Cover Page
Cover Page - shares | 6 Months Ended | |
May 31, 2021 | Jun. 18, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Entity Central Index Key | 0000815097 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --11-30 | |
Document Quarterly Report | true | |
Document Period End Date | May 31, 2021 | |
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 | 973,824,517 | |
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 Central Index Key | 0001125259 | |
Current Fiscal Year End Date | --11-30 | |
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, Country | GB | |
Entity Address, Postal Zip Code | SO15 1ST | |
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 | 184,132,549 | |
Carnival PLC | Ordinary Shares | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Ordinary Shares ($1.66 par value) | |
Trading Symbol | CUK | |
Security Exchange Name | NYSE | |
Carnival PLC | 1.875% Senior Notes Due 2022 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.875% Senior Notes due 2022 | |
Trading Symbol | CUK22 | |
Security Exchange Name | NYSE | |
Carnival PLC | 1.000% Senior Notes Due 2029 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.000% Senior Notes due 2029 | |
Trading Symbol | CUK29 | |
Security Exchange Name | NYSE |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Revenues | ||||
Revenues | $ 50 | $ 740 | $ 75 | $ 5,529 |
Operating Costs and Expenses | ||||
Operating costs and expenses | 1,665 | 4,918 | 3,214 | 10,420 |
Selling and administrative | 417 | 492 | 879 | 1,170 |
Depreciation and amortization | 567 | 577 | 1,119 | 1,147 |
Goodwill impairments | 0 | 1,364 | 0 | 2,096 |
Operating Income (Loss) | (1,616) | (4,177) | (3,139) | (4,891) |
Nonoperating Income (Expense) | ||||
Interest income | 4 | 6 | 7 | 11 |
Interest expense, net of capitalized interest | (437) | (182) | (835) | (237) |
Other income (expense), net | (11) | (32) | (71) | (39) |
Nonoperating Income (Expense) | (444) | (208) | (900) | (265) |
Income (Loss) Before Income Taxes | (2,060) | (4,385) | (4,039) | (5,155) |
Income Tax Benefit (Expense), Net | (12) | 11 | (6) | 0 |
Net Income (Loss) | $ (2,072) | $ (4,374) | $ (4,045) | $ (5,155) |
Earnings Per Share | ||||
Basic (in dollars per share) | $ (1.83) | $ (6.07) | $ (3.63) | $ (7.34) |
Diluted (in dollars per share) | $ (1.83) | $ (6.07) | $ (3.63) | $ (7.34) |
Cruise | ||||
Operating Costs and Expenses | ||||
Commissions, transportation and other | $ 22 | $ 297 | $ 37 | $ 1,064 |
Onboard and other | 15 | 114 | 22 | 585 |
Payroll and related | 241 | 705 | 460 | 1,315 |
Fuel | 113 | 201 | 216 | 598 |
Food | 17 | 108 | 28 | 385 |
Ship and other impairments | 49 | 589 | 49 | 919 |
Other operating | 224 | 471 | 404 | 1,142 |
Operating costs and expenses | 681 | 2,484 | 1,216 | 6,007 |
Cruise passenger ticket | ||||
Revenues | ||||
Revenues | 20 | 446 | 23 | 3,680 |
Cruise onboard and other | ||||
Revenues | ||||
Revenues | $ 29 | $ 294 | $ 52 | $ 1,849 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss) | $ (2,072) | $ (4,374) | $ (4,045) | $ (5,155) |
Items Included in Other Comprehensive Income (Loss) | ||||
Change in foreign currency translation adjustment | 104 | 23 | 303 | 48 |
Other | 3 | 43 | 7 | 56 |
Other Comprehensive Income (Loss) | 107 | 65 | 310 | 103 |
Total Comprehensive Income (Loss) | $ (1,965) | $ (4,309) | $ (3,735) | $ (5,052) |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | May 31, 2021 | Nov. 30, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 7,067 | $ 9,513 |
Short-term investments | 2,204 | 0 |
Trade and other receivables, net | 218 | 273 |
Inventories | 308 | 335 |
Prepaid expenses and other | 400 | 443 |
Total current assets | 10,198 | 10,563 |
Property and Equipment, Net | 39,499 | 38,073 |
Operating Lease Right-of-Use Assets | 1,415 | 1,370 |
Goodwill | 818 | 807 |
Other Intangibles | 1,198 | 1,186 |
Other Assets | 1,936 | 1,594 |
Total assets | 55,064 | 53,593 |
Current Liabilities | ||
Short-term borrowings | 3,099 | 3,084 |
Current portion of long-term debt | 1,708 | 1,742 |
Current portion of operating lease liabilities | 142 | 151 |
Accounts payable | 499 | 624 |
Accrued liabilities and other | 1,314 | 1,144 |
Customer deposits | 1,992 | 1,940 |
Total current liabilities | 8,754 | 8,686 |
Long-Term Debt | 25,968 | 22,130 |
Long-Term Operating Lease Liabilities | 1,317 | 1,273 |
Other Long-Term Liabilities | 1,149 | 949 |
Contingencies and Commitments | ||
Shareholders’ Equity | ||
Additional paid-in capital | 15,005 | 13,948 |
Retained earnings | 12,030 | 16,075 |
Accumulated other comprehensive income (loss) (“AOCI”) | (1,126) | (1,436) |
Treasury stock, 130 shares at 2021 and 2020 of Carnival Corporation and 59 shares at 2021 and 60 shares at 2020 of Carnival plc, at cost | (8,404) | (8,404) |
Total shareholders’ equity | 17,876 | 20,555 |
Total liabilities and shareholders' equity | 55,064 | 53,593 |
Common Stock | ||
Shareholders’ Equity | ||
Common stock | 11 | 11 |
Ordinary Shares | ||
Shareholders’ Equity | ||
Common stock | $ 361 | $ 361 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | May 31, 2021 | Nov. 30, 2020 |
Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,960,000,000 | 1,960,000,000 |
Common stock, shares issued (in shares) | 1,104,000,000 | 1,060,000,000 |
Treasury stock, shares (in shares) | 130,000,000 | 130,000,000 |
Carnival PLC | Ordinary Shares | ||
Common stock, par value (in dollars per share) | $ 1.66 | $ 1.66 |
Common stock, shares issued (in shares) | 217,000,000 | 217,000,000 |
Treasury stock, shares (in shares) | 59,000,000 | 60,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
May 31, 2021 | May 31, 2020 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (4,045) | $ (5,155) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
Depreciation and amortization | 1,119 | 1,147 |
Impairments | 66 | 3,015 |
Share-based compensation | 66 | 38 |
Amortization of discounts and debt issue costs | 83 | 33 |
Noncash lease expense | 71 | 99 |
(Gain) loss on ship sales and other, net | 80 | (76) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | (2,559) | (900) |
Changes in operating assets and liabilities | ||
Receivables | 31 | (202) |
Inventories | 0 | 58 |
Prepaid expenses and other | (696) | 171 |
Accounts payable | (119) | 1,052 |
Accrued liabilities and other | 236 | 3 |
Customer deposits | 245 | (1,987) |
Net cash provided by (used in) operating activities | (2,862) | (1,804) |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (2,157) | (1,668) |
Proceeds from sales of ships and other | 324 | 236 |
Purchase of minority interest | (90) | (81) |
Purchase of short-term investments | (2,671) | 0 |
Proceeds from maturity of short-term investments | 467 | 0 |
Derivative settlements and other, net | (27) | 257 |
Net cash provided by (used in) investing activities | (4,155) | (1,256) |
FINANCING ACTIVITIES | ||
Proceeds from (repayments of) short-term borrowings, net | 17 | 3,333 |
Principal repayments of long-term debt | (1,365) | (383) |
Proceeds from issuance of long-term debt | 4,980 | 6,674 |
Dividends paid | 0 | (689) |
Purchases of treasury stock | 0 | (12) |
Issuance of common stock, net | 996 | 558 |
Debt issue costs and other, net | (104) | (56) |
Net cash provided by (used in) financing activities | 4,523 | 9,425 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 19 | 1 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (2,474) | 6,366 |
Cash, cash equivalents and restricted cash at beginning of period | 9,692 | 530 |
Cash, cash equivalents and restricted cash at end of period | $ 7,218 | $ 6,896 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Common stock | Ordinary shares | Additional paid-in capital | Retained earnings | AOCI | Treasury stock |
Beginning balance at Nov. 30, 2019 | $ 25,365 | $ 7 | $ 358 | $ 8,807 | $ 26,653 | $ (2,066) | $ (8,394) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (5,155) | (5,155) | |||||
Other comprehensive income (loss) | 103 | 103 | |||||
Issuance of common stock through underwritten public offering (net of offering expenses and underwriters’ discount) | 556 | 1 | 555 | ||||
Cash dividends declared ($0.50 per share) | (342) | (342) | |||||
Equity component of Convertible Senior Notes | 286 | 286 | |||||
Purchases of treasury stock under the Repurchase Program and other | 27 | 2 | 35 | (10) | |||
Ending balance at May. 31, 2020 | 20,840 | 7 | 360 | 9,683 | 21,155 | (1,962) | (8,404) |
Beginning balance at Feb. 29, 2020 | 24,290 | 7 | 358 | 8,829 | 25,527 | (2,028) | (8,404) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (4,374) | (4,374) | |||||
Other comprehensive income (loss) | 65 | 65 | |||||
Issuance of common stock through underwritten public offering (net of offering expenses and underwriters’ discount) | 556 | 1 | 555 | ||||
Equity component of Convertible Senior Notes | 286 | 286 | |||||
Purchases of treasury stock under the Repurchase Program and other | 16 | 2 | 12 | 2 | |||
Ending balance at May. 31, 2020 | 20,840 | 7 | 360 | 9,683 | 21,155 | (1,962) | (8,404) |
Beginning balance at Nov. 30, 2020 | 20,555 | 11 | 361 | 13,948 | 16,075 | (1,436) | (8,404) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (4,045) | (4,045) | |||||
Other comprehensive income (loss) | 310 | 310 | |||||
Issuance of common stock through underwritten public offering (net of offering expenses and underwriters’ discount) | 997 | 996 | |||||
Other | 60 | 60 | |||||
Ending balance at May. 31, 2021 | 17,876 | 11 | 361 | 15,005 | 12,030 | (1,126) | (8,404) |
Beginning balance at Feb. 28, 2021 | 19,813 | 11 | 361 | 14,977 | 14,102 | (1,233) | (8,404) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (2,072) | (2,072) | |||||
Other comprehensive income (loss) | 107 | 107 | |||||
Other | 28 | 28 | |||||
Ending balance at May. 31, 2021 | $ 17,876 | $ 11 | $ 361 | $ 15,005 | $ 12,030 | $ (1,126) | $ (8,404) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) | 6 Months Ended |
May 31, 2020$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Dividends declared per share (in dollars per share) | $ 0.50 |
General
General | 6 Months Ended |
May 31, 2021 | |
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 and Management’s Plans In the face of the global impact of COVID-19, we paused our guest cruise operations in mid-March 2020. As of May 31, 2021, five of our ships were operating with guests onboard. Eight of our nine brands either have resumed or are announced to resume guest operations by November 30, 2021, as part of our phased return to service. Significant events affecting travel, including COVID-19 and our phased resumption of guest cruise operations, have had and continue to have an impact on booking patterns. The full extent of the impact will be determined by our phased return to service and the length of time COVID-19 influences travel decisions. We believe that the ongoing effects of COVID-19 on our operations and global bookings have had, and will continue to have, a material negative impact on our financial results and liquidity. The estimation of our future liquidity requirements includes numerous assumptions that are subject to various risks and uncertainties. The principal assumptions used to estimate our future liquidity requirements consist of: • Expected continued phased resumption of guest cruise operations • Expected lower than comparable historica l occupancy levels during the resumption of guest cruise operations • Expected incremental spend for the resumption of guest cruise operations, for bringing our ships out of pause status, returning crew members to our ships and implementing enhanced health and safety protocols In addition, we make certain assumptions about new ship deliveries, improvements and disposals, and consider the future export credit financings that are associated with the ship deliveries. We cannot make assurances that our assumptions used to estimate our liquidity requirements may not change because we have never previously experienced a complete cessation of our guest cruise operations, and as a consequence, our ability to be predictive is uncertain. In addition, the magnitude and duration of the global pandemic are uncertain. We have made reasonable estimates and judgments of the impact of COVID-19 within our consolidated financial statements and there may be changes to those estimates in future periods. We continue to expect a net loss on both a U.S. GAAP and adjusted basis for the third quarter of 2021 and the full year ending November 30, 2021. We have taken actions to improve our liquidity, including completing various capital market transactions, capital expenditure and operating expense reductions, accelerating the removal of certain ships from our fleet and expect to continue to pursue refinancing opportunities to reduce interest expense and extend maturities. Based on these actions and our assumptions regarding the impact of COVID-19, and considering our $9.3 billion of cash and short-term investments at May 31, 2021, we have concluded that we have sufficient liquidity to satisfy our obligations for at least the next twelve months. Basis of Presentation The Consolidated Statements of Income (Loss), the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Shareholders’ Equity for the three and six months ended May 31, 2021 and 2020, Consolidated Statements of Cash Flows for the six months ended May 31, 2021 and 2020, and the Consolidated Balance Sheet at May 31, 2021 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 2020 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S. Securities and Exchange Commission on January 26, 2021. COVID-19 and the 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 COVID-19 will directly or indirectly impact our business, operations, results of operations and financial condition, including our valuation of goodwill and trademarks, impairment of ships, collectability of trade and notes receivables as well as provisions for pending litigation, will depend on future developments that are highly uncertain. We have made reasonable estimates and judgments of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods. Accounting Pronouncements The Financial Accounting Standards Board 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. This guidance is required to be adopted by us in the first quarter of 2023 and must be applied using either a modified or full retrospective approach. We are currently evaluating the impact this guidance will have on our consolidated financial statements. |
Revenue and Expense Recognition
Revenue and Expense Recognition | 6 Months Ended |
May 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Expense Recognition | Revenue and Expense Recognition Guest cruise deposits 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 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. 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 six months ended May 31, fees, taxes, and charges included in commissions, transportation and other costs were not significant in 2021 and were $41 million and $215 million in 2020. 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. 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, 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. We are providing flexibility to guests with bookings on sailings cancelled due to the pause in cruise operations by allowing guests to receive enhanced future cruise credits (“FCC”) or elect to receive refunds in cash. We have paid and expect to continue to pay cash refunds of customer deposits with respect to a portion of these cancelled cruises. The amount of cash refunds to be paid may depend on the level of guest acceptance of FCCs and future cruise cancellations. We record a liability for FCCs to the extent we have received cash from guests with bookings on cancelled sailings. We had customer deposits of $2.5 billion as of May 31, 2021 and $2.2 billion as of November 30, 2020. As of May 31, 2021, the current portion of customer deposits was $2.0 billion. This amount includes deposits related to cancelled cruises prior to the election of a cash refund by guests. Refunds payable to guests who have elected cash refunds are recorded in accounts payable. Due to the uncertainty associated with the duration and extent of COVID-19, we are unable to estimate the amount of the May 31, 2021 customer deposits that will be recognized in earnings compared to amounts that will be refunded to customers or issued as a credit for future travel . During the six months ended May 31, 2021 and 2020, we recognized revenues of an immaterial amount and $3.5 billion, respectively, related to our customer deposits as of November 30, 2020 and 2019. Historically, our customer deposits balance changes due to the seasonal nature of cash collections, the recognition of revenue, refund of customer deposits 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 other and which are subsequently recognized as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation. We have contract assets of an immaterial amount as of May 31, 2021 and November 30, 2020. |
Debt
Debt | 6 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Export Credit Facility Borrowings In December 2020, we borrowed $1.5 billion under export credit facilities due in semi-annual installments through 2033. 2027 Senior Unsecured Notes In February 2021, we issued an aggregate principal amount of $3.5 billion senior unsecured notes that mature on March 1, 2027 (the “2027 Senior Unsecured Notes”). The 2027 Senior Unsecured Notes bear interest at a rate of 5.8% per year. The 2027 Senior Unsecured Notes are guaranteed by Carnival plc and the same subsidiaries of Carnival Corporation & plc that guarantee the 2023 Secured Notes, 2026 Secured Notes, 2027 Senior Secured Notes and 2026 Senior Unsecured Notes, and are unsecured. The indenture governing the 2027 Senior Unsecured Notes contains covenants that are substantially similar to the covenants in the indentures governing the 2026 Senior Unsecured Notes and, except for the unsecured nature of the 2027 Senior Unsecured Notes, the indentures governing the 2023 Secured Notes, 2026 Secured Notes and 2027 Secured Notes and the credit agreement governing the 2025 Secured Term Loan. These covenants are subject to a number of important limitations and exceptions. Covenant Compliance Our export credit facilities contain one or more covenants that require us to: • Maintain minimum interest coverage (EBITDA to consolidated net interest charges for the most recently ended four fiscal quarters) (the “Interest Coverage Covenant”) of not less than 3.0 to 1.0 at the end of each fiscal quarter • Maintain minimum shareholders’ equity of $5.0 billion • Limit our debt to capital percentage (the “Debt to Capital Covenant”) to 65% at the end of each fiscal quarter • Limit the amounts of our secured assets as well as secured and other indebtedness We entered into supplemental agreements to waive compliance with the Interest Coverage Covenant and the Debt to Capital Covenant under our export credit facilities through August 31, 2022 or November 30, 2022, as applicable. We will be required to comply beginning with the next testing date of November 30, 2022 or February 28, 2023, as applicable. During the first quarter of 2021 we entered into supplemental agreements with respect to our $3.1 billion ($1.7 billion, €1.0 billion and £150 million) multi-currency revolving credit facility (the “Revolving Credit Facility”) and many of our bank loans. These agreements now contain one or more covenants that require us to: • Maintain the Interest Coverage Covenant at the end of each fiscal quarter from February 28, 2023, at a ratio of not less than 2.0 to 1.0 for the February 28, 2023 and May 31, 2023 testing dates, 2.5 to 1.0 for the August 31, 2023 and November 30, 2023 testing dates, and 3.0 to 1.0 for the February 28, 2024 testing date onwards, or through their respective maturity dates. • Maintain minimum shareholders’ equity of $5.0 billion. • Maintain the Debt to Capital Covenant at the end of each fiscal quarter before the November 30, 2021 testing date at a percentage not to exceed 65%. From the November 30, 2021 testing date until the May 31, 2023 testing date, the Debt to Capital Covenant is not to exceed 75%, following which it will be tested at levels which decline ratably to 65% from the May 31, 2024 testing date onwards. • Maintain minimum liquidity of $1.0 billion through November 30, 2022. • Adhere to certain restrictive covenants through November 30, 2024. • Restrict the granting of guarantees and security interests for certain of our outstanding debt through November 30, 2024. At May 31, 2021, 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 acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all 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. As of May 31, 2021, the scheduled maturities of our debt are as follows: (in millions) Year Principal Payments 2021 3Q $ 259 2021 4Q 328 2022 2,782 2023 6,373 2024 (a) 4,571 2025 3,994 Thereafter 13,168 Total $ 31,475 (a) Includes the $3.1 billion Revolving Credit Facility. The Revolving Credit Facility was fully drawn in 2020 for six month terms. The maturities for these borrowings are currently extended through September 2021. We may re-borrow such amounts through August 2024 subject to satisfaction of the conditions in the facility. The Revolving Credit 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. We are required to pay a commitment fee on any undrawn portion. |
Contingencies and Commitments
Contingencies and Commitments | 6 Months Ended |
May 31, 2021 | |
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, two 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, alleging that Carnival “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 “Cuba matters”). On July 9, 2020, the court granted our motion for judgment on the pleadings in the Cuba matter filed by Javier Garcia Bengochea, and dismissed the plaintiff’s action with prejudice. On August 6, 2020, Bengochea filed a notice of appeal. On January 21, 2021, the court continued the trial date in the second Cuba matter to January 31, 2022. We continue to believe we have a meritorious defense to these actions and we believe that any liability which may arise as a result of these actions 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 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. Other Contingencies 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. As of May 31, 2021 and November 30, 2020, we had $939 million and $423 million, respectively, in reserve funds relating to our customer deposits to satisfy these requirements which are included within other assets. We expect a portion of new customer deposits to be withheld under these agreements. Additionally, as of May 31, 2021 and November 30, 2020 we had $166 million of cash collateral in escrow, of which $136 million is included within prepaid expenses and other. We have 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 intent from inadvertent events to malicious motivated attacks. We detected ransomware attacks in August 2020 and December 2020 which resulted in unauthorized access to our information technology systems. We engaged a major cybersecurity firm to investigate these matters and notified law enforcement and regulators of these incidents. For the August 2020 event, the investigation phase is complete, as are the communication and reporting phases. We determined that the unauthorized third-party gained access to certain personal information relating to some guests, employees and crew for some of our operations. For the December 2020 event, the investigation and remediation phases are in process and regulators have been notified. We have been contacted by various regulatory agencies regarding these and other cyber incidents. The New York Department of Financial Services (“NY DFS”) has notified us of their intent to commence proceedings seeking penalties if settlement cannot be reached in advance of litigation. To date, we have not been able to reach an agreement with NY DFS. In addition, State Attorneys General from a number of states are currently investigating a data security event announced in March 2020 and have indicated an intent to seek a negotiated settlement. We continue to work with regulators regarding cyber incidents we have experienced. We have incurred legal and other costs in connection with cyber incidents that have impacted us. While at this time we do not believe that these incidents will have a material adverse effect on our business, operations or financial results, 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. COVID-19 Actions Private Actions We have been named in a number of individual actions related to COVID-19. Private parties have brought approximately 72 lawsuits as of June 21, 2021 in several U.S. federal and state courts as well as in France, Italy and Brazil. 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. Additionally, as of June 21, 2021, ten purported class actions have been brought by former guests from Ruby Princess , Diamond Princess , Grand Princess , Coral Princess, Costa Luminosa or Zaandam in several U.S. federal courts and in the Federal Court of Australia. 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. All COVID-19 actions seek monetary damages and most seek additional punitive damages in unspecified amounts. As previously disclosed, a consolidated class action complaint with new lead plaintiffs, the New England Carpenters Pension and Guaranteed Annuity Fund and the Massachusetts Laborers' Pension and Annuity Fund, was filed in the U.S. District Court for the Southern District of Florida on December 15, 2020 on behalf of all purchasers of Carnival Corporation common stock and/or Carnival plc American Depositary Shares, and sellers of put options and purchasers of call options on those securities, between September 16, 2019 and March 31, 2020, alleging violations of Sections 10(b) and 20(a) of the U.S. Securities and Exchange Act of 1934. On May 28, 2021, the court dismissed the complaint without prejudice. Plaintiff's current deadline to file a second amended complaint is July 2, 2021. We continue to take proper actions to defend against the above claims. Governmental Inquiries and Investigations Federal and non-U.S. governmental agencies and officials are investigating or otherwise seeking information, testimony and/or documents, regarding COVID-19 incidents and related matters. We are investigating these matters internally and are cooperating with all requests. The investigations could result in the imposition of civil and criminal penalties in the future. Ship Commitments As of May 31, 2021, we expect the timing of our new ship growth capital commitments to be as follows: (in millions) Year Remainder of 2021 $ 1,263 2022 4,709 2023 2,517 2024 1,725 2025 1,017 Thereafter — $ 11,231 |
Fair Value Measurements, Deriva
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks | 6 Months Ended |
May 31, 2021 | |
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 May 31, 2021 November 30, 2020 Carrying Fair Value Carrying Fair Value (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Long-term other assets (a) $ 43 $ — $ 26 $ 19 $ 45 $ — $ 17 $ 18 Total $ 43 $ — $ 26 $ 19 $ 45 $ — $ 17 $ 18 Liabilities Fixed rate debt (b) $ 19,087 $ — $ 20,880 $ — $ 15,547 $ — $ 16,258 $ — Floating rate debt (b) 12,389 — 11,872 — 12,034 — 11,412 — Total $ 31,475 $ — $ 32,751 $ — $ 27,581 $ — $ 27,670 $ — (a) Long-term other assets are comprised of notes receivable. 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. (b) The debt amounts above do not include the impact of interest rate swaps or debt issuance costs. 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 May 31, 2021 November 30, 2020 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 7,067 $ — $ — $ 9,513 $ — $ — Restricted cash 150 — — 179 — — Short-term investments (a) 2,204 — — — — — Total $ 9,422 $ — $ — $ 9,692 $ — $ — Liabilities Derivative financial instruments $ — $ 8 $ — $ — $ 10 $ — Total $ — $ 8 $ — $ — $ 10 $ — Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis Valuation of Goodwill and Trademarks As a result of the phased resumption of guest cruise operations and its effect on our expected future operating cash flows, we performed interim discounted cash flow analyses for certain reporting units with goodwill as of May 31, 2021, and determined there was no impairment. For the three and six months ended May 31, 2020, we recognized goodwill impairment charges of $1.4 billion and $2.1 billion, respectively. We also performed trademark impairment reviews and determined there was no impairment to our trademarks. The determination of the fair value of our reporting units’ goodwill and trademarks includes numerous assumptions that are subject to various risks and uncertainties. The effect of COVID-19 and the phased resumption have created some uncertainty in forecasting the operating results and future cash flows used in our impairment analyses. We believe that we have made reasonable estimates and judgments. A change in the conditions, circumstances or strategy (including decisions about the allocation of new ships amongst brands and the transfer of ships between brands), which influence determinations of fair value, may result in a need to recognize an additional impairment charge . The principal assumptions, all of which are considered Level 3 inputs, used in our cash flow analyses consisted of: • The timing of our return to service, changes in market conditions and port or other restrictions • Forecasted revenues net of our most significant variable costs, which are travel agent commissions, costs of air and other transportation, and certain other costs that are directly associated with onboard and other revenues including credit and debit card fees • The allocation of new ships and the timing of the transfer or sale of ships amongst brands, as well as the estimated proceeds from ship sales • Weighted-average cost of capital of market participants, adjusted for the risk attributable to the geographic regions in which these cruise brands operate Refer to Note 1 - “ General, COVID-19 and the Use of Estimates and Risks and Uncertainty ” for additional discussion. Goodwill (in millions) NAA EA Total November 30, 2020 $ 579 $ 228 $ 807 Foreign currency translation adjustment — 11 11 May 31, 2021 $ 579 $ 239 $ 818 (a) North America and Australia ( “ NAA”) (b) Europe and Asia ( “ EA”) Trademarks (in millions) NAA EA Total November 30, 2020 $ 927 $ 253 $ 1,180 Foreign currency translation adjustment — 12 12 May 31, 2021 $ 927 $ 265 $ 1,192 Impairment of Ships We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment. As a result of the effect of COVID-19 on our business, we determined that one ship, which we expect to dispose of, had a net carrying value that exceeded its estimated undiscounted future cash flows as of May 31, 2021. We determined the fair value of this ship based on its estimated selling value. We believe that we have made reasonable estimates and judgments. A change in the principal assumptions, which influences the determination of fair value, may result in a need to perform additional impairment reviews. The principal assumptions, all of which are considered Level 3 inputs, used in our 2020 cash flow analyses consisted of: • Timing of the respective ship's return to service, changes in market conditions and port or other restrictions • Forecasted ship revenues net of our most significant variable costs, which are travel agent commissions, costs of air and other transportation and certain other costs that are directly associated with onboard and other revenues, including credit and debit card fees • Timing of the sale of ships and estimated proceeds We recognized a ship impairment charge of $49 million in our EA segment for both the three and six months ended May 31, 2021 . For the three months ended May 31, 2020, we recognized $348 million and $150 million of ship impairment charges in our NAA and EA segments respectively, and $520 million and $308 million of ship impairment charges in our NAA and EA segments, respectively for the six months ended May 31, 2020. These impairments are included in other operating expenses of our Consolidated Statements of Income (Loss). Refer to Note 1 - “ General, COVID-19 and the Use of Estimates and Risks and Uncertainty ” for additional discussion. Derivative Instruments and Hedging Activities (in millions) Balance Sheet Location May 31, 2021 November 30, 2020 Derivative liabilities Derivatives designated as hedging instruments Interest rate swaps (a) Accrued liabilities and other $ 4 $ 5 Other long-term liabilities 4 5 Total derivative liabilities $ 8 $ 10 (a) We have interest rate swaps designated as cash flow hedges whereby we receive floating interest rate payments in exchange for making fixed interest rate payments. These interest rate swap agreements effectively changed $212 million at May 31, 2021 and $248 million at November 30, 2020 of EURIBOR-based floating rate euro debt to fixed rate euro debt. At May 31, 2021, these interest rate swaps settle through 2025. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain of our derivative assets and liabilities within counterparties. May 31, 2021 (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 $ 8 $ — $ 8 $ — $ 8 November 30, 2020 (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 $ 10 $ — $ 10 $ — $ 10 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 May 31, Six Months Ended (in millions) 2021 2020 2021 2020 Gains (losses) recognized in AOCI: Cross currency swaps - net investment hedges - included component $ — $ 133 $ — $ 131 Cross currency swaps - net investment hedges - excluded component $ — $ (43) $ — $ (1) Foreign currency zero cost collars - cash flow hedges $ — $ 1 $ — $ (1) Foreign currency forwards - cash flow hedges $ — $ 38 $ — $ 53 Interest rate swaps - cash flow hedges $ 1 $ 4 $ 2 $ 4 Gains (losses) reclassified from AOCI - cash flow hedges: Interest rate swaps - Interest expense, net of capitalized interest $ (1) $ (1) $ (3) $ (3) Foreign currency zero cost collars - Depreciation and amortization $ — $ — $ 1 $ — Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges) Cross currency swaps - Interest expense, net of capitalized interest $ — $ 2 $ — $ 12 The amount of estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months is not material. Financial Risks Fuel Price Risks We manage our exposure to fuel price risk by managing our consumption of fuel. Substantially all of our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships. We manage fuel consumption through ship maintenance practices, modifying our itineraries and implementing innovative technologies. 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 currently only hedge certain of our ship commitments and net investments in foreign operations. The financial impacts of the hedging instruments we do employ generally offset the changes in the underlying exposures being hedged. Operational Currency Risks Our operations primarily utilize the U.S. dollar, Australian dollar, euro or sterling 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 May 31, 2021, we have designated $497 million of our sterling-denominated debt as non-derivative hedges of our net investments in foreign operations. For the three and six months ended May 31, 2021, we recognized $8 million and $50 million of losses on these non-derivative net investment hedges in the cumulative translation adjustment section of other comprehensive income (loss). We also have $9 billion of 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. We use foreign currency derivative contracts to manage foreign currency exchange rate risk for some of our ship construction payments. At May 31, 2021, our remaining newbuild currency exchange rate risk primarily relates to euro-denominated newbuild contract payments to non-euro functional currency brands, which represent a total unhedged commitment of $6.8 billion for newbuilds scheduled to be delivered through 2025. The cost of shipbuilding orders that we may place in the future that is denominated in a different currency than our cruise brands’ 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 equivalents, investments, notes receivables, future financing facilities, contingent obligations, derivative instruments, insurance contracts, long-term ship charters 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, long-term ship charters and new ship progress payments to shipyards At May 31, 2021, our exposures under derivative instruments were not material. We also monitor the creditworthiness of travel agencies and tour operators in Asia, Australia and Europe, which includes charter-hire agreements in Asia and credit and debit card providers to which we extend credit in the normal course of our business. 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. Historically, we have not experienced significant credit losses, including counterparty nonperformance, however, because of the impact COVID-19 is having on economies, we have experienced, and may continue to experience, an increase in credit losses. |
Segment Information
Segment Information | 6 Months Ended |
May 31, 2021 | |
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 and Chief Executive 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) EA cruise operations, (3) Cruise Support and (4) Tour and Other. The operating segments within each of our NAA and EA 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 May 31, (in millions) Revenues Operating costs and Selling Depreciation Operating 2021 NAA $ 9 $ 365 $ 233 $ 341 $ (930) EA 33 298 131 186 (582) Cruise Support — 7 43 33 (82) Tour and Other 7 12 11 6 (21) $ 50 $ 681 $ 417 $ 567 $ (1,616) 2020 NAA $ 457 $ 1,631 $ 297 $ 369 $ (2,860) (a) EA 238 773 126 168 (1,174) (b) Cruise Support 22 53 61 33 (125) Tour and Other 24 28 8 7 (19) $ 740 $ 2,484 $ 492 $ 577 $ (4,177) (a) Includes $1.0 billion of goodwill impairment charges. (b) Includes $345 million of goodwill impairment charges. Six Months Ended May 31, (in millions) Revenues Operating costs and Selling Depreciation Operating 2021 NAA $ 19 $ 680 $ 453 $ 676 $ (1,790) EA 41 496 239 370 (1,064) Cruise Support — 15 171 61 (247) Tour and Other 14 25 17 12 (39) $ 75 $ 1,216 $ 879 $ 1,119 $ (3,139) 2020 NAA $ 3,597 $ 3,904 $ 697 $ 733 $ (3,056) (c) EA 1,790 2,090 333 334 (1,743) (d) Cruise Support 66 (34) 126 64 (91) Tour and Other 76 47 14 16 — $ 5,529 $ 6,007 $ 1,170 $ 1,147 $ (4,891) (c) Includes $1.3 billion of goodwill impairment charges. (d) Includes $777 million of goodwill impairment charges. Revenue by geographic areas, which are based on where our guests are sourced, were as follows: (in millions) Three Months Ended May 31, 2020 Six Months Ended May 31, 2020 North America $ 404 $ 3,051 Europe 250 1,616 Australia and Asia 65 680 Other 21 182 $ 740 $ 5,529 As a result of the phased resumption of our guest cruise operations, we have experienced essentially no revenue for the three and six months ended May 31, 2021, as a result current year data is not meaningful and is not included in the table. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
May 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Three Months Ended Six Months Ended (in millions, except per share data) 2021 2020 2021 2020 Net income (loss) for basic and diluted earnings per share $ (2,072) $ (4,374) $ (4,045) $ (5,155) Weighted-average shares outstanding 1,132 721 1,113 702 Dilutive effect of equity plans — — — — Diluted weighted-average shares outstanding 1,132 721 1,113 702 Basic earnings per share $ (1.83) $ (6.07) $ (3.63) $ (7.34) Diluted earnings per share $ (1.83) $ (6.07) $ (3.63) $ (7.34) Antidilutive shares excluded from diluted earnings per share computations were as follows: Three Months Ended Six Months Ended (in millions) 2021 2020 2021 2020 Equity awards 3 — 3 1 Convertible Notes 54 120 54 60 Total antidilutive securities 57 120 57 61 Equity Offering In February 2021, we completed a public offering of 40.5 million shares of Carnival Corporation’s common stock at a price per share of $25.10, resulting in net proceeds of $996 million. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information (in millions) May 31, 2021 November 30, 2020 Cash and cash equivalents (Consolidated Balance Sheets) $ 7,067 $ 9,513 Restricted cash included in prepaid expenses and other and other assets 150 179 Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) $ 7,218 $ 9,692 |
Other Assets
Other Assets | 6 Months Ended |
May 31, 2021 | |
Other Assets [Abstract] | |
Other Assets | Other AssetsWe have a minority interest in the White Pass & Yukon Route (“White Pass”) that includes port, railroad and retail operations in Skagway, Alaska. As a result of the effects of COVID-19 on the 2021 Alaska season, we evaluated whether our investment in White Pass was other than temporarily impaired and performed an impairment assessment during the quarter ended February 28, 2021. As a result of our assessment, we recognized an impairment charge of $17 million for our investment in White Pass in other income (expense), net. As of May 31, 2021, our investment in White Pass was $77 million, consisting of $53 million in equity and a loan of $23 million. As of November 30, 2020, our investment in White Pass was $94 million, consisting of $75 million in equity and a loan of $19 million.We have a minority interest in CSSC Carnival Cruise Shipping Limited (“CSSC-Carnival”), a China-based cruise company which will operate its own fleet designed to serve the Chinese market. Our investment in CSSC-Carnival was $229 million as of May 31, 2021 and $140 million as of November 30, 2020. In December 2019, we sold to CSSC-Carnival a controlling interest in an entity with full ownership of two EA segment ships and recognized a related gain of $107 million, included in other operating expenses in our Consolidated Statements of Income (Loss). In April 2021, we sold to CSSC-Carnival our remaining $283 million investment in the minority interest of the same entity. |
Property and Equipment
Property and Equipment | 6 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Ship Sales Since the pause in guest cruise operations, we have accelerated the removal of ships which were previously expected to be sold over the ensuing years. During 2021, we completed the sale of one NAA segment ship, which represents a passenger-capacity reduction of 670 for our NAA segment. |
General (Policies)
General (Policies) | 6 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of PresentationThe Consolidated Statements of Income (Loss), the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Shareholders’ Equity for the three and six months ended May 31, 2021 and 2020, Consolidated Statements of Cash Flows for the six months ended May 31, 2021 and 2020, and the Consolidated Balance Sheet at May 31, 2021 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 2020 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S. Securities and Exchange Commission on January 26, 2021. |
COVID-19 Use of Estimates and Risks and Uncertainty | COVID-19 and the 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 COVID-19 will directly or indirectly impact our business, operations, results of operations and financial condition, including our valuation of goodwill and trademarks, impairment of ships, collectability of trade and notes receivables as well as provisions for pending litigation, will depend on future developments that are highly uncertain. We have made reasonable estimates and judgments of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods. |
Accounting Pronouncements | Accounting Pronouncements The Financial Accounting Standards Board 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. This guidance is required to be adopted by us in the first quarter of 2023 and must be applied using either a modified or full retrospective approach. We are currently evaluating the impact this guidance will have on our consolidated financial statements. |
Revenue from Contract with Customer | Guest cruise deposits 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 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. 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 six months ended May 31, fees, taxes, and charges included in commissions, transportation and other costs were not significant in 2021 and were $41 million and $215 million in 2020. The remaining portion of fees, taxes and charges are expensed in other operating expenses when the corresponding revenues are recognized. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Annual Maturities of Debt | As of May 31, 2021, the scheduled maturities of our debt are as follows: (in millions) Year Principal Payments 2021 3Q $ 259 2021 4Q 328 2022 2,782 2023 6,373 2024 (a) 4,571 2025 3,994 Thereafter 13,168 Total $ 31,475 (a) Includes the $3.1 billion Revolving Credit Facility. The Revolving Credit Facility was fully drawn in 2020 for six month terms. The maturities for these borrowings are currently extended through September 2021. We may re-borrow such amounts through August 2024 subject to satisfaction of the conditions in the facility. The Revolving Credit 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. We are required to pay a commitment fee on any undrawn portion. |
Contingencies and Commitments (
Contingencies and Commitments (Tables) | 6 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of New Ship Growth Capital Commitments | As of May 31, 2021, we expect the timing of our new ship growth capital commitments to be as follows: (in millions) Year Remainder of 2021 $ 1,263 2022 4,709 2023 2,517 2024 1,725 2025 1,017 Thereafter — $ 11,231 |
Fair Value Measurements, Deri_2
Fair Value Measurements, Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
May 31, 2021 | |
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 May 31, 2021 November 30, 2020 Carrying Fair Value Carrying Fair Value (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Long-term other assets (a) $ 43 $ — $ 26 $ 19 $ 45 $ — $ 17 $ 18 Total $ 43 $ — $ 26 $ 19 $ 45 $ — $ 17 $ 18 Liabilities Fixed rate debt (b) $ 19,087 $ — $ 20,880 $ — $ 15,547 $ — $ 16,258 $ — Floating rate debt (b) 12,389 — 11,872 — 12,034 — 11,412 — Total $ 31,475 $ — $ 32,751 $ — $ 27,581 $ — $ 27,670 $ — (a) Long-term other assets are comprised of notes receivable. 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. (b) The debt amounts above do not include the impact of interest rate swaps or debt issuance costs. 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 May 31, 2021 November 30, 2020 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 7,067 $ — $ — $ 9,513 $ — $ — Restricted cash 150 — — 179 — — Short-term investments (a) 2,204 — — — — — Total $ 9,422 $ — $ — $ 9,692 $ — $ — Liabilities Derivative financial instruments $ — $ 8 $ — $ — $ 10 $ — Total $ — $ 8 $ — $ — $ 10 $ — |
Reconciliation of Changes in Carrying Amounts of Goodwill | Goodwill (in millions) NAA EA Total November 30, 2020 $ 579 $ 228 $ 807 Foreign currency translation adjustment — 11 11 May 31, 2021 $ 579 $ 239 $ 818 (a) North America and Australia ( “ NAA”) (b) Europe and Asia ( “ EA”) |
Reconciliation of Changes in Carrying Amounts of Trademarks | Trademarks (in millions) NAA EA Total November 30, 2020 $ 927 $ 253 $ 1,180 Foreign currency translation adjustment — 12 12 May 31, 2021 $ 927 $ 265 $ 1,192 |
Estimated Fair Values of Derivative Financial Instruments and Location in the Consolidated Balance Sheets | Derivative Instruments and Hedging Activities (in millions) Balance Sheet Location May 31, 2021 November 30, 2020 Derivative liabilities Derivatives designated as hedging instruments Interest rate swaps (a) Accrued liabilities and other $ 4 $ 5 Other long-term liabilities 4 5 Total derivative liabilities $ 8 $ 10 |
Offsetting Derivative Instruments | May 31, 2021 (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 $ 8 $ — $ 8 $ — $ 8 November 30, 2020 (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 $ 10 $ — $ 10 $ — $ 10 |
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 May 31, Six Months Ended (in millions) 2021 2020 2021 2020 Gains (losses) recognized in AOCI: Cross currency swaps - net investment hedges - included component $ — $ 133 $ — $ 131 Cross currency swaps - net investment hedges - excluded component $ — $ (43) $ — $ (1) Foreign currency zero cost collars - cash flow hedges $ — $ 1 $ — $ (1) Foreign currency forwards - cash flow hedges $ — $ 38 $ — $ 53 Interest rate swaps - cash flow hedges $ 1 $ 4 $ 2 $ 4 Gains (losses) reclassified from AOCI - cash flow hedges: Interest rate swaps - Interest expense, net of capitalized interest $ (1) $ (1) $ (3) $ (3) Foreign currency zero cost collars - Depreciation and amortization $ — $ — $ 1 $ — Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges) Cross currency swaps - Interest expense, net of capitalized interest $ — $ 2 $ — $ 12 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
May 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Three Months Ended May 31, (in millions) Revenues Operating costs and Selling Depreciation Operating 2021 NAA $ 9 $ 365 $ 233 $ 341 $ (930) EA 33 298 131 186 (582) Cruise Support — 7 43 33 (82) Tour and Other 7 12 11 6 (21) $ 50 $ 681 $ 417 $ 567 $ (1,616) 2020 NAA $ 457 $ 1,631 $ 297 $ 369 $ (2,860) (a) EA 238 773 126 168 (1,174) (b) Cruise Support 22 53 61 33 (125) Tour and Other 24 28 8 7 (19) $ 740 $ 2,484 $ 492 $ 577 $ (4,177) (a) Includes $1.0 billion of goodwill impairment charges. (b) Includes $345 million of goodwill impairment charges. Six Months Ended May 31, (in millions) Revenues Operating costs and Selling Depreciation Operating 2021 NAA $ 19 $ 680 $ 453 $ 676 $ (1,790) EA 41 496 239 370 (1,064) Cruise Support — 15 171 61 (247) Tour and Other 14 25 17 12 (39) $ 75 $ 1,216 $ 879 $ 1,119 $ (3,139) 2020 NAA $ 3,597 $ 3,904 $ 697 $ 733 $ (3,056) (c) EA 1,790 2,090 333 334 (1,743) (d) Cruise Support 66 (34) 126 64 (91) Tour and Other 76 47 14 16 — $ 5,529 $ 6,007 $ 1,170 $ 1,147 $ (4,891) (c) Includes $1.3 billion of goodwill impairment charges. (d) Includes $777 million of goodwill impairment charges. |
Schedule of Revenue by Geographical Area | Revenue by geographic areas, which are based on where our guests are sourced, were as follows: (in millions) Three Months Ended May 31, 2020 Six Months Ended May 31, 2020 North America $ 404 $ 3,051 Europe 250 1,616 Australia and Asia 65 680 Other 21 182 $ 740 $ 5,529 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
May 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share Computations | Three Months Ended Six Months Ended (in millions, except per share data) 2021 2020 2021 2020 Net income (loss) for basic and diluted earnings per share $ (2,072) $ (4,374) $ (4,045) $ (5,155) Weighted-average shares outstanding 1,132 721 1,113 702 Dilutive effect of equity plans — — — — Diluted weighted-average shares outstanding 1,132 721 1,113 702 Basic earnings per share $ (1.83) $ (6.07) $ (3.63) $ (7.34) Diluted earnings per share $ (1.83) $ (6.07) $ (3.63) $ (7.34) |
Antidilutive Shares Excluded from Diluted Earnings Per Share Computations | Antidilutive shares excluded from diluted earnings per share computations were as follows: Three Months Ended Six Months Ended (in millions) 2021 2020 2021 2020 Equity awards 3 — 3 1 Convertible Notes 54 120 54 60 Total antidilutive securities 57 120 57 61 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Cash Flow Information | (in millions) May 31, 2021 November 30, 2020 Cash and cash equivalents (Consolidated Balance Sheets) $ 7,067 $ 9,513 Restricted cash included in prepaid expenses and other and other assets 150 179 Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) $ 7,218 $ 9,692 |
General (Details)
General (Details) $ in Billions | May 31, 2021USD ($)brandcruise_ship |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of ships, operating | cruise_ship | 5 |
Number of brands, resumed or expected to resume | 8 |
Number of brands | 9 |
Cash, cash equivalents, and short-term investments | $ | $ 9.3 |
Revenue and Expense Recogniti_2
Revenue and Expense Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
May 31, 2020 | May 31, 2021 | May 31, 2020 | Nov. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Fees, taxes, and charges | $ 41 | $ 215 | ||
Customer deposits | $ 2,500 | |||
Customer deposits, future cruise credits | $ 2,200 | |||
Customer deposits, current portion | 1,992 | $ 1,940 | ||
Revenues recognized related to customer deposits at beginning of period | $ 0 | $ 3,500 |
Debt - Narrative (Details)
Debt - Narrative (Details) £ in Millions, € in Billions | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2021USD ($) | May 31, 2021USD ($) | Feb. 28, 2021EUR (€) | Feb. 28, 2021GBP (£) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, conversion ratio | 3 | ||||
Debt instrument, convertible, equity component minimum threshold | $ 5,000,000,000 | $ 5,000,000,000 | |||
Debt instrument, convertible, maximum threshold debt to capital (percent) | 65.00% | ||||
Debt instrument, convertible, liquidity component minimum threshold | $ 1,000,000,000 | ||||
February 28, 2023 and May 31, 2023 testing dates | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required interest coverage covenant, ratio | 2 | ||||
August 31, 2023 and November 30, 2023 testing dates | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required interest coverage covenant, ratio | 2.5 | ||||
February 28, 2024 testing date onwards | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required interest coverage covenant, ratio | 3 | ||||
Before November 30, 2021 testing date | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required debt to capital covenant (percent) | 65.00% | ||||
November 30, 2021 until May 31, 2023 test date | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required debt to capital covenant (percent) | 75.00% | ||||
May 31, 2024 testing date onwards | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant, required debt to capital covenant (percent) | 65.00% | ||||
Export credit facility | Export Credit Facility due 2032 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 1,500,000,000 | ||||
Unsecured Debt | Senior Unsecured Term Loan Facility due 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 3,500,000,000 | ||||
Debt instrument, interest rate (percent) | 5.80% | 5.80% | 5.80% | ||
Unsecured Debt | Revolver Facility Expires August 2024 | |||||
Debt Instrument [Line Items] | |||||
Line of credit | $ 3,100,000,000 | $ 3,100,000,000 | |||
Unsecured Debt | Revolving Credit Facility, Multi-currency, U.S. Dollar-denominated | |||||
Debt Instrument [Line Items] | |||||
Line of credit | $ 1,700,000,000 | ||||
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 | £ | £ 150 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Debt (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | May 31, 2021 | Feb. 28, 2021 | |
Debt Instrument [Line Items] | |||
2021 3Q | $ 259 | ||
2021 4Q | 328 | ||
2022 | 2,782 | ||
2023 | 6,373 | ||
2024 | 4,571 | ||
2025 | 3,994 | ||
Thereafter | 13,168 | ||
Total | 31,475 | ||
Revolver Facility Expires August 2024 | Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 3,100 | $ 3,100 | |
Term | 6 months |
Contingencies and Commitments -
Contingencies and Commitments - Narrative (Details) $ in Millions | 6 Months Ended | |||
May 31, 2021USD ($) | May 31, 2020USD ($) | Jun. 21, 2021lawsuitclassAction | May 02, 2019lawsuit | |
Loss Contingencies [Line Items] | ||||
Number of lawsuits | lawsuit | 2 | |||
Reserve funds | $ 939 | $ 423 | ||
Escrow deposit | 166 | |||
Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Number of lawsuits, COVID-19 | lawsuit | 72 | |||
Number of class actions, COVID-19 | classAction | 10 | |||
Prepaid expenses and other | ||||
Loss Contingencies [Line Items] | ||||
Escrow deposit | $ 136 |
Contingencies and Commitments_2
Contingencies and Commitments - Schedule of New Ship Growth Capital Commitments (Details) $ in Millions | May 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 1,263 |
2022 | 4,709 |
2023 | 2,517 |
2024 | 1,725 |
2025 | 1,017 |
Thereafter | 0 |
Total | $ 11,231 |
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 | May 31, 2021 | Nov. 30, 2020 |
Carrying Value | ||
Assets | ||
Long-term other assets | $ 43 | $ 45 |
Total | 43 | 45 |
Liabilities | ||
Total | 31,475 | 27,581 |
Carrying Value | Fixed rate debt | ||
Liabilities | ||
Debt | 19,087 | 15,547 |
Carrying Value | Floating rate debt | ||
Liabilities | ||
Debt | 12,389 | 12,034 |
Fair Value | Level 1 | ||
Assets | ||
Long-term other assets | 0 | 0 |
Total | 0 | 0 |
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 | ||
Assets | ||
Long-term other assets | 26 | 17 |
Total | 26 | 17 |
Liabilities | ||
Total | 32,751 | 27,670 |
Fair Value | Level 2 | Fixed rate debt | ||
Liabilities | ||
Debt | 20,880 | 16,258 |
Fair Value | Level 2 | Floating rate debt | ||
Liabilities | ||
Debt | 11,872 | 11,412 |
Fair Value | Level 3 | ||
Assets | ||
Long-term other assets | 19 | 18 |
Total | 19 | 18 |
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) - USD ($) $ in Millions | May 31, 2021 | Nov. 30, 2020 |
Assets | ||
Short-term investments | $ 2,204 | $ 0 |
Liabilities | ||
Derivative financial instruments | 8 | 10 |
Financial Instruments Measured at Fair Value on a Recurring Basis | Level 1 | ||
Assets | ||
Restricted cash | 150 | 179 |
Short-term investments | 2,204 | |
Total | 9,422 | 9,692 |
Financial Instruments Measured at Fair Value on a Recurring Basis | Level 1 | Money market funds | ||
Assets | ||
Cash and cash equivalents | 7,067 | 9,513 |
Financial Instruments Measured at Fair Value on a Recurring Basis | Level 2 | ||
Liabilities | ||
Total | 8 | 10 |
Financial Instruments Measured at Fair Value on a Recurring Basis | Level 2 | Derivative financial instruments, liabilities | ||
Liabilities | ||
Derivative financial instruments | $ 8 | $ 10 |
Fair Value Measurements, Deri_5
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Reconciliation of Changes in Carrying Amounts of Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Goodwill [Line Items] | ||||
Goodwill impairments | $ 0 | $ 1,364 | $ 0 | $ 2,096 |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 807 | |||
Foreign currency translation adjustment | 11 | |||
Goodwill, ending balance | 818 | 818 | ||
NAA | ||||
Goodwill [Line Items] | ||||
Goodwill impairments | 1,000 | 1,300 | ||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 579 | |||
Foreign currency translation adjustment | 0 | |||
Goodwill, ending balance | 579 | 579 | ||
EA | ||||
Goodwill [Line Items] | ||||
Goodwill impairments | $ 345 | $ 777 | ||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 228 | |||
Foreign currency translation adjustment | 11 | |||
Goodwill, ending balance | $ 239 | $ 239 |
Fair Value Measurements, Deri_6
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Reconciliation of Changes in Carrying Amounts of Trademarks (Details) $ in Millions | 6 Months Ended |
May 31, 2021USD ($) | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Trademarks, beginning balance | $ 1,180 |
Foreign currency translation adjustment | 12 |
Trademarks, ending balance | 1,192 |
NAA | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Trademarks, beginning balance | 927 |
Foreign currency translation adjustment | 0 |
Trademarks, ending balance | 927 |
EA | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Trademarks, beginning balance | 253 |
Foreign currency translation adjustment | 12 |
Trademarks, ending balance | $ 265 |
Fair Value Measurements, Deri_7
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Impairment of Ships (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
NAA Segment | ||||
Property, Plant and Equipment [Line Items] | ||||
Ship impairment charges | $ 348 | $ 520 | ||
EA Segment | ||||
Property, Plant and Equipment [Line Items] | ||||
Ship impairment charges | $ 49 | $ 150 | $ 49 | $ 308 |
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 | May 31, 2021 | Nov. 30, 2020 |
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 8 | $ 10 |
Interest rate swaps | Derivatives designated as hedging instruments | Accrued liabilities and other | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 4 | 5 |
Interest rate swaps | Derivatives designated as hedging instruments | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 4 | 5 |
Interest rate swaps | Cash flow hedging | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate cash flow hedge asset at fair value | $ 212 | $ 248 |
Fair Value Measurements, Deri_9
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Offsetting Derivative Instruments (Details) - USD ($) $ in Millions | May 31, 2021 | Nov. 30, 2020 |
Assets | ||
Gross Amounts | $ 0 | $ 0 |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Total Net Amounts Presented in the Balance Sheet | 0 | 0 |
Gross Amounts not Offset in the Balance Sheet | 0 | 0 |
Net Amounts | 0 | 0 |
Liabilities | ||
Gross Amounts | 8 | 10 |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Total Net Amounts Presented in the Balance Sheet | 8 | 10 |
Gross Amounts not Offset in the Balance Sheet | 0 | 0 |
Net Amounts | $ 8 | $ 10 |
Fair Value Measurements, Der_10
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 | 6 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Cross currency swaps, included component | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized in AOCI, net investment hedges | $ 0 | $ 133 | $ 0 | $ 131 |
Cross currency swaps, excluded component | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized in AOCI, net investment hedges | 0 | (43) | 0 | (1) |
Foreign currency zero cost collars | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized in AOCI, cash flow hedges | 0 | 1 | 0 | (1) |
Gains (losses) reclassified from AOCI, cash flow hedges | 0 | 0 | 1 | 0 |
Foreign currency forwards | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized in AOCI, cash flow hedges | 0 | 38 | 0 | 53 |
Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized in AOCI, cash flow hedges | 1 | 4 | 2 | 4 |
Gains (losses) reclassified from AOCI, cash flow hedges | (1) | (1) | (3) | (3) |
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) | $ 0 | $ 2 | $ 0 | $ 12 |
Fair Value Measurements, Der_11
Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks - Foreign Currency Exchange Rate Risks (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Fair Value, Measurement Inputs, Disclosure [Line Items] | ||||
Change in foreign currency translation adjustment | $ 104,000,000 | $ 23,000,000 | $ 303,000,000 | $ 48,000,000 |
Foreign currency contract commitments | 6,800,000,000 | 6,800,000,000 | ||
Sterling-denominated | ||||
Fair Value, Measurement Inputs, Disclosure [Line Items] | ||||
Debt instrument, face amount | 497,000,000 | 497,000,000 | ||
Change in foreign currency translation adjustment | 8,000,000 | 50,000,000 | ||
Euro-denominated | ||||
Fair Value, Measurement Inputs, Disclosure [Line Items] | ||||
Debt instrument, face amount | $ 9,000,000,000 | $ 9,000,000,000 |
Segment Information - Segment R
Segment Information - Segment Reporting (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
May 31, 2021USD ($) | May 31, 2020USD ($) | May 31, 2021USD ($)segment | May 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 4 | |||
Revenues | $ 50 | $ 740 | $ 75 | $ 5,529 |
Operating costs and expenses | 681 | 2,484 | 1,216 | 6,007 |
Selling and administrative | 417 | 492 | 879 | 1,170 |
Depreciation and amortization | 567 | 577 | 1,119 | 1,147 |
Operating Income (Loss) | (1,616) | (4,177) | (3,139) | (4,891) |
Goodwill impairments | 0 | 1,364 | 0 | 2,096 |
NAA | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 9 | 457 | 19 | 3,597 |
Operating costs and expenses | 365 | 1,631 | 680 | 3,904 |
Selling and administrative | 233 | 297 | 453 | 697 |
Depreciation and amortization | 341 | 369 | 676 | 733 |
Operating Income (Loss) | (930) | (2,860) | (1,790) | (3,056) |
Goodwill impairments | 1,000 | 1,300 | ||
EA | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 33 | 238 | 41 | 1,790 |
Operating costs and expenses | 298 | 773 | 496 | 2,090 |
Selling and administrative | 131 | 126 | 239 | 333 |
Depreciation and amortization | 186 | 168 | 370 | 334 |
Operating Income (Loss) | (582) | (1,174) | (1,064) | (1,743) |
Goodwill impairments | 345 | 777 | ||
Cruise Support | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 22 | 0 | 66 |
Operating costs and expenses | 7 | 53 | 15 | (34) |
Selling and administrative | 43 | 61 | 171 | 126 |
Depreciation and amortization | 33 | 33 | 61 | 64 |
Operating Income (Loss) | (82) | (125) | (247) | (91) |
Tour and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 7 | 24 | 14 | 76 |
Operating costs and expenses | 12 | 28 | 25 | 47 |
Selling and administrative | 11 | 8 | 17 | 14 |
Depreciation and amortization | 6 | 7 | 12 | 16 |
Operating Income (Loss) | $ (21) | $ (19) | $ (39) | $ 0 |
Segment Information - Geographi
Segment Information - Geographic Area Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 50 | $ 740 | $ 75 | $ 5,529 |
North America | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 404 | 3,051 | ||
Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 250 | 1,616 | ||
Australia and Asia | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 65 | 680 | ||
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 21 | $ 182 |
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 | 6 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) for basic and diluted earnings per share | $ (2,072) | $ (4,374) | $ (4,045) | $ (5,155) |
Weighted-average shares outstanding (in shares) | 1,132 | 721 | 1,113 | 702 |
Dilutive effect of equity plans (in shares) | 0 | 0 | 0 | 0 |
Diluted weighted-average shares outstanding (in shares) | 1,132 | 721 | 1,113 | 702 |
Basic earnings per share (in dollars per share) | $ (1.83) | $ (6.07) | $ (3.63) | $ (7.34) |
Diluted earnings per share (in dollars per share) | $ (1.83) | $ (6.07) | $ (3.63) | $ (7.34) |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Shares Excluded from Diluted Earnings Per Share Computations (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2021 | May 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from diluted earnings per share computations (in shares) | 57 | 120 | 57 | 61 |
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) | 3 | 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) | 54 | 120 | 54 | 60 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - Public Offering $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended |
Feb. 28, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Shares issued (in shares) | shares | 40.5 |
Shares issued price (in dollars per share) | $ / shares | $ 25.10 |
Consideration received | $ | $ 996 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | May 31, 2021 | Nov. 30, 2020 | May 31, 2020 | Nov. 30, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents (Consolidated Balance Sheets) | $ 7,067 | $ 9,513 | ||
Restricted cash included in prepaid expenses and other and other assets | 150 | 179 | ||
Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) | $ 7,218 | $ 9,692 | $ 6,896 | $ 530 |
Other Assets (Details)
Other Assets (Details) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021USD ($) | Dec. 31, 2019USD ($)cruise_ship | May 31, 2021USD ($) | May 31, 2020USD ($) | Nov. 30, 2020USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Impairment charge | $ 66 | $ 3,015 | |||
White Pass And Yukon Route | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Impairment charge | 17 | ||||
Investment, amount | 77 | $ 94 | |||
Investment loan | 23 | 19 | |||
Investment equity | 53 | 75 | |||
CSSC-Carnival | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment, amount | $ 229 | $ 140 | |||
EA Segment | CSSC-Carnival | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of cruise ships | cruise_ship | 2 | ||||
Investment amount sold | $ 283 | $ 107 |
Property and Equipment (Details
Property and Equipment (Details) - NAA | 6 Months Ended |
May 31, 2021cruise_shippassenger | |
Property, Plant and Equipment [Line Items] | |
Number of ships sold | cruise_ship | 1 |
Capacity of ships sold | passenger | 670 |