ccl-20210228

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, 2021


☐			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 31, 2021, Carnival Corporation had outstanding 973,540,516 shares of Common Stock, $0.01 par value.						At March 31, 2021, Carnival plc had outstanding 184,023,036 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 973,540,516 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

Table of C ontents

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.

Item 1A.

Item 6.

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 28/29,
	2021		2020
Revenues
Passenger ticket	$	3	$	3,234
Onboard and other	23		1,556
	26		4,789
Operating Costs and Expenses
Commissions, transportation and other	15		766
Onboard and other	7		471
Payroll and related	218		610
Fuel	103		396
Food	11		277
Ship and other impairments	—		330
Other operating	181		671
	535		3,523
Selling and administrative	462		678
Depreciation and amortization	552		570
Goodwill impairments	—		731
	1,549		5,502
Operating Income (Loss)	(1,524)		(713)
Nonoperating Income (Expense)
Interest income	3		5
Interest expense, net of capitalized interest	(398)		(55)

Other income (expense), net	(61)		(7)
	(455)		(57)
Income (Loss) Before Income Taxes	(1,979)		(770)
Income Tax Benefit (Expense), Net	6		(11)
Net Income (Loss)	$	(1,973)	$	(781)
Earnings Per Share
Basic	$	(1.80)	$	(1.14)
Diluted	$	(1.80)	$	(1.14)

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

Table of C ontents

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in millions)


	Three Months Ended February 28/29,
	2021		2020
Net Income (Loss)	$	(1,973)	$	(781)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment	199		25
Other	4		13
Other Comprehensive Income (Loss)	203		38
Total Comprehensive Income (Loss)	$	(1,770)	$	(743)

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

Table of C ontents

CARNIVAL CORPORATION & PLC

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions, except par values)


	February 28, 2021		November 30, 2020
ASSETS
Current Assets
Cash and cash equivalents	$	9,674	$	9,513
Short-term investments