Cover and table of contents

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Cover and table of contents

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 May 31, 2024

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: 001-9610Commission file number: 001-15136
Carnival Corporationimage0a03.jpgCarnival plc
(Exact name of registrant as specified in its charter)(Exact name of registrant as specified in its charter)
Republic of PanamaEngland and Wales
(State or other jurisdiction of incorporation or organization)(State or other jurisdiction of incorporation or organization)
59-156297698-0357772
(I.R.S. Employer Identification No.)(I.R.S. Employer Identification No.)
3655 N.W. 87th AvenueCarnival House, 100 Harbour Parade
Miami,Florida33178-2428SouthamptonSO15 1STUnited Kingdom
(Address of principal executive offices) (Zip Code)(Address of principal executive offices) (Zip Code)
(305)599-260001144 23 8065 5000
(Registrant’s telephone number, including area code)(Registrant’s telephone number, including area code)
NoneNone
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value)CCLNew York Stock Exchange, Inc.
Ordinary Shares each represented by American Depositary 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 TrustCUKNew York Stock Exchange, Inc.
1.000% Senior Notes due 2029CUK29New 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 June 20, 2024, Carnival Corporation had outstanding 1,122,454,762 shares of Common Stock, $0.01 par value.At June 20, 2024, Carnival plc had outstanding 187,677,217 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 1,122,454,762 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

Table of Content

CARNIVAL CORPORATION & PLC

TABLE OF CONTENTS

Page
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements4
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Item 3.Quantitative and Qualitative Disclosures About Market Risk32
Item 4.Controls and Procedures32
PART II - OTHER INFORMATION
Item 1.Legal Proceedings33
Item 1A.Risk Factors33
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds33
Item 5.Other Information34
Item 6.Exhibits35
SIGNATURES37

Table of Content

PART I - FINANCIAL INFORMATION

Next: Item 1. Financial Statements.