Carnival 10-Q 2022-02-28

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

OR

☐			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)									(Exact name of registrant as specified in its charter)
Republic of Panama									England and Wales
(State or other jurisdiction of incorporation or organization)									(State or other jurisdiction of incorporation or organization)
59-1562976									98-0357772
(I.R.S. Employer Identification No.)									(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)									(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.

CARNIVAL CORPORATION & PLC

TABLE OF CONTENTS

									Page
PART I - FINANCIAL INFORMATION
Item 1.			Financial Statements						4
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations						22
Item 3.			Quantitative and Qualitative Disclosures About Market Risk						28
Item 4.			Controls and Procedures						28
PART II - OTHER INFORMATION
Item 1.			Legal Proceedings						30
Item 1A.			Risk Factors						30
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds						30
Item 6.			Exhibits						32
SIGNATURES									35

PART I - FINANCIAL INFORMATION

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.

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.

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

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Cautionary Note Concerning Factors That May Affect Future Results

Some of the statements, estimates or projections contained in this document are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to us, including some statements concerning future results, operations, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are statements that could be deemed forward-looking. These statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and the beliefs and assumptions of our management. We have tried, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and similar expressions of future intent or the negative of such terms.

Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:

•Pricing			•Goodwill, ship and trademark fair values
•Booking levels			•Liquidity and credit ratings
•Occupancy			•Adjusted earnings per share
•Interest, tax and fuel expenses			•Return to guest cruise operations
•Currency exchange rates			•Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations
•Estimates of ship depreciable lives and residual values

Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by our forward-looking statements. This note contains important cautionary statements of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, COVID-19. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown. These factors include, but are not limited to, the following:

• COVID-19 has had, and is expected to continue to have, a significant impact on our financial condition and operations. The current, and uncertain future, impact of COVID-19, including its effect on the ability or desire of people to travel (including on cruises), is expected to continue to impact our results, operations, outlooks, plans, goals, reputation, litigation, cash flows, liquidity, and stock price.

• Events and conditions around the world, including war and other military actions, such as the current invasion of Ukraine, and other general concerns impacting the ability or desire of people to travel have and may lead to a decline in demand for cruises.

• Incidents concerning our ships, guests or the cruise vacation industry have in the past and may, in the future, impact the satisfaction of our guests and crew and lead to reputational damage.

• Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-corruption, economic sanctions, trade protection and tax have in the past and may, in the future, lead to litigation, enforcement actions, fines, penalties and reputational damage.

• Factors associated with climate change, including evolving and increasing regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could adversely affect our business.

• Inability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them, may expose us to risks that may adversely impact our business.

• Breaches in data security and lapses in data privacy as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and may lead to reputational damage.

• The loss of key employees, our inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs could have an adverse effect on our business and results of operations.

• Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs.

• We rely on supply chain vendors who are integral to the operations of our businesses. These vendors and service providers are also affected by COVID-19 and may be unable to deliver on their commitments which could impact our business.

• Fluctuations in foreign currency exchange rates may adversely impact our financial results.

• Overcapacity and competition in the cruise and land-based vacation industry may lead to a decline in our cruise sales, pricing and destination options.

• Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests.

The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood.

Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals (including climate change and environmental-related matters). In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

New Accounting Pronouncements

Refer to Note 1 - “General, Accounting Pronouncements” of the consolidated financial statements for additional discussion regarding accounting pronouncements.

Critical Accounting Estimates

For a discussion of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that is included in the Form 10-K.

Seasonality

Our passenger ticket revenues are seasonal. Historically, demand for cruises has been greatest during our third quarter, which includes the Northern Hemisphere summer months. This higher demand during the third quarter results in higher ticket prices and occupancy levels and, accordingly, the largest share of our operating income is typically earned during this period. This historical trend was disrupted in 2020 by the pause and in 2021 by the ongoing resumption of guest cruise operations. In addition, substantially all of Holland America Princess Alaska Tours’ revenue and net income (loss) is generated from May through September in conjunction with Alaska’s cruise season.

Known Trends and Uncertainties

We believe the increasing cost of fuel, liquefied natural gas (LNG) and other related costs are reasonably likely to impact our profitability in both the short and long-term. This effect is increased in the shorter term by the current invasion of Ukraine, including its effect on the price of fuel. In addition, the increasing global focus on climate change, including the reduction of carbon emissions and new and evolving regulatory requirements, is reasonably likely to materially impact our future costs, capital expenditures and revenues and/or the relationship between them, if enacted. The full impact of climate change to our business is not yet known.

Statistical Information

			Three Months Ended February 28,
			2022						2021
Passenger Cruise Days (“PCDs”) (in thousands) (a)			7,229						27
Available Lower Berth Days (“ALBDs”) (in thousands) (b)			13,322						173
Occupancy percentage (c)			54		%				16		%
Passengers carried (in thousands)			1,011						5
Fuel consumption in metric tons (in thousands)			566						262
Fuel cost per metric ton consumed			$	648					$	392
Currencies (USD to 1)
AUD			$	0.72					$	0.77
CAD			$	0.79					$	0.78
EUR			$	1.13					$	1.21
GBP			$	1.35					$	1.36

The ongoing resumption of guest cruise operations is continuing to have a material impact on all aspects of our business, including the above statistical information.

Notes to Statistical Information

(a)PCD represents the number of cruise passengers on a voyage multiplied by the number of revenue-producing ship operating days for that voyage.

(b)ALBD is a standard measure of passenger capacity for the period that we use to approximate rate and capacity variances, based on consistently applied formulas that we use to perform analyses to determine the main non-capacity driven factors that cause our cruise revenues and expenses to vary. ALBDs assume that each cabin we offer for sale accommodates two passengers and is computed by multiplying passenger capacity by revenue-producing ship operating days in the period.

(c)Occupancy, in accordance with cruise industry practice, is calculated using a numerator of PCDs and denominator of ALBDs, which assumes two passengers per cabin even though some cabins can accommodate three or more passengers. Percentages in excess of 100% indicate that on average more than two passengers occupied some cabins.

Results of Operations

Consolidated
			Three Months Ended February 28,																		% increase (decrease)
(in millions)			2022						2021						Change
Revenues
Passenger ticket			$	873					$	3					$	870					31,952		%
Onboard and other			750						23						727						3,193		%
			1,623						26						1,598						6,263		%
Operating Costs and Expenses
Commissions, transportation and other			251						15						236						1,596		%
Onboard and other			209						7						202						2,884		%
Payroll and related			506						218						287						132		%
Fuel			365						103						262						256		%
Food			136						11						124						1,090		%
Ship and other impairments			8						—						8						100		%
Other operating			557						181						376						208		%
			2,030						535						1,495						280		%
Selling and administrative			530						462						68						15		%
Depreciation and amortization			554						552						2						—		%
			3,114						1,549						1,565						101		%
Operating Income (Loss)			(1,491)						(1,524)						32						(2)		%
Nonoperating Income (Expense)
Interest income			3						3						—						1		%
Interest expense, net of capitalized interest			(368)						(398)						30						(7)		%
Gains (losses) on debt extinguishment, net			—						2						(2)						(100)		%
Other income (expense), net			(32)						(62)						30						(49)		%
			(397)						(455)						58						(13)		%
Income (Loss) Before Income Taxes			$	(1,888)					$	(1,979)					$	91					(5)		%

NAA
			Three Months Ended February 28,																		% increase (decrease)
(in millions)			2022						2021						Change
Revenues
Passenger ticket			$	586					$	—					$	586					100		%
Onboard and other			540						11						529						4,894		%
			1,126						10						1,115						10,747		%
Operating Costs and Expenses			1,288						316						972						308		%
Selling and administrative			344						220						124						56		%
Depreciation and amortization			334						334						—						—		%
			1,966						870						1,096						126		%
Operating Income (Loss)			$	(840)					$	(859)					$	19					(2)		%

EA
			Three Months Ended February 28,																		% increase (decrease)
(in millions)			2022						2021						Change
Revenues
Passenger ticket			$	341					$	3					$	338					10,721		%
Onboard and other			116						5						111						2,237		%
			457						8						449						5,542		%
Operating Costs and Expenses			698						198						500						253		%
Selling and administrative			176						108						68						63		%
Depreciation and amortization			181						184						(3)						(2)		%
			1,055						490						565						115		%
Operating Income (Loss)			$	(598)					$	(482)					$	(116)					24		%

We paused our guest cruise operations in March 2020. As of February 28, 2022, eight of our nine brands had resumed guest cruise operations as part of our ongoing return to service. The ongoing resumption of guest cruise operations and the increased uncertainty given the current invasion of Ukraine, including its effect on the price of fuel, are collectively having a material negative impact on all aspects of our business, including our liquidity, financial position and results of operations. The full extent of the impact will be determined by our ongoing return to service and the length of time COVID-19 influences travel decisions.

As of February 28, 2022, 71% of our capacity had resumed guest cruise operations and ALBDs increased to 13 million compared to February 28, 2021 when we had no ships operating with guests onboard. Revenues for the three months ended February 28, 2022 increased by $1.6 billion from the three months ended February 28, 2021, due to the resumption of guest cruise operations and the significant increase of ships returning to service. Occupancy for the three months ended February 28, 2022 was 54%.

Operating costs and expenses increased by $1.5 billion to $2.0 billion in 2022 from $0.5 billion in 2021. This was driven by our ongoing resumption of cruise operations and restart related expenses, including the cost of returning ships to guest cruise operations and returning crew members to our ships, higher number of dry-dock days, the cost of maintaining enhanced health and safety protocols and inflation. We anticipate that many of these costs and expenses will end in 2022 and will not reoccur in 2023.

Fuel costs increased by $262 million to $365 million in 2022 from $103 million in 2021. The increase was caused by higher fuel consumption of 304 thousand metric tons, due to the resumption of guest cruise operations, and an increase in fuel prices of $256 per metric ton consumed in 2022 compared to 2021.

We recognized ship impairment charges of $8 million for the three months ended February 28, 2022. There were no ship impairment charges for the three months ended February 28, 2021.

We continue to expect a net loss for the second quarter of 2022. However, we expect a profit for the third quarter of 2022. For the full year 2022, we expect a net loss.

Nonoperating Income (Expense)

Interest expense, net of capitalized interest, decreased by $30 million to $368 million in 2022 from $398 million in 2021. The decrease was caused by a lower average interest rate for the three months ended February 28, 2022 compared to the three months ended February 28, 2021 as a result of completed refinancing efforts.

Liquidity, Financial Condition and Capital Resources

As of February 28, 2022, we had $7.2 billion of liquidity including cash, short-term investments and borrowings available under our Revolving Facility. During 2022, we will continue to be focused on pursuing refinancing opportunities to reduce interest rates and extend maturities as well as entering into supplemental agreements to align our covenant compliance requirements.

We had a working capital deficit of $2.9 billion as of February 28, 2022 compared to working capital deficit of $0.3 billion as of November 30, 2021. The increase in working capital deficit was substantially all due to a decrease in cash. Historically, during our normal operations, we operate with a substantial working capital deficit. This deficit is mainly attributable to the fact that, under our business model, substantially all of our passenger ticket receipts are collected in advance of the applicable sailing date. These advance passenger receipts generally remain a current liability until the sailing date. The cash generated from these advance receipts is used interchangeably with cash on hand from other sources, such as our borrowings and other cash from operations. The cash received as advanced receipts can be used to fund operating expenses, pay down our debt, make long-term investments or any other use of cash. Included within our working capital are $3.4 billion and $3.1 billion of customer deposits as of February 28, 2022 and November 30, 2021, respectively. We have paid refunds of customer deposits with respect to a portion of cancelled cruises. The amount of any future cash refunds may depend on future cruise cancellations and guest rebookings. 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. In addition, we have a relatively low-level of accounts receivable and limited investment in inventories. We expect that we will have working capital deficits in the future once we return to normal guest cruise operations.

Refer to Note 1 - “General, Liquidity and Management’s Plans” of the consolidated financial statements for additional discussion regarding our liquidity.

Sources and Uses of Cash

Operating Activities

Our business used $1.2 billion of net cash flows in operating activities during the three months ended February 28, 2022, a decrease of $0.3 billion, compared to $1.5 billion of net cash flows used for the same period in 2021.

Investing Activities

During the three months ended February 28, 2022, net cash used in investing activities was $3.0 billion. This was driven by the following:

• Capital expenditures of $2.5 billion for our ongoing new shipbuilding program

• Capital expenditures of $221 million for ship improvements and replacements, information technology and buildings and improvements

• Proceeds from sale of ships and other of $18 million

• Purchases of short-term investments of $315 million

During the three months ended February 28, 2021, net cash used in investing activities was $3.6 billion. This was driven by the following:

• Capital expenditures of $1.7 billion for our ongoing new shipbuilding program

• Capital expenditures of $81 million for ship improvements and replacements, information technology and buildings and improvements

• Purchases of short-term investments of $1.8 billion

Financing Activities

During the three months ended February 28, 2022, net cash provided by financing activities of $1.7 billion was caused by the following:

• Issuances of $2.3 billion of long-term debt

• Repayments of $0.5 billion of long-term debt

• Payments of $85 million related to debt issuance costs

• Net repayments of short-term borrowings of $48 million

• Purchases of $23 million of Carnival plc ordinary shares and issuances of $27 million of Carnival Corporation common stock under our Stock Swap Program

During the three months ended February 28, 2021, net cash provided by financing activities of $5.2 billion was caused by the following:

• Repayments of $668 million of long-term debt

• Issuances of $5.0 billion of long-term debt, including net proceeds of $3.4 billion from the issuance of the 2027 Senior Unsecured Notes

• Net proceeds of $996 million from our public offering of Carnival Corporation common stock

Funding Sources

As of February 28, 2022, we had $7.2 billion of liquidity including cash, short-term investments and borrowings available under our revolving facility. In addition, we had $3.3 billion of undrawn export credit facilities to fund ship deliveries planned through 2024. We plan to use future cash flows from operations to fund our cash requirements including capital expenditures not funded by our export credit facilities.

(in billions)						2022						2023						2024
Future export credit facilities at February 28, 2022						$	0.9					$	1.8					$	0.6

Our export credit facilities contain various financial covenants as described in Note 3 - “Debt”. At February 28, 2022, we were in compliance with the applicable covenants under our debt agreements.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests, certain derivative instruments and variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our consolidated financial statements.

For a discussion of our hedging strategies and market risks, see the discussion below and Note 10 - “Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks” in our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Form 10-K.

Interest Rate Risks

The composition of our debt, including the effect of cross currency swaps and interest rate swaps, was as follows:

			February 28, 2022
Fixed rate			42		%
EUR fixed rate			17		%
Floating rate			25		%
EUR floating rate			15		%
GBP floating rate			1		%

A. Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Our President, Chief Executive Officer and Chief Climate Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of February 28, 2022, that they are effective at a reasonable level of assurance, as described above.

B. Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended February 28, 2022 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings**.**

The legal proceedings described in Note 4 – “Contingencies and Commitments” of our consolidated financial statements, including those described under “COVID-19 Actions” and “Other Regulatory or Governmental Inquiries and Investigations,” are incorporated in this “Legal Proceedings” section by reference. Additionally, SEC rules require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we believe will exceed $1 million for such proceedings.

The risk factors in this Form 10-Q below should be carefully considered, including the risk factors discussed in “Risk Factors” and other risks discussed in our Form 10-K. These risks could materially and adversely affect our results, operations, outlooks, plans, goals, growth, reputation, cash flows, liquidity, and stock price. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.

Operating Risk Factors

*•*Events and conditions around the world, including war and other military actions, such as the current invasion of Ukraine, and other general concerns impacting the ability or desire of people to travel have and may lead to a decline in demand for cruises.

We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action, most recently the current invasion of Ukraine, and other general concerns. To the extent the current invasion of Ukraine adversely affects our business, it may also have the effect of heightening many other risks disclosed in our Form 10-K, any of which could materially and adversely affect our business and results of operations. Additionally, we have been, and may continue to be, impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events, government policies increasing the difficulty of travel and limitations on issuing international travel visas. We may also be impacted by adverse changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income levels.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds**.**

**I.**Stock Swap Program

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. Under the Stock Swap Program, we may elect to offer and sell shares of Carnival Corporation common stock at prevailing market prices in ordinary brokers’ transactions and repurchase an equivalent number of Carnival plc ordinary shares in the UK market.

Under the Stock Swap Program effective June 2021, the Board of Directors authorized the sale of up to $500 million shares of Carnival Corporation common stock in the U.S. market and the purchase of Carnival plc ordinary shares on at least an equivalent basis.

We may in the future implement a program to allow us to obtain a net cash benefit when Carnival plc ordinary shares are trading at a premium to the price of Carnival Corporation common stock.

Any sales of Carnival Corporation common stock and Carnival plc ordinary shares have been or will be registered under the Securities Act of 1933, as amended. During the three months ended February 28, 2022, under the Stock Swap Program, we sold 1.3 million shares of Carnival Corporation’s common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $2 million, which were used for general corporate purposes. Since the beginning of the Stock Swap Program, first authorized in June 2021, we have sold 10.2 million shares of Carnival Corporation’s common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $21 million.

Period						Total Number of Shares of Carnival plc Ordinary Shares Purchased (a) (in millions)						Average Price Paid per Share of Carnival plc Ordinary Share						Maximum Number of Carnival plc Ordinary Shares That May Yet Be Purchased Under the Carnival Corporation Stock Swap Program (in millions)
December 1, 2021 through December 31, 2021						—						$	—					9.5
January 1, 2022 through January 31, 2022						—						$	—					9.5
February 1, 2022 through February 28, 2022						1.3						$	19.57					8.2
Total						1.3						19.57

(a) No ordinary shares of Carnival plc were purchased outside of publicly announced plans or programs.

INDEX TO EXHIBITS
												Incorporated by Reference																		Filed/ Furnished Herewith
Exhibit Number						Exhibit Description						Form						Exhibit						Filing Date
Articles of incorporation and by-laws
3.1						Third Amended and Restated Articles of Incorporation of Carnival Corporation.						8-K						3.1						4/17/2003
3.2						Third Amended and Restated By-Laws of Carnival Corporation.						8-K						3.1						4/20/2009
3.3						Articles of Association of Carnival plc.						8-K						3.3						4/20/2009
Material Contracts
10.1						Employment Agreement dates as of June 28, 2019 between Carnival Corporation and Peter C. Anderson.																								X
10.2**						Amendment Agreement dated February 11, 2022 to the Multicurrency Revolving Facilities Agreement originally dated May 18, 2011, as amended and restated on August 6, 2019 and as further amended on December 31, 2020, May 11, 2021 and September 30, 2021, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Europe Designated Activity Company as facilities agent and a syndicate of financial institutions.																								X
10.3						Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for the CEO.																								X
10.4						Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for Certain Named Executive Officers.																								X
10.5						Form of Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan for the Chief Ethics and Compliance Officer.																								X

INDEX TO EXHIBITS
												Incorporated by Reference																		Filed/ Furnished Herewith
Exhibit Number						Exhibit Description						Form						Exhibit						Filing Date
Rule 13a-14(a)/15d-14(a) certifications
31.1						Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.																								X
31.2						Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.																								X
31.3						Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.																								X
31.4						Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.																								X
Section 1350 certifications
32.1*						Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.																								X
32.2*						Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.																								X
32.3*						Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.																								X
32.4*						Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.																								X
Interactive Data File
101						The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended February 28, 2022, as filed with the Securities and Exchange Commission on March 28, 2022, formatted in Inline XBRL, are as follows:
						(i) the Consolidated Statements of Income (Loss) for the three months ended February 28, 2022 and 2021;																								X
						(ii) the Consolidated Statements of Comprehensive Income (Loss) for the three months ended February 28, 2022 and 2021;																								X
						(iii) the Consolidated Balance Sheets at February 28, 2022 and November 30, 2021;																								X
						(iv) the Consolidated Statements of Cash Flows for the three months ended February 28, 2022 and 2021;																								X
						(v) the Consolidated Statements of Shareholders’ Equity for the three months ended February 28, 2022 and 2021;																								X
						(vi) the notes to the consolidated financial statements, tagged in summary and detail.																								X

INDEX TO EXHIBITS
												Incorporated by Reference																		Filed/ Furnished Herewith
Exhibit Number						Exhibit Description						Form						Exhibit						Filing Date
104						The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended February 28, 2022, as filed with the Securities and Exchange Commission on March 28, 2022, formatted in Inline XBRL (included as Exhibit 101).

*			These items are furnished and not filed.
**			Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			CARNIVAL CORPORATION									CARNIVAL PLC
By:			/s/ Arnold W. Donald						By:			/s/ Arnold W. Donald
			Arnold W. Donald									Arnold W. Donald
			President, Chief Executive Officer and Chief Climate Officer									President, Chief Executive Officer and Chief Climate Officer
By:			/s/ David Bernstein						By:			/s/ David Bernstein
			David Bernstein									David Bernstein
			Chief Financial Officer and Chief Accounting Officer									Chief Financial Officer and Chief Accounting Officer
			Date: March 28, 2022									Date: March 28, 2022