~~(a) We adopted the provisions of~~ ~~Revenue from Contracts with Customers~~ ~~and~~ ~~Derivatives and Hedging~~ ~~on December 1, 2018.~~


(a)	We adopted the provisions of Revenue from Contracts with Customers and Derivatives and Hedging on December 1, 2018.

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

CARNIVAL CORPORATION & PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – 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.”

Basis of Presentation

The Consolidated Statements of Income, the Consolidated Statements of Comprehensive Income, the Consolidated Statements of Cash Flows and the Consolidated Statements of Shareholders’ Equity for the three and nine months ended ~~February 28,~~August 31, 2019 and 2018, and the Consolidated Balance Sheet at ~~February 28,~~August 31, 2019 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 2018 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S. Securities and Exchange Commission on January 28, 2019. Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year.

Accounting Pronouncements

The Financial Accounting Standards Board (the “FASB”) issued guidance, Revenue from Contracts with Customers (“ASC 606”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. On December 1, 2018, we adopted this guidance using the modified retrospective method tofor all contracts as of the adoption date. Results for reporting periods beginning after December 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting under ASC 605.

The impact of the adoption of ASC 606 on our consolidated financial statements primarily relates to the gross presentation of prepaid travel agent commissions (Consolidated Balance Sheet), shore excursions and other onboard revenues and costs (Consolidated Statement of Income) which were historically presented net. As of December 1, 2018, we recorded a cumulative effect adjustment of $24 million to retained earnings related to the accounting for our loyalty programs.

The following ~~table summarizes~~tables summarize the impacts of ASC 606 adoption on our consolidated financial ~~statements as of and for the three months ended February 28, 2019:~~

statements:



	Three Months Ended August 31, 2019
(in millions)	Prior to adoption of ASC 606			Adjustments			As Reported
Consolidated Statement of Income
Onboard and other (Revenues)	$	1,407		$	449		$	1,855
Revenues (Total)	$	6,084		$	449		$	6,533
Onboard and other (Operating Costs and Expenses)	$	219		$	449		$	668
Operating Costs and Expenses (Total)	$	4,194		$	449		$	4,643
Operating Income	$	1,890		$	—		$	1,890
Net Income	$	1,780		$	—		$	1,780

	Nine Months Ended August 31, 2019
(in millions)	Prior to adoption of ASC 606			Adjustments			As Reported
Consolidated Statement of Income
Onboard and other (Revenues)	$	3,696		$	1,115		$	4,811
Revenues (Total)	$	14,929		$	1,115		$	16,043
Onboard and other (Operating Costs and Expenses)	$	506		$	1,115		$	1,620
Operating Costs and Expenses (Total)	$	12,137		$	1,115		$	13,252
Operating Income	$	2,791		$	—		$	2,791
Net Income	$	2,567		$	—		$	2,567

	At August 31, 2019
(in millions)	Prior to adoption of ASC 606			Adjustments			As Reported
Consolidated Balance Sheet
Prepaid expenses and other	$	488		$	147		$	635
Total current assets	$	2,565		$	147		$	2,712
Customer deposits	$	4,527		$	147		$	4,674
Total current liabilities	$	8,784		$	147		$	8,932

	Nine Months Ended August 31, 2019
(in millions)	Prior to adoption of ASC 606			Adjustments			As Reported
Consolidated Statement of Cash Flows
Prepaid expenses and other	$	(73	)	$	(147	)	$	(220	)
Customer deposits	$	262		$	147		$	409
Net cash provided by operating activities	$	4,414		$	—		$	4,414

(in millions) Prior to adoption of ASC 606 Adjustments As Reported
Consolidated Balance Sheet
Prepaid expenses and other $ 461
$ 142
$ 603
Total current assets $ 1,959
$ 142
$ 2,101
Customer deposits $ 4,613
$ 142
$ 4,755
Total current liabilities $ 9,501
$ 142
$ 9,642

Consolidated Statement of Income
Onboard and other (Revenues) $ 1,123
$ 323
$ 1,446
Revenues (Total) $ 4,350
$ 323
$ 4,673
Onboard and other (Operating Costs and Expenses) $ 145
$ 323
$ 467
Operating Costs and Expenses (Total) $ 3,964
$ 323
$ 4,287
Operating Income $ 386
$ —
$ 386
Net Income $ 336
$ —
$ 336

Consolidated Statement of Cash Flows
Prepaid expenses and other $ (12 ) $ (142 ) $ (154 )
Customer deposits $ 216
$ 142
$ 358
Net cash provided by operating activities $ 1,116
$ —
$ 1,116

The FASB issued amended guidance, Business Combinations - Clarifying the Definition of a Business,which assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. On December 1, 2018, we adopted this guidance using the prospective transition method. The adoption of this guidance had no impact on our consolidated financial statements.

The FASB issued amended guidance, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are aimed at reducing the existing diversity in practice. On December 1, 2018, we adopted this guidance using the retrospective method for each period presented. The adoption of this guidance had no impact on our consolidated financial statements.

The FASB issued amended guidance, Statement of Cash Flows - Restricted Cash. On December 1, 2018, we adopted this guidance using the retrospective method for each period presented. As a result, we now present restricted cash with cash and cash equivalents in the statement of cash flows. The ~~reclassified~~reclassification of restricted cash balances from investing activities to changes in cash, cash equivalents and restricted cash was not material for the period presented.

The FASB issued amended guidance, Service Concession Arrangements, which clarifies that the grantor in a service arrangement should be considered the customer of the operating entity in all cases. On December 1, 2018, we adopted this guidance using the modified retrospective method. The adoption of this guidance had no impact on our consolidated financial statements.

The FASB issued amended guidance, Derivatives and Hedging, which targeted improvements to accounting for hedging activities such as hedging strategies, effectiveness assessments and recognition of derivative gains or losses. On December 1, 2018, we early adopted this guidance using the modified retrospective approach, which did not have a material impact on our financial statements. At the time of adoption, we changed the method by which we assess effectiveness for outstanding net investment hedges from the forward method to the spot method. Under the spot method, the change in fair value of the hedging instrument attributable to hedge effectiveness remains in AOCI until the net investment is sold or liquidated, while the impact attributable to components excluded from the assessment of hedge effectiveness is recorded in interest expense, net of capitalized interest, on a systematic and rational basis. Previous gains or losses incurred under the forward method related to net investment hedges will remain in AOCI within the foreign currency translation adjustments component and will be reclassified to earnings when the net investment is sold or liquidated. As required by this guidance, we have also added certain disclosures about hedging activities and their effect on our consolidated financial statements.

The FASB issued guidance, Leases, which requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. This guidance is required to be adopted by us in the first quarter of 2020 and must be applied using a modified retrospective approach which allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the current period consolidated financial statements. The initial adoption of this guidance is expected to increase both our total assets and total liabilities, reflecting the lease rights and obligations arising from our lease arrangements, and will require additional disclosures. We are evaluating certain contractual arrangements to determine if they contain an implicit right to use an asset that would qualify as a leasing arrangement under the new guidance.

The FASB issued amended guidance, Intangibles - Goodwill and Other - Internal-Use Software, which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance to determine which implementation costs to capitalize as assets or expense as incurred. The expense related to deferred implementation costs is required to be presented in the same income statement line item as the related hosting fees. Additionally, the payments for deferred implementation costs are required to be presented in the same line item in the statement of cash flows as payments for the related hosting fees. This guidance is required to be adopted by us in the first quarter of 2021 and must be applied using either a prospective or a retrospective approach. Early adoption is permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

NOTE 2 – Revenue and Expense Recognition

Guest cruise deposits represent unearned revenues and are initially included in customer deposit liabilities 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 significant. Certain of our product offerings are bundled and we allocate the value of the bundled services and goods between passenger ticket revenues, onboard and other revenues and tour and other revenues based upon the estimated standalone selling prices of those goods and services.

Future travel discount vouchers are included as a reduction of cruise passenger ticket revenues when such vouchers are utilized. Guest cancellation fees are recognized in cruise passenger ticket revenues at the time of cancellation.

Our sale to guests of air and other transportation to and from airports near the home ports of our ships are included in cruise passenger ticket revenues, and the related cost of purchasing these services are included in cruise 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 cruise revenues as concession revenues. All of these amounts are recognized on a completed voyage or pro rata basis as discussed above.

Cruise passenger ticket revenues include fees, taxes and charges collected by us from our guests. A portion of these fees, taxes and charges vary with guest head counts and are directly imposed on a revenue-producing arrangement. This portion of the fees, taxes and charges is expensed in commissions, transportation and other costs when the corresponding revenues are recognized. For the three and nine months ended ~~February 28,~~August 31, the fees, taxes and charges included in passenger ticket revenues and commissions, transportation and other costs were ~~$163~~$186 million and $503 million in 2019 and ~~$148~~$174 million and $465 million in 2018. The remaining portion of fees, taxes and charges are also included in cruise passenger ticket revenues and are expensed in other ship 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 or expenses are incurred. Revenues from the long-term leasing of ships, which are also included in our Tour and Other segment, are recognized ratably over the term of the agreement.

Customer Deposits

Our payment terms generally require an initial deposit to confirm a reservation, ~~and~~with the balance ~~is received~~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. We had customer deposits of $4.9 billion and $4.7 billion as of ~~February 28,~~August 31, 2019 and December 1, 2018. During the ~~three~~nine months ended ~~February 28,~~August 31, 2019, we recognized

revenues of ~~$3.0~~$4.1 billion related to our customer deposits as of December 1, 2018. Our customer deposits balance changes due to the seasonal nature of cash collections, the recognition of revenue and foreign currency translation.

Contract 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 also have receivables from credit card merchants for cruise ticket purchases and onboard revenue. These receivables are included within trade and other receivables, net.

Contract Assets

Contract assets are amounts paid prior to the start of a voyage, which we record as an asset within prepaid expenses and otherand which are subsequently recognized as commissions, transportation and other at the time of revenue recognition. We have contract assets of ~~$142~~$147 million and $151 million as of ~~February 28,~~August 31, 2019 and December 1, 2018.

NOTE 3 – Unsecured Debt

At ~~February 28,~~August 31, 2019, our short-term borrowings consisted of euro-denominated commercial paper of ~~$768~~$238 million. For the ~~three~~nine months ended ~~February 28,~~August 31, 2019, there were no0 borrowings or repayments of commercial paper with original maturities greater than three months. For the ~~three~~nine months ended ~~February 28,~~August 31, 2018, we had borrowings of $2 million and repayments of $0$2 million of commercial paper with original maturities greater than three months.

In December 2018, we borrowed $852 million under an export credit facility due in semi-annual installments through 2031.

In February 2019, we borrowed $587 million under a euro-denominated export credit facility due in semi-annual installments through 2031. We also entered into an $899 million export credit facility, which may be drawn in euro or U.S. dollars in 2023 and will be due in semi-annual installments through 2035. The interest rate on this export credit facility can be fixed or floating, at our discretion.

In March 2019, we borrowed $283 million under 2 euro-denominated floating rate bank loans due in 2023.

In August 2019, we amended and restated our existing multi-currency revolving credit facility which was scheduled to expire in 2021. The amended and restated five-year multi-currency revolving credit facility of $3.0 billion (comprised of $1.7 billion, €1.0 billion and £150 million) expires in 2024.

NOTE 4 – Contingencies

Litigation

InOn May 2, 2019, 2 lawsuits were filed 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. The complaint filed by Havana Docks Corporation alleges it holds an interest in the Havana Cruise Port Terminal and the complaint filed by Javier Garcia-Bengochea alleges that he holds an interest in the Port of Santiago, Cuba, both of which were expropriated by the Cuban Government. The complaints further allege that Carnival Cruise Line “trafficked” in those properties by embarking and disembarking passengers at these facilities. The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs. The court denied our motion to dismiss the complaints filed by Havana Docks Corporation and Javier Garcia-Bengochea, on August 28, 2019 and August 26, 2019, respectively.

We believe we have meritorious defenses to the claims and intend to vigorously defend against them. We do not believe that it is likely that the outcome of these matters will be material, but litigation is inherently unpredictable and there can be no assurances that the final outcome of the case might not be material to our operating results or financial condition.

Additionally, in the normal course of our business, various claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits, or any settlement of claims and lawsuits, are covered by insurance and the maximum amount of our liability, net of any insurance recoverables, is typically limited to our self-insurance retention levels. We believe the ultimate outcome of these claims, lawsuits and settlements, as applicable, each and in the aggregate, will not have a material impact on our consolidated financial statements.

Contingent Obligations – Indemnifications

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 our 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.

NOTE 5 – 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.

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


	February 28, 2019								November 30, 2018								August 31, 2019								November 30, 2018
	Carrying Value		Fair Value						Carrying Value		Fair Value						Carrying Value		Fair Value						Carrying Value		Fair Value
(in millions)	Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3
Assets
Long-term other assets (a)	$	123	$	—	$	31	$	91	$	127	$	—	$	30	$	95	$	186	$	—	$	31	$	154	$	127	$	—	$	30	$	95
Total	$	123	$	—	$	31	$	91	$	127	$	—	$	30	$	95	$	186	$	—	$	31	$	154	$	127	$	—	$	30	$	95
Liabilities
Fixed rate debt (b)	$	6,875	$	—	$	7,030	$	—	$	5,699	$	—	$	5,799	$	—	$	6,560	$	—	$	6,947	$	—	$	5,699	$	—	$	5,799	$	—
Floating rate debt (b)	4,822		—		4,867		—		4,695		—		4,727		—		4,278		—		4,338		—		4,695		—		4,727		—
Total	$	11,697	$	—	$	11,897	$	—	$	10,394	$	—	$	10,526	$	—	$	10,839	$	—	$	11,285	$	—	$	10,394	$	—	$	10,526	$	—



~~Commission file number: 001-9610~~		~~Commission file number: 001-15136~~

Carnival Corporation			Carnival plc
(Exact name of registrant as specified in its charter)			(Exact name of registrant as specified in its charter)

Republic of Panama			England and Wales
(State or other jurisdiction of incorporation or organization)			(State or other jurisdiction of incorporation or organization)

59-1562976			98-0357772
(I.R.S. Employer Identification No.)			(I.R.S. Employer Identification No.)

3655 N.W. 87th Avenue ~~Miami, Florida 33178-2428~~			Carnival House, 100 Harbour Parade,
Miami,	Florida	33178-2428	Southampton	SO15 1ST,	United Kingdom
(Address of principal executive offices) (Zip Code)			(Address of principal executive offices) (Zip Code)



(305)	599-2600	011	44 23 8065 5000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)

None		None
(Former name, former address and former fiscal year, if changed since last report)		(Former name, former address and former fiscal year, if changed since last report)


~~(305) 599-2600~~	~~011 44 23 8065 5000~~
Common Stock (~~Registrant’s telephone number,~~ ~~including area code)~~$0.01 par value)		Ordinary Shares each represented by American Depositary Shares (~~Registrant’s telephone number,~~ ~~including area code)~~ $1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust
(Title of each class)		(Title of each class)

~~None~~CCL		~~None~~CUK
(~~Former name, former address~~ ~~and former fiscal year, if~~ ~~changed since last report)~~ Trading Symbol)		(~~Former name, former address~~ ~~and former fiscal year, if~~ ~~changed since last report)~~ Trading Symbol)

New York Stock Exchange, Inc.		New York Stock Exchange, Inc.
(Name of each exchange on which registered)		(Name of each exchange on which registered)



Large accelerated filers	☑	Accelerated filers	☐	Non-accelerated filers	☐	Smaller reporting companies	☐	Emerging growth companies	☐



		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3039
	��
Item 4.	Controls and Procedures	3039

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	3139

Item 1A.	Risk Factors	3139

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3139

Item 6.	Exhibits	3440

SIGNATURES		3642



☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



~~At April 1, 2019, Carnival Corporation had outstanding 526,957,537 shares of Common Stock, $0.01 par value.~~		At April 1, 2019, Carnival plc had outstanding 190,024,517 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 526,957,537 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.


	Three Months Ended February 28,						Three Months Ended August 31,						Nine Months Ended August 31,
	2019			2018			2019			2018			2019			2018
Revenues
Cruise
Passenger ticket	$	3,199		$	3,148		$	4,477		$	4,353		$	10,934		$	10,694
Onboard and other	1,446			1,071			1,855			1,316			4,811			3,509
Tour and other	29			13			200			167			299			222
	4,673			4,232			6,533			5,836			16,043			14,425
Operating Costs and Expenses
Cruise
Commissions, transportation and other	709			663			803			760			2,125			2,000
Onboard and other	467			140			668			207			1,620			485
Payroll and related	557			558			548			537			1,671			1,638
Fuel	381			359			401			434			1,204			1,166
Food	268			264			284			275			821			804
Other ship operating	731			711			719			655			2,192			2,115
Tour and other	29			14			109			90			198			140
	3,142			2,709			3,532			2,958			9,833			8,348
Selling and administrative	629			616			563			573			1,813			1,794
Depreciation and amortization	516			488			548			511			1,607			1,510
	4,287			3,813			4,643			4,042			13,252			11,653
Operating Income	386			419			1,890			1,794			2,791			2,772
Nonoperating Income (Expense)
Interest income	4			3			8			5			16			10
Interest expense, net of capitalized interest	(51		)	(48		)	(52		)	(49		)	(157		)	(147		)
Gains on fuel derivatives, net	—			16			—			4			—			61
Other (expense) income, net	(2		)	1
Other income (expense), net							(19		)	(9		)	(27		)	2
	(49		)	(28		)	(63		)	(50		)	(168		)	(74		)
Income Before Income Taxes	338			390			1,827			1,744			2,624			2,699
Income Tax Expense, Net	(2		)	—			(47		)	(37		)	(56		)	(40		)
Net Income	$	336		$	391		$	1,780		$	1,707		$	2,567		$	2,659
Earnings Per Share
Basic	$	0.48		$	0.54		$	2.58		$	2.42		$	3.72		$	3.73
Diluted	$	0.48		$	0.54		$	2.58		$	2.41		$	3.71		$	3.72


	February 28, 2019			November 30, 2018			August 31, 2019			November 30, 2018
ASSETS
Current Assets
Cash and cash equivalents	$	649		$	982		$	1,153		$	982
Trade and other receivables, net	406			358			441			358
Inventories	444			450			482			450
Prepaid expenses and other	603			436			635			436
Total current assets	2,101			2,225			2,712			2,225
Property and Equipment, Net	37,005			35,336			36,466			35,336
Goodwill	2,943			2,925			2,886			2,925
Other Intangibles	1,181			1,176			1,166			1,176
Other Assets	700			738			771			738
	$	43,930		$	42,401		$	44,001		$	42,401
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term borrowings	$	768		$	848		$	238		$	848
Current portion of long-term debt	1,684			1,578			1,607			1,578
Accounts payable	798			730			695			730
Accrued liabilities and other	1,637			1,654			1,718			1,654
Customer deposits	4,755			4,395			4,674			4,395
Total current liabilities	9,642			9,204			8,932			9,204
Long-Term Debt	9,134			7,897			8,893			7,897
Other Long-Term Liabilities	912			856			882			856
Contingencies
Shareholders’ Equity
Common stock of Carnival Corporation, $0.01 par value; 1,960 shares authorized; 657 shares at 2019 and 656 shares at 2018 issued	7			7			7			7
Ordinary shares of Carnival plc, $1.66 par value; 217 shares at 2019 and 2018 issued	358			358			358			358
Additional paid-in capital	8,776			8,756			8,798			8,756
Retained earnings	25,033			25,066			26,576			25,066
Accumulated other comprehensive income (loss) (“AOCI”)	(1,869		)	(1,949		)	(2,183		)	(1,949		)
Treasury stock, 130 shares at 2019 and 129 shares at 2018 of Carnival Corporation and 53 shares at 2019 and 48 shares at 2018 of Carnival plc, at cost	(8,063		)	(7,795		)
Treasury stock, 130 shares at 2019 and 129 shares at 2018 of Carnival Corporation and 57 shares at 2019 and 48 shares at 2018 of Carnival plc, at cost							(8,261		)	(7,795		)
Total shareholders’ equity	24,241			24,443			25,295			24,443
	$	43,930		$	42,401		$	44,001		$	42,401


																			Three Months Ended
																			Common stock		Ordinary shares		Additional paid-in capital		Retained earnings			AOCI			Treasury stock			Total shareholders’ equity
At May 31, 2018																			$	7	$	358	$	8,721	$	23,564		$	(1,855	)	$	(6,862	)	$	23,933
Net income																			—		—		—		1,707			—			—			1,707
Other comprehensive income (loss)																			—		—		—		—			14			—			14
Cash dividends declared ($0.50 per share)																			—		—		—		(350		)	—			—			(350		)
Purchases of treasury stock under the Repurchase Program and other																			—		—		19		—			—			(670		)	(651		)
At August 31, 2018																			$	7	$	358	$	8,741	$	24,921		$	(1,840	)	$	(7,533	)	$	24,654

At May 31, 2019																			$	7	$	358	$	8,785	$	25,138		$	(2,076	)	$	(8,104	)	$	24,108
Net income																			—		—		—		1,780			—			—			1,780
Other comprehensive income (loss)																			—		—		—		—			(107		)	—			(107		)
Cash dividends declared ($0.50 per share)																			—		—		—		(342		)	—			—			(342		)
Purchases of treasury stock under the Repurchase Program and other																			—		—		13		—			—			(157		)	(144		)
At August 31, 2019																			$	7	$	358	$	8,798	$	26,576		$	(2,183	)	$	(8,261	)	$	25,295

																			Nine Months Ended
	Common stock		Ordinary shares		Additional paid-in capital		Retained earnings			AOCI			Treasury stock			Total shareholders’ equity			Common stock		Ordinary shares		Additional paid-in capital		Retained earnings			AOCI			Treasury stock			Total shareholders’ equity
At November 30, 2017	$	7	$	358	$	8,690	$	23,292		$	(1,782	)	$	(6,349	)	$	24,216		$	7	$	358	$	8,690	$	23,292		$	(1,782	)	$	(6,349	)	$	24,216
Net income	—		—		—		391			—			—			391			—		—		—		2,659			—			—			2,659
Other comprehensive income	—		—		—		—			295			—			295
Cash dividends declared ($0.45 per share)	—		—		—		(322		)	—			—			(322		)
Other comprehensive income (loss)																			—		—		—		—			(59		)	—			(59		)
Cash dividends declared ($1.45 per share)																			—		—		—		(1,029		)	—			—			(1,029		)
Purchases of treasury stock under the Repurchase Program and other	—		—		18		—			—			(216		)	(198		)	—		—		51		—			—			(1,184		)	(1,133		)
At February 28, 2018	$	7	$	358	$	8,708	$	23,360		$	(1,486	)	$	(6,565	)	$	24,382
At August 31, 2018																			$	7	$	358	$	8,741	$	24,921		$	(1,840	)	$	(7,533	)	$	24,654

At November 30, 2018	$	7	$	358	$	8,756	$	25,066		$	(1,949	)	$	(7,795	)	$	24,443		$	7	$	358	$	8,756	$	25,066		$	(1,949	)	$	(7,795	)	$	24,443
Changes in accounting principles (a)	—		—		—		(24		)	—			—			(24		)	—		—		—		(24		)	—			—			(24		)
Net income	—		—		—		336			—			—			336			—		—		—		2,567			—			—			2,567
Other comprehensive income	—		—		—		—			79			—			79
Cash dividends declared ($0.50 per share)	—		—		—		(345		)	—			—			(345		)
Other comprehensive income (loss)																			—		—		—		—			(234		)	—			(234		)
Cash dividends declared ($1.50 per share)																			—		—		—		(1,034		)	—			—			(1,034		)
Purchases of treasury stock under the Repurchase Program and other	—		—		20		—			—			(268		)	(248		)	—		—		42		—			—			(467		)	(424		)
At February 28, 2019	$	7	$	358	$	8,776	$	25,033		$	(1,869	)	$	(8,063	)	$	24,241
At August 31, 2019																			$	7	$	358	$	8,798	$	26,576		$	(2,183	)	$	(8,261	)	$	25,295


(a)	Long-term other assets are comprised of notes ~~receivable.~~receivables, which include loans on ship sales. The fair values of our Level 2 notes receivable were based on estimated future cash flows discounted at appropriate market interest rates. The fair values of our Level 3 notes receivable were estimated using risk-adjusted discount rates.



	Trademarks
(in millions)	NAA Segment		EA Segment		Total
At November 30, 2018	$	927	$	242	$	1,169
Foreign currency translation adjustment	—		5		5
At February 28, 2019	$	927	$	247	$	1,174



(in millions)	Balance Sheet Location	February 28, 2019		November 30, 2018		Balance Sheet Location	August 31, 2019		November 30, 2018
Derivative assets
Derivatives designated as hedging instruments
Cross currency swaps (a)	Prepaid expenses and other	$	16	$	—	Prepaid expenses and other	$	20	$	—
						Other assets	18		—
Total derivative assets		$	16	$	—		$	37	$	—
Derivative liabilities
Derivatives designated as hedging instruments
Cross currency swaps (a)	Accrued liabilities and other	$	6	$	5	Accrued liabilities and other	$	—	$	5
	Other long-term liabilities	22		—
Interest rate swaps (b)	Accrued liabilities and other	7		8
Foreign currency zero cost collars (b)						Accrued liabilities and other	5		—
Interest rate swaps (c)						Accrued liabilities and other	7		8
	Other long-term liabilities	11		11		Other long-term liabilities	12		11
		47		23			25		23
Derivatives not designated as hedging instruments
Fuel	Accrued liabilities and other	—		6		Accrued liabilities and other	—		6
Total derivative liabilities		$	47	$	29		$	25	$	29


(a)	At ~~February 28,~~August 31, 2019 and November 30, 2018, we had cross currency swaps totaling ~~$1.0 billion~~$943 million and $156 million, respectively, that are designated as hedges of our net investment in foreign operations with a euro-denominated functional currency. At ~~February 28,~~August 31, 2019, these cross currency swaps settle through December 2030.



	Entered Into	Matures in	Weighted-Average Floor Rate		Weighted- Average Ceiling Rate
Carnival Panorama	2019	October 2019	$	1.05	$	1.28
Enchanted Princess	2019	June 2020	$	1.04	$	1.28
Mardi Gras	2019	August 2020	$	1.04	$	1.28


(b)	At August 31, 2019, we had foreign currency derivatives consisting of foreign currency zero cost collars that are designated as foreign currency cash flow hedges for a portion of our euro-denominated shipbuilding payments. See “Newbuild Currency Risks” below for additional information regarding these derivatives.



	August 31, 2019
(in millions)	Gross Amounts		Gross Amounts Offset in the Balance Sheet			Total Net Amounts Presented in the Balance Sheet		Gross Amounts not Offset in the Balance Sheet			Net Amounts
Assets	$	38	$	(1	)	$	37	$	(1	)	$	36
Liabilities	$	26	$	(1	)	$	25	$	(1	)	$	24

	November 30, 2018
(in millions)	Gross Amounts		Gross Amounts Offset in the Balance Sheet			Total Net Amounts Presented in the Balance Sheet		Gross Amounts not Offset in the Balance Sheet			Net Amounts
Assets	$	—	$	—		$	—	$			$	—
Liabilities	$	29	$	—		$	29	$	—		$	29


•	Conducting business with large, well-established financial institutions, insurance companies and export credit agencies


•	Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales, long-term ship charters and new ship progress payments to shipyards



	Three Months Ended August 31,
(in millions)	Revenues		Operating costs and expenses			Selling and administrative		Depreciation and amortization		Operating income (loss)
2019
NAA	$	4,256	$	2,327		$	339	$	345	$	1,246
EA	2,035		1,058			150		165		662
Cruise Support	42		39			65		29		(92		)
Tour and Other	200		109			9		9		74
	$	6,533	$	3,532		$	563	$	548	$	1,890
2018
NAA	$	3,805	$	1,981		$	333	$	323	$	1,168
EA	1,832		891			172		150		621
Cruise Support	31		(4		)	64		28		(57		)
Tour and Other	167		90			4		10		62
	$	5,836	$	2,958		$	573	$	511	$	1,794

	Nine Months Ended August 31,
(in millions)	Revenues		Operating costs and expenses			Selling and administrative		Depreciation and amortization		Operating income (loss)
2019
NAA	$	10,495	$	6,370		$	1,034	$	1,012	$	2,079
EA	5,122		3,166			540		483		933
Cruise Support	128		99			217		84		(272		)
Tour and Other	299		198			21		28		52
	$	16,043	$	9,833		$	1,813	$	1,607	$	2,791
2018
NAA	$	9,325	$	5,385		$	1,039	$	940	$	1,961
EA	4,784		2,783			551		466		984
Cruise Support	94		40			183		76		(204		)
Tour and Other	222		140			22		29		31
	$	14,425	$	8,348		$	1,794	$	1,510	$	2,772



	Three Months Ended February 28,
(in millions)	Revenues		Operating costs and expenses		Selling and administrative		Depreciation and amortization		Operating income (loss)
2019
NAA	$	3,077	$	2,010	$	353	$	328	$	386
EA	1,526		1,075		205		152		93
Cruise Support	42		27		65		28		(78		)
Tour and Other	29		29		6		9		(15		)
	$	4,673	$	3,142	$	629	$	516	$	386
2018
NAA	$	2,684	$	1,658	$	367	$	299	$	360
EA	1,503		1,005		188		157		154
Cruise Support	32		33		55		23		(78		)
Tour and Other	13		14		6		10		(17		)
	$	4,232	$	2,709	$	616	$	488	$	419



(in millions)	Three Months Ended February 28, 2019
North America	$	2,520
Europe	1,399
Australia and Asia	584
Other	170
	$	4,673



	Three Months Ended August 31,				Nine Months Ended August 31,
(in millions, except per share data)	2019		2018		2019		2018
Net income for basic and diluted earnings per share	$	1,780	$	1,707	$	2,567	$	2,659
Weighted-average shares outstanding	689		706		691		712
Dilutive effect of equity plans	2		2		2		2
Diluted weighted-average shares outstanding	691		707		693		714
Basic earnings per share	$	2.58	$	2.42	$	3.72	$	3.73
Diluted earnings per share	$	2.58	$	2.41	$	3.71	$	3.72



• Net revenue yields	• Net cruise costs, excluding fuel per available lower berth day
• Booking levels	• Estimates of ship depreciable lives and residual values
• Pricing and occupancy	• Goodwill, ship and trademark fair values
• Interest, tax and fuel expenses	• Liquidity
• Currency exchange rates	• Adjusted earnings per share


•	Adverse world events impacting the ability or desire of people to travel may lead to a decline in demand for cruises


•	Incidents concerning our ships, guests or the cruise vacation industry as well as adverse weather conditions and other natural disasters may impact the satisfaction of our guests and crew and lead to reputational damage


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


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


•	Ability to recruit, develop and retain qualified shipboard personnel who live away from home for extended periods of time may adversely impact our business operations, guest services and satisfaction


•	Increases in fuel prices and availability of fuel supply may adversely impact our scheduled itineraries and costs


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


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


•	Geographic regions in which we try to expand our business may be slow to develop or ultimately not develop how we expect


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


(b)	For the three months ended ~~February 28,~~August 31, 2019 compared to the three months ended ~~February 28,~~ August 31,2018, we had a ~~4.1%~~5.8% capacity increase in ALBDs comprised of a ~~5.0%~~1.7% capacity increase in our NAA segment and a ~~2.5%~~13% capacity increase in our EA segment.