false0000815097000112525900008150972024-09-302024-09-300000815097ccl:CarnivalPublicLimitedCompanyMember2024-09-302024-09-300000815097us-gaap:CommonStockMember2024-09-302024-09-300000815097ccl:OrdinarySharesMemberccl:CarnivalPublicLimitedCompanyMember2024-09-302024-09-300000815097ccl:A1000SeniorNotesDue2029Memberccl:CarnivalPublicLimitedCompanyMember2024-09-302024-09-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 30, 2024

Carnival Corporation
carnival flag.jpg
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)		(State or other jurisdiction of
incorporation)
001-9610001-15136
(Commission File Number)(Commission File Number)
59-156297698-0357772
(IRS Employer Identification No.)(IRS Employer Identification No.)
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Carnival House, 100 Harbour Parade
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)
NoneNone
(Former name or former address,
 if changed since last report.)		(Former name, former address,
if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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)CCL
New 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 Trust
CUK
New York Stock Exchange, Inc.
1.000% Senior Notes due 2029CUK29New York Stock Exchange LLC



Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter).

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. o


Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On September 30, 2024, Carnival Corporation & plc issued a press release entitled “CARNIVAL CORPORATION & PLC REPORTS RECORD-SETTING OPERATING RESULTS, OUTPERFORMS THIRD QUARTER GUIDANCE AND RAISES FULL YEAR 2024 GUIDANCE FOR THE THIRD TIME.” A copy of this press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of either Carnival Corporation or Carnival plc, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press release, dated September 30, 2024 (furnished pursuant to Item 2.02).





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CARNIVAL CORPORATIONCARNIVAL PLC
By:/s/ David BernsteinBy:/s/ David Bernstein
Name:David BernsteinName:David Bernstein
Title:Chief Financial Officer and Chief Accounting OfficerTitle:Chief Financial Officer and Chief Accounting Officer
Date:September 30, 2024Date:September 30, 2024



Exhibit 99.1

CARNIVAL CORPORATION & PLC REPORTS RECORD-SETTING OPERATING RESULTS, OUTPERFORMS THIRD QUARTER GUIDANCE AND RAISES FULL YEAR 2024 GUIDANCE FOR THE THIRD TIME

MIAMI (September 30, 2024) - Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) announced financial results for the third quarter 2024 and provided an updated outlook for the full year and an outlook for fourth quarter 2024.

•Third quarter net income was $1.7 billion, an increase of over 60 percent compared to 2023 and adjusted net income1 outperformed June guidance by $170 million.
•Third quarter revenues hit an all-time high of $7.9 billion, up $1.0 billion compared to the prior year.
•Record operating income of $2.2 billion exceeded 2023 levels by $554 million.
•As a result of strong demand and cost saving opportunities, raised its full year 2024 adjusted EBITDA1 guidance to approximately $6.0 billion, up over 40 percent compared to 2023 and better than June guidance by nearly $200 million.
•The cumulative advanced booked position for full year 2025 is above the previous 2024 record with prices (in constant currency) ahead of prior year.

“We delivered a phenomenal third quarter, breaking operational records and outperforming across the board. Our strong improvements were led by high-margin, same-ship yield growth, driving a 26 percent improvement in unit operating income, the highest level we have reached in fifteen years,” commented Carnival Corporation & plc’s Chief Executive Officer Josh Weinstein.

“We are poised to deliver record operating performance for full year 2024, with adjusted EBITDA now expected to cross $6 billion and adjusted return on invested capital1 to be approximately 10.5 percent. Strong demand enabled us to increase our full year yield guidance for the third time this year and we improved our cost guidance driving more revenue to the bottom line,” Weinstein added.

“Looking forward, the momentum continues as our enhanced commercial execution drives demand well in excess of our capacity growth, leaving us well positioned with an even stronger base of business for 2025, a record start to 2026 and firmly on the path toward our SEA Change targets,” Weinstein noted.

Third Quarter 2024 Results

•Net income was $1.7 billion, or $1.26 diluted EPS, an increase of $662 million compared to 2023. Adjusted net income of $1.8 billion, or $1.27 adjusted EPS1, was higher than June guidance by $170 million driven by outperformance in both yield and cost.
•Record operating income of $2.2 billion exceeded 2023 levels by $554 million or 34 percent.
•Record adjusted EBITDA of $2.8 billion increased over 25 percent compared to 2023 and outperformed June guidance by $160 million.
•Third quarter revenues hit an all-time high of $7.9 billion, with record net yields1 (in constant currency) and record net per diems1 (in constant currency) both significantly exceeding 2023 levels.
•Gross margin yields increased by 19 percent compared to 2023 and net yields (in constant currency) exceeded 2023 levels by 8.7 percent.
◦Gross margin per diems were up 16 percent compared to 2023. Net per diems (in constant currency) were up nearly 6 percent compared to 2023 with both ticket prices and onboard spending up mid-single digits.
•Cruise costs per available lower berth day (“ALBD”) increased 3.4 percent compared to 2023. Adjusted cruise costs excluding fuel per ALBD1 (in constant currency) decreased compared to 2023 and were significantly better than June guidance driven by cost saving opportunities, accelerated easing of inflationary pressures, benefits from one-time items and the timing of expenses between the quarters.
•Total customer deposits reached a third quarter record of $6.8 billion, surpassing the previous third quarter record of $6.3 billion as of August 31, 2023, despite lower capacity growth.

Bookings

“With nearly half of 2025 booked and less inventory remaining for sale than the prior year, we are leveraging strong demand to achieve record ticket pricing (in constant currency). Our brands continue to deliver robust bookings momentum, with all our brands ahead on price for 2025 sailings, based on the success of their demand generation efforts along with the exciting offerings and unparalleled experiences we consistently provide our guests. Likewise, 2026 is off to an unprecedented start achieving record booking volumes in the last three months,” Weinstein noted.

1 See “Non-GAAP Financial Measures” at the end of this release for additional information.


During the third quarter, booking volumes remained robust for 2025 sailings at higher prices (in constant currency) compared to the prior year.

The cumulative advanced booked position for full year 2025 is above the previous 2024 record with prices (in constant currency) ahead of prior year.

2024 Outlook

For the full year 2024, the company expects:

•Net yields (in constant currency) up approximately 10.4 percent compared to 2023, better than June guidance, based on continued strength in demand.
•Adjusted cruise costs excluding fuel per ALBD (in constant currency) up approximately 3.5 percent compared to 2023, approximately 1 percentage point better than June guidance driven by cost saving opportunities, accelerated easing of inflationary pressures and benefits from one-time items.
•Adjusted EBITDA of approximately $6.0 billion, up over 40 percent compared to 2023 and better than June guidance by nearly $200 million.
•Adjusted return on invested capital (“ROIC”) of approximately 10.5 percent, an improvement of approximately 5.0 percentage points compared to 2023 and half a point better than June guidance.

For the fourth quarter of 2024, the company expects:

•Net yields (in constant currency) up approximately 5.0 percent compared to particularly strong 2023 levels.
•Adjusted cruise costs excluding fuel per ALBD (in constant currency) up approximately 8.0 percent compared to the fourth quarter of 2023 due primarily to higher dry-dock days and higher investment in advertising.
•Adjusted EBITDA of approximately $1.14 billion, up 20 percent compared to the fourth quarter of 2023.

See “Guidance” and “Reconciliation of Forecasted Data” for additional information on the company’s 2024 outlook.

Financing and Capital Activity

“We have continued to improve our leverage metrics and balance sheet with strong cash generation and continued debt reduction. We are pleased these efforts were recognized by both S&P and Moody’s with their recent credit rating upgrades. For 2024, we expect better than a two turn improvement in net debt to adjusted EBITDA1 compared to 2023, approaching 4.5x, well on our way to investment grade. In fact, this year’s adjusted free cash flow1 is expected to be over $3.0 billion,” commented Carnival Corporation & plc’s Chief Financial Officer David Bernstein.

The company continued its efforts to proactively manage its debt profile. Since June 2024, the company prepaid another $625 million of debt, bringing its total prepayments to $7.3 billion since the beginning of 2023. Additionally, the company has now fully utilized the accordion feature of its revolving credit facility, increasing the borrowing capacity by nearly $500 million and bringing the total undrawn commitment to $3.0 billion. The company ended the quarter with $4.5 billion of liquidity, including cash and borrowings available under the revolving credit facility.

During the third quarter, Fitch initiated its coverage of the company with a BB credit rating with a positive outlook. The company is now rated by all three major internationally recognized rating agencies. Additionally, S&P upgraded its credit rating to BB with a stable outlook and Moody’s upgraded to B1 with a positive outlook. The company believes this is a testament to its improved leverage metrics and continuing journey to investment grade ratings.

The company continues to strategically direct new capacity towards its highest returning brand with the recent order of three additional ships to Carnival Cruise Line for delivery in 2029, 2031 and 2033. These ships will become the largest ships in the company’s fleet and will carry more passengers than any other cruise ship to date. The company is following through on its measured capacity growth strategy of one to two ships per year on average, including just three ships scheduled for delivery through 2028. This will enable the company to utilize its substantial free cash flow to strategically improve its balance sheet by significantly reducing its leverage levels over the next several years.

The company obtained a new export credit facility, bringing its total committed financings related to ship deliveries to $3.4 billion, continuing its strategy to finance its newbuild program at preferential interest rates.




1 See “Non-GAAP Financial Measures” at the end of this release for additional information.


Other Recent Highlights

•Named by TIME as one of the World’s Best Companies of 2024 and by Forbes as one of America’s Best Employers for Women in 2024.
•Opened a new innovative Fleet Operations Center in Hamburg, Germany to support its European brands.
•Announced the expansion of Half Moon Cay. This popular private island will be enhanced to include an expanded beach, dining and beverage experiences along with a new pier that will allow the company’s larger ships to visit.
•In anticipation of Celebration Key’s debut in July 2025, Carnival Cruise Line opened bookings for the destination’s new exclusive retreat, Pearl Cove Beach Club, which will offer a premium experience for guests with a large selection of supervillas, cabanas and shore excursions.
•Carnival Conquest, AIDAdiva and AIDAluna became the first cruise ships to connect to shore power at PortMiami, the Port of Stockholm and the Port of Oslo.
•AIDA Cruises successfully piloted a new advanced blended biofuel, which is specifically intended for the maritime industry and lowers greenhouse gas emissions compared to conventional fossil fuels.
•Seabourn Pursuit was named in a historic expedition ceremony, debuting its new itineraries visiting the Kimberley region in Australia.


Guidance

(See “Reconciliation of Forecasted Data”)

4Q 2024
Full Year 2024
Year over year change
Current Dollars
Constant Currency
Current Dollars
Constant Currency
Net yields
Approx. 7.0%Approx. 5.0%Approx. 11.0%Approx. 10.4%
Adjusted cruise costs excluding fuel per ALBD
Approx. 9.5%Approx. 8.0%Approx. 4.0%Approx. 3.5%

4Q 2024
Full Year 2024
ALBDs (in millions) (a)
24.0 95.6 
Capacity growth compared to prior year3.1 %4.7 %
Fuel consumption in metric tons (in millions)
0.72.9
Fuel cost per metric ton consumed (excluding European Union Allowance (“EUA”))$590 $658 
Fuel expense (including EUA expense) (in billions)
$0.43 $1.98 
Depreciation and amortization (in billions)
$0.67 $2.57 
Interest expense, net of capitalized interest and interest income (in billions)
$0.41 $1.68 
Adjusted EBITDA (in billions)
Approx. $1.14Approx. $6.0
Adjusted net income (loss) (in millions)
Approx. $60Approx. $1,760
Adjusted earnings per share - diluted (b)Approx. $0.05Approx. $1.33
Weighted-average shares outstanding - basic1,2961,273
Weighted-average shares outstanding - diluted1,3011,398

(a)    See “Notes to Statistical Information”

(b)    Diluted adjusted earnings per share includes the add-back of dilutive interest expense related to the company’s convertible notes of $94 million for full year 2024. The add-back expense is antidilutive to the fourth quarter of 2024 calculation and accordingly has been excluded.

Currencies (USD to 1)
4Q 2024
Full Year 2024
AUD$0.68 $0.67 
CAD$0.74 $0.74 
EUR$1.12 $1.09 
GBP$1.33 $1.28 

Sensitivities (impact to adjusted net income (loss) in millions)
4Q 2024
1% change in net yields$42 
1% change in adjusted cruise costs excluding fuel per ALBD
$27 
1% change in currency exchange rates$5 
10% change in fuel price$42 
100 basis point change in variable rate debt (including derivatives)$12 



Capital Expenditures

For the fourth quarter of 2024, newbuild capital expenditures are $0.2 billion and non-newbuild capital expenditures are $0.6 billion. These future capital expenditures will fluctuate with foreign currency movements relative to the U.S. Dollar. In addition, these figures do not include potential stage payments for ship orders that the company may place in the future.



Conference Call

The company has scheduled a conference call with analysts at 10:00 a.m. EDT (3:00 p.m. BST) today to discuss its earnings release. This call can be listened to live, and additional information including the company’s earnings presentation and debt maturities schedule, can be obtained via Carnival Corporation & plc’s website at www.carnivalcorp.com and www.carnivalplc.com.
Carnival Corporation & plc is the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines – AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises (Australia), P&O Cruises (UK), Princess Cruises, and Seabourn.
Additional information can be found on www.carnivalcorp.com, www.aida.de, www.carnival.com, www.costacruise.com, www.cunard.com, www.hollandamerica.com, www.pocruises.com.au, www.pocruises.com, www.princess.com and www.seabourn.com. For more information on Carnival Corporation’s industry-leading sustainability initiatives, visit www.carnivalsustainability.com.
MEDIA CONTACTINVESTOR RELATIONS CONTACT
Jody VenturoniBeth Roberts
+1 469 797 6380+1 305 406 4832



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
•Adjusted EBITDA
•Booking levels
•Adjusted earnings per share
•Occupancy
•Adjusted free cash flow
•Interest, tax and fuel expenses
•Net debt to adjusted EBITDA
•Currency exchange rates
•Net per diems
•Goodwill, ship and trademark fair values
•Net yields
•Liquidity and credit ratings
•Adjusted cruise costs per ALBD
•Investment grade leverage metrics
•Adjusted cruise costs excluding fuel per ALBD
•Estimates of ship depreciable lives and residual values
•Adjusted return on invested capital
•Adjusted net income (loss)
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. These factors include, but are not limited to, the following:
•Events and conditions around the world, including geopolitical uncertainty, war and other military actions, inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel have led, and may in the future lead, to a decline in demand for cruises as well as negative impacts to our operating costs and profitability.
•Pandemics have in the past and may in the future have a significant negative impact on our financial condition and operations.
•Incidents concerning our ships, guests or the cruise industry have in the past and may, in the future, negatively 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-money laundering, anti-corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and 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 targets, goals, aspirations, initiatives, and our public statements and disclosures regarding them, including those that are related to sustainability matters, 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 team members, our inability to recruit or retain qualified shoreside and shipboard team members 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 may be unable to deliver on their commitments, which could negatively 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 negatively impact 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.
•We require a significant amount of cash to service our debt and sustain our operations. Our ability to generate cash depends on many factors, including those beyond our control, and we may not be able to generate cash required to service our debt and sustain our operations.
•Our substantial debt could adversely affect our financial health and operating flexibility.

The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood. Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by our substantial debt balance incurred during the pause of our guest cruise operations. There may be additional risks that we consider immaterial or which are unknown.

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- and climate-related statements may be based on standards and tools for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions and predictions that are subject to change in the future and may not be generally shared.



CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in millions, except per share data)
 
 Three Months Ended August 31,Nine Months Ended
August 31,
 2024202320242023
Revenues
  Passenger ticket$5,239 $4,546 $12,609 $10,557 
  Onboard and other2,657 2,308 6,474 5,640 
7,896 6,854 19,083 16,197 
Operating Expenses
  Commissions, transportation and other958 823 2,510 2,097 
  Onboard and other866 752 2,043 1,785 
  Payroll and related575 585 1,812 1,768 
  Fuel515 468 1,546 1,492 
  Food393 364 1,099 1,000 
  Other operating995 928 2,796 2,546 
Cruise and tour operating expenses4,303 3,921 11,805 10,688 
Selling and administrative763 713 2,366 2,162 
Depreciation and amortization651 596 1,898 1,774 
5,718 5,230 16,070 14,624 
Operating Income (Loss)2,178 1,624 3,013 1,572 
Nonoperating Income (Expense)
 Interest income19 59 77 183 
 Interest expense, net of capitalized interest(431)(518)(1,352)(1,600)
 Debt extinguishment and modification costs(13)(81)(78)(112)
 Other income (expense), net(10)(19)(35)(67)
(435)(559)(1,388)(1,595)
Income (Loss) Before Income Taxes1,743 1,065 1,626 (23)
Income Tax Benefit (Expense), Net(8)9 (13)(3)
Net Income (Loss)$1,735 $1,074 $1,613 $(26)
Earnings Per Share
Basic$1.37 $0.85 $1.27 $(0.02)
Diluted$1.26 $0.79 $1.21 $(0.02)
Weighted-Average Shares Outstanding - Basic1,2671,2631,2661,262
Weighted-Average Shares Outstanding - Diluted1,3991,3961,3981,262









CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions, except par values)
 
 August 31,
2024		November 30, 2023
ASSETS
Current Assets
Cash and cash equivalents$1,522 $2,415 
Trade and other receivables, net632 556 
Inventories492 528 
Prepaid expenses and other980 1,767 
  Total current assets3,626 5,266 
Property and Equipment, Net42,380 40,116 
Operating Lease Right-of-Use Assets, Net1,383 1,265 
Goodwill579 579 
Other Intangibles1,173 1,169 
Other Assets665 725 
$49,805 $49,120 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt$2,214 $2,089 
Current portion of operating lease liabilities159 149 
Accounts payable1,062 1,168 
Accrued liabilities and other2,393 2,003 
Customer deposits6,436 6,072 
  Total current liabilities12,265 11,481 
Long-Term Debt26,642 28,483 
Long-Term Operating Lease Liabilities1,258 1,170 
Other Long-Term Liabilities1,042 1,105 
Shareholders’ Equity
Carnival Corporation common stock, $0.01 par value; 1,960 shares authorized; 1,253 shares issued at 2024 and 1,250 shares issued at 2023
13 12 
Carnival plc ordinary shares, $1.66 par value; 217 shares issued at 2024 and 2023
361 361 
Additional paid-in capital16,723 16,712 
Retained earnings1,798 185 
Accumulated other comprehensive income (loss)(1,894)(1,939)
Treasury stock, 130 shares at 2024 and 2023 of Carnival Corporation and 73 shares at 2024 and 2023 of Carnival plc, at cost
(8,404)(8,449)
  Total shareholders’ equity8,597 6,882 
$49,805 $49,120 



CARNIVAL CORPORATION & PLC
OTHER INFORMATION

OTHER BALANCE SHEET INFORMATION (in millions)
August 31, 2024November 30, 2023
Liquidity $4,519 $5,392 
Debt (current and long-term)$28,856 $30,572 
Customer deposits (current and long-term)$6,819 $6,353 

Three Months Ended
August 31,		Nine Months Ended
August 31,
STATISTICAL INFORMATION2024202320242023
Passenger cruise days (“PCDs”) (in millions) (a)
28.1 25.8 76.0 67.8 
ALBDs (in millions) (b)
25.2 23.7 71.7 68.1 
Occupancy percentage (c)
112 %109 %106 %100 %
Passengers carried (in millions)
3.9 3.6 10.3 9.3 
Fuel consumption in metric tons (in millions)
0.7 0.7 2.2 2.2 
Fuel consumption in metric tons per thousand ALBDs29.5 31.1 31.0 32.3 
Fuel cost per metric ton consumed (excluding EUA)$670 $636 $680 $681 
Currencies (USD to 1)
AUD$0.67 $0.66 $0.66 $0.67 
CAD$0.73 $0.75 $0.74 $0.74 
EUR$1.09 $1.09 $1.08 $1.08 
GBP$1.28 $1.27 $1.27 $1.24 

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 a 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.



CARNIVAL CORPORATION & PLC
NON-GAAP FINANCIAL MEASURES

Three Months Ended August 31,Nine Months Ended
August 31,
(in millions, except per share data)2024202320242023
Net income (loss)$1,735 $1,074 $1,613 $(26)
(Gains) losses on ship sales and impairments(6)— (6)(54)
 Debt extinguishment and modification costs13 81 78 112 
     Restructuring expenses9 1 20 16 
     Other— 20 — 43 
Adjusted net income (loss)$1,751 $1,176 $1,705 $90 
  Interest expense, net of capitalized interest431 518 1,352 1,600 
  Interest income(19)(59)(77)(183)
  Income tax benefit (expense), net8 (9)13 3 
  Depreciation and amortization651 596 1,898 1,774 
Adjusted EBITDA$2,822 $2,221 $4,890 $3,285 
Earnings per share - diluted (a)
$1.26 $0.79 $1.21 $(0.02)
Adjusted earnings per share - diluted (a)
$1.27 $0.86 $1.27 $0.07 
Weighted-average shares outstanding - diluted
1,399 1,396 1,398 1,262 

(a) Diluted earnings per share includes the add-back of dilutive interest expense related to the company’s convertible notes of $25 million and $73 million for the three and nine months ended August 31, 2024.


Three Months Ended August 31,Nine Months Ended
August 31,
(in millions)2024202320242023
Cash from (used in) operations$1,205 $1,834 $5,012 $3,359 
Capital expenditures (Purchases of Property and Equipment)(578)(837)(4,034)(2,609)
Proceeds from export credits— 140 2,314 1,157 
Adjusted free cash flow$627 $1,137 $3,292 $1,906 
(See Non-GAAP Financial Measures)


CARNIVAL CORPORATION & PLC
NON-GAAP FINANCIAL MEASURES (CONTINUED)

Gross margin per diems and net per diems were computed by dividing the gross margin and adjusted gross margin by PCDs. Gross margin yields and net yields were computed by dividing the gross margin and adjusted gross margin by ALBDs as follows:

Three Months Ended August 31,Nine Months Ended August 31,
(in millions, except per diems and yields data)20242024
Constant
Currency		202320242024
Constant
Currency		2023
Total revenues$7,896 $6,854 $19,083 $16,197 
Less: Cruise and tour operating expenses(4,303)(3,921)(11,805)(10,688)
Depreciation and amortization(651)(596)(1,898)(1,774)
Gross margin2,941 2,337 5,380 3,734 
Less: Tour and other revenues(181)(172)(222)(216)
Add: Payroll and related575 585 1,812 1,768 
  Fuel515 468 1,546 1,492 
  Food393 364 1,099 1,000 
  Ship and other impairments— — — — 
  Other operating995 928 2,796 2,546 
Depreciation and amortization651 596 1,898 1,774 
Adjusted gross margin$5,891 $5,894 $5,107 $14,307 $14,293 $12,099 
PCDs28.1 28.1 25.8 76.0 76.0 67.8 
Gross margin per diems (per PCD)
$104.49 $90.45 $70.80 $55.04 
% increase (decrease)16 %29 %
Net per diems (per PCD)
$209.28 $209.39 $197.64 $188.30 $188.10 $178.36 
% increase (decrease)5.9 %5.9 %5.6 %5.5 %
ALBDs25.2 25.2 23.7 71.7 71.7 68.1 
Gross margin yields (per ALBD)
$116.77 $98.50 $75.05 $54.85 
% increase (decrease)19 %37 %
Net yields (per ALBD)
$233.87 $234.00 $215.22 $199.60 $199.40 $177.73 
% increase (decrease)8.7 %8.7 %12 %12 %
(See Non-GAAP Financial Measures)





CARNIVAL CORPORATION & PLC
NON-GAAP FINANCIAL MEASURES (CONTINUED)

Cruise costs per ALBD, adjusted cruise costs per ALBD and adjusted cruise costs excluding fuel per ALBD were computed by dividing cruise costs, adjusted cruise costs and adjusted cruise costs excluding fuel by ALBDs as follows:

Three Months Ended August 31,Nine Months Ended August 31,
(in millions, except costs per ALBD data)20242024
Constant
Currency		202320242024
Constant
Currency		2023
Cruise and tour operating expenses$4,303 $3,921 $11,805 $10,688 
Selling and administrative expenses763 713 2,366 2,162 
Less: Tour and other expenses(105)(112)(174)(190)
Cruise costs4,962 4,522 13,998 12,660 
Less: Commissions, transportation and other(958)(823)(2,510)(2,097)
  Onboard and other costs(866)(752)(2,043)(1,785)
Gains (losses) on ship sales and impairments6 — 6 54 
Restructuring expenses(9)(1)(20)(16)
Other— — — — 
Adjusted cruise costs3,134 3,138 2,946 9,430 9,421 8,817 
Less: Fuel(515)(515)(468)(1,546)(1,546)(1,492)
Adjusted cruise costs excluding fuel$2,619 $2,622 $2,478 $7,885 $7,876 $7,325 
ALBDs25.225.223.771.771.768.1
Cruise costs per ALBD$196.98$190.58$195.29$185.97
% increase (decrease) 3.4 %5.0 %
Adjusted cruise costs per ALBD$124.44$124.56$124.16$131.56$131.44$129.51
% increase (decrease) 0.2 %0.3 %1.6 %1.5 %
Adjusted cruise costs excluding fuel per ALBD$103.97$104.09$104.42$110.00$109.87$107.59
% increase (decrease) (0.4)%(0.3)%2.2 %2.1 %
(See Non-GAAP Financial Measures)






Non-GAAP Financial Measures

We use non-GAAP financial measures and they are provided along with their most comparative U.S. GAAP financial measure:

Non-GAAP Measure U.S. GAAP Measure Use Non-GAAP Measure to Assess
•Adjusted net income (loss) and adjusted EBITDA
•Net income (loss)
•Company Performance
•Adjusted earnings per share
•Earnings per share
•Company Performance
•Adjusted free cash flow
•Cash from (used in) operations
•Impact on Liquidity Level
•Net debt to adjusted EBITDA
—
•Company Leverage
•Net per diems
•Gross margin per diems
•Cruise Segments Performance
•Net yields
•Gross margin yields
•Cruise Segments Performance
•Adjusted cruise costs per ALBD and adjusted cruise costs excluding fuel per ALBD
•Gross cruise costs per ALBD
•Cruise Segments Performance
•Adjusted ROIC
—
•Company Performance

The presentation of our non-GAAP financial information is not intended to be considered in isolation from, as a substitute for, or superior to the financial information prepared in accordance with U.S. GAAP. It is possible that our non-GAAP financial measures may not be exactly comparable to the like-kind information presented by other companies, which is a potential risk associated with using these measures to compare us to other companies.

Adjusted net income (loss) and adjusted earnings per share provide additional information to us and investors about our future earnings performance by excluding certain gains, losses and expenses that we believe are not part of our core operating business and are not an indication of our future earnings performance. We believe that gains and losses on ship sales, impairment charges, debt extinguishment and modification costs, restructuring costs and certain other gains and losses are not part of our core operating business and are not an indication of our future earnings performance.

Adjusted EBITDA provides additional information to us and investors about our core operating profitability by excluding certain gains, losses and expenses that we believe are not part of our core operating business and are not an indication of our future earnings performance as well as excluding interest, taxes and depreciation and amortization. In addition, we believe that the presentation of adjusted EBITDA provides additional information to us and investors about our ability to operate our business in compliance with the covenants set forth in our debt agreements. We define adjusted EBITDA as adjusted net income (loss) adjusted for (i) interest, (ii) taxes and (iii) depreciation and amortization. There are material limitations to using adjusted EBITDA. Adjusted EBITDA does not take into account certain significant items that directly affect our net income (loss). These limitations are best addressed by considering the economic effects of the excluded items independently and by considering adjusted EBITDA in conjunction with net income (loss) as calculated in accordance with U.S. GAAP.

Adjusted free cash flow provides additional information to us and investors to assess our ability to repay our debt after making the capital investments required to support ongoing business operations and value creation as well as the impact on the company’s liquidity level. Adjusted free cash flow represents net cash provided by operating activities adjusted for capital expenditures (purchases of property and equipment) and proceeds from export credits that are provided for related capital expenditures. Adjusted free cash flow does not represent the residual cash flow available for discretionary expenditures as it excludes certain mandatory expenditures such as repayment of maturing debt.

Net debt to adjusted EBITDA provides additional information to us and investors about our overall leverage. We define net debt to adjusted EBITDA as total debt less cash and cash equivalents excluding a minimum cash balance divided by twelve-month adjusted EBITDA.

Net per diems and net yields enable us and investors to measure the performance of our cruise segments on a per PCD and per ALBD basis. We use adjusted gross margin rather than gross margin to calculate net per diems and net yields. We believe that adjusted gross margin is a more meaningful measure in determining net per diems and net yields than gross margin because it reflects the cruise revenues earned net of only our most significant variable costs, which are travel agent commissions, cost of air and other transportation, certain other costs that are directly associated with onboard and other revenues and credit and debit card fees.



Adjusted cruise costs per ALBD and adjusted cruise costs excluding fuel per ALBD enable us and investors to separate the impact of predictable capacity or ALBD changes from price and other changes that affect our business. We believe these non-GAAP measures provide useful information to us and investors and expanded insight to measure our cost performance. Adjusted cruise costs per ALBD and adjusted cruise costs excluding fuel per ALBD are the measures we use to monitor our ability to control our cruise segments’ costs rather than cruise costs per ALBD. We exclude gains and losses on ship sales, impairment charges, restructuring costs and certain other gains and losses that we believe are not part of our core operating business as well as excluding our most significant variable costs, which are travel agent commissions, cost of air and other transportation, certain other costs that are directly associated with onboard and other revenues and credit and debit card fees. We exclude fuel expense to calculate adjusted cruise costs excluding fuel. The price of fuel, over which we have no control, impacts the comparability of period-to-period cost performance. The adjustment to exclude fuel provides us and investors with supplemental information to understand and assess the company’s non-fuel adjusted cruise cost performance. Substantially all of our adjusted cruise costs excluding fuel are largely fixed, except for the impact of changing prices once the number of ALBDs has been determined.

Adjusted ROIC provides additional information to us and investors about our operating performance relative to the capital we have invested in the company. We define adjusted ROIC as the twelve-month adjusted net income (loss) before interest expense and interest income divided by the monthly average of debt plus equity minus construction-in-progress, excess cash, goodwill and intangibles.

Reconciliation of Forecasted Data

We have not provided a reconciliation of forecasted non-GAAP financial measures to the most comparable U.S. GAAP financial measures because preparation of meaningful U.S. GAAP forecasts would require unreasonable effort. We are unable to predict, without unreasonable effort, the future movement of foreign exchange rates and fuel prices. We are unable to determine the future impact of gains and losses on ship sales, impairment charges, debt extinguishment and modification costs, restructuring costs and certain other non-core gains and losses.

Constant Currency

Our operations primarily utilize the U.S. dollar, Australian dollar, euro and sterling as functional currencies to measure results
and financial condition. Functional currencies other than the U.S. dollar subject us to foreign currency translational risk. Our operations also have revenues and expenses that are in currencies other than their functional currency, which subject us to foreign currency transactional risk.

Constant currency reporting removes the impact of changes in exchange rates on the translation of our operations plus the transactional impact of changes in exchange rates from revenues and expenses that are denominated in a currency other than the functional currency.

We report adjusted gross margin, net yields, net per diems, adjusted cruise costs excluding fuel and adjusted cruise costs excluding fuel per ALBD on a “constant currency” basis assuming the current periods’ currency exchange rates have remained constant with the prior periods’ rates. These metrics facilitate a comparative view for the changes in our business in an environment with fluctuating exchange rates.

Examples:

•The translation of our operations with functional currencies other than U.S. dollar to our U.S. dollar reporting currency results in decreases in reported U.S. dollar revenues and expenses if the U.S. dollar strengthens against these foreign currencies and increases in reported U.S. dollar revenues and expenses if the U.S. dollar weakens against these foreign currencies.

•Our operations have revenue and expense transactions in currencies other than their functional currency. If their functional currency strengthens against these other currencies, it reduces the functional currency revenues and expenses. If the functional currency weakens against these other currencies, it increases the functional currency revenues and expenses.

v3.24.3
Cover
Sep. 30, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 30, 2024
Entity Registrant Name Carnival Corporation
Entity Incorporation, State or Country Code R1
Entity File Number 001-9610
Entity Tax Identification Number 59-1562976
Entity Address, Address Line One 3655 N.W. 87th Avenue
Entity Address, City or Town Miami
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33178-2428
City Area Code 305
Local Phone Number 599-2600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000815097
Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock ($0.01 par value)
Trading Symbol CCL
Security Exchange Name NYSE
Carnival PLC  
Entity Information [Line Items]  
Entity Registrant Name Carnival plc
Entity Incorporation, State or Country Code X0
Entity File Number 001-15136
Entity Tax Identification Number 98-0357772
Entity Address, Address Line One Carnival House
Entity Address, Address Line Two 100 Harbour Parade
Entity Address, City or Town Southampton
Entity Address, Postal Zip Code SO15 1ST
Entity Address, Country GB
City Area Code 011
Local Phone Number 44 23 8065 5000
Entity Central Index Key 0001125259
Carnival PLC | Ordinary Shares  
Entity Information [Line Items]  
Title of 12(b) Security Ordinary Shares each represented by American Depositary Shares ($1.66 par value)
Trading Symbol CUK
Security Exchange Name NYSE
Carnival PLC | 1.000% Senior Notes due 2029  
Entity Information [Line Items]  
Title of 12(b) Security 1.000% Senior Notes due 2029
Trading Symbol CUK29
Security Exchange Name NYSE
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