Cover Page
Cover Page - shares | 9 Months Ended | |
Aug. 31, 2023 | Sep. 22, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Aug. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-9610 | |
Entity Registrant Name | Carnival Corporation | |
Entity Incorporation, State or Country Code | R1 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,119,445,229 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000815097 | |
Current Fiscal Year End Date | --11-30 | |
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 File Number | 001-15136 | |
Entity Registrant Name | Carnival plc | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-0357772 | |
Entity Address, Address Line One | Carnival House, 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 Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 186,815,096 | |
Entity Central Index Key | 0001125259 | |
Current Fiscal Year End Date | --11-30 | |
Carnival PLC | Ordinary Shares | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Ordinary Shares each represented by American Depository Shares ($1.66 par value) | |
Trading Symbol | CUK | |
Security Exchange Name | NYSE | |
Carnival PLC | 1.000% Senior Notes Due 2029 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.000% Senior Notes due 2029 | |
Trading Symbol | CUK29 | |
Security Exchange Name | NYSE |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Revenues | ||||
Revenues | $ 6,854 | $ 4,305 | $ 16,197 | $ 8,329 |
Operating Expenses | ||||
Commissions, transportation and other | 823 | 565 | 2,097 | 1,141 |
Onboard and other | 752 | 537 | 1,785 | 1,060 |
Payroll and related | 585 | 563 | 1,768 | 1,601 |
Fuel | 468 | 668 | 1,492 | 1,577 |
Food | 364 | 259 | 1,000 | 586 |
Ship and other impairments | 0 | 0 | 0 | 8 |
Other operating | 928 | 787 | 2,546 | 2,118 |
Cruise and tour operating expenses | 3,921 | 3,379 | 10,688 | 8,092 |
Selling and administrative | 713 | 625 | 2,162 | 1,774 |
Depreciation and amortization | 596 | 581 | 1,774 | 1,707 |
Costs and expenses | 5,230 | 4,585 | 14,624 | 11,573 |
Operating Income (Loss) | 1,624 | (279) | 1,572 | (3,244) |
Nonoperating Income (Expense) | ||||
Interest income | 59 | 24 | 183 | 34 |
Interest expense, net of capitalized interest | (518) | (422) | (1,600) | (1,161) |
Debt extinguishment and modification costs | (81) | 0 | (112) | 0 |
Other income (expense), net | (19) | (81) | (67) | (108) |
Nonoperating Income (Expense) | (559) | (479) | (1,595) | (1,235) |
Income (Loss) Before Income Taxes | 1,065 | (759) | (23) | (4,478) |
Income Tax Benefit (Expense), Net | 9 | (11) | (3) | (17) |
Net Income (Loss) | $ 1,074 | $ (770) | $ (26) | $ (4,495) |
Earnings Per Share | ||||
Basic (in dollars per share) | $ 0.85 | $ (0.65) | $ (0.02) | $ (3.89) |
Diluted (in dollars per share) | $ 0.79 | $ (0.65) | $ (0.02) | $ (3.89) |
Passenger ticket | ||||
Revenues | ||||
Revenues | $ 4,546 | $ 2,595 | $ 10,557 | $ 4,753 |
Onboard and other | ||||
Revenues | ||||
Revenues | $ 2,308 | $ 1,711 | $ 5,640 | $ 3,577 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss) | $ 1,074 | $ (770) | $ (26) | $ (4,495) |
Items Included in Other Comprehensive Income (Loss) | ||||
Change in foreign currency translation adjustment | (17) | (283) | 82 | (529) |
Other | 24 | 1 | 4 | 6 |
Other Comprehensive Income (Loss) | 7 | (282) | 86 | (523) |
Total Comprehensive Income (Loss) | $ 1,081 | $ (1,052) | $ 60 | $ (5,018) |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions | Aug. 31, 2023 | Nov. 30, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 2,842 | $ 4,029 |
Restricted cash | 18 | 1,988 |
Trade and other receivables, net | 485 | 395 |
Inventories | 483 | 428 |
Prepaid expenses and other | 855 | 652 |
Total current assets | 4,683 | 7,492 |
Property and Equipment, Net | 39,952 | 38,687 |
Operating Lease Right-of-Use Assets, Net | 1,277 | 1,274 |
Goodwill | 579 | 579 |
Other Intangibles | 1,168 | 1,156 |
Other Assets | 2,098 | 2,515 |
Total assets | 49,756 | 51,703 |
Current Liabilities | ||
Short-term borrowings | 0 | 200 |
Current portion of long-term debt | 1,780 | 2,393 |
Current portion of operating lease liabilities | 153 | 146 |
Accounts payable | 1,103 | 1,050 |
Accrued liabilities and other | 2,017 | 1,942 |
Customer deposits | 5,955 | 4,874 |
Total current liabilities | 11,008 | 10,605 |
Long-Term Debt | 29,516 | 31,953 |
Long-Term Operating Lease Liabilities | 1,180 | 1,189 |
Other Long-Term Liabilities | 1,091 | 891 |
Contingencies and Commitments | ||
Shareholders’ Equity | ||
Additional paid-in capital | 16,699 | 16,872 |
Retained earnings | 233 | 269 |
Accumulated other comprehensive income (loss) (“AOCI”) | (1,896) | (1,982) |
Treasury stock, 130 shares at 2023 and 2022 of Carnival Corporation and 73 shares at 2023 and 72 shares at 2022 of Carnival plc, at cost | (8,449) | (8,468) |
Total shareholders’ equity | 6,960 | 7,065 |
Total liabilities and shareholders' equity | 49,756 | 51,703 |
Common Stock | ||
Shareholders’ Equity | ||
Common stock | 12 | 12 |
Ordinary Shares | ||
Shareholders’ Equity | ||
Common stock | $ 361 | $ 361 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares shares in Millions | Aug. 31, 2023 | Nov. 30, 2022 |
Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,960 | 1,960 |
Common stock, shares issued (in shares) | 1,250 | 1,244 |
Treasury stock, shares (in shares) | 130 | 130 |
Ordinary Shares | Carnival PLC | ||
Common stock, par value (in dollars per share) | $ 1.66 | $ 1.66 |
Common stock, shares issued (in shares) | 217 | 217 |
Treasury stock, shares (in shares) | 73 | 72 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions | 9 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (26) | $ (4,495) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
Depreciation and amortization | 1,774 | 1,707 |
Impairments | 19 | 8 |
Debt extinguishment and modification costs | 99 | 0 |
(Income) loss from equity-method investments | 16 | 0 |
Share-based compensation | 43 | 79 |
Amortization of discounts and debt issue costs | 126 | 131 |
Noncash lease expense | 109 | 103 |
Gain on sales of ships | (54) | (6) |
Other | 39 | 36 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | 2,145 | (2,438) |
Changes in operating assets and liabilities | ||
Receivables | (99) | (134) |
Inventories | (43) | (87) |
Prepaid expenses and other assets | 74 | (716) |
Accounts payable | 31 | 176 |
Accrued liabilities and other | 155 | 262 |
Customer deposits | 1,097 | 1,383 |
Net cash provided by (used in) operating activities | 3,359 | (1,553) |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (2,609) | (3,759) |
Proceeds from sales of ships | 260 | 55 |
Purchase of short-term investments | 0 | (315) |
Proceeds from maturity of short-term investments | 0 | 515 |
Other | 28 | 37 |
Net cash provided by (used in) investing activities | (2,322) | (3,467) |
FINANCING ACTIVITIES | ||
Repayments of short-term borrowings | (200) | (114) |
Principal repayments of long-term debt | (6,828) | (1,073) |
Debt issuance costs | (116) | (116) |
Debt extinguishment costs | (67) | 0 |
Proceeds from issuance of long-term debt | 2,961 | 3,334 |
Proceeds from issuance of common stock | 5 | 1,180 |
Proceeds from issuance of common stock under the Stock Swap Program | 22 | 89 |
Purchase of treasury stock under the Stock Swap Program | (20) | (82) |
Other | 14 | 0 |
Net cash provided by (used in) financing activities | (4,229) | 3,217 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 25 | (67) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (3,166) | (1,870) |
Cash, cash equivalents and restricted cash at beginning of period | 6,037 | 8,976 |
Cash, cash equivalents and restricted cash at end of period | $ 2,870 | $ 7,107 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Millions | Total | Common stock | Ordinary shares | Additional paid-in capital | Retained earnings (accumulated deficit) | AOCI | Treasury stock | |
Beginning balance at Nov. 30, 2021 | $ 12,144 | $ 11 | $ 361 | $ 15,292 | $ 6,448 | $ (1,501) | $ (8,466) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (4,495) | (4,495) | ||||||
Other comprehensive income (loss) | (523) | (523) | ||||||
Issuance of common stock, net | 1,180 | 1 | 1,178 | |||||
Purchases and issuances under the Stock Swap program, net | 8 | 89 | (82) | |||||
Issuance of treasury shares for vested share-based awards | 0 | (84) | 84 | |||||
Share-based compensation and other | 66 | 67 | (1) | |||||
Ending balance at Aug. 31, 2022 | 8,379 | 12 | 361 | 16,626 | 1,868 | (2,024) | (8,464) | |
Beginning balance at May. 31, 2022 | 8,260 | 11 | 361 | 15,457 | 2,649 | (1,742) | (8,476) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (770) | (770) | ||||||
Other comprehensive income (loss) | (282) | (282) | ||||||
Issuance of common stock, net | 1,149 | 1 | 1,148 | |||||
Issuance of treasury shares for vested share-based awards | 0 | (12) | 12 | |||||
Share-based compensation and other | 22 | 22 | ||||||
Ending balance at Aug. 31, 2022 | 8,379 | 12 | 361 | 16,626 | 1,868 | (2,024) | (8,464) | |
Beginning balance at Nov. 30, 2022 | 7,065 | 12 | 361 | 16,872 | 269 | (1,982) | (8,468) | |
Beginning balance (Cumulative Effect, Period of Adoption, Adjusted Balance) at Nov. 30, 2022 | [1] | (239) | (229) | (10) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (26) | (26) | ||||||
Other comprehensive income (loss) | 86 | 86 | ||||||
Issuance of common stock, net | 5 | 5 | ||||||
Conversion of Convertible Notes | 3 | 3 | ||||||
Purchases and issuances under the Stock Swap program, net | 2 | 22 | (20) | |||||
Issuance of treasury shares for vested share-based awards | 0 | (41) | 41 | |||||
Share-based compensation and other | 65 | 67 | (2) | |||||
Ending balance at Aug. 31, 2023 | 6,960 | 12 | 361 | 16,699 | 233 | (1,896) | (8,449) | |
Beginning balance at May. 31, 2023 | 5,865 | 12 | 361 | 16,684 | (841) | (1,903) | (8,449) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 1,074 | 1,074 | ||||||
Other comprehensive income (loss) | 7 | 7 | ||||||
Share-based compensation and other | 15 | 15 | ||||||
Ending balance at Aug. 31, 2023 | $ 6,960 | $ 12 | $ 361 | $ 16,699 | $ 233 | $ (1,896) | $ (8,449) | |
[1] We adopted the provisions of Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity’s Own Equity on December 1, 2022. |
General
General | 9 Months Ended |
Aug. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General The consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries. Together with their consolidated subsidiaries, they are referred to collectively in these consolidated financial statements and elsewhere in this joint Quarterly Report on Form 10-Q as “Carnival Corporation & plc,” “our,” “us” and “we.” Liquidity As of August 31, 2023, we had $5.7 billion of liquidity including cash and cash equivalents and borrowings available under our $1.7 billion, €1.0 billion and £0.2 billion multi-currency revolving credit facility (the “Revolving Facility”). We believe that we have sufficient liquidity to fund our obligations and expect to remain in compliance with our financial covenants for at least the next twelve months from the issuance of these financial statements. Refer to Note 3 - “Debt” for additional details regarding the applicable financial covenants. We will continue to pursue various opportunities to refinance future debt maturities to reduce interest expense and/or to extend the maturity dates associated with our existing indebtedness and obtain relevant financial covenant amendments or waivers, if needed. Basis of Presentation The Consolidated Statements of Income (Loss), the Consolidated Statements of Comprehensive Income (Loss), the Consolidated Statements of Cash Flows and the Consolidated Statements of Shareholders’ Equity for the three and nine months ended August 31, 2023 and 2022, and the Consolidated Balance Sheet at August 31, 2023 are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement. Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2022 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S. Securities and Exchange Commission on January 27, 2023. Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year. Use of Estimates and Risks and Uncertainty The preparation of our interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported and disclosed. The full extent to which the effects of the pandemic, inflation, higher fuel prices, higher taxes, higher interest rates and fluctuations in foreign currency rates will directly or indirectly impact our business, operations, results of operations and financial condition, including our valuation of goodwill and trademarks, impairment of ships and collectability of trade and notes receivables, will depend on future developments that are uncertain. We have made reasonable estimates and judgments of such items within our financial statements and there may be changes to those estimates in future periods. Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. In December 2022, the FASB deferred the date through which this guidance can be applied from December 31, 2022 to December 31, 2024. We adopted this new guidance during 2022 and applied it prospectively to contract modifications related to a change in reference rate. As of August 31, 2023, all of our outstanding debt and derivative instruments referenced to U.S. dollar LIBOR were transitioned to Term Secured Overnight Financing Rate (“SOFR”). The adoption of this guidance did not have a material impact on our consolidated financial statements. The FASB issued guidance, Debt - Debt with Conversion and Other Option s and Derivative and Hedging - Contracts in Entity’s Own Equity , which simplifies the accounting for convertible instruments. This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. On December 1, 2022, we adopted this guidance using the modified retrospective approach to recognize our convertible notes as single unit liability instruments, as they do not qualify as derivatives under ASC 815, Derivatives and Hedging , and were not issued at a substantial premium. Accordingly, upon adoption we recorded a $239 million increase to debt, primarily as a result of the reversal of the remaining non-cash convertible debt discount, as well as a reduction of $229 million to additional paid in capital. The cumulative effect of the adoption of this guidance resulted in a $10 million decrease to retained earnings. In September 2022, the FASB issued guidance, Liabilities-Supplier Finance Programs - Disclosure of Supplier Finance Program Obligations . This guidance requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This guidance is expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. This guidance is required to be adopted by us in the first quarter of 2024, except for the amendment on roll forward information which is required to be adopted by us for the financial year commencing on December 1, 2024. We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements. |
Revenue and Expense Recognition
Revenue and Expense Recognition | 9 Months Ended |
Aug. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Expense Recognition | Revenue and Expense Recognition Guest cruise deposits and advance onboard purchases are initially included in customer deposits when received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct costs and expenses of a voyage are recognized as cruise costs and expenses, upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in excess of ten nights. The impact of recognizing these shorter duration cruise revenues and costs and expenses on a completed voyage basis versus on a pro rata basis is not material. Certain of our product offerings are bundled and we allocate the value of the bundled services and goods between passenger ticket revenues and onboard and other revenues based upon the estimated standalone selling prices of those goods and services. Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of cancellation. Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related costs of purchasing these services are included in transportation costs. The proceeds that we collect from the sales of third-party shore excursions are included in onboard and other revenues and the related costs are included in onboard and other costs. The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted to them, are included in onboard and other revenues as concession revenues. All of these amounts are recognized on a completed voyage or pro rata basis as discussed above. Passenger ticket revenues include fees, taxes and charges collected by us from our guests. The fees, taxes and charges that vary with guest head counts and are directly imposed on a revenue-producing arrangement are expensed in commissions, transportation and other costs when the corresponding revenues are recognized. For the three and nine months ended August 31, fees, taxes, and charges included in commissions, transportation and other costs were $211 million and $555 million in 2023 and $141 million and $305 million in 2022. The remaining portion of fees, taxes and charges are expensed in other operating expenses when the corresponding revenues are recognized. Revenues and expenses from our hotel and transportation operations, which are included in our Tour and Other segment, are recognized at the time the services are performed. Customer Deposits Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage. Cash received from guests in advance of the cruise is recorded in customer deposits and in other long-term liabilities on our Consolidated Balance Sheets. These amounts include refundable deposits. In certain situations, we have provided flexibility to guests by allowing guests to rebook at a future date, receive future cruise credits (“FCCs”) or elect to receive refunds in cash. We have at times issued enhanced FCCs. Enhanced FCCs provide the guest with an additional credit value above the original cash deposit received, and the enhanced value is recognized as a discount applied to the future cruise in the period used. We record a liability for unexpired FCCs to the extent we have received and not refunded cash from guests for cancelled bookings. We had total customer deposits of $6.3 billion as of August 31, 2023 and $5.1 billion as of November 30, 2022, which includes approximately $160 million of unredeemed FCCs as of August 31, 2023, of which approximately $114 million are refundable. Given the lack of comparable historical experience of FCC redemptions, we are unable to estimate the amount of FCCs that will be used in future periods or that may be refunded. Refunds payable to guests who have elected cash refunds are recorded in accounts payable. During the nine months ended August 31, 2023 and 2022, we recognized revenues of $3.9 billion and $1.7 billion related to our customer deposits as of November 30, 2022 and 2021. Our customer deposits balance changes due to the seasonal nature of cash collections, the recognition of revenue, refunds of customer deposits and foreign currency changes. Trade and Other Receivables Although we generally require full payment from our customers prior to or concurrently with their cruise, we grant credit terms to a relatively small portion of our revenue source. We have receivables from credit card merchants and travel agents for cruise ticket purchases and onboard revenue. These receivables are included within trade and other receivables, net and are less allowances for expected credit losses. 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. These reserve funds are included in other assets. Contract Costs We recognize incremental travel agent commissions and credit and debit card fees incurred as a result of obtaining the ticket contract as assets when paid prior to the start of a voyage. We record these amounts within prepaid expenses and other and subsequently recognize these amounts as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation. We had incremental costs of obtaining contracts with customers recognized as assets of $272 million as of August 31, 2023 and $218 million as of November 30, 2022 . |
Debt
Debt | 9 Months Ended |
Aug. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt August 31, November 30, (in millions) Maturity Rate (a) (b) 2023 2022 Secured Subsidiary Guaranteed Notes Notes Feb 2026 10.5% $ — $ 775 EUR Notes Feb 2026 10.1% — 439 Notes Jun 2027 7.9% 192 192 Notes Aug 2027 9.9% 870 900 Notes Aug 2028 4.0% 2,406 2,406 Notes Aug 2029 7.0% 500 — Loans EUR floating rate Jun 2025 EURIBOR + 3.8% 844 808 Floating rate Jun 2025 - Oct 2028 SOFR + 3.0 - 3.3% 3,576 4,101 Total Secured Subsidiary Guaranteed 8,388 9,621 Senior Priority Subsidiary Guaranteed Notes May 2028 10.4% 2,030 2,030 Unsecured Subsidiary Guaranteed Revolver Facility (c) (c) — 200 Notes Convertible Notes Apr 2023 5.8% — 96 Convertible Notes Oct 2024 5.8% 426 426 Notes Mar 2026 7.6% 1,362 1,450 EUR Notes Mar 2026 7.6% 544 517 Notes Mar 2027 5.8% 3,260 3,500 Convertible Notes Dec 2027 5.8% 1,131 1,131 Notes May 2029 6.0% 2,000 2,000 Notes Jun 2030 10.5% 1,000 1,000 Loans Floating rate Jul 2024 - Sep 2024 LIBOR + 3.8% — 590 GBP floating rate Feb 2025 SONIA + 0.9% — 419 EUR floating rate (d) Apr 2024 - Mar 2026 EURIBOR + 2.4 - 4.0% 716 827 Export Credit Facilities Floating rate Dec 2031 SOFR + 0.8% (e) 583 1,246 Fixed rate Aug 2027 - Dec 2032 2.4 - 3.4% 2,870 3,143 EUR floating rate May 2024 - Nov 2034 EURIBOR + 0.2 - 0.8% 3,165 3,882 EUR fixed rate Feb 2031 - Jul 2037 1.1 - 3.4% 3,640 2,592 Total Unsecured Subsidiary Guaranteed 20,698 23,019 Unsecured Notes (No Subsidiary Guarantee) Notes Oct 2023 7.2% 125 125 Notes Jan 2028 6.7% 200 200 EUR Notes Oct 2029 1.0% 653 620 Total Unsecured Notes (No Subsidiary Guarantee) 978 945 Total Debt 32,093 35,615 Less: unamortized debt issuance costs and discounts (797) (1,069) Total Debt, net of unamortized debt issuance costs and discounts 31,296 34,546 Less: short-term borrowings — (200) Less: current portion of long-term debt (1,780) (2,393) Long-Term Debt $ 29,516 $ 31,953 (a) The reference rates, together with any applicable credit adjustment spread, for substantially all of our variable debt have 0.0% to 0.75% floors. During 2023, we amended certain of our variable debt instruments to change the reference rate from LIBOR to SOFR. (b) The above debt table excludes the impact of any outstanding derivative contracts. The interest rates on some of our debt fluctuate based on the applicable rating of senior unsecured long-term securities of Carnival Corporation or Carnival plc. (c) See “Short-Term Borrowings” below. (d) In March 2023, we entered into an amendment of a EUR floating rate loan to extend maturity through April 2024. (e) The interest rate for the unsecured floating rate export credit facility for the current interest period is referenced to LIBOR. Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding the following: • $0.5 billion under a term loan facility of Costa Crociere S.p.A. (“Costa”), a subsidiary of Carnival plc • $2.0 billion of senior priority notes (the “2028 Senior Priority Notes”) issued by Carnival Holdings (Bermuda) Limited (“Carnival Holdings”), a subsidiary of Carnival Corporation • $0.2 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation • $0.1 billion under an export credit facility of Sun Princess II Limited, a subsidiary of Carnival Corporation In addition, Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”) will be the primary obligor under a $2.1 billion multi-currency revolving facility (“New Revolving Facility”) when the New Revolving Facility replaces our Revolving Facility upon its maturity in August 2024. See “New Revolving Facility.” All of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the following: • Up to $250 million of the Costa term loan facility, which is guaranteed by certain subsidiaries of Carnival plc and Costa that do not guarantee our other outstanding debt • Our 2028 Senior Priority Notes, issued by Carnival Holdings, which does not guarantee our other outstanding debt • The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt As of August 31, 2023, the scheduled maturities of our debt are as follows: (in millions) Year Principal Payments 4Q 2023 $ 462 2024 2,046 2025 2,211 2026 3,194 2027 6,690 Thereafter 17,490 Total $ 32,093 Short-Term Borrowings As of August 31, 2023, we did not have short-term borrowings. As of November 30, 2022, our short-term borrowings consisted of $0.2 billion under our Revolving Facility. We may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2024, subject to satisfaction of the conditions in the facility. We had $2.9 billion available for borrowing under our Revolving Facility as of August 31, 2023. The Revolving Facility bears interest at a rate of term SOFR, in relation to any loan in U.S. dollars, EURIBOR, in relation to any loan in euros or daily compounding SONIA, in relation to any loan in sterling, plus a margin based on the long-term credit ratings of Carnival Corporation and also includes an emissions linked margin adjustment whereby, after the initial applicable margin is set per the margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual carbon emissions goals. We are required to pay a commitment fee on any unutilized portion. New Revolving Facility In February 2023, Carnival Holdings II entered into the New Revolving Facility. The New Revolving Facility may be utilized beginning on August 6, 2024, and will replace our Revolving Facility upon its maturity in August 2024. The termination date of the New Revolving Facility is August 6, 2025, subject to two, mutual one-year extension options. The new facility also contains an accordion feature, allowing for additional commitments, up to an aggregate of $2.9 billion, which are the aggregate commitments under our Revolving Facility. Borrowings under the New Revolving Facility will bear interest at a rate of term SOFR, in relation to any loan in U.S. dollars, EURIBOR, in relation to any loan in euros or daily compounding SONIA, in relation to any loan in sterling, plus a margin based on the long-term credit ratings of Carnival Corporation. The New Revolving Facility also includes an emissions linked margin adjustment whereby, after the initial applicable margin is set per the margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual carbon emissions goals. In addition, we are required to pay certain fees on the aggregate unused commitments under the New Revolving Facility and the Revolving Facility. In connection with the New Revolving Facility, Carnival Corporation, Carnival plc and its subsidiaries will contribute three unencumbered vessels (net book value of $3.0 billion as of August 31, 2023) to Carnival Holdings II (which must be completed no later than February 28, 2024). Each of the vessels will continue to be operated under one of the Carnival Corporation & plc brands. Carnival Holdings II does not guarantee our other outstanding debt. Term Loan Refinancing In August 2023, we issued $500 million aggregate principal amount of 7.0% first-priority senior secured notes due on August 15, 2029 (the “2029 Senior Secured Notes”) and borrowed an aggregate principal amount of $1.3 billion under a new senior secured first lien term loan B facility, which bears interest at a rate per annum equal to SOFR (with a 0.75% floor) plus 3.0% and matures on August 8, 2027 (the “New Secured Term Loan Facility”). We used the proceeds from these borrowings to prepay borrowings outstanding under our existing first-priority senior secured term loan facility maturing in 2025. The 2029 Senior Secured Notes and borrowings under the New Secured Term Loan Facility are fully and unconditionally guaranteed, jointly and severally, on a first-priority senior secured basis by Carnival plc and certain of our subsidiaries that also guarantee our existing first- and second-priority secured indebtedness, certain of our unsecured notes and our convertible notes. The 2029 Senior Secured Notes and borrowings under the New Secured Term Loan Facility are included within the total Secured Subsidiary Guaranteed balance in the debt table above. Redemptions and Retirements During the three months ended August 31, 2023, we redeemed the outstanding principal amount of $775 million of our 10.5% second-priority senior secured notes due in 2026 and the outstanding principal amount of $465 million of our 10.1% second-priority senior secured EUR notes due in 2026, and retired $30 million aggregate principal amount of our 9.9% second-priority senior secured notes due in 2027. Our second-priority senior secured notes are included within the total Secured Subsidiary Guaranteed balance in the debt table above. In addition, we retired $240 million aggregate principal amount of our 5.8% unsecured notes due in 2027, $88 million aggregate principal amount of our 7.6% unsecured notes due in 2026 and $750 million of our unsecured loans maturing from 2024 through 2025. Our unsecured notes and loans are included within the total Unsecured Subsidiary Guaranteed balance in the debt table above. Export Credit Facility Borrowings During the nine months ended August 31, 2023, we borrowed $1.1 billion under export credit facilities due in semi-annual installments through 2037. In addition, we paid down $1.0 billion of floating rate unsecured borrowings mostly with 2023 and 2024 maturities. As of August 31, 2023, the net book value of the vessels subject to negative pledges was $15.7 billion. Collateral and Priority Pool As of August 31, 2023, the net book value of our ships and ship improvements, excluding ships under construction, is $37.3 billion. Our secured debt is secured on either a first or second-priority basis, depending on the instrument, by certain collateral, which includes vessels and certain assets related to those vessels and material intellectual property (combined net book value of approximately $23.2 billion, including $21.6 billion related to vessels and certain assets related to those vessels) as of August 31, 2023 and certain other assets. As of August 31, 2023, $8.2 billion in net book value of our ships and ship improvements relate to the priority pool vessels included in the priority pool of 12 unencumbered vessels (the “Senior Priority Notes Subject Vessels”) for our 2028 Senior Priority Notes. As of August 31, 2023, there was no change in the identity of the Senior Priority Notes Subject Vessels. Covenant Compliance Our Revolving Facility, New Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below: • Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) (the “Interest Coverage Covenant”) as follows: ◦ For certain of our unsecured loans and our New Revolving Facility, from the end of each fiscal quarter from August 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from August 31, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates. In addition, for our remaining unsecured loans that contain this covenant, we entered into letter agreements to waive compliance with the covenant through the May 31, 2024 testing date. ◦ For our export credit facilities, from the end of each fiscal quarter from May 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from May 31, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards • For certain of our unsecured loans and export credit facilities, maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $5.0 billion • Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 72.5% until the August 31, 2023 testing date, following which it will be tested at levels which decline ratably to 65% from the May 31, 2024 testing date onwards • Maintain minimum liquidity as follows: ◦ For our New Revolving Facility, minimum liquidity of $1.5 billion; provided, that if any commitments maturing on June 30, 2025 under our existing first-priority senior secured term loan facility are outstanding on the March 31, 2025 testing date, our minimum liquidity on such testing date cannot be less than the greater of (i) the aggregate outstanding amount of such first-lien term loan facility commitments and (ii) $1.5 billion ◦ For our other unsecured loans and export credit facilities that contain this covenant, $1.5 billion through November 30, 2026 • Adhere to certain restrictive covenants through August 2025 • Limit the amounts of our secured assets as well as secured and other indebtedness At August 31, 2023 , we were in compliance with the applicable covenants under our debt agreements. Generally, if an event of default under any debt agreement occurs, then, pursuant to cross default and/or cross-acceleration clauses therein, substantially all of our outstanding debt and derivative contract payables could become due, and our debt and derivative contracts could be terminated. Any financial covenant amendment may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable. |
Contingencies and Commitments
Contingencies and Commitments | 9 Months Ended |
Aug. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Commitments | Contingencies and Commitments Litigation We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business, including those noted below. Additionally, as a result of the impact of COVID-19, litigation claims, enforcement actions, regulatory actions and investigations, including, but not limited to, those arising from personal injury and loss of life, have been and may, in the future, be asserted against us. We expect many of these claims and actions, or any settlement of these claims and actions, to be covered by insurance and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels. We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. Legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations, financial position or liquidity. As previously disclosed, on May 2, 2019, the Havana Docks Corporation filed a lawsuit against Carnival Corporation in the U.S. District Court for the Southern District of Florida under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act, alleging that Carnival Corporation “trafficked” in confiscated Cuban property when certain ships docked at certain ports in Cuba, and that this alleged “trafficking” entitles the plaintiffs to treble damages. The hearings on motions for summary judgment were concluded on January 18, 2022. On March 21, 2022, the court granted summary judgment in favor of Havana Docks Corporation as to liability. On August 31, 2022, the court determined that the trebling provision of the Helms-Burton statute applies to damages and interest and accordingly, we adjusted our estimated liability for this matter. On December 30, 2022, the court entered judgment against Carnival in the amount of $110 million plus $4 million in fees and costs. We have filed a notice of appeal and on June 30, 2023, we filed our opening appellate brief. As previously disclosed, on April 8, 2020, DeCurtis LLC (“DeCurtis”), a former vendor, filed an action against Carnival Corporation in the U.S. District Court for the Middle District of Florida seeking declaratory relief that DeCurtis is not infringing on several of Carnival Corporation’s patents in relation to its OCEAN Medallion systems and technology. On April 10, 2020, Carnival Corporation filed an action against DeCurtis in the U.S. District Court for the Southern District of Florida for breach of contract, trade secrets violations and patent infringement. These two cases were consolidated in the Southern District of Florida. On March 10, 2023, the jury returned a verdict finding that DeCurtis had breached its contract with Carnival Corporation and infringed on the Carnival Corporation patent. The jury awarded Carnival Corporation a total of $21 million in damages. On April 30, 2023, DeCurtis filed for bankruptcy protection in the United States Bankruptcy Court for the District of Delaware. Carnival Corporation is defending its interests in the bankruptcy matter. COVID-19 Actions We have been named in a number of individual actions related to COVID-19. These actions include tort claims based on a variety of theories, including negligence and failure to warn. The plaintiffs in these actions allege a variety of injuries: some plaintiffs confined their claim to emotional distress, while others allege injuries arising from testing positive for COVID-19. A smaller number of actions include wrongful death claims. Substantially all of these individual actions have now been dismissed or settled for immaterial amounts. As of August 31, 2023, 11 purported class actions have been brought by former guests in several U.S. federal courts, the Federal Court in Australia, and in Italy. These actions include tort claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard. As of August 31, 2023, nine of these class actions have either been settled individually for immaterial amounts or had their class allegations dismissed by the courts and only the Australian and Italian matters remain. We believe the ultimate outcome of these matters will not have a material impact on our consolidated financial statements. All COVID-19 matters seek monetary damages and most seek additional punitive damages in unspecified amounts. We continue to take actions to defend against the above claims. Regulatory or Governmental Inquiries and Investigations We have been, and may continue to be, impacted by breaches in data security and lapses in data privacy, which occur from time to time. These can vary in scope and range from inadvertent events to malicious motivated attacks. We have incurred legal and other costs in connection with cyber incidents that have impacted us. The penalties and settlements paid in connection with cyber incidents over the last three years were not material. While these incidents did not have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future litigation, attacks or incidents that could have such a material adverse effect. On March 14, 2022, the U.S. Department of Justice and the U.S. Environmental Protection Agency notified us of potential civil penalties and injunctive relief for alleged Clean Water Act violations by owned and operated vessels covered by the 2013 Vessel General Permit. We are working with these agencies to reach a resolution of this matter. We believe the ultimate outcome will not have a material impact on our consolidated financial statements. Other Contingent Obligations Some of the debt contracts we enter into include indemnification provisions obligating us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes or changes in laws which increase the lender’s costs. There are no stated or notional amounts included in the indemnification clauses, and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. 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. Although the agreements vary, these requirements may generally be satisfied either through a withheld percentage of customer payments or providing cash funds directly to the credit card processor. We continue to expect to provide reserve funds under these agreements. During the third quarter, $912 million of previously provided reserve funds related to our customer deposits to satisfy these requirements were returned to us. As of August 31, 2023 and November 30, 2022 , we had $1.3 billion and $1.7 billion in reserve funds. Additionally, as of August 31, 2023 and November 30, 2022 , we had $242 million and $229 million in compensating deposits we are required to maintain and $30 million of cash collateral in escrow. These balances are included within other assets. In addition, during the third quarter we provided $413 million in restricted cash deposits which became unrestricted in August 2023. Ship Commitments As of August 31, 2023, we expect the timing of our new ship growth capital commitments to be as follows: (in millions) Year Remainder of 2023 $ 267 2024 2,422 2025 957 Thereafter — $ 3,645 |
Fair Value Measurements, Deriva
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks | 9 Months Ended |
Aug. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks | Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks Fair Value Measurements Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: • Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. • Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. • Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange. Financial Instruments that are not Measured at Fair Value on a Recurring Basis August 31, 2023 November 30, 2022 Carrying Fair Value Carrying Fair Value (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Fixed rate debt (a) $ 23,208 $ — $ 21,581 $ — $ 23,542 $ — $ 18,620 $ — Floating rate debt (a) 8,885 — 7,899 — 12,074 — 10,036 — Total $ 32,093 $ — $ 29,481 $ — $ 35,615 $ — $ 28,656 $ — (a) The debt amounts above do not include the impact of interest rate swaps or debt issuance costs and discounts. The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2. The fair values of our other debt were estimated based on current market interest rates being applied to this debt. Financial Instruments that are Measured at Fair Value on a Recurring Basis August 31, 2023 November 30, 2022 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents (a) $ 1,505 $ — $ — $ 2,589 $ — $ — Restricted cash (b) 28 — — 1,988 — — Derivative financial instruments — 27 — — 1 — Total $ 1,533 $ 27 $ — $ 4,576 $ 1 $ — Liabilities Derivative financial instruments $ — $ 26 $ — $ — $ — $ — Total $ — $ 26 $ — $ — $ — $ — (a) Consists of money market funds and cash investments with original maturities of less than 90 days. (b) The restricted cash amount at August 31, 2023 includes $10 million, which is included in other assets. Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis Valuation of Goodwill and Trademarks As of July 31, 2023, we performed our annual goodwill and trademark impairment reviews and determined there was no impairment for goodwill or trademarks. As of August 31, 2023 and November 30, 2022 , goodwill for our North America and Australia (“NAA”) segment was $579 million. Trademarks (in millions) NAA Europe Total November 30, 2022 $ 927 $ 224 $ 1,151 Exchange movements — 12 12 August 31, 2023 $ 927 $ 236 $ 1,163 Derivative Instruments and Hedging Activities (in millions) Balance Sheet Location August 31, 2023 November 30, 2022 Derivative assets Derivatives designated as hedging instruments Interest rate swaps (a) Prepaid expenses and other $ 25 $ 1 Other assets — 1 Derivatives not designated as hedging instruments Interest rate swaps (a) Prepaid expenses and other 1 — Total derivative assets $ 27 $ 1 Derivative liabilities Derivatives designated as hedging instruments Cross currency swaps (b) Other long-term liabilities $ 9 $ — Interest rate swaps (a) Other long-term liabilities 16 — Total derivative liabilities $ 26 $ — (a) We have interest rate swaps whereby we receive EURIBOR-based floating interest rate payments in exchange for making fixed interest rate payments. These interest rate swap agreements effectively changed $70 million at August 31, 2023 and $89 million at November 30, 2022 of EURIBOR-based floating rate euro debt to fixed rate euro debt. As of August 31, 2023, these EURIBOR-based interest rate swaps were not designated as cash flow hedges. As of November 30, 2022, one of these swaps was designated as a cash flow hedge. During the nine months ended August 31, 2023 we entered into interest rate swap agreements which effectively changed $2.5 billion at August 31, 2023 of variable rate debt to fixed rate debt. At August 31, 2023, these interest rate swaps settle through 2027 and are designated as cash flow hedges. (b) At August 31, 2023, we had a cross currency swap totaling $663 million that is designated as a hedge of our net investment in foreign operations with euro-denominated functional currencies. At August 31, 2023, this cross currency swap settles through 2024. Our derivative contracts include rights of offset with our counterparties. As of August 31, 2023 and November 30, 2022 , there was no netting for our derivative assets and liabilities. The amounts that were not offset in the balance sheet were not material. The effect of our derivatives qualifying and designated as hedging instruments recognized in other comprehensive income (loss) and in net income (loss) was as follows: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Gains (losses) recognized in AOCI: Cross currency swaps – net investment hedges - included component $ (10) $ 40 $ (1) $ 72 Cross currency swaps – net investment hedges - excluded component $ 1 $ (7) $ (3) $ (26) Interest rate swaps – cash flow hedges $ 25 $ 1 $ 6 $ 10 Gains (losses) reclassified from AOCI – cash flow hedges: Interest rate swaps – Interest expense, net of capitalized interest $ 12 $ — $ 22 $ (1) Foreign currency zero cost collars – Depreciation and amortization $ — $ 1 $ 1 $ 2 Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges) Cross currency swaps – Interest expense, net of capitalized interest $ 3 $ 2 $ 7 $ 5 The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three and nine months ended August 31, 2023 and estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months are not material. Financial Risks Fuel Price Risks Foreign Currency Exchange Rate Risks Overall Strategy We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating and financing activities, including netting certain exposures to take advantage of any natural offsets and, when considered appropriate, through the use of derivative and non-derivative financial instruments. Our primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced by our operations and realized if we exchange one currency for another. We consider hedging certain of our ship commitments and net investments in foreign operations. The financial impacts of our hedging instruments generally offset the changes in the underlying exposures being hedged. Operational Currency Risks Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. Our operations also have revenue and expenses denominated in non-functional currencies. Movements in foreign currency exchange rates affect our financial statements. Investment Currency Risks We consider our investments in foreign operations to be denominated in stable currencies and of a long-term nature. We partially mitigate the currency exposure of our investments in foreign operations by designating a portion of our foreign currency debt and derivatives as hedges of these investments. As of August 31, 2023, we had a cross currency swap with a notional amount of $663 million, which is designated as a hedge of our net investments in foreign operations. During 2023, we also had sterling-denominated debt designated as a non-derivative hedge of our net investment in foreign operations. The $450 million principal balance of this sterling-denominated debt was repaid in July 2023. For the three and nine months ended August 31, 2023, we recognized $29 million and $38 million of losses on these net investment hedges in the cumulative translation adjustment section of other comprehensive income (loss). We also have euro-denominated debt which provides an economic offset for our operations with euro functional currency. Newbuild Currency Risks Our shipbuilding contracts are typically denominated in euros. Our decision to hedge a non-functional currency ship commitment for our cruise brands is made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks. At August 31, 2023, our remaining newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands, which represent a total unhedged commitment of $3.2 billion for newbuilds scheduled to be delivered through 2025. The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than our cruise brands’ functional currency will be affected by foreign currency exchange rate fluctuations. These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships. Interest Rate Risks We manage our exposure to fluctuations in interest rates through our debt portfolio management and investment strategies. We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps and the issuance of new debt. Concentrations of Credit Risk As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash and cash equivalents, investments, notes receivables, reserve funds related to customer deposits, future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees, by: • Conducting business with well-established financial institutions, insurance companies and export credit agencies • Diversifying our counterparties • Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard liquidity and minimize risk • Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales and new ship progress payments to shipyards We also monitor the creditworthiness of travel agencies and tour operators in Australia and Europe and credit and debit card providers to which we extend credit in the normal course of our business. Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in Australia and most of Europe where we are obligated to honor our guests’ cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments. Concentrations of credit risk associated with trade receivables and other receivables, charter-hire agreements and contingent obligations are not considered to be material, principally due to the large number of unrelated accounts, the nature of these contingent obligations and their short maturities. Normally, we have not required collateral or other security to support normal credit sales and have not experienced significant credit losses. |
Segment Information
Segment Information | 9 Months Ended |
Aug. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our operating segments are reported on the same basis as the internally reported information that is provided to our chief operating decision maker (“CODM”), who is the President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation and Carnival plc. The CODM assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments. Our four reportable segments are comprised of (1) NAA cruise operations, (2) Europe cruise operations (“Europe”), (3) Cruise Support and (4) Tour and Other. The operating segments within each of our NAA and Europe reportable segments have been aggregated based on the similarity of their economic and other characteristics, including geographic guest sourcing. Our Cruise Support segment includes our portfolio of leading port destinations and other services, all of which are operated for the benefit of our cruise brands. Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations. Three Months Ended August 31, (in millions) Revenues Operating costs and Selling Depreciation Operating 2023 NAA $ 4,566 $ 2,661 $ 420 $ 377 $ 1,107 Europe (a) 2,060 1,124 199 168 569 Cruise Support 56 30 87 47 (109) Tour and Other 172 105 7 3 56 $ 6,854 $ 3,921 $ 713 $ 596 $ 1,624 2022 NAA $ 2,880 $ 2,280 $ 368 $ 358 $ (126) Europe (a) 1,266 983 173 172 (62) Cruise Support 41 21 78 36 (94) Tour and Other 118 94 6 15 3 $ 4,305 $ 3,379 $ 625 $ 581 $ (279) Nine Months Ended August 31, (in millions) Revenues Operating costs and Selling Depreciation Operating 2023 NAA $ 11,000 $ 7,132 $ 1,295 $ 1,115 $ 1,458 Europe (a) 4,819 3,303 634 506 376 Cruise Support 162 85 211 137 (271) Tour and Other 216 169 21 17 9 $ 16,197 $ 10,688 $ 2,162 $ 1,774 $ 1,572 2022 NAA $ 5,672 $ 5,335 $ 1,078 $ 1,046 $ (1,787) Europe (a) 2,389 2,529 524 531 (1,196) Cruise Support 114 76 154 104 (220) Tour and Other 154 151 17 26 (40) $ 8,329 $ 8,092 $ 1,774 $ 1,707 $ (3,244) (a) Beginning in the first quarter of 2023, we renamed the Europe and Asia segment to Europe segment. Revenue by geographic areas, which are based on where our guests are sourced, were as follows: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 North America $ 4,253 $ 2,753 $ 9,937 $ 5,491 Europe 2,165 1,456 4,798 2,676 Australia 238 56 883 60 Other 198 40 578 101 $ 6,854 $ 4,305 $ 16,197 $ 8,329 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Aug. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Three Months Ended Nine Months Ended (in millions, except per share data) 2023 2022 2023 2022 Net income (loss) $ 1,074 $ (770) $ (26) $ (4,495) Interest expense on dilutive convertible notes 24 — — — Net income (loss) for diluted earnings per share $ 1,098 $ (770) $ (26) $ (4,495) Weighted-average shares outstanding 1,263 1,185 1,262 1,154 Dilutive effect of equity awards 6 — — — Dilutive effect of convertible notes 127 — — — Diluted weighted-average shares outstanding 1,396 1,185 1,262 1,154 Basic earnings per share $ 0.85 $ (0.65) $ (0.02) $ (3.89) Diluted earnings per share $ 0.79 $ (0.65) $ (0.02) $ (3.89) Antidilutive shares excluded from diluted earnings per share computations were as follows: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Equity awards — — 3 1 Convertible Notes — 52 131 52 Total antidilutive securities — 52 134 54 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Aug. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information (in millions) August 31, 2023 November 30, 2022 Cash and cash equivalents (Consolidated Balance Sheets) $ 2,842 $ 4,029 Restricted cash (Consolidated Balance Sheets) 18 1,988 Restricted cash (included in other assets) 10 20 Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) $ 2,870 $ 6,037 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Aug. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Ship Sales During 2023, we completed the sale of two Europe segment ships and one NAA segment ship, which represents a passenger-capacity reduction of 3,970 berths for our Europe segment and 460 berths for our NAA segment. We will continue to operate the NAA segment ship under a bareboat charter agreement through September 2024. In addition, we entered into an agreement to sell one Europe segment ship which represents a passenger-capacity reduction of 1,270 berths. |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Aug. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method InvestmentsIn July 2023, we entered into an agreement with our JV partner to exit our noncontrolling interest in Adora Cruises Limited (“Adora Cruises”), formerly CSSC Carnival Cruise Shipping Limited, a China-based cruise company. The transaction was completed in September 2023. During the third quarter, we recognized an impairment in our investment in Adora Cruises of $19 million, which is recorded within other income (expense). |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Aug. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity 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 (the “Stock Swap Program”). During the three months ended August 31, 2023 and 2022, there were no sales or repurchases under the Stock Swap Program. During the nine months ended August 31, 2023 and 2022, we sold 2.3 million and 5.2 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares under the Stock Swap Program, resulting in net proceeds of $2 million and $8 million, which were used for general corporate purposes. In addition, during the three months ended August 31, 2023 and 2022, there were no sales of Carnival Corporation common stock. During the nine months ended August 31, 2023 and 2022, we sold 0.5 million and 1.6 million shares of Carnival Corporation common stock at an average price per share of $9.83 and $19.27, resulting in net proceeds of $5 million and $30 million . Public Equity Offerings |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 1,074 | $ (770) | $ (26) | $ (4,495) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Aug. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
General (Policies)
General (Policies) | 9 Months Ended |
Aug. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Consolidated Statements of Income (Loss), the Consolidated Statements of Comprehensive Income (Loss), the Consolidated Statements of Cash Flows and the Consolidated Statements of Shareholders’ Equity for the three and nine months ended August 31, 2023 and 2022, and the Consolidated Balance Sheet at August 31, 2023 are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement. Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2022 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S. Securities and Exchange Commission on January 27, 2023. Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year. |
Use of Estimates and Risks and Uncertainty | Use of Estimates and Risks and Uncertainty The preparation of our interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported and disclosed. The full extent to which the effects of the pandemic, inflation, higher fuel prices, higher taxes, higher interest rates and fluctuations in foreign currency rates will directly or indirectly impact our business, operations, results of operations and financial condition, including our valuation of goodwill and trademarks, impairment of ships and collectability of trade and notes receivables, will depend on future developments that are uncertain. We have made reasonable estimates and judgments of such items within our financial statements and there may be changes to those estimates in future periods. |
Accounting Pronouncements | Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. In December 2022, the FASB deferred the date through which this guidance can be applied from December 31, 2022 to December 31, 2024. We adopted this new guidance during 2022 and applied it prospectively to contract modifications related to a change in reference rate. As of August 31, 2023, all of our outstanding debt and derivative instruments referenced to U.S. dollar LIBOR were transitioned to Term Secured Overnight Financing Rate (“SOFR”). The adoption of this guidance did not have a material impact on our consolidated financial statements. The FASB issued guidance, Debt - Debt with Conversion and Other Option s and Derivative and Hedging - Contracts in Entity’s Own Equity , which simplifies the accounting for convertible instruments. This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. On December 1, 2022, we adopted this guidance using the modified retrospective approach to recognize our convertible notes as single unit liability instruments, as they do not qualify as derivatives under ASC 815, Derivatives and Hedging , and were not issued at a substantial premium. Accordingly, upon adoption we recorded a $239 million increase to debt, primarily as a result of the reversal of the remaining non-cash convertible debt discount, as well as a reduction of $229 million to additional paid in capital. The cumulative effect of the adoption of this guidance resulted in a $10 million decrease to retained earnings. In September 2022, the FASB issued guidance, Liabilities-Supplier Finance Programs - Disclosure of Supplier Finance Program Obligations . This guidance requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This guidance is expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. This guidance is required to be adopted by us in the first quarter of 2024, except for the amendment on roll forward information which is required to be adopted by us for the financial year commencing on December 1, 2024. We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements. |
Revenue from Contract with Customer | Guest cruise deposits and advance onboard purchases are initially included in customer deposits when received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct costs and expenses of a voyage are recognized as cruise costs and expenses, upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in excess of ten nights. The impact of recognizing these shorter duration cruise revenues and costs and expenses on a completed voyage basis versus on a pro rata basis is not material. Certain of our product offerings are bundled and we allocate the value of the bundled services and goods between passenger ticket revenues and onboard and other revenues based upon the estimated standalone selling prices of those goods and services. Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of cancellation. Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related costs of purchasing these services are included in transportation costs. The proceeds that we collect from the sales of third-party shore excursions are included in onboard and other revenues and the related costs are included in onboard and other costs. The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted to them, are included in onboard and other revenues as concession revenues. All of these amounts are recognized on a completed voyage or pro rata basis as discussed above. Passenger ticket revenues include fees, taxes and charges collected by us from our guests. The fees, taxes and charges that vary with guest head counts and are directly imposed on a revenue-producing arrangement are expensed in commissions, transportation and other costs when the corresponding revenues are recognized. For the three and nine months ended August 31, fees, taxes, and charges included in commissions, transportation and other costs were $211 million and $555 million in 2023 and $141 million and $305 million in 2022. The remaining portion of fees, taxes and charges are expensed in other operating expenses when the corresponding revenues are recognized. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | August 31, November 30, (in millions) Maturity Rate (a) (b) 2023 2022 Secured Subsidiary Guaranteed Notes Notes Feb 2026 10.5% $ — $ 775 EUR Notes Feb 2026 10.1% — 439 Notes Jun 2027 7.9% 192 192 Notes Aug 2027 9.9% 870 900 Notes Aug 2028 4.0% 2,406 2,406 Notes Aug 2029 7.0% 500 — Loans EUR floating rate Jun 2025 EURIBOR + 3.8% 844 808 Floating rate Jun 2025 - Oct 2028 SOFR + 3.0 - 3.3% 3,576 4,101 Total Secured Subsidiary Guaranteed 8,388 9,621 Senior Priority Subsidiary Guaranteed Notes May 2028 10.4% 2,030 2,030 Unsecured Subsidiary Guaranteed Revolver Facility (c) (c) — 200 Notes Convertible Notes Apr 2023 5.8% — 96 Convertible Notes Oct 2024 5.8% 426 426 Notes Mar 2026 7.6% 1,362 1,450 EUR Notes Mar 2026 7.6% 544 517 Notes Mar 2027 5.8% 3,260 3,500 Convertible Notes Dec 2027 5.8% 1,131 1,131 Notes May 2029 6.0% 2,000 2,000 Notes Jun 2030 10.5% 1,000 1,000 Loans Floating rate Jul 2024 - Sep 2024 LIBOR + 3.8% — 590 GBP floating rate Feb 2025 SONIA + 0.9% — 419 EUR floating rate (d) Apr 2024 - Mar 2026 EURIBOR + 2.4 - 4.0% 716 827 Export Credit Facilities Floating rate Dec 2031 SOFR + 0.8% (e) 583 1,246 Fixed rate Aug 2027 - Dec 2032 2.4 - 3.4% 2,870 3,143 EUR floating rate May 2024 - Nov 2034 EURIBOR + 0.2 - 0.8% 3,165 3,882 EUR fixed rate Feb 2031 - Jul 2037 1.1 - 3.4% 3,640 2,592 Total Unsecured Subsidiary Guaranteed 20,698 23,019 Unsecured Notes (No Subsidiary Guarantee) Notes Oct 2023 7.2% 125 125 Notes Jan 2028 6.7% 200 200 EUR Notes Oct 2029 1.0% 653 620 Total Unsecured Notes (No Subsidiary Guarantee) 978 945 Total Debt 32,093 35,615 Less: unamortized debt issuance costs and discounts (797) (1,069) Total Debt, net of unamortized debt issuance costs and discounts 31,296 34,546 Less: short-term borrowings — (200) Less: current portion of long-term debt (1,780) (2,393) Long-Term Debt $ 29,516 $ 31,953 (a) The reference rates, together with any applicable credit adjustment spread, for substantially all of our variable debt have 0.0% to 0.75% floors. During 2023, we amended certain of our variable debt instruments to change the reference rate from LIBOR to SOFR. (b) The above debt table excludes the impact of any outstanding derivative contracts. The interest rates on some of our debt fluctuate based on the applicable rating of senior unsecured long-term securities of Carnival Corporation or Carnival plc. (c) See “Short-Term Borrowings” below. (d) In March 2023, we entered into an amendment of a EUR floating rate loan to extend maturity through April 2024. |
Schedule of Annual Maturities of Debt | As of August 31, 2023, the scheduled maturities of our debt are as follows: (in millions) Year Principal Payments 4Q 2023 $ 462 2024 2,046 2025 2,211 2026 3,194 2027 6,690 Thereafter 17,490 Total $ 32,093 |
Contingencies and Commitments (
Contingencies and Commitments (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of New Ship Growth Capital Commitments | As of August 31, 2023, we expect the timing of our new ship growth capital commitments to be as follows: (in millions) Year Remainder of 2023 $ 267 2024 2,422 2025 957 Thereafter — $ 3,645 |
Fair Value Measurements, Deri_2
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Estimated Carrying and Fair Values of Financial Instrument Assets and Liabilities Not Measured at Fair Value on a Recurring Basis | Financial Instruments that are not Measured at Fair Value on a Recurring Basis August 31, 2023 November 30, 2022 Carrying Fair Value Carrying Fair Value (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Fixed rate debt (a) $ 23,208 $ — $ 21,581 $ — $ 23,542 $ — $ 18,620 $ — Floating rate debt (a) 8,885 — 7,899 — 12,074 — 10,036 — Total $ 32,093 $ — $ 29,481 $ — $ 35,615 $ — $ 28,656 $ — (a) The debt amounts above do not include the impact of interest rate swaps or debt issuance costs and discounts. The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2. The fair values of our other debt were estimated based on current market interest rates being applied to this debt. |
Estimated Fair Value and Basis of Valuation of Financial Instrument Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial Instruments that are Measured at Fair Value on a Recurring Basis August 31, 2023 November 30, 2022 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents (a) $ 1,505 $ — $ — $ 2,589 $ — $ — Restricted cash (b) 28 — — 1,988 — — Derivative financial instruments — 27 — — 1 — Total $ 1,533 $ 27 $ — $ 4,576 $ 1 $ — Liabilities Derivative financial instruments $ — $ 26 $ — $ — $ — $ — Total $ — $ 26 $ — $ — $ — $ — (a) Consists of money market funds and cash investments with original maturities of less than 90 days. (b) The restricted cash amount at August 31, 2023 includes $10 million, which is included in other assets. |
Reconciliation of Changes in Carrying Amounts of Trademarks | Trademarks (in millions) NAA Europe Total November 30, 2022 $ 927 $ 224 $ 1,151 Exchange movements — 12 12 August 31, 2023 $ 927 $ 236 $ 1,163 |
Estimated Fair Values of Derivative Financial Instruments and Location in the Consolidated Balance Sheets | Derivative Instruments and Hedging Activities (in millions) Balance Sheet Location August 31, 2023 November 30, 2022 Derivative assets Derivatives designated as hedging instruments Interest rate swaps (a) Prepaid expenses and other $ 25 $ 1 Other assets — 1 Derivatives not designated as hedging instruments Interest rate swaps (a) Prepaid expenses and other 1 — Total derivative assets $ 27 $ 1 Derivative liabilities Derivatives designated as hedging instruments Cross currency swaps (b) Other long-term liabilities $ 9 $ — Interest rate swaps (a) Other long-term liabilities 16 — Total derivative liabilities $ 26 $ — (a) We have interest rate swaps whereby we receive EURIBOR-based floating interest rate payments in exchange for making fixed interest rate payments. These interest rate swap agreements effectively changed $70 million at August 31, 2023 and $89 million at November 30, 2022 of EURIBOR-based floating rate euro debt to fixed rate euro debt. As of August 31, 2023, these EURIBOR-based interest rate swaps were not designated as cash flow hedges. As of November 30, 2022, one of these swaps was designated as a cash flow hedge. During the nine months ended August 31, 2023 we entered into interest rate swap agreements which effectively changed $2.5 billion at August 31, 2023 of variable rate debt to fixed rate debt. At August 31, 2023, these interest rate swaps settle through 2027 and are designated as cash flow hedges. (b) At August 31, 2023, we had a cross currency swap totaling $663 million that is designated as a hedge of our net investment in foreign operations with euro-denominated functional currencies. At August 31, 2023, this cross currency swap settles through 2024. |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The effect of our derivatives qualifying and designated as hedging instruments recognized in other comprehensive income (loss) and in net income (loss) was as follows: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Gains (losses) recognized in AOCI: Cross currency swaps – net investment hedges - included component $ (10) $ 40 $ (1) $ 72 Cross currency swaps – net investment hedges - excluded component $ 1 $ (7) $ (3) $ (26) Interest rate swaps – cash flow hedges $ 25 $ 1 $ 6 $ 10 Gains (losses) reclassified from AOCI – cash flow hedges: Interest rate swaps – Interest expense, net of capitalized interest $ 12 $ — $ 22 $ (1) Foreign currency zero cost collars – Depreciation and amortization $ — $ 1 $ 1 $ 2 Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges) Cross currency swaps – Interest expense, net of capitalized interest $ 3 $ 2 $ 7 $ 5 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Three Months Ended August 31, (in millions) Revenues Operating costs and Selling Depreciation Operating 2023 NAA $ 4,566 $ 2,661 $ 420 $ 377 $ 1,107 Europe (a) 2,060 1,124 199 168 569 Cruise Support 56 30 87 47 (109) Tour and Other 172 105 7 3 56 $ 6,854 $ 3,921 $ 713 $ 596 $ 1,624 2022 NAA $ 2,880 $ 2,280 $ 368 $ 358 $ (126) Europe (a) 1,266 983 173 172 (62) Cruise Support 41 21 78 36 (94) Tour and Other 118 94 6 15 3 $ 4,305 $ 3,379 $ 625 $ 581 $ (279) Nine Months Ended August 31, (in millions) Revenues Operating costs and Selling Depreciation Operating 2023 NAA $ 11,000 $ 7,132 $ 1,295 $ 1,115 $ 1,458 Europe (a) 4,819 3,303 634 506 376 Cruise Support 162 85 211 137 (271) Tour and Other 216 169 21 17 9 $ 16,197 $ 10,688 $ 2,162 $ 1,774 $ 1,572 2022 NAA $ 5,672 $ 5,335 $ 1,078 $ 1,046 $ (1,787) Europe (a) 2,389 2,529 524 531 (1,196) Cruise Support 114 76 154 104 (220) Tour and Other 154 151 17 26 (40) $ 8,329 $ 8,092 $ 1,774 $ 1,707 $ (3,244) (a) Beginning in the first quarter of 2023, we renamed the Europe and Asia segment to Europe segment. |
Schedule of Revenue by Geographical Area | Revenue by geographic areas, which are based on where our guests are sourced, were as follows: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 North America $ 4,253 $ 2,753 $ 9,937 $ 5,491 Europe 2,165 1,456 4,798 2,676 Australia 238 56 883 60 Other 198 40 578 101 $ 6,854 $ 4,305 $ 16,197 $ 8,329 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share Computations | Three Months Ended Nine Months Ended (in millions, except per share data) 2023 2022 2023 2022 Net income (loss) $ 1,074 $ (770) $ (26) $ (4,495) Interest expense on dilutive convertible notes 24 — — — Net income (loss) for diluted earnings per share $ 1,098 $ (770) $ (26) $ (4,495) Weighted-average shares outstanding 1,263 1,185 1,262 1,154 Dilutive effect of equity awards 6 — — — Dilutive effect of convertible notes 127 — — — Diluted weighted-average shares outstanding 1,396 1,185 1,262 1,154 Basic earnings per share $ 0.85 $ (0.65) $ (0.02) $ (3.89) Diluted earnings per share $ 0.79 $ (0.65) $ (0.02) $ (3.89) |
Schedule of Antidilutive Shares Excluded from Diluted Earnings Per Share Computations | Antidilutive shares excluded from diluted earnings per share computations were as follows: Three Months Ended Nine Months Ended (in millions) 2023 2022 2023 2022 Equity awards — — 3 1 Convertible Notes — 52 131 52 Total antidilutive securities — 52 134 54 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Cash Flow Information | (in millions) August 31, 2023 November 30, 2022 Cash and cash equivalents (Consolidated Balance Sheets) $ 2,842 $ 4,029 Restricted cash (Consolidated Balance Sheets) 18 1,988 Restricted cash (included in other assets) 10 20 Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) $ 2,870 $ 6,037 |
General (Details)
General (Details) $ in Millions, € in Billions, £ in Billions | Aug. 31, 2023 USD ($) | Aug. 31, 2023 EUR (€) | Aug. 31, 2023 GBP (£) | Dec. 01, 2022 USD ($) | Nov. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |||||
Cash, cash equivalents, and short-term investments | $ 5,700 | ||||
Long-term debt | 32,093 | ||||
Additional paid-in capital | (16,699) | $ (16,872) | |||
Retained earnings | (233) | $ (269) | |||
Changes in accounting principles | Accounting Standards Update 2020-01 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 239 | ||||
Additional paid-in capital | 229 | ||||
Retained earnings | $ 10 | ||||
Unsecured Debt | Revolving Credit Facility, Multi-currency, U.S. Dollar-denominated | |||||
Debt Instrument [Line Items] | |||||
Line of credit | $ 1,700 | ||||
Unsecured Debt | Revolving Credit Facility, Multi-currency, Euro-denominated | |||||
Debt Instrument [Line Items] | |||||
Line of credit | € | € 1 | ||||
Unsecured Debt | Revolving Credit Facility, Multi-currency, Sterling-denominated | |||||
Debt Instrument [Line Items] | |||||
Line of credit | £ | £ 0.2 |
Revenue and Expense Recogniti_2
Revenue and Expense Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | Nov. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |||||
Fees, taxes, and charges | $ 211 | $ 141 | $ 555 | $ 305 | |
Customer deposits | 6,300 | 6,300 | $ 5,100 | ||
Unredeemable future cruise credits | 160 | 160 | |||
Refundable future cruise credits | 114 | 114 | |||
Revenues recognized related to customer deposits at beginning of period | 3,900 | $ 1,700 | |||
Contract assets | $ 272 | $ 272 | $ 218 |
Debt - Long-Term and Short-Term
Debt - Long-Term and Short-Term Borrowings (Details) - USD ($) $ in Millions | 9 Months Ended | |
Aug. 31, 2023 | Nov. 30, 2022 | |
Debt Instrument [Line Items] | ||
Total Debt | $ 32,093 | $ 35,615 |
Less: unamortized debt issuance costs and discounts | (797) | (1,069) |
Total Debt, net of unamortized debt issuance costs and discounts | 31,296 | 34,546 |
Less: short-term borrowings | 0 | (200) |
Less: current portion of long-term debt | (1,780) | (2,393) |
Long-Term Debt | $ 29,516 | 31,953 |
Eurodollar | Maximum | ||
Debt Instrument [Line Items] | ||
Credit adjustment spread | 0.75% | |
Secured Overnight Financing Rate (SOFR) | Minimum | ||
Debt Instrument [Line Items] | ||
Credit adjustment spread | 0% | |
Secured | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 8,388 | 9,621 |
Secured | Notes Payable Due February 2026 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 10.50% | |
Long-term debt | $ 0 | 775 |
Secured | Euro-denominated Notes Payable Due February 2026 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 10.10% | |
Long-term debt | $ 0 | 439 |
Secured | Notes Payable Due June 2027 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 7.90% | |
Long-term debt | $ 192 | 192 |
Secured | Notes Payable Due August 2027 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 9.90% | |
Long-term debt | $ 870 | 900 |
Secured | Notes Payable Due August 2028 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 4% | |
Long-term debt | $ 2,406 | 2,406 |
Secured | Notes Payable Due August 2029 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 7% | |
Long-term debt | $ 500 | 0 |
Secured | Euro-denominated Floating Rate Bank Loan Due June 2025 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 844 | 808 |
Secured | Euro-denominated Floating Rate Bank Loan Due June 2025 | Guarantor Subsidiaries | Eurodollar | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate (as a percent) | 3.80% | |
Secured | Floating Rate Bank Loan Due October 2028 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 3,576 | 4,101 |
Secured | Floating Rate Bank Loan Due October 2028 | Guarantor Subsidiaries | Secured Overnight Financing Rate (SOFR) | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate (as a percent) | 3% | |
Secured | Floating Rate Bank Loan Due October 2028 | Guarantor Subsidiaries | Secured Overnight Financing Rate (SOFR) | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate (as a percent) | 3.30% | |
Secured | Notes Payable Due May 2028 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 10.40% | |
Long-term debt | $ 2,030 | 2,030 |
Unsecured Debt | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | 20,698 | 23,019 |
Unsecured Debt | Non-Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | 978 | 945 |
Unsecured Debt | Revolver Facility Expires August 2024 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | 200 |
Unsecured Debt | Convertible Notes Payable Due April 2023 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 5.80% | |
Short-term debt | $ 0 | 96 |
Unsecured Debt | Convertible Notes Payable Due October 2024 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 5.80% | |
Long-term debt | $ 426 | 426 |
Unsecured Debt | Notes Payable Due March 2026 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 7.60% | |
Long-term debt | $ 1,362 | 1,450 |
Unsecured Debt | Euro-denominated Notes Payable Due March 2026 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 7.60% | |
Long-term debt | $ 544 | 517 |
Unsecured Debt | Notes Payable Due March 2027 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 5.80% | |
Long-term debt | $ 3,260 | 3,500 |
Unsecured Debt | Convertible Notes Payable Due December 2027 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 5.80% | |
Long-term debt | $ 1,131 | 1,131 |
Unsecured Debt | Notes Payable Due May 2029 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 6% | |
Long-term debt | $ 2,000 | 2,000 |
Unsecured Debt | Notes Payable Due June 2030 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 10.50% | |
Long-term debt | $ 1,000 | 1,000 |
Unsecured Debt | Floating Rate Bank Loan Due September 2024 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | 590 |
Unsecured Debt | Floating Rate Bank Loan Due September 2024 | Guarantor Subsidiaries | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate (as a percent) | 3.80% | |
Unsecured Debt | Sterling-denominated Floating Rate Bank Loan Due February 2025 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | 419 |
Unsecured Debt | Sterling-denominated Floating Rate Bank Loan Due February 2025 | Guarantor Subsidiaries | Sterling Overnight Index Average (SONIA) | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate (as a percent) | 0.90% | |
Unsecured Debt | Euro-denominated Floating Rate Bank Loan Due March 2026 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 716 | 827 |
Unsecured Debt | Euro-denominated Floating Rate Bank Loan Due March 2026 | Guarantor Subsidiaries | Eurodollar | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate (as a percent) | 2.40% | |
Unsecured Debt | Euro-denominated Floating Rate Bank Loan Due March 2026 | Guarantor Subsidiaries | Eurodollar | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate (as a percent) | 4% | |
Unsecured Debt | Line of Credit, Floating Rate Due December 2031 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 583 | 1,246 |
Unsecured Debt | Line of Credit, Floating Rate Due December 2031 | Guarantor Subsidiaries | Secured Overnight Financing Rate (SOFR) | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate (as a percent) | 0.80% | |
Unsecured Debt | Line of Credit, Fixed Rate Due December 2032 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,870 | 3,143 |
Unsecured Debt | Line of Credit, Fixed Rate Due December 2032 | Guarantor Subsidiaries | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 2.40% | |
Unsecured Debt | Line of Credit, Fixed Rate Due December 2032 | Guarantor Subsidiaries | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 3.40% | |
Unsecured Debt | Line of Credit, Euro-denominated Floating Rate Due November 2034 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 3,165 | 3,882 |
Unsecured Debt | Line of Credit, Euro-denominated Floating Rate Due November 2034 | Guarantor Subsidiaries | Eurodollar | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate (as a percent) | 0.20% | |
Unsecured Debt | Line of Credit, Euro-denominated Floating Rate Due November 2034 | Guarantor Subsidiaries | Eurodollar | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate (as a percent) | 0.80% | |
Unsecured Debt | Line of Credit, Euro-denominated Fixed Rate Due July 2037 | Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 3,640 | 2,592 |
Unsecured Debt | Line of Credit, Euro-denominated Fixed Rate Due July 2037 | Guarantor Subsidiaries | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 1.10% | |
Unsecured Debt | Line of Credit, Euro-denominated Fixed Rate Due July 2037 | Guarantor Subsidiaries | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 3.40% | |
Unsecured Debt | Notes Payable Due October 2023 | Non-Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 7.20% | |
Long-term debt | $ 125 | 125 |
Unsecured Debt | Notes Payable Due January 2028 | Non-Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 6.70% | |
Long-term debt | $ 200 | 200 |
Unsecured Debt | Euro-denominated Notes Payable Due October 2029 | Non-Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (as a percent) | 1% | |
Long-term debt | $ 653 | $ 620 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 USD ($) cruise_ship Rate | Aug. 31, 2023 USD ($) cruise_ship Rate | Aug. 31, 2023 USD ($) cruise_ship identity Rate | May 31, 2023 USD ($) | Nov. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Total debt | $ 31,296 | $ 31,296 | $ 31,296 | $ 34,546 | |
Short-term borrowings | 0 | 0 | 0 | $ 200 | |
Ships and ship improvements | 37,300 | 37,300 | 37,300 | ||
Vessels and material intellectual property | 23,200 | 23,200 | 23,200 | ||
Vessels and related assets | 21,600 | 21,600 | 21,600 | ||
Debt instrument, convertible, equity component minimum threshold | 5,000 | ||||
Debt instrument, convertible, liquidity component minimum threshold | $ 1,500 | ||||
Before May 31, 2023 testing date | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required debt to capital covenant (percent) | 72.50% | ||||
May 31, 2024 testing date onwards | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required debt to capital covenant (percent) | 65% | ||||
New revolving facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, liquidity component minimum threshold | $ 1,500 | ||||
New revolving facility | May 31, 2025 testing date | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required interest coverage covenant, ratio | 2 | ||||
New revolving facility | November 30, 2025 testing date | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required interest coverage covenant, ratio | 2.5 | ||||
New revolving facility | February 28, 2026 testing date onwards | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required interest coverage covenant, ratio | 3 | ||||
Revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Available for borrowing | 2,900 | 2,900 | $ 2,900 | ||
Export Credit Facility 1 | May 31, 2025 testing date | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required interest coverage covenant, ratio | 2 | ||||
Export Credit Facility 1 | November 30, 2025 testing date | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required interest coverage covenant, ratio | 2.5 | ||||
Export Credit Facility 1 | February 28, 2026 testing date onwards | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required interest coverage covenant, ratio | 3 | ||||
Secured | Costa Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Total debt | 250 | 250 | $ 250 | ||
Secured | 2029 Senior Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | $ 500 | 500 | 500 | ||
Line of credit facility, commitment fee percentage | Rate | 7% | ||||
Secured | Senior Secured First Lien Term Loan B Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | $ 1,300 | 1,300 | $ 1,300 | ||
Secured | Redemptions and Retirements Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption of principal amount | $ 775 | ||||
Debt instrument, interest rate (as a percent) | Rate | 10.50% | 10.50% | 10.50% | ||
Secured | Secured Subsidiary EUR Redemptions and Retirements Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption of principal amount | $ 465 | ||||
Debt instrument, interest rate (as a percent) | Rate | 10.10% | 10.10% | 10.10% | ||
Secured | Senior Secured Redemptions and Retirements Notes Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate (as a percent) | Rate | 9.90% | 9.90% | 9.90% | ||
Long term debt value retired | $ 30 | ||||
Line of credit | Senior Secured First Lien Term Loan B Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, commitment fee percentage | Rate | 3% | ||||
Line of credit | Senior Secured First Lien Term Loan B Facility | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, commitment fee percentage | Rate | 0.75% | ||||
Line of credit | Export Credit Facility Due 2035 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 1,100 | 1,100 | $ 1,100 | ||
Debt instrument, repaid of floating rate | 1,000 | ||||
Value of vessels subject to negative pledges | $ 15,700 | $ 15,700 | 15,700 | ||
Unsecured Debt | Export Credit Facility 1 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, liquidity component minimum threshold | $ 1,500 | ||||
Unsecured Debt | Redemptions and Retirements Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate (as a percent) | Rate | 7.60% | 7.60% | 7.60% | ||
Long term debt value retired | $ 88 | ||||
Unsecured Debt | Redemptions and Retirements Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate (as a percent) | Rate | 5.80% | 5.80% | 5.80% | ||
Long term debt value retired | $ 240 | ||||
Unsecured Debt | Redemptions and Retirements Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Long term debt value retired | 750 | ||||
Costa Crociere S.p.A | Secured | Costa Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 500 | $ 500 | $ 500 | ||
Carnival Bermuda (Holdings) Limited | Senior Priority Notes Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Number of unencumbered vessels | cruise_ship | 12 | 12 | 12 | ||
Ships and ship improvements | $ 8,200 | $ 8,200 | $ 8,200 | ||
Changes in identity of vessels | identity | 0 | ||||
Carnival Bermuda (Holdings) Limited | Secured | Senior Priority Notes Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 2,000 | 2,000 | $ 2,000 | ||
Sun Princess Limited | Line of credit | Export Credit Facility 1 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 200 | 200 | 200 | ||
Sun Princess II Limited | Line of credit | Export Credit Facility 1 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 100 | 100 | 100 | ||
Carnival Bermuda II (Holdings) Limited | New revolving facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 2,100 | ||||
Line of credit facility, current borrowing capacity | $ 3,000 | $ 3,000 | $ 3,000 | $ 2,900 | |
Number of unencumbered vessels | cruise_ship | 3 | 3 | 3 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Debt (Details) $ in Millions | Aug. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
4Q 2023 | $ 462 |
2024 | 2,046 |
2025 | 2,211 |
2026 | 3,194 |
2027 | 6,690 |
Thereafter | 17,490 |
Total | $ 32,093 |
Contingencies and Commitments -
Contingencies and Commitments - Narrative (Details) $ in Millions | 3 Months Ended | |||
Mar. 10, 2023 USD ($) | Aug. 31, 2023 USD ($) classAction | Dec. 30, 2022 USD ($) | Nov. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Loss contingency liability | $ 110 | |||
Loss contingency, fees and costs | $ 4 | |||
Amount awarded from jury | $ 21 | |||
Number of class actions, COVID-19 | classAction | 11 | |||
Number of class actions dismissed or settled, COVID-19 | classAction | 9 | |||
Customer deposit reserve funds returned | $ 912 | |||
Customer deposits | 1,300 | $ 1,700 | ||
Deposit assets | 242 | $ 229 | ||
Escrow deposit | 30 | |||
Restricted cash transferred to unrestricted | $ 413 |
Contingencies and Commitments_2
Contingencies and Commitments - Schedule of New Ship Growth Capital Commitments (Details) $ in Millions | Aug. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2023 | $ 267 |
2024 | 2,422 |
2025 | 957 |
Thereafter | 0 |
Total | $ 3,645 |
Fair Value Measurements, Deri_3
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Estimated Carrying and Fair Values of Financial Instrument Assets and Liabilities Not Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Aug. 31, 2023 | Nov. 30, 2022 |
Carrying Value | ||
Liabilities | ||
Total | $ 32,093 | $ 35,615 |
Carrying Value | Fixed rate debt | ||
Liabilities | ||
Debt | 23,208 | 23,542 |
Carrying Value | Floating rate debt | ||
Liabilities | ||
Debt | 8,885 | 12,074 |
Fair Value | Level 1 | ||
Liabilities | ||
Total | 0 | 0 |
Fair Value | Level 1 | Fixed rate debt | ||
Liabilities | ||
Debt | 0 | 0 |
Fair Value | Level 1 | Floating rate debt | ||
Liabilities | ||
Debt | 0 | 0 |
Fair Value | Level 2 | ||
Liabilities | ||
Total | 29,481 | 28,656 |
Fair Value | Level 2 | Fixed rate debt | ||
Liabilities | ||
Debt | 21,581 | 18,620 |
Fair Value | Level 2 | Floating rate debt | ||
Liabilities | ||
Debt | 7,899 | 10,036 |
Fair Value | Level 3 | ||
Liabilities | ||
Total | 0 | 0 |
Fair Value | Level 3 | Fixed rate debt | ||
Liabilities | ||
Debt | 0 | 0 |
Fair Value | Level 3 | Floating rate debt | ||
Liabilities | ||
Debt | $ 0 | $ 0 |
Fair Value Measurements, Deri_4
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Estimated Fair Value and Basis of Valuation of Financial Instrument Assets And Liabilities Measured at Fair Value on Recurring Basis (Details) - Financial Instruments Measured at Fair Value on a Recurring Basis - USD ($) $ in Millions | Aug. 31, 2023 | Nov. 30, 2022 |
Level 1 | ||
Assets | ||
Cash equivalents | $ 1,505 | $ 2,589 |
Restricted cash | 28 | 1,988 |
Total | 1,533 | 4,576 |
Level 1 | Derivative financial instruments, liabilities | ||
Liabilities | ||
Derivative financial instruments | 0 | 0 |
Level 2 | ||
Assets | ||
Total | 27 | 1 |
Liabilities | ||
Total | 26 | |
Level 2 | Derivative financial instruments, assets | ||
Assets | ||
Derivative financial instruments | 27 | 1 |
Level 2 | Derivative financial instruments, liabilities | ||
Liabilities | ||
Derivative financial instruments | 26 | 0 |
Level 3 | Derivative financial instruments, liabilities | ||
Liabilities | ||
Derivative financial instruments | $ 0 | $ 0 |
Fair Value Measurements, Deri_5
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Estimated Fair Value and Basis of Valuation of Financial Instrument Assets And Liabilities Measured at Fair Value on Recurring Basis Narrative (Details) - USD ($) $ in Millions | Aug. 31, 2023 | Nov. 30, 2022 |
Fair Value Disclosures [Abstract] | ||
Restricted cash (included in other assets) | $ 10 | $ 20 |
Fair Value Measurements, Deri_6
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Valuation of Goodwill (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Aug. 31, 2023 | Nov. 30, 2022 |
Goodwill [Line Items] | |||
Goodwill impairments | $ 0 | ||
Goodwill | $ 579 | $ 579 | |
NAA | |||
Goodwill [Line Items] | |||
Goodwill | $ 579 | $ 579 |
Fair Value Measurements, Deri_7
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Reconciliation of Changes in Carrying Amounts of Trademarks (Details) $ in Millions | 9 Months Ended |
Aug. 31, 2023 USD ($) | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Trademarks, beginning balance | $ 1,151 |
Exchange movements | 12 |
Trademarks, ending balance | 1,163 |
NAA | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Trademarks, beginning balance | 927 |
Exchange movements | 0 |
Trademarks, ending balance | 927 |
Europe | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Trademarks, beginning balance | 224 |
Exchange movements | 12 |
Trademarks, ending balance | $ 236 |
Fair Value Measurements, Deri_8
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Estimated Fair Values of Derivative Financial Instruments and Location on Consolidated Balance Sheets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Aug. 31, 2023 | Nov. 30, 2022 | |
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 27 | $ 1 |
Derivative liabilities | 26 | 0 |
Interest rate swaps – cash flow hedges | Cash flow hedging | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate cash flow hedge asset at fair value | 70 | 89 |
Change in fair value of interest rate swap agreements | 2,500 | |
Cross currency swaps | Cash flow hedging | ||
Derivatives, Fair Value [Line Items] | ||
Cash flow hedge liability fair value | 663 | |
Derivatives designated as hedging instruments | Prepaid expenses and other | Interest rate swaps – cash flow hedges | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 25 | 1 |
Derivatives designated as hedging instruments | Other assets | Interest rate swaps – cash flow hedges | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 1 |
Derivatives designated as hedging instruments | Other long-term liabilities | Cross currency swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 9 | 0 |
Derivatives designated as hedging instruments | Other long-term liabilities | Interest rate swaps – cash flow hedges | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 16 | 0 |
Derivatives not designated as hedging instruments | Prepaid expenses and other | Interest rate swaps – cash flow hedges | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 1 | $ 0 |
Fair Value Measurements, Deri_9
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Derivatives Qualifying and Designated as Hedging Instruments Recognized in Other Comprehensive Income (Details) - Designated as hedging instruments - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Cross currency swaps, included component | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized in AOCI, net investment hedges | $ (10) | $ 40 | $ (1) | $ 72 |
Cross currency swaps, excluded component | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized in AOCI, net investment hedges | 1 | (7) | (3) | (26) |
Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized in AOCI, cash flow hedges | 25 | 1 | 6 | 10 |
Gains (losses) reclassified from AOCI, cash flow hedges | 12 | 0 | 22 | (1) |
Foreign currency zero cost collars | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) reclassified from AOCI, cash flow hedges | 0 | 1 | 1 | 2 |
Cross currency swaps, interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges) | $ 3 | $ 2 | $ 7 | $ 5 |
Fair Value Measurements, Der_10
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Foreign Currency Exchange Rate Risks (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2023 | Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Fair Value, Measurement Inputs, Disclosure [Line Items] | |||||
Change in foreign currency translation adjustment | $ 17 | $ 283 | $ (82) | $ 529 | |
Foreign currency contract commitments | 3,200 | 3,200 | |||
Sterling-denominated | |||||
Fair Value, Measurement Inputs, Disclosure [Line Items] | |||||
Notional amount | 663 | 663 | |||
Repayments of debt | $ 450 | ||||
Change in foreign currency translation adjustment | $ 29 | $ 38 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Aug. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segment Information - Segment R
Segment Information - Segment Reporting (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 6,854 | $ 4,305 | $ 16,197 | $ 8,329 |
Operating costs and expenses | 3,921 | 3,379 | 10,688 | 8,092 |
Selling and administrative | 713 | 625 | 2,162 | 1,774 |
Depreciation and amortization | 596 | 581 | 1,774 | 1,707 |
Operating Income (Loss) | 1,624 | (279) | 1,572 | (3,244) |
NAA | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4,566 | 2,880 | 11,000 | 5,672 |
Operating costs and expenses | 2,661 | 2,280 | 7,132 | 5,335 |
Selling and administrative | 420 | 368 | 1,295 | 1,078 |
Depreciation and amortization | 377 | 358 | 1,115 | 1,046 |
Operating Income (Loss) | 1,107 | (126) | 1,458 | (1,787) |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,060 | 1,266 | 4,819 | 2,389 |
Operating costs and expenses | 1,124 | 983 | 3,303 | 2,529 |
Selling and administrative | 199 | 173 | 634 | 524 |
Depreciation and amortization | 168 | 172 | 506 | 531 |
Operating Income (Loss) | 569 | (62) | 376 | (1,196) |
Cruise Support | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 56 | 41 | 162 | 114 |
Operating costs and expenses | 30 | 21 | 85 | 76 |
Selling and administrative | 87 | 78 | 211 | 154 |
Depreciation and amortization | 47 | 36 | 137 | 104 |
Operating Income (Loss) | (109) | (94) | (271) | (220) |
Tour and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 172 | 118 | 216 | 154 |
Operating costs and expenses | 105 | 94 | 169 | 151 |
Selling and administrative | 7 | 6 | 21 | 17 |
Depreciation and amortization | 3 | 15 | 17 | 26 |
Operating Income (Loss) | $ 56 | $ 3 | $ 9 | $ (40) |
Segment Information - Geographi
Segment Information - Geographic Area Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 6,854 | $ 4,305 | $ 16,197 | $ 8,329 |
North America | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 4,253 | 2,753 | 9,937 | 5,491 |
Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2,165 | 1,456 | 4,798 | 2,676 |
Australia | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 238 | 56 | 883 | 60 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 198 | $ 40 | $ 578 | $ 101 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 1,074 | $ (770) | $ (26) | $ (4,495) |
Interest expense on dilutive convertible notes | 24 | 0 | 0 | 0 |
Net income (loss) for diluted earnings per share | $ 1,098 | $ (770) | $ (26) | $ (4,495) |
Weighted-average shares outstanding (in shares) | 1,263 | 1,185 | 1,262 | 1,154 |
Dilutive effect of equity plans (in shares) | 6 | 0 | 0 | 0 |
Dilutive effect of convertible notes (in shares) | 127 | 0 | 0 | 0 |
Diluted weighted-average shares outstanding (in shares) | 1,396 | 1,185 | 1,262 | 1,154 |
Basic earnings per share (in dollars per share) | $ 0.85 | $ (0.65) | $ (0.02) | $ (3.89) |
Diluted earnings per share (in dollars per share) | $ 0.79 | $ (0.65) | $ (0.02) | $ (3.89) |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Shares Excluded from Diluted Earnings Per Share Computations (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from diluted earnings per share computations (in shares) | 0 | 52 | 134 | 54 |
Equity awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from diluted earnings per share computations (in shares) | 0 | 0 | 3 | 1 |
Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from diluted earnings per share computations (in shares) | 0 | 52 | 131 | 52 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | Aug. 31, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | Nov. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents (Consolidated Balance Sheets) | $ 2,842 | $ 4,029 | ||
Restricted cash (Consolidated Balance Sheets) | 18 | 1,988 | ||
Restricted cash (included in other assets) | 10 | 20 | ||
Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) | $ 2,870 | $ 6,037 | $ 7,107 | $ 8,976 |
Property and Equipment (Details
Property and Equipment (Details) | 9 Months Ended |
Aug. 31, 2023 cruise_ship passenger | |
Europe | |
Property, Plant and Equipment [Line Items] | |
Number of ships sold | cruise_ship | 2 |
Capacity of ships sold | passenger | 3,970 |
Number of ships agreed to sell | cruise_ship | 1 |
Reduction in capacity | passenger | 1,270 |
NAA | |
Property, Plant and Equipment [Line Items] | |
Number of ships sold | cruise_ship | 1 |
Capacity of ships sold | passenger | 460 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2023 | Aug. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Impairments | $ 19 | $ 8 | |
Other Nonoperating Income (Expense) | Adora Cruises | |||
Schedule of Equity Method Investments [Line Items] | |||
Impairments | $ 19 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares repurchased (in shares) | 0 | 0 | 2.3 | 5.2 |
Number of shares sold (in shares) | 0 | 0 | 2.3 | 5.2 |
Net proceeds from Stock Swap Program | $ 2 | $ 8 | ||
Shares issued (in shares) | 0 | 0 | 0.5 | 1.6 |
Average price of common stock sold (in dollars per share) | $ 9.83 | $ 19.27 | ||
Consideration received | $ 5 | $ 30 | ||
Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued (in shares) | 117.5 | |||
Consideration received | $ 1,200 | |||
Shares issued price (in dollars per share) | $ 9.95 | $ 9.95 |