	4,029
Restricted cash	15		1,988
Trade and other receivables, net	514		395
Inventories	448		428
Prepaid expenses and other	710		652
Total current assets	7,144		7,492
Property and Equipment, Net	39,359		38,687
Operating Lease Right-of-Use Assets	1,246		1,274
Goodwill	579		579
Other Intangibles	1,158		1,156
Other Assets	2,501		2,515
	$	51,985	$	51,703
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term borrowings	$	200	$	200
Current portion of long-term debt	2,264		2,393
Current portion of operating lease liabilities	156		146
Accounts payable	1,022		1,050
Accrued liabilities and other	1,951		1,942
Customer deposits	5,495		4,874
Total current liabilities	11,088		10,605
Long-Term Debt	32,672		31,953
Long-Term Operating Lease Liabilities	1,148		1,189
Other Long-Term Liabilities	908		891
Contingencies and Commitments
Shareholders’ Equity
Carnival Corporation common stock, $0.01 par value; 1,960 shares authorized; 1,246 shares at 2023 and 1,244 shares at 2022 issued	12		12
Carnival plc ordinary shares, $1.66 par value; 217 shares at 2023 and 2022 issued	361		361
Additional paid-in capital	16,635		16,872
Retained earnings (accumulated deficit)	(434)		269
Accumulated other comprehensive income (loss) (“AOCI”)	(1,972)		(1,982)
Treasury stock, 130 shares at 2023 and 2022 of Carnival Corporation and 71 shares at 2023 and 72 shares at 2022 of Carnival plc, at cost	(8,433)		(8,468)
Total shareholders’ equity	6,170		7,065
	$	51,985	$	51,703

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,
	2023		2022
OPERATING ACTIVITIES
Net income (loss)	$	(693)	$	(1,891)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	582		554
Impairments	—		8
(Income) loss from equity-method investments	11		11
Share-based compensation	9		26
Amortization of discounts and debt issue costs	44		46
Noncash lease expense	35