TIDMCCL
RNS Number : 7250S
Carnival PLC
10 July 2020
July 10, 2020
RELEASE OF CARNIVAL CORPORATION & PLC QUARTERLY REPORT ON
FORM 10-Q AND
CARNIVAL PLC GROUP HALF-YEARLY FINANCIAL REPORT
Carnival Corporation & plc is hereby announcing that today
it has released its three and six months results of operations in
its earnings release and filed its joint Quarterly Report on Form
10-Q ( " Form 10-Q " ) with the U.S. Securities and Exchange
Commission ( " SEC " ) containing the Carnival Corporation &
plc 2020 three and six months unaudited consolidated financial
statements.
The information included in the attached Schedules A, B and C is
extracted from the Form 10-Q and has been prepared in accordance
with SEC rules and regulations. The Carnival Corporation & plc
unaudited consolidated financial statements contained in the Form
10-Q have been prepared in accordance with generally accepted
accounting principles in the United States of America ( " U.S. GAAP
" ).
-- Schedule A contains the Carnival Corporation & plc
unaudited consolidated financial statements as of and for the three
and six months ended May 31, 2020
-- Schedule B contains management's discussion and analysis ( "
MD&A " ) of financial conditions and results of operations
-- Schedule C contains information on Carnival Corporation and
Carnival plc's sales and purchases of their equity securities and
use of proceeds from such sales
In addition, the Directors are today presenting in the attached
Schedule D, the unaudited interim condensed financial statements
for the Carnival plc Group ( " Interim Financial Statements " ) as
of and for the six months ended May 31, 2020. The Interim Financial
Statements exclude the consolidated results of Carnival Corporation
and are prepared under International Financial Reporting Standards
as adopted by the European Union.
The Directors consider that within the Carnival Corporation and
Carnival plc dual listed company ( " DLC " ) arrangement, the most
appropriate presentation of Carnival plc's results and financial
position is by reference to the Carnival Corporation & plc U.S.
GAAP unaudited consolidated financial statements ( " DLC Financial
Statements " ).
All these schedules (A, B, C & D) are presented together as
Carnival plc's Group half-yearly financial report ( " Interim
Financial Report " ) in accordance with the requirements of the UK
Disclosure Guidance and Transparency Rules.
MEDIA CONTACT INVESTOR RELATIONS CONTACT
Roger Frizzell Beth Roberts
001 305 406 7862 001 305 406 4832
The Form 10-Q, including the portions extracted for this
announcement, is available for viewing on the SEC website at
www.sec.gov under Carnival Corporation or Carnival plc or the
Carnival Corporation & plc website at www.carnivalcorp.com or
www.carnivalplc.com. A copy of the Form 10-Q has been submitted to
the National Storage Mechanism and will shortly be available for
inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism .
Additional information can be obtained via Carnival Corporation
& plc's website listed above or by writing to Carnival plc at
Carnival House, 100 Harbour Parade, Southampton, SO15 1ST, United
Kingdom.
Carnival Corporation & plc is one of the world's largest
leisure travel companies with a portfolio of nine of the world's
leading cruise lines. With operations in North America, Australia,
Europe and Asia, its portfolio features - Carnival Cruise Line,
Princess Cruises, Holland America Line, P&O Cruises
(Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O Cruises
(UK) and Cunard.
Additional information can be found on www.carnivalcorp.com,
www.carnivalsustainability.com, www.carnival.com, www.princess.com,
www.hollandamerica.com, www.pocruises.com.au, www.seabourn.com,
www.costacruise.com, www.aida.de, www.pocruises.com and
www.cunard.com.
SCHEDULE A
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in millions, except per share data)
Three Months Ended Six Months Ended
May 31, May 31,
2020 2019 2020 2019
Revenues
Passenger ticket $ 446 $ 3,257 $ 3,680 $6,456
Onboard and other 294 1,580 1,849 3,054
740 4,838 5,529 9,511
Operating Costs and Expenses
Commissions, transportation and other 297 613 1,064 1,322
Onboard and other 114 485 585 952
Payroll and related 705 566 1,315 1,123
Fuel 201 423 598 804
Food 108 269 385 538
Ship and other impairments 589 - 919 -
Other operating 471 803 1,142 1,562
2,484 3,159 6,007 6,301
Selling and administrative 492 621 1,170 1,250
Depreciation and amortization 577 542 1,147 1,059
Goodwill impairment 1,364 - 2,096 -
4,918 4,323 10,420 8,609
Operating Income (Loss) (4,177) 515 (4,891) 902
Nonoperating Income (Expense)
Interest income 6 5 11 9
Interest expense, net of capitalized
interest (182) (54) (237) (105)
Other income (expense), net (32) (7) (39) (9)
(208) (56) (265) (105)
Income (Loss) Before Income Taxes (4,385) 459 (5,155) 797
Income Tax Benefit (Expense), Net 11 (8) - (10)
Net Income (Loss) $ (4,374) $ 451 $ (5,155) $ 787
Earnings Per Share
Basic $ (6.07) $ 0.65 $ (7.34) $ 1.14
Diluted $ (6.07) $ 0.65 $ (7.34) $ 1.13
========= ====== ======== =====
The accompanying notes are an integral part of these
consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in millions)
Three Months Six Months Ended
Ended May 31, May 31,
2020 2019 2020 2019
Net Income (Loss) $ (4,374) $ 451 $ (5,155) $ 787
Items Included in Other Comprehensive Income
(Loss)
Change in foreign currency translation
adjustment 23 (194) 48 (114)
Other 43 (13) 56 (13)
Other Comprehensive Income (Loss) 65 (207) 103 (127)
Total Comprehensive Income (Loss) $ (4,309) $ 244 $ (5,052) $ 660
======== === ========= ====
The accompanying notes are an integral part of these
consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions, except par values)
November
May 31, 30, 2019
2020
ASSETS
Current Assets
Cash and cash equivalents $ 6,881 $ 518
Trade and other receivables, net 604 444
Inventories 362 427
Prepaid expenses and other 374 671
Total current assets 8,222 2,059
Property and Equipment, Net 37,139 38,131
Operating Lease Right-of-Use Assets (a) 1,413 -
Goodwill 790 2,912
Other Intangibles 1,168 1,174
Other Assets 1,086 783
$ 49,817 $ 45,058
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ 3,562 $ 231
Current portion of long-term debt 2,373 1,596
Current portion of operating lease liabilities (a) 153 -
Accounts payable 1,809 756
Accrued liabilities and other 1,343 1,809
Customer deposits 2,618 4,735
Total current liabilities 11,858 9,127
Long-Term Debt 14,870 9,675
Long-Term Operating Lease Liabilities (a) 1,292 -
Other Long-Term Liabilities 956 890
Contingencies
Shareholders' Equity
Common stock of Carnival Corporation, $0.01 par value;
1,960 shares authorized; 731 shares at 2020 and 657
shares at 2019 issued 7 7
Ordinary shares of Carnival plc, $1.66 par value;
217 shares at 2020 and 2019 issued 360 358
Additional paid-in capital 9,683 8,807
Retained earnings 21,155 26,653
Accumulated other comprehensive income (loss) ("AOCI") (1,962) (2,066)
Treasury stock, 130 shares at 2020 and 2019 of Carnival
Corporation and 60 shares at 2020 and 2019 of Carnival
plc, at cost (8,404) (8,394)
Total shareholders' equity 20,840 25,365
$ 49,817 $ 45,058
====== =======
-- We adopted the provisions of Leases on December 1, 2019.
The accompanying notes are an integral part of these
consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in millions)
Six Months Ended
May 31,
2020 2019
OPERATING ACTIVITIES
Net income (loss) $ (5,155) $ 787
Adjustments to reconcile net income (loss) to net cash
provided by operating activities
Depreciation and amortization 1,147 1,059
Impairments 3,015 2
Share-based compensation 38 27
Gain on ship sales and other, net 56 7
(900) 1,883
Changes in operating assets and liabilities
Receivables (202) (50)
Inventories 58 5
Prepaid expenses and other 171 (302)
Accounts payable 1,052 68
Accrued liabilities and other 3 48
Customer deposits (1,987) 1,516
Net cash provided by (used in) operating activities (1,804) 3,169
INVESTING ACTIVITIES
Purchases of property and equipment (1,668) (3,021)
Proceeds from sales of ships 236 6
Payments of fuel derivative settlements - (6)
Purchase of minority interest (81) -
Derivative settlements and other, net 257 103
Net cash provided by (used in) investing activities (1,256) (2,918)
FINANCING ACTIVITIES
Proceeds from (repayments of) short-term borrowings, net 3,333 (357)
Principal repayments of long-term debt (383) (338)
Proceeds from issuance of long-term debt 6,674 1,722
Dividends paid (689) (694)
Purchases of treasury stock (12) (316)
Issuance of common stock, net 558 2
Other, net (56) (45)
Net cash provided by (used in) financing activities 9,425 (26)
Effect of exchange rate changes on cash, cash equivalents
and restricted cash 1 (5)
Net increase (decrease) in cash, cash equivalents and
restricted cash 6,366 220
Cash, cash equivalents and restricted cash at beginning
of period 530 996
Cash, cash equivalents and restricted cash at end of period $ 6,896 $ 1,215
======== =====
The accompanying notes are an integral part of these
consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
(in millions)
Three Months Ended
Additional Total
Common Ordinary paid-in Retained Treasury shareholders'
stock shares capital earnings AOCI stock equity
At February 28, 2019 $ 7 $ 358 $ 8,776 $ 25,033 $(1,869) $(8,063) $ 24,241
Net income (loss) - - - 451 - - 451
Other
comprehensive
income
(loss) - - - - (207) - (207)
Cash dividends
declared
($0.50 per share) - - - (346) - - (346)
Purchases of
treasury
stock under the
Repurchase
Program and other - - 9 - - (41) (32)
At May 31, 2019 $ 7 $ 358 $ 8,785 $ 25,138 $(2,076) $(8,104) $ 24,108
At February 29, 2020 $ 7 $ 358 $ 8,829 $ 25,527 $(2,028) $(8,404) $ 24,290
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) 1 - 555 - - - 556
Equity component
of Convertible
Senior Notes - - 286 - - - 286
Purchases of
treasury
stock under the
Repurchase
Program and other - 2 12 2 - - 16
At May 31, 2020 $ 7 $ 360 $ 9,683 $ 21,155 $(1,962) $(8,404) $ 20,840
Six Months Ended
Additional Total
Common Ordinary paid-in Retained Treasury shareholders'
stock shares capital earnings AOCI stock equity
At November 30, 2018 $ 7 $ 358 $ 8,756 $ 25,066 $(1,949) $(7,795) $ 24,443
Changes in
accounting
principles (a) - - - (24) - - (24)
Net income (loss) - - - 787 - - 787
Other
comprehensive
income
(loss) - - - - (127) - (127)
Cash dividends
declared
($1.00 per share) - - - (691) - - (691)
Purchases of
treasury
stock under the
Repurchase
Program and other - - 29 - - (310) (280)
At May 31, 2019 $ 7 $ 358 $ 8,785 $ 25,138 $(2,076) $(8,104) $ 24,108
At November 30, 2019 $ 7 $ 358 $ 8,807 $ 26,653 $(2,066) $(8,394) $ 25,365
Net income (loss) - - - (5,155) - - (5,155)
Other
comprehensive
income
(loss) - - - - 103 - 103
Cash dividends
declared
($0.50 per share) - - - (342) - - (342)
Issuance of common
stock
through
underwritten
public
offering (net of
offering
expenses and
underwriters'
discount) 1 - 555 - - - 556
Equity component
of Convertible
Senior Notes - - 286 - - - 286
Purchases of
treasury
stock under the
Repurchase
Program and other - 2 35 - - (10) 27
At May 31, 2020 $ 7 $ 360 $ 9,683 $ 21,155 $(1,962) $(8,404) $ 20,840
=== === === ===== === ======= ====== ======= ======= ==== =========
-- We adopted the provisions of Revenue from Contracts with
Customers and Derivatives and Hedging on December 1, 2018.
The accompanying notes are an integral part of these
consolidated financial statements.
CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - General
The consolidated financial statements include the accounts of
Carnival Corporation and Carnival plc and their respective
subsidiaries. Together with their consolidated subsidiaries, they
are referred to collectively in these consolidated financial
statements and elsewhere in this joint Quarterly Report on Form
10-Q as "Carnival Corporation & plc," "our," "us" and "we."
Liquidity and Management's Plans
Due to the spread of COVID-19, we previously announced a pause
of our global cruise operations. Significant events affecting
travel, including COVID-19, typically have an impact on booking
patterns, with the full extent of the impact generally determined
by the length of time the event influences travel decisions. We
believe that the effects of COVID-19 on our operations and global
bookings will continue to have a material negative impact on our
financial results and liquidity, and such negative impact may
continue well beyond the containment of such outbreak.
We cannot assure you that our assumptions used to estimate our
liquidity requirements will be correct 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, duration and speed of the
global pandemic are uncertain. As a consequence, we cannot estimate
the impact on our business, financial condition or near- or
longer-term financial or operational results with reasonable
certainty, but we continue to expect a net loss on both a U.S. GAAP
and adjusted basis for the second half of 2020. We have taken and
continue to take actions to improve our liquidity, including
capital expenditure and operating expense reductions, suspending
dividend payments on, and the repurchase of, common stock of
Carnival Corporation and ordinary shares of Carnival plc and
pursuing various financing transactions. In May 2020, we announced
a combination of layoffs, furloughs and salary reductions across
the company, including senior management.
Based on these actions and assumptions regarding the impact of
COVID-19, we have concluded that we will be able to generate
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), the Consolidated
Statements of Cash Flows and the Consolidated Statements of
Shareholders' Equity for the three and six months ended May 31,
2020 and 2019, and the Consolidated Balance Sheet at May 31, 2020
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 2019 joint Annual Report on Form
10-K ("Form 10-K") and Form 10-K/A filed with the U.S. Securities
and Exchange Commission on January 28, 2020 and March 31, 2020,
respectively.
For the three and six months ended May 31, 2019, we reclassified
$71 million and $99 million from tour and other revenues to onboard
and other revenues as well as $61 million and $90 million from tour
and other costs and expenses to other operating cost and expenses
in order to conform to the current year presentation.
COVID-19 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 believe that 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
On December 1, 2019, we adopted the FASB issued guidance,
Leases, using the modified retrospective approach, which allows
entities to either apply the new lease standard to the beginning of
the earliest period presented or only to the consolidated financial
statements in the period of adoption without restating prior
periods. We have elected to apply the new guidance at the date of
adoption without restating prior periods.
We have implemented changes to our internal controls to address
the collection, recording, and accounting for leases in accordance
with the new guidance. Upon adoption of the new guidance, the most
significant impact was the recognition of $1.4 billion of
right-of-use assets and lease liabilities relating to operating
leases, reported within operating lease right-of-use assets and
long-term operating lease liabilities, with the current portion of
the liability reported within current portion of operating lease
liabilities, in our Consolidated Balance Sheet as of December 1,
2019. There was no cumulative effect of applying the new standard
and accordingly there was no adjustment to our retained earnings
upon adoption. This guidance had an immaterial impact on our
Consolidated Statements of Income (Loss), Consolidated Statements
of Comprehensive Income (Loss), Consolidated Statements of Cash
Flows and the compliance with debt covenants under our current
agreements.
The FASB issued amended guidance, Intangibles - Goodwill and
Other - Internal-Use Software, which requires a customer in a cloud
computing arrangement that is a service contract to follow the
internal-use software guidance to determine which implementation
costs to capitalize as assets or expense as incurred. The expense
related to deferred implementation costs is required to be
presented in the same net income (loss) line item as the related
hosting fees. Additionally, the payments for deferred
implementation costs are required to be presented in the same line
item in the Consolidated Statements of Cash Flows as payments for
the related hosting fees. This guidance is required to be adopted
by us in the first quarter of 2021 and must be applied using either
a prospective or a retrospective approach. Early adoption is
permitted. We are currently evaluating the impact this guidance
will have on our consolidated financial statements.
The FASB issued amended guidance, Financial Instruments - Credit
Losses, which requires an entity to present the net amount expected
to be collected for certain financial assets, including trade
receivables. On initial recognition and at each reporting period,
this guidance will require an entity to recognize an allowance that
reflects the entity's current estimate of credit losses expected to
be incurred over the life of the financial instrument. This
guidance is required to be adopted by us in the first quarter of
2021 and will be applied prospectively with a cumulative-effect
adjustment to retained earnings. Early adoption is permitted. We
are currently evaluating the impact this guidance will have on our
consolidated financial statements.
NOTE 2 - Revenue and Expense Recognition
Guest cruise deposits are initially included in customer deposit
liabilities when received. Customer deposits are subsequently
recognized as cruise revenues, together with revenues from onboard
and other activities, and all associated direct costs and expenses
of a voyage are recognized as cruise costs and expenses, upon
completion of voyages with durations of ten nights or less and on a
pro rata basis for voyages in excess of ten nights. The impact of
recognizing these shorter duration cruise revenues and costs and
expenses on a completed voyage basis versus on a pro rata basis is
not significant. Certain of our product offerings are bundled and
we allocate the value of the bundled services and goods between
passenger ticket revenues 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 cruise 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 $41 million and
$215 million in 2020 and $154 million and $317 million in 2019. 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 expect to be required 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 length of the pause and level of guest acceptance of
FCCs. 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 $2.9 billion as of May 31, 2020 and $4.9
billion as of November 30, 2019. The current portion of our
customer deposits was $2.6 billion as of May 31, 2020. These
amounts include 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, 2020
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, 2020 and
2019, we recognized revenues of $3.5 billion and $3.7 billion
related to our customer deposits as of November 30, 2019 and
December 1, 2018. 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 $9 million and $154
million as of May 31, 2020 and December 1, 2019.
NOTE 3 - Debt
At May 31, 2020, our short-term borrowings consisted primarily
of $3.0 billion borrowing under our multicurrency revolving credit
facility (the "Revolving Facility"), $467 million commercial paper,
$58 million euro-denominated commercial paper and $31 million
sterling-denominated commercial paper. For the six months ended May
31, 2020, we had borrowings of $525 million and no repayments of
commercial paper with original maturities greater than three
months. For the six months ended May 31, 2019, there were no
borrowings or repayments of commercial paper with original
maturities greater than three months.
In December 2019, we borrowed $823 million under an export
credit facility due in semi-annual installments through fiscal year
2032.
2023 Secured Notes
In April 2020, we issued $4.0 billion aggregate principal amount
of 11.5% first-priority senior secured notes due in 2023 (the "2023
Secured Notes"). The 2023 Secured Notes mature on April 1, 2023
unless earlier redeemed or repurchased. They are guaranteed by
Carnival plc and certain of our subsidiaries that own or operate
our vessels and material intellectual property, and are secured by
collateral, which includes vessels and intellectual property with a
net book value of $28.3 billion as of May 31, 2020 and certain
other assets. Prior to January 1, 2023, we may redeem the 2023
Secured Notes, in whole or in part, at a redemption price equal to
100% of the principal amount, plus a "make-whole" premium and
accrued and unpaid interest to the redemption date. On or after
January 1, 2023, we may redeem the 2023 Secured Notes, in whole or
in part, at a redemption price equal to 100% of the principal
amount, plus accrued and unpaid interest to the redemption date. We
may also redeem the 2023 Secured Notes, in whole but not in part,
at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest to the redemption date,
if Carnival Corporation or any guarantor would have to pay any
additional amounts on the 2023 Secured Notes due to a change in tax
laws, regulations or rulings or a change in the official
application, administration or interpretation thereof. Upon the
occurrence of certain change of control events, we are required to
offer to repurchase the 2023 Secured Notes at a price equal to 101%
of the principal amount, plus accrued and unpaid interest to the
purchase date.
The indenture governing the 2023 Secured Notes contains
covenants that limit our ability to, among other things: (i) incur
additional indebtedness or issue certain preferred shares; (ii)
make dividend payments on or make other distributions in respect of
our capital stock or make other restricted payments; (iii) make
certain investments; (iv) sell certain assets; (v) create liens on
assets; (vi) consolidate, merge, sell or otherwise dispose of all
or substantially all of our assets; and (vii) enter into certain
transactions with our affiliates. These covenants are subject to a
number of important limitations and exceptions.
Convertible Notes
In April 2020, we issued $2.0 billion aggregate principal amount
of 5.75% convertible senior notes due 2023 (the "Convertible
Notes"). The Convertible Notes mature on April 1, 2023, unless
earlier repurchased or redeemed by us or earlier converted in
accordance with their terms prior to the maturity date. The
Convertible Notes are guaranteed on a senior unsecured basis by
Carnival plc and our subsidiaries that guarantee the 2023 Secured
Notes.
The Convertible Notes are convertible by holders, subject to the
conditions described below, into cash, shares of our common stock,
or a combination thereof, at our election. The Convertible Notes
have an initial conversion rate of 100 shares of our common stock
per $1,000 principal amount of the Convertible Notes, equivalent to
an initial conversion price of $10 per share of common stock. The
initial conversion price is subject to certain anti-dilutive
adjustments and may also increase if the Convertible Notes are
converted in connection with a tax redemption or certain corporate
events.
The Convertible Notes are convertible at any time prior to the
close of business on the business day immediately preceding January
1, 2023, only under the following circumstances:
(a) during any fiscal quarter commencing after the fiscal
quarter ended on May 31, 2020 (and only during such fiscal
quarter), if the last reported sale price of the common stock for
at least 20 trading days (whether or not consecutive) during a
period of 30 consecutive trading days ending on the last trading
day of the immediately preceding fiscal quarter is greater than or
equal to 130% of the conversion price on each applicable trading
day;
(a) during the five business day period after any five
consecutive trading day period (the "measurement period") in which
the trading price per $1,000 principal amount of Convertible Notes
for each trading day of the measurement period was less than 98% of
the product of the last reported sale price per share of common
stock and the conversion rate on each such trading day;
(b) prior to the close of business on the second scheduled
trading day immediately preceding any tax redemption date; or
-- upon the occurrence of specified corporate events.
On or after January 1, 2023, until the close of business on the
second scheduled trading day immediately preceding the maturity
date, holders may convert their Convertible Notes at any time.
As of May 31, 2020, the conditions allowing holders of the
Convertible Notes to convert have not been met and therefore the
Convertible Notes are not yet convertible. Subsequent to May 31,
2020, the holders are entitled to convert all or any portion of
their Convertible Notes at any time during the calendar quarter
starting on July 1, 2020 and ending on September 30, 2020, at the
conversion rate of 100 shares of common stock per $1,000 principal
amount of Convertible Notes.
If we undergo certain corporate events (each, a "fundamental
change"), subject to certain conditions, holders may require us
to
repurchase for cash all or any portion of their Convertible
Notes at a price equal to 100% of the principal amount of the
Convertible Notes to be repurchased, plus accrued and unpaid
interest to the fundamental change repurchase date.
We may redeem the Convertible Notes, in whole but not in part,
at any time on or prior to December 31, 2022 at a redemption price
equal to 100% of the principal amount thereof, plus accrued and
unpaid interest to the redemption date, if we or any guarantor
would have to pay any additional amounts on the Convertible Notes
due to a change in tax laws, regulations or rulings or a change in
the official application, administration or interpretation
thereof.
We account for the Convertible Notes as separate liability and
equity components. We determined the carrying amount of the
liability component as the present value of its cash flows.
The carrying amount of the equity component representing the
conversion option was $286 million and was calculated by deducting
the carrying value of the liability component from the initial
proceeds from the Convertible Notes. The excess of the principal
amount of the Convertible Notes over the carrying amount of the
liability component represents a debt discount that is amortized to
interest expense over the term of the Convertible Notes under the
effective interest rate method using an effective interest rate of
12.9%. The equity component is not re-measured as long as it
continues to meet the conditions for equity classification.
The net carrying value of the liability component of the
Convertible Notes was as follows:
(in millions) May 31, 2020
Principal $ 2,013
Less: Unamortized debt discount and transaction costs (333)
$ 1,680
==========
The interest expense recognized related to the Convertible Notes
was as follows:
Three and Six Months
(in millions) ended May 31, 2020
Contractual interest expense $ 17
Amortization of debt discount and transaction costs 15
$ 32
======= =============
Modifications
In February 2020, we extended a $452 million
sterling-denominated floating rate bank loan, originally maturing
in 2022, to 2025 with an option to extend to 2026.
In April 2020, we amended and extended a $166 million
euro-denominated fixed rate bank loan, originally maturing in
September 2020, to a floating rate loan maturing in March 2021.
Certain export credit agencies have offered 12-month debt
amortization and a financial covenant holiday ("Debt Holiday"). We
entered into supplemental agreements or side letters for Debt
Holiday amendments to defer certain principal repayments otherwise
due through March 31, 2021 through the creation of separate
tranches of loans under the facilities with repayments made over
the following four years.
Debt Covenant Compliance
Many of our debt agreements contain one or more financial
covenants that require us to:
-- Maintain minimum debt service coverage
-- Maintain minimum shareholders' equity
-- Limit our debt to capital ratio
-- Limit the amounts of our secured and other indebtedness
At May 31, 2020, we were in compliance with all of our debt
covenants.
Under the terms of certain of our debt facilities, we are
required to maintain minimum debt service coverage (EBITDA to
consolidated net interest charges for the most recently ended four
fiscal quarters) of not less than 3.0 to 1.0 at the end of each
fiscal quarter. We have entered into supplemental agreements or
side letters to amend our agreements with respect to this covenant
to:
-- Waive compliance, in conjunction with the Debt Holiday, for
our export credit facilities through March 31, 2021, August 31,
2021 or December 31, 2021, as applicable. We will be required to
comply beginning with the next testing date of May 31, 2021,
November 30, 2021 or February 28, 2022, respectively.
-- Waive compliance through November 30, 2021 for certain of our
bank loans. We will be required to comply beginning with the next
testing date of February 28, 2022.
-- Waive compliance for the remaining applicable bank loans
through their respective maturity dates.
Any covenant waiver may lead to increased costs, increased
interest rates, additional restrictive covenants and other
available lender protections that would be applicable. There can be
no assurance that we would be able to obtain additional waivers in
a timely manner, or on acceptable terms at all. If we were not able
to obtain additional waivers or repay the debt facilities, this
would lead to an event of default and potential acceleration of
amounts due under all of our outstanding debt and derivative
contract payables. As a result, the failure to obtain the
additional waivers would have a material adverse effect on us.
Secured Term Loan Facility
In June 2020, we borrowed an aggregate principal amount of $2.8
billion in two tranches ($1.9 billion and EUR800 million), under a
first-priority senior secured term loan facility that matures on
June 30, 2025 (the "Secured Term Loan Facility"). The U.S. dollar
tranche bears interest at a rate per annum equal to adjusted LIBOR
(with a 1% floor) plus 7.5%. The euro tranche bears interest at a
rate per annum equal to EURIBOR (with a 0% floor) plus 7.5%. Both
tranches of the Secured Term Loan Facility are prepayable, in whole
or in part, at our option at a price equal to the face value plus a
customary make-whole amount for the first year after closing, 102%
of the face value for the second year after closing and par
thereafter. The Secured Term Loan Facility is guaranteed by
Carnival plc and the same subsidiaries that currently guarantee,
and is secured on a first-priority basis by the same collateral
that currently secures, the 2023 Secured Notes. The Secured Term
Loan Facility contains covenants that are substantially similar to
the covenants in the indenture governing the 2023 Secured Notes.
These covenants are subject to a number of important limitations
and exceptions.
Credit Ratings Update
In March and April 2020, Moody's and S&P Global downgraded
our long-term issuer, senior secured and senior unsecured debt
ratings. Our short-term commercial paper credit ratings were also
downgraded. In May and June 2020, Moody's and S&P Global
further downgraded our long-term issuer rating and our short-term
rating, which prevents us from issuing additional commercial paper
except for government-backed programs. In addition, our long-term
ratings were placed on review for further downgrade by both rating
agencies.
NOTE 4 - Contingencies
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 in this section.
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. The existing assertions are in their initial stages. 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, an action was 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.
On April 17, 2020, the court reversed its dismissal of the
virtually identical cases brought by Havana Docks Corporation
against other cruise lines, and at that time, denied our pending
motion for reconsideration on our prior motion to dismiss and
allowed the plaintiff to file an amended complaint. As a result, on
April 27, 2020, we filed a motion seeking leave to appeal. On May
18, 2020, we filed a motion to dismiss the plaintiff's amended
complaint and the briefing is now complete. On June 26, 2020, the
court denied our motion seeking leave to appeal and denied our
motion to stay discovery for 90 days.
Contingent Obligations - Indemnifications
Some of the debt contracts we enter into include indemnification
provisions obligating us to make payments to the counterparty if
certain events occur. These contingencies generally relate to
changes in taxes or changes in laws which increase our lender's
costs. There are no stated or notional amounts included in the
indemnification clauses, and we are not able to estimate the
maximum potential amount of future payments, if any, under these
indemnification clauses.
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 card processor. As of May
31, 2020, we have been requested to provide reserve funds of $27
million and have had $14 million of customer deposits withheld to
satisfy these requirements. We expect the funds withheld under
these agreements will be approximately $80 million per month up to
a maximum of $600 million.
COVID-19 Actions
Class Actions
On April 7, 2020, Paul Turner, a former guest from Costa
Luminosa, filed a purported class action against Costa Crociere,
S.p.A. ("Costa") and Costa Cruise Line, Inc. in the U.S. District
Court for the Southern District of Florida seeking compensation
based on alleged severe emotional distress associated with being
exposed to COVID-19 onboard and/or alleged physical injuries and
severe emotional distress associated with contracting COVID-19
onboard. The action asserts claims for negligence, negligent
infliction of emotional distress, intentional infliction of
emotional distress, misleading advertising in violation of Florida
Statute -- 817.41, and negligent misrepresentation.
On April 8, 2020, numerous former guests from Grand Princess
filed a purported class action against Carnival Corporation &
plc and two of our subsidiaries, Princess Cruise Lines Ltd.
("Princess") and Fairline Shipping International Corporation, Ltd.
("Fairline"), seeking compensation based on alleged severe
emotional distress associated with being exposed to COVID-19
onboard, contracting COVID-19 onboard, and/or contracting COVID-19
while onboard and subsequently passing away as a result of
COVID-19. The complaint asserts claims for negligence and gross
negligence. This action was originally filed in the U.S. District
Court for the Northern District of California, however, on May 4,
2020, the parties entered into a stipulation, which was approved by
the court on May 5, 2020, that the case be transferred to the U.S.
District Court for the Central District of California pursuant to
the terms of the plaintiffs' ticket contracts. Following the
transfer, the plaintiffs filed a First Amended Complaint on June 2,
2020 that named Carnival Corporation and Carnival plc as defendants
in place of Carnival Corporation & plc and removed Fairline as
a defendant, and also added claims for negligent and intentional
infliction of emotional distress.
On May 27, 2020, Service Lamp Corporation Profit Sharing Plan
filed a purported class action in the U.S. District Court for the
Southern District of Florida against Carnival Corporation, Arnold
W. Donald and David Bernstein on behalf of all purchasers of
Carnival Corporation securities between January 28 and May 1, 2020.
On June 3, 2020, John P. Elmensdorp filed a purported class action
in the U.S. District Court for the Southern District of Florida
against the same defendants, and adding Micky Arison as a
defendant. This action is on behalf of all purchasers of Carnival
Corporation securities between September 26, 2019 and April 30,
2020. These complaints allege that the defendants violated Sections
10(b) and 20(a) of the Securities and Exchange Act of 1934 by
making misrepresentations and omissions related to Carnival
Corporation's COVID-19 knowledge and response, and seek to recover
unspecified damages and equitable relief for the alleged
misstatements and omissions.
On June 4, 2020, another group of former guests from Grand
Princess filed a purported class action against Carnival
Corporation, Carnival plc, and Princess in the U.S. District Court
for the Central District of California, seeking compensation based
on the same factual theories presented in the class actions
described above. The action asserts claims for negligence, gross
negligence, negligent infliction of emotional distress and
intentional infliction of emotional distress.
On June 4, 2020, Gregory Eicher, a former guest from Grand
Princess filed a purported class action against Princess in the
U.S. District Court for the Central District of California, seeking
compensation based on alleged severe emotional distress associated
with being exposed to COVID-19 onboard and/or alleged physical
injuries and severe emotional distress associated with contracting
COVID-19 onboard. The action asserts claims for negligence,
negligent infliction of emotional distress and intentional
infliction of emotional distress.
On June 4, 2020, numerous former guests from Ruby Princess filed
a purported class action against Princess in the U.S. District
Court for the Central District of California, seeking compensation
based on alleged severe emotional distress associated with being
exposed to COVID-19 onboard and/or alleged physical injuries and
severe emotional distress associated with contracting COVID-19
onboard. The action asserts claims for negligence, negligent
infliction of emotional distress, and intentional infliction of
emotional distress.
On June 24, 2020, Leonard C. Lindsay and Carl E.W. Zehner,
former guests from Zaandam filed a purported class action in the
U.S. District Court for the Western District of Washington at
Seattle against Carnival Corporation, Carnival plc, Holland America
Line, Inc., and Holland American Line - U.S.A., Inc. seeking
compensation based on alleged serious personal injury and emotional
distress, for those contracting COVID-19 and those claiming
exposure to COVID-19. The action asserts claims for negligence,
gross negligence, negligent infliction of emotional distress and
intentional infliction of emotional distress. This case also seeks
injunctive relief in the form of certain disclosures to passengers
and medical monitoring.
We believe that the claims asserted in these actions are without
merit and are taking proper actions to defend against them.
Individual Actions
Between March 9, 2020 and July 7, 2020, more than 100 former
U.S. guests who sailed onboard various vessels, including, but not
limited to, Diamond Princess, Grand Princess, or Ruby Princess,
filed individual actions against Princess, and in some actions also
against Carnival Corporation and/or Carnival plc in the U.S.
District Court for the Central District of California. On June 11,
2020, a former guest who sailed onboard Coral Princess filed an
action against Princess, Carnival Corporation and Carnival plc in
the Superior Court of California, County of Los Angeles. These
lawsuits include tort claims based on a variety of theories,
including but not limited to negligence and failure to warn. The
plaintiffs in these cases allege a variety of injuries: some
plaintiffs allege only emotional distress, while others allege
injuries arising from testing positive for COVID-19. A smaller
number of cases include wrongful death claims. The defendants will
respond to each of these complaints individually. Motions to
dismiss were filed on June 2, 2020 in the individual actions
against Princess that allege emotional distress associated with
exposure to COVID-19 while onboard.
In addition, between April 7, 2020 and July 7, 2020, four former
U.S. guests from Costa Luminosa filed individual actions against
Costa in the U.S. District Court for the Southern District of
Florida or the Circuit Court in and for the 11(th) Judicial Circuit
in and for Miami-Dade County. These plaintiffs seek compensation on
factual allegations similar to those presented by the former U.S.
guests who have filed the purported class actions described above.
The defendants will respond to each of these complaints
individually.
On June 16, 2020, Patricia Vickers, on behalf of the Estate of
Jessie Vickers, a former guest from Carnival Ecstasy, filed an
action against Carnival Corporation in the U.S. District Court for
the Southern District of Georgia seeking compensation based on a
claim alleging wrongful death as a result of contracting COVID-19.
The action asserts a claim for negligence.
On June 30, 2020, Kenneth and Nora Hook, former guests from
Zaandam, filed an action against Holland America Line N.V. in the
U.S. District Court for the Western District of Washington at
Seattle seeking compensation in the form of economic and
non-economic damages relating to Mr. Hook contracting COVID-19 and
punitive damages. The action asserts a claim for negligence.
These individual actions seek monetary and punitive damages but
do not specify exact amounts. We are taking proper actions to
defend against them.
Governmental Inquiries and Investigations
Federal, state 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,
including, but not limited to, those noted below. 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.
In March and April, 2020, there were several inquiries or
investigations initiated by foreign governmental authorities
related to Ruby Princess, including authorities in Australia and
New Zealand.
In May 2020, we received requests for information from the U.S.
House of Representatives Transportation and Infrastructure
Committee and the Senate Committee on Commerce, Science, and
Transportation related to COVID-19 matters. In April 2020, the
Federal Maritime Commission announced that it would lead a fact
finding investigation to identify commercial measures passengers
cruise lines can adopt to mitigate COVID-19 related impacts.
NOTE 5 - Fair Value Measurements, Derivative Instruments and
Hedging Activities and Financial Risks
Fair Value Measurements
Fair value is defined as the amount that would be received for
selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date and
is measured using inputs in one of the following three
categories:
-- Level 1 measurements are based on unadjusted quoted prices in
active markets for identical assets or liabilities that we have the
ability to access. Valuation of these items does not entail a
significant amount of judgment.
-- Level 2 measurements are based on quoted prices for similar
assets or liabilities in active markets, quoted prices for
identical or similar assets or liabilities in markets that are not
active or market data other than quoted prices that are observable
for the assets or liabilities.
-- Level 3 measurements are based on unobservable data that are
supported by little or no market activity and are significant to
the fair value of the assets or liabilities.
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, 2020 November 30, 2019
Fair Value Fair Value
Carrying Level Level Level Carrying Level Level Level
(in millions) Value 1 2 3 Value 1 2 3
Assets
Long-term
other
assets
(a) $ 94 $ - $ 30 $ 62 $ 181 $ - $ 31 $ 149
Total $ 94 $ - $ 30 $ 62 $ 181 $ - $ 31 $ 149
Liabilities
Fixed rate
debt (b) $ 13,061 $ - $12,901 $ - $ 7,438 $ - $ 7,782 $ -
Floating
rate debt
(b) 8,362 - 7,112 - 4,195 - 4,248 -
Total $ 21,422 $ - $20,013 $ - $ 11,634 $ - $12,030 $ -
====== === ====== === ====== === ====== ===
(a) Long-term other assets are comprised of notes receivables,
which include loans on ship sales. The fair values of our Level 2
notes receivables 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, 2020 November 30, 2019
Level Level Level Level Level Level
(in millions) 1 2 3 1 2 3
Assets
Cash and cash equivalents $ 6,881 $ - $ - $ 518 $ - $ -
Restricted cash 15 - - 13 - -
Derivative financial instruments - - - - 58 -
Total $ 6,896 $ - $ - $ 530 $ 58 $ -
Liabilities
Derivative financial instruments $ - $ 12 $ - $ - $ 25 $ -
Total $ - $ 12 $ - $ - $ 25 $ -
===== === === ==== ====== === ===
Nonfinancial Instruments that are Measured at Fair Value on a
Nonrecurring Basis
Valuation of Goodwill and Trademarks
As a result of the effect of COVID-19 on our expected future
operating cash flows, we performed interim discounted cash flow
analyses for certain reporting units with goodwill as of February
29, 2020 and for all reporting units with goodwill as of May 31,
2020. During the six months ended May 31, 2020, we determined that
the estimated fair values of two of our North America &
Australia ("NAA") segment reporting units and two of our Europe
& Asia ("EA") segment reporting units no longer exceeded their
carrying values. We recognized goodwill impairment charges of $1.4
billion and $2.1 billion during the three and six months ended May
31, 2020, respectively and have no remaining goodwill for those
reporting units. We also performed trademark impairment reviews and
determined there was no impairment to our trademarks.
The determination of our reporting units' goodwill and trademark
fair values includes numerous assumptions that are subject to
various risks and uncertainties. The principal assumptions, all of
which are considered Level 3 inputs, used in our cash flow analyses
consisted of:
-- Changes in market conditions, port restrictions or strategy,
including decision about the allocation of new ships amongst brands
and the transfer of ships between brands
-- Forecasted future operating results, including net revenue yields and fuel expenses
-- Weighted-average cost of capital of market participants,
adjusted for the risk attributable to the geographic regions in
which these cruise brands operate
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. Refer to Note 1 - "General, COVID-19 Use of
Estimates and Risks and Uncertainty" for additional discussion.
Goodwill
NAA EA
(in millions) Segment Segment Total
At November 30, 2019 $ 1,898 $ 1,014 $ 2,912
Impairment charges (1,319) (777) (2,096)
Foreign currency translation adjustment - (26) (26)
At May 31, 2020 $ 579 $ 211 $ 790
=== ===== ====== =====
Trademarks
NAA EA
(in millions) Segment Segment Total
At November 30, 2019 $ 927 $ 240 $1,167
Foreign currency translation adjustment - (6) (6)
At May 31, 2020 $ 927 $ 234 $1,162
====== ====== =====
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 expected future operating cash flows, we
determined certain impairment triggers had occurred. Accordingly,
we performed undiscounted cash flow analyses on some ships in our
fleet as of February 29, 2020 and May 31, 2020. Based on these
undiscounted cash flow analyses, we determined that certain ships
had net carrying values that exceeded their estimated undiscounted
future cash flows. We estimated the fair values of these ships
based on their discounted cash flows or estimated selling value. We
then compared these estimated fair values to the net carrying
values and, as a result, we recognized the following ship
impairment charges:
-- $348 million and $150 million of ship impairment charges in
the NAA and EA segments, respectively for the three months ended
May 31, 2020.
-- $520 million and $308 million of ship impairment charges in
the NAA and EA segments, respectively for the six months ended May
31, 2020.
The principal assumptions used in our analyses consisted of
changes in strategy (including decisions about the sale of ships,
estimated sale proceeds and timing, as well as the transfer of
ships between brands), return to service, forecasted future
operating results, including net revenue yields and fuel expenses.
All principal assumptions are considered Level 3 inputs. Refer to
Note 1 - "General, COVID-19 Use of Estimates and Risks and
Uncertainty" for additional discussion.
Derivative Instruments and Hedging Activities
May 31, November
(in millions) Balance Sheet Location 2020 30, 2019
Derivative assets
Derivatives designated as hedging
instruments
Prepaid expenses
Cross currency swaps (a) and other $ - $ 32
Other assets - 25
Total derivative assets $ - $ 58
Derivative liabilities
Derivatives designated as hedging
instruments
Accrued liabilities
Cross currency swaps (a) and other $ - $ 1
Other long-term
liabilities - 9
Foreign currency zero cost collars Accrued liabilities
(b) and other 2 1
Accrued liabilities
Interest rate swaps (c) and other 5 6
Other long-term
liabilities 6 9
Total derivative liabilities $ 12 $ 25
=== ==== === ======
(a) At May 31, 2020, we had no cross currency swaps. At November
30, 2019, we had cross currency swaps totaling $1.9 billion that
were designated as hedges of our net investment in foreign
operations with a euro-denominated functional currency.
(b) At May 31, 2020 and November 30, 2019, we had foreign
currency derivatives consisting of foreign currency zero cost
collars designated as foreign currency cash flow hedges for a
portion of our euro-denominated shipbuilding payments. See
"Newbuild Currency Risks" below for additional information
regarding these derivatives.
(c) 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 $266 million at May 31, 2020 and
$300 million at November 30, 2019 of EURIBOR-based floating rate
euro debt to fixed rate euro debt. At May 31, 2020, 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, 2020
Total Net
Gross Amounts Amounts Gross Amounts
Offset in Presented in not Offset
the Balance the Balance in the Balance
(in millions) Gross Amounts Sheet Sheet Sheet Net Amounts
Assets $ - $ - $ - $ - $ -
Liabilities $ 12 $ - $ 12 $ - $ 12
November 30, 2019
Total Net
Gross Amounts Amounts Gross Amounts
Offset in Presented in not Offset
the Balance the Balance in the Balance
(in millions) Gross Amounts Sheet Sheet Sheet Net Amounts
Assets $ 58 $ - $ 58 $ (4) $ 54
Liabilities $ 25 $ - $ 25 $ (4) $ 21
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 Six Months Ended
May 31, May 31,
(in millions) 2020 2019 2020 2019
Gains (losses) recognized in AOCI:
Cross currency swaps - net investment
hedges - included component $ 133 $ 18 $ 131 $ 20
Cross currency swaps - net investment
hedges - excluded component $ (43) $ 10 $ (1) $ (1)
Foreign currency zero cost collars - cash
flow hedges $ 1 $ (1) $ (1) $ (1)
Foreign currency forwards - cash flow
hedges $ 38 $ - $ 53 $ -
Interest rate swaps - cash flow hedges $ 4 $ - $ 4 $ 1
Gains (losses) reclassified from AOCI
- cash flow hedges:
Interest rate swaps - Interest expense,
net of capitalized interest $ (1) $ (2) $ (3) $ (4)
Gains (losses) recognized on derivative
instruments (amount excluded from effectiveness
testing - net investment hedges)
Cross currency swaps - Interest expense,
net of capitalized interest $ 2 $ 6 $ 12 $ 11
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 significant.
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 will affect our financial statements.
Investment Currency Risks
We consider our investments in foreign operations to be
denominated in stable currencies and are 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,
2020, we have designated $816 million of our sterling-denominated
debt as non-derivative hedges of our net investments in foreign
operations and for the three and six months ended May 31, 2020, we
recognized $36 million and $38 million of gains on these
non-derivative net investment hedges in the cumulative translation
adjustment section of other comprehensive income (loss). We also
have $5.3 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, 2020, for the following
newbuilds, we had foreign currency contracts for a portion of our
euro-denominated shipyard payments. These contracts are designated
as cash flow hedges.
Weighted-
Entered Matures Weighted-Average Average Ceiling
Into In Floor Rate Rate
Foreign currency zero cost collars
Enchanted Princess 2019 June 2020 $ 1.04 $ 1.28
October
Mardi Gras 2019 2020 $ 1.05 $ 1.28
If the spot rate is between the ceiling and floor rates on the
date of maturity, then we would not owe or receive any payments
under the zero cost collars.
At May 31, 2020, 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 $7.3 billion for newbuilds scheduled
to be delivered from 2020 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, issuance of new debt, amendment of
existing debt or early retirement of existing 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
minimize these credit risk exposures, including counterparty
nonperformance primarily associated with our cash equivalents,
investments, notes receivables, committed 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, 2020, 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. Our credit exposure also includes contingent obligations
related to cash payments received directly by travel agents and
tour operators for cash collected by them on cruise sales in
Australia and most of Europe where we are obligated to honor our
guests' cruise payments made by them to their travel agents and
tour operators regardless of whether we have received these
payments. Concentrations of credit risk associated with trade
receivables and other receivables, charter-hire agreements and
contingent obligations are not considered to be material,
principally due to the large number of unrelated accounts, the
nature of these contingent obligations and their short maturities.
Normally, we have not required collateral or other security to
support normal credit sales.
Historically, we have not experienced significant credit losses,
including counterparty nonperformance. Because of the impact
COVID-19 is having on economies, we have experienced, and expect to
continue to experience, an increase in credit losses.
NOTE 6 - Leases
Substantially all of our leases for which we are the lessee are
operating leases of port facilities and real estate and are
included within operating lease right-of-use assets, long-term
operating lease liabilities and current portion of operating lease
liabilities in our Consolidated Balance Sheet as of May 31,
2020.
We have port facilities and real estate lease agreements with
lease and non-lease components, and in such cases, we account for
the components as a single lease component.
We do not recognize lease assets and lease liabilities for any
leases with an original term of less than one year. For some of our
port facilities and real estate lease agreements, we have the
option to extend our current lease term by 1 to 10 years.
Generally, we do not include renewal options as a component of our
present value calculation as we are not reasonably certain that we
will exercise the options.
As most of our leases do not have a readily determinable
implicit rate, we estimate the incremental borrowing rate ("IBR")
to determine the present value of lease payments. We apply judgment
in estimating the IBR including considering the term of the lease,
the currency in which the lease is denominated, and the impact of
collateral and our credit risk on the rate. For leases that were in
place upon adoption of Leases, we used the remaining lease term as
of December 1, 2019 in determining the IBR. For the initial
measurement of the lease liabilities for leases commencing after
December 1, 2019, the IBR at the lease commencement date was
applied.
We amortize our lease assets on a straight-line basis over the
lease term. The components of expense were as follows:
Three months
ended May 31, Six months ended
(in millions) 2020 May 31, 2020
Operating lease expense $ 55 $ 103
Variable lease expense (a) (b) $ (21) $ 10
(a) Variable lease expense represents costs associated with our
multi-year preferential berthing agreements which vary based on the
number of passengers. These costs are recorded within commission,
transportation and other in our Consolidated Statements of Income
(Loss). Variable and short-term lease costs related to operating
leases, other than the port facilities, were not material to our
consolidated financial statements.
(b) Several of our preferential berthing agreements have Force
Majeure provisions. We have treated the concessions granted under
such provision as variable payment adjustments. If our
interpretation of the Force Majeure provisions is disputed, we
could be required to record and make additional guarantee
payments.
We have multiple agreements, with a total undiscounted minimum
commitment of approximately $430 million, that have been executed
but the lease term has not commenced as of May 31, 2020. These are
substantially all related to our rights to use certain port
facilities. The leases are expected to commence between 2020 and
2022.
During the six months ended May 31, 2020, we obtained $124
million of right-of-use assets in exchange for new operating lease
liabilities. The cash outflow for leases was materially consistent
with the lease expense recognized during the three and six months
ended May 31, 2020.
Weighted average of the remaining lease terms and weighted
average discount rates are as follows:
May 31, 2020
Weighted average remaining lease term - operating leases
(in years) 13
Weighted average discount rate - operating leases 3.2%
As of May 31, 2020, maturities of operating lease liabilities
were as follows:
(in millions)
Year
Remainder of 2020 $ 92
2021 191
2022 159
2023 153
2024 145
Thereafter 1,066
Total lease payments 1,806
Less: Present value discount (360)
Present value of lease liabilities $1,445
=====
Under ASC 840, Leases, future minimum lease payments under
non-cancelable operating leases of port facilities and other assets
as of November 30, 2019 were as follows:
(in millions)
Year
2020 $ 219
2021 196
2022 161
2023 173
2024 167
Thereafter 1,408
$2,324
=====
For time charter arrangements where we are the lessor and for
transactions with cruise guests related to the use of cabins, we do
not separate lease and non-lease components. As the non-lease
components are the predominant components in the agreements, we
account for these transactions under the Revenue Recognition
guidance.
We have sales-type leases of ships for which we are the lessor.
As of May 31, 2020, the net investment related to these leases was
$48 million.
NOTE 7 - 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,
Operating Selling Depreciation Operating
costs and and and income
(in millions) Revenues expenses administrative amortization (loss)
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)
2019
NAA $ 3,162 $ 2,033 $ 342 $ 339 $ 447
EA 1,561 1,033 185 166 177
Cruise Support 44 32 87 27 (102)
Tour and Other 71 61 7 9 (7)
$ 4,838 $ 3,159 $ 621 $ 542 $ 515
(a) Includes $1.0 billion of goodwill impairment charges.
(b) Includes $345 million of goodwill impairment charges.
Six Months Ended May 31,
Operating Selling Depreciation Operating
costs and and and income
(in millions) Revenues expenses administrative amortization (loss)
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)
2019
NAA $ 6,239 $ 4,043 $ 695 $ 667 $ 833
EA 3,087 2,108 390 318 270
Cruise Support 86 60 152 55 (180)
Tour and Other 99 90 13 19 (22)
$ 9,511 $ 6,301 $ 1,250 $ 1,059 $ 902
====== === ======= === ============ === ========== ========
(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:
Three Months Ended May Six Months Ended May
31, 31,
(in millions) 2020 2019 2020 2019
North America $ 404 $ 2,639 $ 3,051 $ 5,159
Europe 250 1,350 1,616 2,749
Australia and Asia 65 741 680 1,324
Other 21 108 182 279
$ 740 $ 4,838 $ 5,529 $ 9,511
=== ====== =========== ========= ========
NOTE 8 - Earnings Per Share
Three Months Ended Six Months Ended
May 31, May 31,
(in millions, except per share data) 2020 2019 2020 2019
Net income (loss) for basic and diluted
earnings per share $ (4,374) $ 451 $ (5,155) $ 787
Weighted-average shares outstanding 721 691 702 692
Dilutive effect of equity plans - 2 - 2
Diluted weighted-average shares outstanding 721 693 702 694
Basic earnings per share $ (6.07) $ 0.65 $ (7.34) $1.14
Diluted earnings per share $ (6.07) $ 0.65 $ (7.34) $1.13
========== ===== ========= ====
Antidilutive shares excluded from diluted earnings per share
computations were as follows:
Three Months Six Months
Ended Ended
(in millions) May 31, 2020 May 31, 2020
Equity awards - 1
Convertible senior notes 120 60
Total antidilutive securities 120 61
============= =============
There were no antidilutive shares excluded from our 2019 diluted
earnings per share computations.
NOTE 9 - Supplemental Cash Flow Information
November 30,
(in millions) May 31, 2020 2019
Cash and cash equivalents (Consolidated
Balance Sheets) $ 6,881 $ 518
Restricted cash included in prepaid expenses
and other and other assets 15 13
Total cash, cash equivalents and restricted
cash (Consolidated Statements of Cash Flows) $ 6,896 $ 530
========== === =========
We did not issue notes receivable upon sale of ships during the
six months ended May 31, 2020. For the six months ended May 31,
2019, we issued notes receivable upon sale of ships of $104
million.
NOTE 10 - Other Assets
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 $131 million as of May 31, 2020 and
$48 million as of November 30, 2019. 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). We will continue to
operate both ships under bareboat charter agreements into 2021.
NOTE 11 - Defined Benefit Pension Plans and Restructuring
Costs
We have several single-employer defined benefit pension plans,
which cover some of our shipboard and shoreside employees. The U.S.
and UK shoreside employee plans are closed to new membership and
are funded at or above the level required by U.S. or UK
regulations. As required by UK regulations, the UK employee plan is
undergoing its triennial valuation. Due to the COVID-19 pandemic
and its impact on the economic environment and our operations, the
finalization of the valuation may result in a plan deficit which
would then trigger a funding obligation under UK regulations. The
remaining defined benefit plans are primarily unfunded. In
determining all of our plans' benefit obligations at November 30,
2019 and 2018, we assumed a weighted-average discount rate of 2.4%
for 2019 and 3.4% for 2018.
In May 2020, we announced a combination of layoffs, furloughs
and salary reductions across the company in response to the
extended pause in our global cruise operations. We incurred
restructuring costs of $39 million principally consisting of
severance and our continued payment of health benefits to affected
employees. These costs are included in the selling and
administrative line item within our Consolidated Statements of
Income (Loss).
NOTE 12 - Subsequent Events
Property and Equipment
In June 2020, we entered into an agreement to sell an NAA
segment 1,350-passenger capacity ship.
In June 2020, we entered into an agreement to sell an NAA
segment 1,260-passenger capacity ship.
In June 2020, we entered into an agreement to sell an EA segment
2,010-passenger capacity ship.
In June 2020, we sold and transferred an EA segment
1,930-passenger capacity ship.
In July 2020, we entered into an agreement to sell an NAA
segment 2,060-passenger capacity ship.
In July 2020, we entered into an agreement to sell an NAA
segment 2,050-passenger capacity ship.
SCHEDULE B
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Cautionary Note Concerning Factors That May Affect Future
Results
Some of the statements, estimates or projections contained in
this document are "forward-looking statements" that involve risks,
uncertainties and assumptions with respect to us, including some
statements concerning future results, operations, outlooks, plans,
goals, reputation, cash flows, liquidity and other events which
have not yet occurred. These statements are intended to qualify for
the safe harbors from liability provided by Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. All statements other than statements of historical
facts are statements that could be deemed forward-looking. These
statements are based on current expectations, estimates, forecasts
and projections about our business and the industry in which we
operate and the beliefs and assumptions of our management. We have
tried, whenever possible, to identify these statements by using
words like "will," "may," "could," "should," "would," "believe,"
"depends," "expect," "goal," "anticipate," "forecast," "project,"
"future," "intend," "plan," "estimate," "target," "indicate,"
"outlook," and similar expressions of future intent or the negative
of such terms.
Forward-looking statements include those statements that relate
to our outlook and financial position including, but not limited
to, statements regarding:
* Net revenue yields * Estimates of ship depreciable lives and residual
values
* Booking levels * Goodwill, ship and trademark fair values
* Liquidity
* Pricing and occupancy
* Adjusted earnings per share
* Interest, tax and fuel expenses
* Currency exchange rates
* Net cruise costs, excluding fuel per av
ailable lower * Impact of the COVID-19 coronavirus global pandemic on
berth day our financial condition and results of operations
Because forward-looking statements involve risks and
uncertainties, there are many factors that could cause our actual
results, performance or achievements to differ materially from
those expressed or implied by our forward-looking statements. This
note contains important cautionary statements of the known factors
that we consider could materially affect the accuracy of our
forward looking statements and adversely affect our business,
results of operations and financial position. Additionally, many of
these risks and uncertainties are currently amplified by and will
continue to be amplified by, or in the future may be amplified by,
the COVID-19 outbreak. It is not possible to predict or identify
all such risks. There may be additional risks that we consider
immaterial or which are unknown. These factors include, but are not
limited to, the following:
-- COVID-19 has had, and is expected to continue to have, a
significant impact on our financial condition and operations, which
impacts our ability to obtain acceptable financing to fund
resulting reductions in cash from operations. The current, and
uncertain future, impact of the COVID-19 outbreak, including its
effect on the ability or desire of people to travel (including on
cruises), is expected to continue to impact our results,
operations, outlooks, plans, goals, growth, reputation, litigation,
cash flows, liquidity, and stock price
-- As a result of the COVID-19 outbreak, we have paused our
guest cruise operations, and if we are unable to re-commence normal
operations in the near-term, we may be out of compliance with a
maintenance covenant in certain of our debt facilities as of May
31, 2021
-- World events impacting the ability or desire of people to
travel may lead to a decline in demand for cruises
-- Incidents concerning our ships, guests or the cruise vacation
industry as well as adverse weather conditions and other natural
disasters may impact the satisfaction of our guests and crew and
lead to reputational damage
-- Changes in and non-compliance with laws and regulations under
which we operate, such as those relating to health, environment,
safety and security, data privacy and protection, anti-corruption,
economic sanctions, trade protection and tax may lead to
litigation, enforcement actions, fines, penalties, and reputational
damage
-- Breaches in data security and lapses in data privacy as well
as disruptions and other damages to our principal offices,
information technology operations and system networks and failure
to keep pace with developments in technology may adversely impact
our business operations, the satisfaction of our guests and crew
and lead to reputational damage
-- Ability to recruit, develop and retain qualified shipboard
personnel who live away from home for extended periods of time may
adversely impact our business operations, guest services and
satisfaction
-- Increases in fuel prices, changes in the types of fuel
consumed and availability of fuel supply may adversely impact our
scheduled itineraries and costs
-- Fluctuations in foreign currency exchange rates may adversely impact our financial results
-- Overcapacity and competition in the cruise and land-based
vacation industry may lead to a decline in our cruise sales,
pricing and destination options
-- Geographic regions in which we try to expand our business may
be slow to develop or ultimately not develop how we expect
-- Inability to implement our shipbuilding programs and ship
repairs, maintenance and refurbishments may adversely impact our
business operations and the satisfaction of our guests
The ordering of the risk factors set forth above is not intended
to reflect our indication of priority or likelihood.
Forward-looking statements should not be relied upon as a
prediction of actual results. Subject to any continuing obligations
under applicable law or any relevant stock exchange rules, we
expressly disclaim any obligation to disseminate, after the date of
this document, any updates or revisions to any such forward-looking
statements to reflect any change in expectations or events,
conditions or circumstances on which any such statements are
based.
Recent Developments
PREPARATION FOR THE RESUMPTION OF GUEST OPERATIONS
We expect to resume guest operations, with ongoing collaboration
from both government and health authorities, in a phased manner.
Specific brands and ships are expected to return to service over
time to provide their guests with unmatched joyful vacations in a
manner consistent with our highest priorities, which are
compliance, environmental protection and the health, safety and
well-being of our guests, crew and the communities our ships visit.
We anticipate that initial sailings will be from a select number of
easily accessible homeports. We expect future capacity to be
moderated by the phased re-entry of our ships, the removal of
capacity from our fleet and delays in new ship deliveries.
In connection with our capacity optimization strategy, we intend
to accelerate the removal of ships in fiscal 2020 which were
previously expected to be sold over the ensuing years. We have sold
one ship during June 2020 and have agreements for the disposal of
five ships and preliminary agreements for an additional three
ships, all of which are expected to leave the fleet in the next 90
days. These agreements are in addition to the sale of four ships,
which were announced prior to fiscal 2020. In total, the 13 ships
expected to leave the fleet represent a nearly nine percent
reduction in current capacity. We currently expect only five of the
nine ships originally scheduled for delivery in fiscal 2020 and
fiscal 2021 will be delivered prior to the end of fiscal year
2021.
Health and Safety Protocols
In preparation for the resumption of our cruises, and consistent
with our commitment to provide our guests with a safe and healthy
environment, we are proactively consulting and working in close
cooperation with various medical policy experts and public health
authorities to develop enhanced procedures and protocols for health
and safety onboard our ships. A comprehensive restart protocol may
include areas such as medical care, screening, testing, mitigation
and sanitization addressing arrival and departure at cruise
terminals, the boarding and disembarkation process, onboard
experiences and shore excursions.
Update on Bookings
Our brands have announced various incentives and flexibility for
certain booking payments on select sailings to support guest
confidence in making new bookings. These incentives vary by brand
and sailing and include onboard credits and reduced or refundable
deposits. In addition, we are providing flexibility to guests with
bookings on sailings cancelled due to the pause by offering guests
the flexibility of enhanced future cruise credits ("FCC") or an
election for a refund in cash. Enhanced FCCs increase the value of
the guest's original booking or provide incremental onboard
credits. As of June 21, 2020, approximately half of guests affected
have requested cash refunds. Despite substantially reduced
marketing and selling spend, we continue to see demand from new
bookings for 2021. For the six weeks end ed May 31, 2020,
approximately two-thirds of 2021 bookings were new bookings. For
the most recent booking period, the first three weeks in June 2020,
almost 60 percent of 2021 bookings were new bookings. The remaining
2021 booking volumes resulted from guests applying their FCCs to
specific future cruises.
As of May 31, 2020, cumulative advanced bookings for the full
year of 2021 capacity currently available for sale are within
historical ranges at prices that are down in the low to mid-single
digits range, on a comparable basis, including the negative yield
impact of FCCs and onboard credits applied. However, we saw an
improvement in booking volumes for the six weeks ending May 31,
2020 compared to the prior six weeks.
As of June 21, 2020, cumulative advanced bookings for the full
year of 2021 capacity currently available for sale remain within
historical ranges at prices that are down in the low to mid-single
digits range, on a comparable basis, including the negative yield
impact of FCCs and onboard credits applied. For the full year of
2021, booking volumes for the nine weeks ending June 21, 2020, were
running meaningfully behind the prior year.
As of May 31, 2020, the current portion of customer deposits was
$2.6 billion, the majority of which are FCCs. $121 million of our
customer deposit balance relates to third quarter sailings and $353
million relates to fourth quarter sailings. We continue to expect
any decline in the customer deposits balance in the second half of
2020, all of which is expected to occur in the third quarter, to be
significantly less than the decline in the second quarter of
2020.
COVID-19 RESPONSE
In the face of the impact of the COVID-19 global pandemic, we
paused our guest cruise operations in mid-March. In response to
this unprecedented situation, we acted to protect the health and
safety of guests and shipboard team members, optimize the pause in
guest operations and maximize our liquidity position.
Protecting the Health and Safety of Guests and Team Members
During this period we have returned over 260,000 guests to their
homes, coordinating with a large number of countries around the
globe. We chartered aircraft, utilized commercial flights and even
used our ships to sail home guests who could not fly. In addition,
we worked around the clock with various local governmental
authorities, utilized our ships and chartered hundreds of planes to
repatriate shipboard team members as quickly as possible. We have
successfully repatriated approximately 77,000 of our shipboard team
members to more than 130 countries around the globe, which is
substantially all of our onboard workforce other than the safe
manning team members who will remain on the ships.
Optimizing the Pause in Guest Operations
We estimate that our ongoing ship operating and administrative
expenses will be approximately $250 million per month once all
ships are in paused status. We continue to seek ways to further
reduce this monthly requirement.
Reduced Operating Expenses
We have taken significant actions to reduce operating expenses
during the pause in guest operations:
-- While maintaining compliance, environmental protection and
safety, we significantly reduced ship operating expenses, including
food, fuel, insurance and port charges by transitioning ships into
paused status, either at anchor or in port and staffed at a safe
manning level
-- As of July 7, 2020, 53 of our ships are in their full pause
status. We expect substantially all of our ships to reach their
full pause status during the third quarter of 2020
-- Significantly reduced marketing and selling expenses
-- Implemented a combination of layoffs, furloughs, reduced work
weeks and salary and benefit reductions across the company,
including senior management
-- Instituted a hiring freeze across the organization,
significantly reduced consultant and contractor roles
Reduced Capital Expenditures
We have reduced capital expenditures and estimate $300 million
of non-newbuild capital expenditures during the second half of
2020, which largely consists of previously committed
expenditures.
We curren tly expect only five of the nine ships originally
scheduled for delivery in fiscal 2020 and fiscal 2021 will be
delivered prior to the end of fiscal year 2021. We have committed
future financing, comprised of ship export credit facilities,
associated with these newbuilds.
Refer to "Risk Factors" - "COVID-19 has had, and is expected to
continue to have, a significant impact on our financial condition
and operations, which impacts our ability to obtain acceptable
financing to fund resulting reductions in cash from operations. The
current, and uncertain future, impact of the COVID-19 outbreak,
including its effect on the ability or desire of people to travel
(including on cruises), is expected to continue to impact our
results, operations, outlooks, plans, goals, growth, reputation,
litigation, cash flows, liquidity, and stock price".
New Accounting Pronouncements
Refer to Note 1 - "General, Accounting Pronouncements" of the
consolidated financial statements for additional discussion
regarding accounting pronouncements.
Critical Accounting Estimates
For a discussion of our critical accounting estimates, see
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" that is included in the Form 10-K. A
discussion of our impairment charges recognized during the first
and second quarters of 2020 for goodwill and ship impairment is
included in the accompanying consolidated financial statements.
Seasonality
Our passenger ticket revenues are seasonal. Historically, demand
for cruises has been greatest during our third quarter, which
includes the Northern Hemisphere summer months, although 2020 will
continue to be adversely impacted by COVID-19. This higher demand
during the third quarter results in higher ticket prices and
occupancy levels and, accordingly, the largest share of our
operating income is earned during this period. This historical
trend has been disrupted by the pause in global cruise operations.
In addition, substantially all of Holland America Princess Alaska
Tours' revenue and net income (loss) is generated from May through
September in conjunction with Alaska's cruise season. During 2020,
the Alaska cruise season will be adversely impacted by the effects
of COVID-19.
Statistical Information
Three Months Ended Six Months Ended
May 31, May 31,
2020 2019 2020 2019
ALBDs (in thousands) (a) 3,621 21,645 25,598 42,944
Occupancy percentage (b) 96.1% 105.3% 103.1% 105.0%
Passengers carried (in thousands) 426 3,101 3,489 6,038
Fuel consumption in metric tons (in
thousands) 482 835 1,314 1,664
Fuel cost per metric ton consumed $ 418 $ 507 $ 455 $ 483
Currencies (USD to 1)
AUD $ 0.63 $ 0.70 $ 0.66 $ 0.71
CAD $ 0.72 $ 0.75 $ 0.74 $ 0.75
EUR $ 1.09 $ 1.12 $ 1.10 $ 1.13
GBP $ 1.24 $ 1.30 $ 1.27 $ 1.29
RMB $ 0.14 $ 0.15 $ 0.14 $ 0.15
We paused our guest operations in mid-March 2020 and have been
in a pause for a majority of the second quarter. The pause in guest
operations is continuing to have material negative impacts on all
aspects of our business, including the above statistical
information.
Notes to Statistical Information
(a) ALBD is a standard measure of passenger capacity for the
period that we use to approximate rate and capacity variances,
based on consistently applied formulas that we use to perform
analyses to determine the main non-capacity driven factors that
cause our cruise revenues and expenses to vary. ALBDs assume that
each cabin we offer for sale accommodates two passengers and is
computed by multiplying passenger capacity by revenue-producing
ship operating days in the period.
(b) In accordance with cruise industry practice, occupancy is
calculated using a denominator of ALBDs, which assumes two
passengers per cabin even though some cabins can accommodate three
or more passengers. Percentages in excess of 100% indicate that on
average more than two passengers occupied some cabins.
Results of Operations
Consolidated
Three Months Six Months
Ended May Ended May
31, 31,
% increase % increase
(in millions) 2020 2019 Change (decrease) 2020 2019 Change (decrease)
Revenues
Passenger
ticket $ 446 $3,257 $(2,811) (86)% $ 3,680 $6,456 $(2,776) (43)%
Onboard and
other 294 1,580 (1,287) (81)% 1,849 3,054 (1,205) (39)%
740 4,838 (4,098) (85)% 5,529 9,511 (3,981) (42)%
Operating Costs
and
Expenses
Commissions,
transportation
and other 297 613 (316) (51)% 1,064 1,322 (258) (20)%
Onboard and
other 114 485 (371) (77)% 585 952 (367) (39)%
Payroll and
related 705 566 139 24% 1,315 1,123 192 17%
Fuel 201 423 (222) (52)% 598 804 (206) (26)%
Food 108 269 (161) (60)% 385 538 (152) (28)%
Ship and other
impairments 589 - 589 100% 919 - 918 100%
Other operating 471 803 (332) (41)% 1,142 1,562 (420) (27)%
2,484 3,159 (675) (21)% 6,007 6,301 (294) (5)%
Selling and
administrative 492 621 (129) (21)% 1,170 1,250 (80) (6)%
Depreciation
and
amortization 577 542 35 6% 1,147 1,059 89 8%
Goodwill
impairment 1,364 - 1,364 100% 2,096 - 2,096 100%
4,918 4,323 595 14% 10,420 8,609 1,811 21%
Operating Income
(Loss) $(4,177) $ 515 $(4,693) (911)% $(4,891) $ 902 $(5,792) (642)%
======= ===== ======= ======= ======= ===== ======= =======
NAA
Three Months Six Months
Ended May Ended May
31, 31,
% increase % increase
(in millions) 2020 2019 Change (decrease) 2020 2019 Change (decrease)
Revenues
Passenger
ticket $ 271 $2,066 $(1,795) (87)% $ 2,324 $4,080 $(1,756) (43)%
Onboard and
other 185 1,095 (910) (83)% 1,274 2,159 (885) (41)%
457 3,162 (2,705) (86)% 3,597 6,239 (2,641) (42)%
Operating Costs
and
Expenses 1,631 2,033 (402) (20)% 3,904 4,043 (139) (3)%
Selling and
administrative 297 342 (45) (13)% 697 695 2 -%
Depreciation
and
amortization 369 339 30 9% 733 667 66 10%
Goodwill
impairment 1,019 - 1,019 100% 1,319 - 1,319 100%
3,316 2,715 601 22% 6,653 5,406 1,248 23%
Operating
Income (Loss) $(2,860) $ 447 $(3,306) (740)% $(3,056) $ 833 $(3,889) (467)%
======= ===== ======= ======= ======= ===== ======= =======
EA
Three Months Six Months
Ended May Ended May
31, 31,
% increase % increase
(in millions) 2020 2019 Change (decrease) 2020 2019 Change (decrease)
Revenues
Passenger
ticket $ 184 $1,215 $(1,031) (85)% $ 1,397 $2,412 $(1,015) (42)%
Onboard and
other 54 346 (292) (85)% 393 675 (282) (42)%
238 1,561 (1,323) (85)% 1,790 3,087 (1,297) (42)%
Operating Costs
and
Expenses 773 1,033 (260) (25)% 2,090 2,108 (19) (1)%
Selling and
administrative 126 185 (59) (32)% 333 390 (57) (15)%
Depreciation
and
amortization 168 166 2 1% 334 318 16 5%
Goodwill
impairment 345 - 345 100% 777 - 777 100%
1,412 1,384 28 2% 3,533 2,817 716 25%
Operating
Income (Loss) $(1,174) $ 177 $(1,351) (763)% $(1,743) $ 270 $(2,014) (745)%
======= ===== ======= ======= ======= ===== ======= =======
We paused our guest operations in mid-March 2020 and as a result
have been in a pause for a majority of the second quarter. The
pause in guest operations is continuing to have material negative
impacts on all aspects of our business. The longer the pause in
guest operations continues the greater the impact on our liquidity
and financial position.
For the three and six months ended May 31, 2020, as a result of
the pause in our guest cruise operations, we have experienced
meaningfully lower revenues compared to the prior year periods
resulting in operating losses for the current periods. We are
unable to definitively predict when we will return to normal
operations. As a result, we are currently unable to provide an
earnings forecast. We expect a net loss on both a U.S. GAAP and
adjusted basis for the second half of 2020 .
While maintaining compliance, environmental protection and
safety, we significantly reduced ship operating expenses, including
food, fuel, insurance and port charges by transitioning ships into
paused status, either at anchor or in port and staffed at a safe
manning level. As of July 7, 2020, 53 of our ships are in their
full pause status. We expect substantially all of our ships to
reach their full pause status during the third quarter. We estimate
that our ongoing ship operating and administrative expenses will be
approximately $250 million per month once all ships are in paused
status. We continue to seek ways to further reduce this monthly
requirement.
In addition, during the quarter we incurred incremental COVID-19
related costs associated with repatriating guests and crew members,
enhancing health protocols and sanitizing our ships, restructuring
costs and defending lawsuits.
As a result of the effects of COVID-19 on our expected future
operating cash flows, we recognized goodwill impairment charges of
$1.4 billion and $2.1 billion during the three and six months ended
May 31, 2020, respectively. In addition, we recognized ship
impairment charges of $498 million and $828 million during the
three and six months ended May 31, 2020, respectively.
Explanations of Non-GAAP Financial Measures
We use adjusted net income and adjusted earnings per share as
non-GAAP financial measures of our cruise segments' and the
company's financial performance. These non-GAAP financial measures
are provided along with U.S. GAAP net income (loss) and U.S. GAAP
diluted earnings per share.
We believe that gains and losses on ship sales, impairment
charges, restructuring costs and other gains and losses are not
part of our core operating business and are not an indication of
our future earnings performance. Therefore, we believe it is more
meaningful for these items to be excluded from our net income
(loss) and earnings per share and, accordingly, we present adjusted
net income and adjusted earnings per share excluding these
items.
Adjusted EBITDA is a non-GAAP measure, and we believe that the
presentation of Adjusted EBITDA provides additional information to
investors about our operating profitability adjusted for certain
non-cash items and other gains and expenses that we believe are not
part of our core operating business and are not an indication of
our future earnings performance. Further, we believe that the
presentation of Adjusted EBITDA provides additional information to
investors about our ability to operate our business in compliance
with the restrictions set forth in our debt agreements. We define
Adjusted EBITDA as adjusted net income or loss adjusted for (i)
interest, (ii) taxes, (iii) depreciation and amortization and (iv)
other exceptional items. There are material limitations to using
Adjusted EBITDA. Adjusted EBITDA does not take into account certain
significant items that directly affect our net income or loss.
These limitations are best addressed by considering the economic
effects of the excluded items independently, and by considering
Adjusted EBITDA in conjunction with net income as calculated in
accordance with GAAP.
The presentation of our non-GAAP financial information is not
intended to be considered in isolation from, as substitute for, or
superior to the financial information prepared in accordance with
U.S. GAAP. It is possible that our non-GAAP financial measures may
not be exactly comparable to the like-kind information presented by
other companies, which is a potential risk associated with using
these measures to compare us to other companies.
Key Performance Non-GAAP Financial Indicators
The table below reconciles Adjusted net income (loss) and
Adjusted EBITDA to net income (loss) for the periods presented:
Three Months Ended Six Months Ended
May 31, May 31,
(in millions, except per share data) 2020 2019 2020 2019
Net income (loss)
U.S. GAAP net income (loss) $ (4,374) $ 451 $ (5,155) $ 787
(Gains) losses on ship sales and impairments 1,953 (16) 2,882 (14)
Restructuring expenses 39 - 39 -
Other - 22 3 22
Adjusted net income (loss) $ (2,382) $ 457 $ (2,231) $ 795
Interest expense, net of capitalized
interest 182 54 237 105
Interest income (6) (5) (11) (9)
Income tax expense, net (11) 8 - 10
Depreciation and amortization 577 542 1,147 1,059
Adjusted EBITDA $ (1,640) $ 1,056 $ (859) $1,959
Weighted-average shares outstanding 721 693 702 694
Earnings per share
U.S. GAAP diluted earnings per share $ (6.07) $ 0.65 $ (7.34) $ 1.13
(Gains) losses on ship sales and impairments 2.71 (0.02) 4.10 (0.02)
Restructuring expenses 0.05 - 0.06 -
Other - 0.03 - 0.03
Adjusted earnings per share $ (3.30) $ 0.66 $ (3.18) $ 1.15
Liquidity, Financial Condition and Capital Resources
We have taken and continue to take actions to improve our
liquidity, including the following.
-- On March 13, 2020, we fully drew down our $3.0 billion Revolving Facility.
-- On March 24, 2020, we settled outstanding derivatives
resulting in proceeds of $220 million.
-- In April 2020, we completed (i) a public offering of
71,875,000 shares of Carnival Corporation's common stock at a price
per share of $8.00, resulting in net proceeds of $556 million and
(ii) a private offering of $2.0 billion aggregate principal amount
of the Convertible Notes. The Convertible Notes mature on April 1,
2023, and our obligations thereunder are guaranteed (on an
unsecured basis) by the same entities that guarantee our
obligations under the 2023 Secured Notes and the Secured Term Loan
Facility.
-- In April 2020, we completed a private offering of $4.0
billion aggregate principal amount of 11.5% 2023 Secured Notes that
mature on April 1, 2023. Our obligations under the 2023 Secured
Notes are guaranteed by Carnival plc and certain of our
subsidiaries, and are secured on a first-priority basis by
collateral, which includes vessels, intellectual property and
certain other assets.
-- We qualified for a government commercial paper program
providing over $700 million of available liquidity.
-- In April 2020, we extended a $166 million euro-denominated
bank loan, originally maturing in 2020, to March 2021.
-- Certain of our export credit agency counterparties have
offered Debt Holidays. We have entered into supplemental agreements
or side letters for Debt Holiday amendments to defer certain
principal repayments otherwise due through March 2021 through the
creation of separate tranches of loans with repayments made over
the following four years. In connection with Debt Holidays, we have
also entered into supplemental agreements or side letters to waive
the minimum debt service coverage financial covenant for our export
credit facilities through March 31, 2021, August 31, 2021 or
December 31, 2021, as applicable. We will be required to comply
beginning with the next testing date of May 31, 2021, November 30,
2021 or February 28, 2022, respectively.
-- We obtained waivers of the minimum debt service coverage
financial covenant for certain of our bank loans through November
2021. We also obtained waivers of the covenant for the remaining
applicable bank loans through their respective maturity dates.
-- To further enhance our liquidity, as well as comply with the
dividend restrictions contained in our recent debt agreements, we
have suspended the payment of dividends on, and the repurchase of,
the common stock of Carnival Corporation and the ordinary shares of
Carnival plc.
-- On June 30, 2020, we borrowed an aggregate principal amount
of $2.8 billion in two tranches ($1.9 billion and EUR800 million),
under the Secured Term Loan Facility that matures on June 30, 2025.
The U.S. dollar tranche bears interest at a rate per annum equal to
adjusted LIBOR (with a 1% floor) plus 7.5%. The euro tranche bears
interest at a rate per annum equal to EURIBOR (with a 0% floor)
plus 7.5%. Both tranches of the Secured Term Loan Facility are
prepayable, in whole or in part, at our option at a price equal to
the face value plus a customary make-whole amount for the first
year after closing, 102% of the face value for the second year
after closing and par thereafter. The Secured Term Loan Facility is
guaranteed by Carnival plc and the same subsidiaries that currently
guarantee, and is secured on a first-priority basis by the same
collateral that currently secures, the 2023 Secured Notes. The
Secured Term Loan Facility contains covenants that are
substantially similar to the covenants in the indenture governing
the 2023 Secured Notes. These covenants are subject to a number of
important limitations and exceptions.
-- We are also currently working towards obtaining COVID-19
related financing with certain government entities in Europe that
could provide additional available liquidity.
-- We have sold one ship during June 2020 and have agreements
for the disposal of five ships and preliminary agreements for an
additional three ships, all of which are expected to leave the
fleet in the next 90 days. These agreements are in addition to the
sale of four ships, which were announced prior to fiscal 2020. In
total, the 13 ships expected to leave the fleet represent a nearly
nine percent reduction in current capacity. We currently expect
only five of the nine ships originally scheduled for delivery in
fiscal 2020 and fiscal 2021 will be delivered prior to the end of
fiscal year 2021.
As of May 31, 2020, we have a total of $7.6 billion of available
liquidity. In addition, we have $8.8 billion of committed export
credit facilities that are available to fund ship deliveries
originally planned through 2023.
During the pause in guest operations, the monthly average cash
burn rate for the second half of 2020 is estimated to be
approximately $650 million. This rate includes approximately $250
million of ongoing ship operating and administrative expenses,
working capital changes (excluding changes in customer deposits and
reserves for credit card processors), interest expense and
committed capital expenditures (net of committed export credit
facilities) and also excludes scheduled debt maturities. We
continue to explore opportunities to further reduce our monthly
cash burn rate.
In March and April 2020, Moody's and S&P Global downgraded
our long-term issuer, senior secured and senior unsecured debt
ratings. Our short-term commercial paper credit ratings were also
downgraded. In May and June 2020, Moody's and S&P Global
further downgraded our long-term issuer rating and our short-term
rating, which prevents us from issuing additional commercial paper
except for government-backed programs. In addition, our long-term
ratings were placed on review for further downgrade by both rating
agencies.
We had a working capital deficit of $3.6 billion as of May 31,
2020 compared to a working capital deficit of $7.1 billion as of
November 30, 2019. The decrease in working capital deficit was
caused by an increase in cash and cash equivalents and a decrease
in customer deposits, partially offset by increases in short-term
debt, accounts payable and the current portion of long-term debt.
Historically, we operate with a substantial working capital
deficit. This deficit is mainly attributable to the fact that,
under our business model, substantially all of our passenger ticket
receipts are collected in advance of the applicable sailing date.
These advance passenger receipts generally remain a current
liability until the sailing date. The cash generated from these
advance receipts is used interchangeably with cash on hand from
other sources, such as our borrowings and other cash from
operations. The cash received as advanced receipts can be used to
fund operating expenses, pay down our debt, make long-term
investments or any other use of cash. Included within our working
capital deficit were $2.6 billion and $4.7 billion of customer
deposits as of May 31, 2020 and November 30, 2019, respectively. We
are providing flexibility to guests with bookings on sailings
cancelled due to the pause by allowing guests to receive enhanced
future cruise credits ("FCC") or elect to receive refunds in cash.
We expect to be required 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 length of the pause and
level of guest acceptance of FCCs. We record a liability for FCCs
to the extent we have received cash from guests with bookings on
cancelled sailings. As of June 21, 2020, approximately half of
guests affected have requested cash refunds. In addition, we have a
relatively low-level of accounts receivable and limited investment
in inventories. We expect that we will continue to have working
capital deficits in the future.
Refer to Note 1 - "General, Liquidity and Management's Plans" of
the consolidated financial statements for additional discussion
regarding our liquidity.
Sources and Uses of Cash
Operating Activities
Our business used $(1.8) billion of net cash flows in operating
activities during the six months ended May 31, 2020, a decrease of
$5.0 billion, or (157)%, compared to $3.2 billion provided for the
same period in 2019.
Investing Activities
During the six months ended May 31, 2020, net cash used in
investing activities was $1.3 billion. This was driven by the
following:
-- Capital expenditures of $915 million for our ongoing new shipbuilding program
-- Capital expenditures of $753 million for ship improvements
and replacements, information technology and buildings and
improvements
-- Proceeds from sale of ships of $236 million
-- Proceeds of $220 million from the settlement of outstanding derivatives
During the six months ended May 31, 2019, net cash used in
investing activities was $2.9 billion. This was caused by the
following:
-- Capital expenditures of $2.1 billion for our ongoing new shipbuilding program
-- Capital expenditures of $876 million for ship improvements
and replacements, information technology and buildings and
improvements
Financing Activities
During the six months ended May 31, 2020, net cash provided by
financing activities of $9.4 billion was caused by the
following:
-- Net proceeds from short-term borrowings of $3.3 billion in
connection with our availability of, and needs for, cash at various
times throughout the period, including proceeds of $3.0 billion
from the Revolving Facility
-- Repayments of $383 million of long-term debt
-- Issuances of $6.7 billion of long-term debt, including net
proceeds of $3.9 billion from the issuance of the 2023 Secured
Notes and net proceeds of $2.0 billion from the issuance of the
Convertible Notes
-- Payments of cash dividends of $689 million
-- Purchases of $12 million of Carnival plc ordinary shares in
open market transactions under our Repurchase Program
-- Net proceeds of $556 million from our public offering of Carnival Corporation common stock
During the six months ended May 31, 2019, net cash used in
financing activities of $26 million was caused by the
following:
-- Net repayments of short-term borrowings of $357 million in
connection with our availability of, and needs for, cash at various
times throughout the period
-- Repayments of $338 million of long-term debt
-- Issuances of $1.7 billion of long-term debt
-- Payments of cash dividends of $694 million
-- Purchases of $316 million of Carnival Corporation common
stock and Carnival plc ordinary shares in open market transactions
under our Repurchase Program
Funding Sources
As of May 31, 2020, we had $7.6 billion of available liquidity,
which consisted of cash and cash equivalents and borrowings
available under a government commercial paper program. In addition,
we have $8.8 billion of committed export credit facilities that are
available to fund ship deliveries originally planned through 2023.
These commitments are from numerous large and well-established
banks and export credit agencies, which we believe will honor their
contractual agreements with us.
(in billions) 2020 2021 2022 2023
Availability of committed future financing
at May 31, 2020 $2.8 $2.8 $2.3 $0.9
Many of our debt agreements contain various financial covenants,
including those described in Note 3 - "Debt" and in Note 5 - "Debt"
in the annual consolidated financial statements, which are included
within our Form 10-K. At May 31, 2020, we were in compliance with
our debt covenants.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements,
including guarantee contracts, retained or contingent interests,
certain derivative instruments and variable interest entities that
either have, or are reasonably likely to have, a current or future
material effect on our consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk.
For a discussion of our hedging strategies and market risks, see
the discussion below and Note 10 - "Fair Value Measurements,
Derivative Instruments and Hedging Activities and Financial Risks"
in our consolidated financial statements and Management's
Discussion and Analysis of Financial Condition and Results of
Operations within our Form 10-K.
Interest Rate Risks
The composition of our debt, including the effect of interest
rate swaps, was as follows:
May 31, 2020
Fixed rate 49%
EUR fixed rate 13%
Floating rate 22%
EUR floating rate 12%
GBP floating rate 4%
Item 4. Controls and Procedures.
A. Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide
reasonable assurance that information required to be disclosed by
us in the reports that we file or submit under the Securities
Exchange Act of 1934, is recorded, processed, summarized and
reported, within the time periods specified in the U.S. Securities
and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us
in our reports that we file or submit under the Securities Exchange
Act of 1934 is accumulated and communicated to our management,
including our principal executive and principal financial officers,
or persons performing similar functions, as appropriate, to allow
timely decisions regarding required disclosure.
Our President and Chief Executive Officer and our Chief
Financial Officer and Chief Accounting Officer have evaluated our
disclosure controls and procedures and have concluded, as of May
31, 2020, that they are effective at a reasonable level of
assurance, as described above.
B. Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over
financial reporting during the quarter ended May 31, 2020 that have
materially affected or are reasonably likely to materially affect
our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
In addition to the proceeding described below, the legal
proceedings described in Note 4 - "Contingencies" of our
consolidated financial statements, including those described under
"COVID-19 Actions" are incorporated in this "Legal Proceedings"
section by reference.
On April 8, 2020, DeCurtis LLC, a former vendor, filed an action
against Carnival Corporation in the Middle District of Florida
seeking declaratory relief that DeCurtis is not infringing on
several of Carnival Corporation's patents in relation to its OCEAN
Medallion systems and technology. The action also raises certain
monopolization claims under The Sherman Antitrust Act of 1890,
unfair competition and tortious interference, and seeks declaratory
judgment that certain Carnival Corporation patents are
unenforceable. DeCurtis seeks damages, including its fees and
costs, and seeks declarations that it is not infringing and/or that
Carnival Corporation's patents are unenforceable. On April 10,
2020, Carnival Corporation filed an action against DeCurtis in the
Southern District of Florida for breach of contract, trade secrets
violations and patent infringement. Carnival Corporation seeks
damages, including its fees and costs, as well as an order
permanently enjoining DeCurtis from engaging in such activities.
Motions to dismiss have been filed by the defendants in both
actions. We believe the ultimate outcome of any penalty will not
have a material impact on our consolidated financial
statements.
Item 1A. Risk Factors.
The risk factors in this Form 10-Q below should be carefully
considered, including the risk factors discussed in "Risk Factors"
and other risks discussed in our Form 10-K, our Form 10-Q for the
quarter ended February 29, 2020, and other filings with the SEC
since the date of the Form 10-K. These risks could materially and
adversely affect our results, operations, outlooks, plans, goals,
growth, reputation, cash flows, liquidity, and stock price. Our
business also could be affected by risks that we are not presently
aware of or that we currently consider immaterial to our
operations.
-- COVID-19 has had, and is expected to continue to have, a
significant impact on our financial condition and operations, which
impacts our ability to obtain acceptable financing to fund
resulting reductions in cash from operations. The current, and
uncertain future, impact of the COVID-19 outbreak, including its
effect on the ability or desire of people to travel (including on
cruises), is expected to continue to impact our results,
operations, outlooks, plans, goals, growth, reputation, litigation,
cash flows, liquidity, and stock price
The spread of COVID-19 and the recent developments surrounding
the global pandemic are having material negative impacts on all
aspects of our business. We have implemented a pause of our guest
cruise operations across all brands and such pause may be
prolonged. In addition, we have been, and will continue to be
further, negatively impacted by related developments, including
heightened governmental regulations and travel advisories,
recommendations by the U.S. Department of State, the Centers for
Disease Control and Prevention and other regulatory authorities,
and travel bans and restrictions, each of which has impacted, and
is expected to continue to significantly impact, global guest
sourcing and our access to various ports of call.
To date we have incurred, and expect to continue to incur,
significant costs as we pause our guest cruise operations, provide
air transportation to return our passengers to their home
destinations, repatriate shipboard team members and assist some of
our crew that is, or will be upon docking, unable to return home,
with food and housing. We will continue to incur COVID-19 related
costs as we sanitize our ships and implement additional
hygiene-related protocol to our ships, as well as prepare for the
resumption of guest operations. In addition, the industry may be
subject to enhanced health and hygiene requirements in attempts to
counteract future outbreaks, which requirements may be costly and
take a significant amount of time to implement across our global
fleet cruise operations.
Due to the outbreak of COVID-19 on some of our ships, and the
resulting illness and loss of life in certain instances, we have
been the subject of negative publicity which could have a long term
impact on the appeal of our brands, which would diminish demand for
vacations on our vessels. We cannot predict how long the negative
impact of media attention on our brands will last, or the level of
investment that will be required to address the concerns of
potential travelers through marketing and pricing actions.
We have received, and may continue to receive, lawsuits, other
governmental investigations and other actions stemming from
COVID-19. We cannot predict the quantum or outcome of any such
proceedings, some of which could result in the imposition of civil
and criminal penalties in the future, and the impact that they will
have on our financial results, but any such impact may be material.
We also remain subject to extensive, complex, and closely monitored
obligations under the court-ordered environmental compliance plan
supervised by the U.S. District Court for the Southern District of
Florida, as a result of the previously disclosed settlement
agreement relating to the violation of probation conditions for a
plea agreement entered into by Princess Cruises and the U.S.
Department of Justice in 2016. We remain fully committed to
satisfying those obligations. COVID-19 presents enormous challenges
for the Company, which could result in material adverse
impacts.
We have insurance coverage for certain liabilities, costs and
expenses related to COVID-19 through our participation in
Protection and Indemnity ("P&I") clubs, including coverage for
direct and incremental costs including, but not limited to, certain
quarantine expenses and for certain liabilities to passengers and
crew. P&I clubs are mutual indemnity associations owned by
members. There is a $10 million deductible per occurrence (meaning
per outbreak on a particular ship). We cannot assure you that we
will receive insurance proceeds that will compensate us fully for
our liabilities, costs and expenses under these policies. We have
no insurance coverage for loss of revenues or earnings from our
ships or other operations.
We have a total of 16 cruise ships expected to be delivered
through 2025, including several during the remainder of fiscal
2020. The effects of COVID-19 on the operations of shipyards where
our ships are under construction will result in a delay in ship
deliveries, which we cannot predict and may be prolonged.
We cannot predict when any of our ships will begin to sail again
and ports will reopen to our ships. Moreover, even once travel
advisories and restrictions are lifted, demand for cruises may
remain weak for a significant length of time and we cannot predict
if and when each brand will return to pre-outbreak demand or fare
pricing. In particular, our bookings may be negatively impacted by
the adverse changes in the perceived or actual economic climate,
including higher unemployment rates, declines in income levels and
loss of personal wealth resulting from the impact of COVID-19. In
addition, we cannot predict the impact COVID-19 will have on our
partners, such as travel agencies, suppliers and other vendors. We
may be adversely impacted as a result of the adverse impact our
partners suffer.
We have never previously experienced a complete cessation of our
guest cruise operations, and as a consequence, our ability to be
predictive regarding the impact of such a cessation on our brands
and future prospects is uncertain. In particular, we cannot predict
the impact on our financial performance and our cash flows required
for cash refunds of deposits as a result of the pause in our global
fleet cruise operations, which may be prolonged, and the public's
concern regarding the health and safety of travel, especially by
cruise ship, and related decreases in demand for travel and
cruising. Moreover, our ability to attract and retain guests and
crew depends, in part, upon the perception and reputation of our
company and our brands and the public's concerns regarding the
health and safety of travel generally, as well as regarding the
cruising industry and our ships specifically. As a result, we
expect a net loss on both a U.S. GAAP and adjusted basis for the
second half of 2020, and our ability to forecast our cash inflows
and additional capital needs is hampered.
As a result of all of the foregoing, we have raised, and may be
required to further raise, additional capital. Our access to and
cost of financing depend on, among other things, global economic
conditions, conditions in the global financing markets, the
availability of sufficient amounts of financing, our prospects and
our credit ratings. As a result of COVID-19's effects on our
liquidity, in May and June 2020, Moody's and S&P Global further
downgraded our long-term issuer rating and our short-term rating,
which prevents us from issuing additional commercial paper except
for government-backed programs. In addition, our long-term ratings
were placed on review for further downgrade by both rating
agencies.
If our credit ratings were to be further downgraded, or general
market conditions were to ascribe higher risk to our rating levels,
our industry, or us, our access to capital and the cost of any debt
financing will be further negatively impacted. In addition, the
terms of future debt agreements could include more restrictive
covenants, or require incremental collateral, which may further
restrict our business operations or be unavailable due to our
covenant restrictions then in effect. There is no guarantee that
debt financings will be available in the future to fund our
obligations, or that they will be available on terms consistent
with our expectations. Additionally, the impact of COVID-19 on the
financial markets is expected to adversely impact our ability to
raise funds through equity financings.
In addition, the COVID-19 outbreak has significantly increased
economic and demand uncertainty. The current outbreak and continued
spread of COVID-19 could cause a global recession, which would have
a further adverse impact on our financial condition and operations.
In past recessions, demand for our cruise vacations has been
significantly negatively impacted which has resulted in lower
occupancy rates and adverse pricing, with a corresponding increase
in the use of credits and other means to attract travelers. Current
economic forecasts for significant increases in unemployment in the
U.S. and other regions due to the adoption of social distancing and
other policies to slow the spread of the virus is likely to have a
negative impact on booking demand for our global fleet cruise
operations once our operations resume, and these impacts could
exist for an extensive period of time.
The extent of the effects of the outbreak on our business and
the cruising industry at large is highly uncertain and will
ultimately depend on future developments, including, but not
limited to, the duration and severity of the outbreak, the length
of time it takes for demand and pricing to return and normal
economic and operating conditions to resume. To the extent COVID-19
adversely affects our business, operations, financial condition and
operating results, it may also have the effect of heightening many
of the other risks described in Item 1A. "Risk Factors" included in
our Form 10-K.
-- Any potential government disaster relief assistance could
impose significant limitations on our corporate activities and may
not be on terms favorable to us .
If any government agrees to provide disaster relief assistance,
it may impose certain requirements on the recipients of the aid
including restrictions on executive officer compensation, share
buybacks, dividends, prepayment of debt, incurrence of additional
indebtedness and other similar restrictions until the aid is repaid
or redeemed in full. We cannot assure you that any such government
disaster relief assistance, if passed, will not significantly limit
our corporate activities or be on terms that are favorable to us or
at all. Such restrictions and terms could adversely impact our
business and operations.
-- Our substantial debt could adversely affect our financial
health and operating flexibility .
We have a substantial amount of debt and significant debt
service obligations.
Our substantial debt could have important negative consequences
for us. Our substantial debt could:
require us to dedicate a large portion of our cash flow from
operations to service debt and fund repayments
on our debt, thereby reducing the availability of our cash flow
to fund working capital, capital expenditures
and other general corporate purposes;
increase our vulnerability to adverse general economic or
industry conditions;
limit our flexibility in planning for, or reacting to, changes
in our business or the industry in which we operate;
place us at a competitive disadvantage compared to our
competitors that have less debt;
make us more vulnerable to downturns in our business, the
economy or the industry in which we operate;
limit our ability to raise additional debt or equity capital in
the future to satisfy our requirements relating to
working capital, capital expenditures, development projects,
strategic initiatives or other purposes;
restrict us from making strategic acquisitions, introducing new
technologies or exploiting business
opportunities;
make it difficult for us to satisfy our obligations with respect
to our debt; and
expose us to the risk of increased interest rates as certain of
our borrowings are (and may be in the future) at
a variable rate of interest.
-- Despite our leverage, we may incur more debt, which could
adversely affect our business and prevent us from fulfilling our
obligations with respect to our debt.
We may be able to incur substantial additional debt in the
future. Although the instruments governing our existing
indebtedness contain restrictions on the incurrence of additional
debt, these restrictions are subject to a number of significant
qualifications and exceptions, and under certain circumstances, the
amount of debt that could be incurred in compliance with these
restrictions could be substantial and a portion of such debt could
be secured. The instruments governing our existing indebtedness do
not prevent us from incurring liabilities that do not constitute
"Indebtedness" as defined therein. If new debt is added to our
existing debt levels, our business could be adversely affected
which may prevent us from fulfilling our obligations with respect
to our debt.
-- We are subject to restrictive debt covenants that may limit
our ability to finance future operations and capital needs and to
pursue business opportunities and activities. In addition, if we
fail to comply with any of these restrictions, it could have a
material adverse effect on the Company .
The Secured Term Loan Facility, the indenture governing the 2023
Secured Notes, the Revolving Facility Agreement and certain of our
other debt instruments limit our flexibility in operating our
business. For example, the Secured Term Loan Facility and the
indenture governing the 2023 Secured Notes restrict or limit the
ability of Carnival Corporation, Carnival plc and certain of their
respective subsidiaries to, among other things:
-- incur or guarantee additional indebtedness;
-- pay dividends or distributions on, or redeem or repurchase
capital stock and make other restricted payments;
-- make certain investments;
-- consummate certain asset sales;
-- engage in certain transactions with affiliates;
-- grant or assume certain liens; and
-- consolidate, merge or transfer all or substantially all of our assets.
All of these limitations are subject to significant exceptions
and qualifications. Despite these exceptions and qualifications, we
cannot assure you that the operating and financial restrictions and
covenants in our Secured Term Loan Facility, the indenture
governing the 2023 Secured Notes, the Revolving Facility and
certain of our other debt instruments will not adversely affect our
ability to finance our future operations or capital needs or engage
in other business activities that may be in our interest. Any
future indebtedness may include similar or other restrictive terms.
In addition, our ability to comply with these covenants, including
financial covenants relating to our consolidated net interest, and
restrictions may be affected by events beyond our control. These
include prevailing economic, financial and industry conditions. If
we breach any of these covenants or restrictions, we could be in
default under the terms of our Secured Term Loan Facility, the
indenture governing the 2023 Secured Notes, the Revolving Facility
and certain of our other debt facilities and the relevant lenders
could elect to declare the debt, together with accrued and unpaid
interest and other fees, if any, immediately due and payable and
proceed against any collateral, if any, securing that debt. If the
debt under the Secured Term Loan Facility, the indenture governing
the 2023 Secured Notes, the Revolving Facility or certain of our
other debt instruments that we enter into were to be accelerated,
our assets may be insufficient to repay in full our debt.
Borrowings under other debt instruments that contain cross-default
provisions also may be accelerated or become payable on demand. In
these circumstances, our assets may not be sufficient to repay in
full our indebtedness then outstanding.
-- We require a significant amount of cash to service our debt
and sustain our operations. Our ability to generate cash depends on
many factors beyond our control, and we may not be able to generate
cash required to service our debt .
Our ability to meet our debt service obligations or refinance
our debt depends on our future operating and financial performance
and ability to generate cash. This will be affected by our ability
to successfully implement our business strategy, as well as general
economic, financial, competitive, regulatory and other factors
beyond our control, such as the disruption caused by the COVID-19
pandemic. If we cannot generate sufficient cash to meet our debt
service obligations or fund our other business needs, we may, among
other things, need to refinance all or a portion of our debt,
obtain additional financing, delay planned capital expenditures or
sell assets. We cannot assure you that we will be able to generate
sufficient cash through any of the foregoing. If we are not able to
refinance any of our debt, obtain additional financing or sell
assets on commercially reasonable terms or at all, we may not be
able to satisfy our obligations with respect to our debt. Refer to
"Liquidity, Financial Condition and Capital Resources".
-- Our variable rate indebtedness subjects us to interest rate
risk, which could cause our debt service obligations to increase
significantly .
Borrowings under the Secured Term Loan Facility, the Revolving
Facility Agreement and certain of our other facilities are at
variable rates of interest and expose us to interest rate risk. If
interest rates increase, our debt service obligations on certain of
our variable rate indebtedness will increase even though the amount
borrowed remains the same, and our net income and cash flows,
including cash available for servicing our indebtedness, will
correspondingly decrease.
In addition, in July 2017, the United Kingdom's Financial
Conduct Authority, which regulates the London Interbank Offered
Rate ("LIBOR"), announced that it will no longer persuade or compel
banks to submit LIBOR rates after 2021. It is unclear whether or
not, at that time, LIBOR will cease to exist and a satisfactory
replacement rate developed or if new methods of calculating LIBOR
will be established such that it continues to exist after 2021. The
U.S. Federal Reserve, in conjunction with the Alternative Reference
Rates Committee, a steering committee comprised of, among other
entities, large U.S. financial institutions, is considering
replacing U.S. dollar LIBOR with a new index that measures the cost
of borrowing cash overnight, backed by U.S. Treasury securities
("SOFR"). SOFR is observed and backward-looking, which stands in
contrast with LIBOR under the current methodology, which is an
estimated forward-looking rate and relies, to some degree, on the
expert judgment of submitting panel members. Whether or not SOFR
attains market traction as a LIBOR replacement rate remains in
question. As such, the future of LIBOR at this time is uncertain.
If LIBOR ceases to exist, the level of interest payments on the
portion of our indebtedness that bears interest at variable rates
would be affected, which may adversely impact the amount of our
interest payments under such debt.
We have entered into, and in the future we will continue to
enter into, interest rate swaps that involve the exchange of
floating for fixed-rate interest payments to reduce interest rate
volatility. However, we may not maintain interest rate swaps with
respect to all of our variable rate indebtedness, and any such
swaps may not fully mitigate our interest rate risk, may prove
disadvantageous, or may create additional risks.
-- As a result of the COVID-19 outbreak, we have paused our
guest cruise operations, and if we are unable to re-commence normal
operations in the near-term, we may be out of compliance with a
maintenance covenant in certain of our debt facilities as of May
31, 2021.
At May 31, 2020, we were in compliance with all of our debt
covenants.
Under the terms of certain of our debt facilities, we are
required to maintain minimum debt service coverage (EBITDA to
consolidated net interest charges for the most recently ended four
fiscal quarters) of not less than 3.0 to 1.0 at the end of each
fiscal quarter. We have entered into supplemental agreements or
side letters to amend our agreements with respect to this covenant
to:
-- Waive compliance, in conjunction with the Debt Holiday, for
our export credit facilities through March 31, 2021, August 31,
2021 or December 31, 2021, as applicable. We will be required to
comply beginning with the next testing date of May 31, 2021,
November 30, 2021 or February 28, 2022, respectively.
-- Waive compliance through November 30, 2021 for certain of our
bank loans. We will be required to comply beginning with the next
testing date of February 28, 2022.
-- Waive compliance for the remaining applicable bank loans
through their respective maturity dates.
Even though we have waivers in place with respect to this
covenant, if we were unable to re-commence normal operations in the
near term, we may be out of compliance with our minimum debt
service coverage covenant as of May 31, 2021 or in future periods
for certain agreements. If we expected to be out of compliance, we
would again seek waivers from the lenders under the applicable
facilities prior to any covenant violation.
Covenant waivers have led and may continue to lead to increased
costs, increased interest rates, additional restrictive covenants
and other available lender protections that would be applicable to
us under these debt facilities, and such increased costs,
restrictions and modifications may vary among debt facilities. Our
ability to provide additional lender protections under these
facilities, including the granting of security interests in
collateral, will be limited by the restrictions in our
indebtedness. There can be no assurance that we would be able to
obtain waivers in a timely manner, on acceptable terms or at all.
If we were not able to obtain a covenant waiver under any one or
more of these debt facilities, we would be in default of such
agreements, which could result in cross defaults to our other debt
agreements. As a consequence, we would need to refinance or repay
the applicable debt facility or facilities, and would be required
to raise additional debt or equity capital, or divest assets, to
refinance or repay such facility or facilities. If we were to be
unable to obtain a covenant waiver under any one or more of these
debt facilities, there can be no assurance that we would be able to
raise sufficient debt or equity capital, or divest assets, to
refinance or repay such facility or facilities.
With respect to each of these debt facilities, if we were not to
obtain a waiver or refinance or repay such debt facilities, it
would lead to an event of default under such facilities, which
could lead to an acceleration of the indebtedness under such debt
facilities. In turn, this would lead to an event of default and
potential acceleration of amounts due under all of our outstanding
debt and derivative contract payables. As a result, the failure to
obtain the covenant waivers described above would have a material
adverse effect.
-- The covenants in certain of our debt facilities may require
us to secure those facilities in the future.
Certain of our debt facilities contain provisions which may
require that we provide a security interest in certain assets. In
certain of our debt facilities, there is a requirement that if the
credit rating of our senior indebtedness should fall below
investment grade (which occurred on June 24, 2020) and at such time
we have granted liens or security interests in respect of
indebtedness in an amount exceeding 25% of our total assets
(excluding for these purposes the value of any intangible assets)
as shown in our most recent Consolidated Balance Sheet, then we
will be required to provide a first-priority security interest in
certain designated assets. In addition, under our export credit
facilities, there is a requirement that if a security interest or
lien is granted in respect of a vessel to secure borrowed money
under certain other debt facilities, then a first-priority security
interest will be required to be provided over certain designated
vessels.
If the events described above were to occur, we may be unable to
comply with this requirement and expect to seek waivers from the
lenders under the relevant facilities. Any such waiver may lead to
increased costs, increased interest rates, additional restrictive
covenants and other available lender protections that would be
applicable to us under these debt facilities, and such increased
costs, restrictions and modifications may vary among debt
facilities. Our ability to give additional lender protections under
these facilities, including the granting of security interests in
collateral, will be limited by the restrictions in our indebtedness
and security interest we have already granted. If we were not able
to obtain a waiver, the occurrence of such events may cause our
level of secured indebtedness to increase substantially.
SCHEDULE C
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.
A. Repurchase Program
Under a share repurchase program effective 2004, we had been
authorized to repurchase Carnival Corporation common stock and
Carnival plc ordinary shares (the "Repurchase Program"). Effective
August 2018, the company approved a modification of the general
authorization under the Repurchase Program, which replenished the
remaining authorized repurchases at the time of the approval to
$1.0 billion. During the three months ended May 31, 2020, no shares
of Carnival Corporation common stock or Carnival plc ordinary
shares were repurchased pursuant to the Repurchase Program. To
enhance our liquidity and comply with restrictions in our recent
financing transactions, on June 15, 2020, the Boards of Directors
terminated the Repurchase Program.
No shares of Carnival Corporation common stock and Carnival plc
ordinary shares were purchased outside of publicly announced plans
or programs.
B. Carnival plc Shareholder Approvals
Carnival plc ordinary share repurchases under the Repurchase
Program require annual shareholder approval. The existing
shareholder approval is limited to a maximum of 18.2 million
ordinary shares and is valid until the earlier of the conclusion of
the Carnival plc 2021 annual general meeting or October 5, 2021. To
enhance our liquidity and comply with restrictions in our recent
financing transactions, we have terminated the Repurchase
Program.
SCHEDULE D
CARNIVAL PLC
INTERIM CONDENSED GROUP STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in millions, except per share data)
Six Months Ended May
31,
2020 2019
Revenues
Passenger ticket $ 1,763 $ 3,039
Onboard and other 620 1,033
2,383 4,073
Operating Costs and Expenses
Commissions, transportation and other 581 699
Onboard and other 176 287
Payroll and related 482 461
Fuel 283 352
Food 153 215
Other operating 757 957
2,432 2,971
Selling and administrative 384 454
Depreciation and amortisation 393 359
Goodwill impairment 310 -
Ship and other impairments 593 -
4,112 3,784
Operating Income (Loss) (1,730) 289
Nonoperating Income (Expense)
Interest income 2 4
Interest expense, net of capitalised interest (15) (9)
Other income (expense), net 82 26
69 20
Income (Loss) Before Income Taxes (1,661) 309
Income Tax Benefit (Expense), Net (3) (5)
Net Income (Loss) $ (1,664) $ 304
Earnings Per Share
Basic $ (9.12) $ 1.59
Diluted $ (9.12) $ 1.59
The accompanying notes are an integral part of these Interim
Financial Statements. These Interim Financial Statements only
present the Carnival plc consolidated IFRS Interim Financial
Statements and, accordingly, do not include the consolidated
IFRS results of Carnival Corporation.
Within the DLC arrangement the most appropriate presentation
of Carnival plc's results and financial position is considered
to be by reference to the DLC Financial Statements. Set out below
is the U.S. GAAP and adjusted consolidated earnings per share
included within the DLC Financial Statements of this Interim
Financial Report for the six months ended May 31:
2020 2019
DLC basic earnings per share $ (7.34) $ 1.14
DLC diluted earnings per share $ (7.34) $ 1.13
DLC adjusted diluted earnings per share $ (3.18) $ 1.15
CARNIVAL PLC
INTERIM CONDENSED GROUP STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)
(UNAUDITED)
(in millions)
Six Months Ended May 31,
2020 2019
Net Income (Loss) $ (1,664) $ 304
Other Comprehensive Income (Loss)
Items that will not be reclassified through
the Statements of Income
Remeasurements of post-employment benefit
obligations 5 (7)
Items that may be reclassified through the
Statements of Income
Changes in foreign currency translation adjustment (28) (159)
Other 8 36
(19) (123)
Other Comprehensive Income (Loss) (15) (130)
Total Comprehensive Income (Loss) $ (1,678) $ 174
==== ============= === =====
The accompanying notes are an integral part of these Interim
Financial Statements. These Interim Financial Statements only
present the Carnival plc consolidated IFRS Interim Financial
Statements and, accordingly, do not include the consolidated IFRS
results of Carnival Corporation.
Within the DLC arrangement the most appropriate presentation of
Carnival plc's results and financial position is considered to be
by reference to the DLC Financial Statements.
CARNIVAL PLC
INTERIM CONDENSED GROUP BALANCE SHEETS
(UNAUDITED)
(in millions)
May 31,
November
2020 30, 2019
ASSETS
Current Assets
Cash and cash equivalents $ 294 $ 219
Trade and other receivables, net 270 275
Inventories 149 230
Prepaid expenses and other 109 225
Total current assets 822 948
Property and Equipment, Net 13,821 14,277
Right-of-Use Assets (a) 335 -
Goodwill 264 582
Other Assets 827 532
$ 16,069 $ 16,338
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ 90 $ 231
Current portion of long-term debt 283 329
Current portion of lease liabilities (a) 53 -
Amount owed to the Carnival Corporation group 3,017 474
Accounts payable 591 361
Accrued liabilities and other 449 844
Customer deposits 811 1,883
Total current liabilities 5,294 4,122
Long-Term Debt 3,228 3,257
Long-Term Lease Liabilities (a) 277 -
Other Long-Term Liabilities 255 300
Shareholders' Equity
Share capital 360 358
Share premium 191 186
Retained earnings 9,326 11,076
Other reserves (2,861) (2,961)
Total shareholders' equity 7,016 8,659
$ 16,069 $ 16,338
====== =======
(a) We adopted the provisions of Leases on December 1, 2019.
The accompanying notes are an integral part of these Interim
Financial Statements. These Interim Financial Statements only
present the Carnival plc consolidated IFRS Interim Financial
Statements and, accordingly, do not include the consolidated IFRS
results of Carnival Corporation.
Within the DLC arrangement the most appropriate presentation of
Carnival plc's results and financial position is considered to be
by reference to the DLC Financial Statements.
CARNIVAL PLC
INTERIM CONDENSED GROUP STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in millions)
Six Months Ended May
31,
2020 2019
OPERATING ACTIVITIES
Income (Loss) before income taxes $ (1,661) $ 309
Adjustments to reconcile income before income
taxes to net cash provided by
(used in) operating activities
Depreciation and amortisation 393 359
Impairments 903 -
Share-based compensation 6 6
Interest expense, net 18 11
Gain on ship sales and other, net (88) 5
1,233 381
Changes in operating assets and liabilities
Receivables (12) (23)
Inventories 75 16
Prepaid expenses and other 87 (55)
Accounts payable 234 26
Accrued and other liabilities (102) 19
Customer deposits (1,036) 18
Cash provided by (used in) operations before
interest and income taxes (1,183) 692
Interest received 2 4
Interest paid (17) (13)
Income taxes paid, net (13) (19)
Net cash provided by (used in) operating activities (1,211) 664
INVESTING ACTIVITIES
Purchases of property and equipment (1,023) (2,051)
Proceeds from sales of ships 236 6
Purchase of minority interest (81) -
Derivative settlements and other, net 67 42
Net cash provided by (used in) investing activities (801) (2,003)
FINANCING ACTIVITIES
Changes in loans with the Carnival Corporation
group and Group companies 2,544 1,325
Proceeds from (repayments of) short-term borrowings,
net (139) (357)
Principal repayments of long-term debt (82) (89)
Proceeds from issuance of long-term debt - 869
Dividends paid (187) (193)
Purchases of treasury shares (12) (290)
Other, net (36) (23)
Net cash provided by (used in) financing activities 2,089 1,243
Effect of exchange rate changes on cash and
cash equivalents (1) (6)
Net increase (decrease) in cash and cash equivalents 75 (102)
Cash and cash equivalents at beginning of period 219 368
Cash and cash equivalents at end of period $ 294 $ 266
============ =====
The accompanying notes are an integral part of these Interim
Financial Statements. These Interim Financial Statements only
present the Carnival plc consolidated IFRS Interim Financial
Statements and, accordingly, do not include the consolidated IFRS
results of Carnival Corporation.
Within the DLC arrangement the most appropriate presentation of
Carnival plc's results and financial position is considered to be
by reference to the DLC Financial Statements.
CARNIVAL PLC
INTERIM CONDENSED GROUP STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY
(UNAUDITED)
(in millions)
Reserves
Cash Total
Share Share Retained Translation flow Treasury Other Merger shareholders'
capital premium earnings reserve hedges shares reserves reserve Total equity
2019
Balances at
November 30,
2018 $ 358 $ 173 $ 10,257 $ (2,250) $ (51) $(1,361) $ (91) $ 1,503 $(2,250) $ 8,537
Comprehensive
income (loss)
Net income - - 304 - - - - - - 304
Changes in foreign
currency translation
adjustment - - - (159) - - - - (159) (159)
Net losses on
hedges of net
investments
in foreign operations - - - 36 - - - - 36 36
Remeasurements
of post-employment
benefit obligations - - (7) - - - - - - (7)
Total comprehensive
income - - 297 (123) - - - - (123) 174
Purchase of
treasury
shares......................... - - - - - (284) - - (284) (284)
Share repurchase
obligations - - - - - - 111 - 111 111
Cash dividends
declared - - (190) - - - - - - (190)
Other, net - 7 (3) - - - - - - 3
Balances at
May 31, 2019 $ 358 $ 180 $ 10,360 $ (2,373) $ (51) $(1,645) $ 20 $ 1,503 $(2,546) $ 8,352
2020
Balances at
November 30,
2019 $ 358 $ 186 $ 11,076 $ (2,371) $ (49) $(1,935) $ (109) $ 1,503 $(2,961) $ 8,659
Comprehensive
income (loss)
Net income (loss) - - (1,664) - - - - - - (1,664)
Changes in foreign
currency translation
adjustment - - - (28) - - - - (28) (28)
Net gains on
cash flow derivative
hedges - - - - 56 - - - 56 56
Net losses on
hedges of net
investments
in foreign operations - - - (48) - - - - (48) (48)
Remeasurements
of post-employment
benefit obligations - - 5 - - - - - - 5
Total comprehensive
income (loss) - - (1,659) (76) 56 - - - (19) (1,678)
Purchase of
treasury shares - - - - - (10) - - (10) (10)
Share repurchase
obligations - - - - - - 129 - 129 129
Cash dividends
declared - - (91) - - - - - - (91)
Other, net 2 5 - - - - - - - 7
Balances at
May 31,
2020........................... $ 360 $ 191 $ 9,326 $ (2,447) $ 7 $(1,945) $ 20 $ 1,503 $(2,861) $ 7,016
=== ==== === ==== ====== ========= ==== ======= ====== ===== ======= ==== =========
The accompanying notes are an integral part of these Interim
Financial Statements. These Interim Financial Statements only
present the Carnival plc consolidated IFRS Interim Financial
Statements and, accordingly, do not include the consolidated IFRS
results of Carnival Corporation.
Within the DLC arrangement the most appropriate presentation of Carnival
plc's results and financial position is considered to be by reference
to the DLC Financial Statements.
CARNIVAL PLC
NOTES TO INTERIM CONDENSED GROUP FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - General
Description of Business
Carnival plc was incorporated in England and Wales in 2000 and
is domiciled in the UK with its headquarters located at Carnival
House, 100 Harbour Parade, Southampton, Hampshire, SO15 1ST, UK
(registration number 04039524). The Interim Financial Statements
have been prepared on the basis of the accounting policies and
methods of computation, including estimates and assumptions,
adopted and disclosed in Carnival plc and its subsidiaries and
associates (referred to collectively in these Interim Financial
Statements as the "Group," "our, " "us" and "we") consolidated
statutory financial statements for the year ended November 30,
2019, except for the adoption of new accounting standards. These
Interim Financial Statements were approved by the Board of
Directors on July 8, 2020.
DLC Arrangement
Carnival Corporation and Carnival plc operate a dual listed
company ("DLC") arrangement, known as Carnival Corporation &
plc, whereby the businesses of Carnival Corporation and Carnival
plc are combined through a number of contracts and provisions in
Carnival Corporation's Articles of Incorporation and By-Laws and
Carnival plc's Articles of Association. The two companies operate
as a single economic enterprise with a single senior executive
management team and identical Boards of Directors, but each has
retained its separate legal identity. Each company's shares are
publicly traded; on the New York Stock Exchange ("NYSE") for
Carnival Corporation and the London Stock Exchange for Carnival
plc. The Carnival plc American Depository Shares are traded on the
NYSE.
The Boards of Directors consider that within the DLC
arrangement, the most appropriate presentation of Carnival plc's
results and financial position is by reference to the U.S.
generally accepted accounting principles ("U.S. GAAP") DLC
Financial Statements because all significant financial and
operating decisions affecting the DLC companies are made on a joint
basis to optimize the consolidated performance as a single economic
entity. Accordingly, the DLC Financial Statements for the six
months ended May 31, 2020 are provided to shareholders as other
information, which are included in Schedule A. In addition, the
related management commentary has been included in Schedule B as
other information.
These Interim Financial Statements are required to satisfy
reporting requirements of the United Kingdom Listing Authority and
do not include the consolidated results and financial position of
Carnival Corporation and its subsidiaries. These Interim Financial
Statements have been prepared in accordance with the Disclosure
Guidance and Transparency Rules of the United Kingdom's Financial
Conduct Authority ("FCA") and with International Accounting
Standard 34 "Interim Financial Reporting" as adopted by the
European Union ("IAS 34"). The Interim Financial Statements should
be read in conjunction with the audited annual financial statements
for the year ended November 30, 2019, which were prepared in
accordance with International Financial Reporting Standards as
adopted by the European Union ("IFRS"). Our Interim Financial
Statements are presented in U.S. dollars as this is our
presentation currency.
The preparation of our Interim Financial Statements in
conformity with IFRS requires management to make estimates and
assumptions that affect the application of policies as well as
reported and disclosed amounts in these financial statements. The
estimates and underlying assumptions are based on historical
experience and various other factors that we believe to be
reasonable under the circumstances and form the basis of making
judgments about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from the estimates used in preparing these Interim Financial
Statements.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period or in the period of the revision and future
periods if the revision affects both current and future
periods.
Status of Financial Statements
Our Interim Financial Statements for the six months ended May
31, 2020 have not been audited or reviewed by the auditors.
Our Interim Financial Statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act
2006. Statutory accounts for the year ended November 30, 2019 were
approved by the Board of Directors on January 27, 2020 and
delivered to the Registrar of Companies. The report of the auditors
on those accounts was (i) unqualified, (ii) did not contain an
emphasis of matter paragraph and (iii) did not contain any
statement under section 498 of the Companies Act 2006.
Liquidity and Management's Plans
Due to the spread of COVID-19, Carnival Corporation & plc
previously announced a pause of its global cruise operations.
Significant events affecting travel, including COVID-19, typically
have an impact on booking patterns, with the full extent of the
impact generally determined by the length of time the event
influences travel decisions. Carnival Corporation & plc believe
that the effects of COVID-19 on its operations and global bookings
will continue to have a material negative impact on its financial
results and liquidity, and such negative impact may continue well
beyond the containment of such outbreak.
Carnival Corporation & plc cannot assure you that its
assumptions used to estimate its liquidity requirements will be
correct because they have never previously experienced a complete
cessation of its guest cruise operations, and as a consequence,
their ability to be predictive is uncertain. In addition, the
magnitude, duration and speed of the global pandemic are uncertain.
As a consequence, Carnival Corporation & plc cannot estimate
the impact on its business, financial condition or near- or
longer-term financial or operational results with reasonable
certainty, but they continue to expect a net loss on both a U.S.
GAAP and adjusted basis for the second half of 2020. Carnival
Corporation & plc have taken and continue to take actions to
improve their liquidity, including capital expenditure and
operating expense reductions, suspending dividend payments on, and
the repurchase of, common stock of Carnival Corporation and
ordinary shares of Carnival plc and pursuing various financing
transactions. In May 2020, Carnival Corporation & plc announced
a combination of layoffs, furloughs and salary reductions across
the company, including senior management.
Based on these actions and assumptions regarding the impact of
COVID-19, Carnival Corporation & plc have concluded that they
will be able to generate sufficient liquidity to satisfy their
obligations for at least the next twelve months. In light of these
circumstances, the Boards of Directors of the Group have a
reasonable expectation that Carnival Corporation & plc has
adequate resources to continue its operational existence and
continue to adopt the going concern basis of preparing the Carnival
plc Interim Financial Statements. Refer to Schedule B of this
release for additional discussion.
Basis of Presentation
For the six months ended May 31, 2019, we reclassified $99
million from tour and other revenues to onboard and other revenues
as well as $90 million from tour and other costs and expenses to
other operating cost and expenses in order to conform to the
current year presentation.
COVID-19 Use of Estimates and Risks and Uncertainty
The preparation of our Interim Financial Statements in
conformity with IFRS requires management to make estimates and
assumptions that affect the application of policies as well as
reported and disclosed amounts in these financial statements. 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 believe
that 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
On December 1, 2019, we adopted the International Accounting
Standards Board ("IASB") issued standard, IFRS 16, Leases. We have
elected to apply the new guidance at the date of adoption using a
simplified transition approach without restating comparative
periods. We have implemented changes to our internal controls to
address the collection, recording, and accounting for leases in
accordance with the new guidance.
The new standard removed the distinction between operating and
finance leases for lessees, requiring almost all leases to be
recognized on the balance sheet. The only exceptions are short-term
and low-value leases. Substantially all of our leases had
previously been classified as operating leases under the principals
of IAS 17 Leases. The most significant impact of adoption of the
new standard was the recognition of lease liabilities in relation
to these leases. These liabilities were measured at the present
value of the remaining lease payments, discounted using our
incremental borrowing rate as of December 1, 2019. The weighted
average incremental borrowing rate applied to the lease liabilities
on December 1, 2019 was 2.1%. The lease liability was recorded as
follows:
(in millions)
Port facilities and other operating lease commitments
disclosed as at November 30, 2019 $510
Net of leases with future commencement dates 382
Discounted using our incremental borrowing rate at
the date of initial application 335
Add: finance lease liabilities recognized as at November
30, 2019 7
Lease liability recognized as at December 1, 2019 $343
===
The associated right-of-use assets were measured at the amount
equal to the lease liability, adjusted by the amount of any prepaid
or accrued lease payments relating to that lease recognized in the
balance sheet as at November 30, 2019.
There was no cumulative effect of applying the new standard and
accordingly there was no adjustment to our retained earnings upon
adoption. The total operating lease expense has been replaced with
depreciation and interest expense, which had an immaterial impact
to our statements of income. The new guidance had an immaterial
impact to our statements of comprehensive income, statements of
cash flows and the compliance with debt covenants under our current
agreements.
The IASB issued amendments to the standards, IFRS 9, Financial
Instruments, IAS 39 Financial Instruments: Recognition and
Measurement, and IFRS 7 Financial Instruments: Disclosures, aimed
at resolving issues affecting financial reporting in the period
before the replacement of an existing interest rate benchmark with
an alternative interest rate and addressing the implications for
specific hedge accounting requirements in IFRS 9 Financial
Instruments and IAS 39 Financial Instruments: Recognition and
Measurement, which require forward-looking analysis. The amendments
to IFRS 7 Financial Instruments: Disclosures specify additional
disclosures around uncertainty arising from the interest rate
benchmark reform. On December 1, 2019, we early adopted this
guidance and applied retrospectively. The adoption of this guidance
did not have a material impact on our consolidated financial
statements.
The IASB has issued amendments to the standard, IAS 1,
Presentation of Financial Statements - Classification of
Liabilities as Current or Non-current, providing a more general
approach to the classification of liabilities based on the
contractual agreements in place at the reporting date. These
amendments are required to be adopted by us for the financial year
commencing on December 1, 2022 and must be applied retrospectively.
We do not expect the adoption of this guidance to have a material
impact on our consolidated financial statements.
NOTE 2 - 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 significant. 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 cruise 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 six months
ended May 31, 2020 and 2019 fees, taxes and charges included in
commissions, transportation and other costs were $53 million and
$89 million. 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. Revenues from the sales of advanced air quality systems,
which are also included in our Tour and Other segment, are
recognized over the service period.
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 expect to be required 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 length of the pause and level of guest acceptance of
FCCs. 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 $0.9 billion as of May 31, 2020 and $2.0
billion as of November 30, 2019. The current portion of our
customer deposits was $0.8 billion as of May 31, 2020. These
amounts include 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, 2020
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, 2020 and
2019, we recognized revenues of $1.3 billion and $1.5 billion
related to our customer deposits as of November 30, 2019 and
December 1, 2018. 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 $6 million and $62
million as of May 31, 2020 and November 30, 2019.
NOTE 3 - Property and Equipment
(in millions)
At November 30, 2019 $14,277
Foreign currency translation adjustment (75)
Additions 960
Disposals (467)
Ship impairments (514)
Depreciation (360)
At May 31, 2020 $13,821
======
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 expected future operating cash flows, we
determined certain impairment triggers had occurred. We estimated
the May 31, 2020 fair values of the ships based on their discounted
future cash flows or estimated realizable selling value. We then
compared these estimated values to the net carrying values and, as
a result, we recognized $514 million of ship impairment charges in
the first half of 2020. Refer to Note 1 - "General, COVID-19 Use of
Estimates and Risks and Uncertainty" for additional discussion.
The principal assumptions used in our analyses consisted of
changes in strategy (including decisions about the sale of ships,
estimated sale proceeds and timing, as well as the transfer of
ships between brands), return to service, forecasted future
operating results, including net revenue yields and fuel expenses.
All principal assumptions are considered Level 3 inputs.
NOTE 4 - Leases
Substantially all of our leases for which we are the lessee are
leases of port facilities and real estate and are included within
right-of-use assets, long-term lease liabilities and current
portion of lease liabilities in our Consolidated Balance Sheet as
of May 31, 2020.
We have port facilities and real estate lease agreements with
lease and non-lease components, and in such cases, we account for
the components as a single lease component.
We do not recognize lease assets and lease liabilities for any
leases with an original term of less than one year. For some of our
port facilities and real estate lease agreements, we have the
option to extend our current lease term by 1 to 10 years.
Generally, we do not include renewal options as a component of our
present value calculation as we are not reasonably certain that we
will exercise the options.
As most of our leases do not have a readily determinable
implicit rate, we estimate the incremental borrowing rate ("IBR")
to determine the present value of lease payments. We apply judgment
in estimating the IBR including considering the term of the lease,
the currency in which the lease is denominated, and the impact of
collateral and our credit risk on the rate. For leases that were in
place upon adoption of new Leases standard, we used the remaining
lease term as of December 1, 2019 in determining the IBR. For the
initial measurement of the lease liabilities for leases commencing
after December 1, 2019, the IBR at the lease commencement date was
applied.
Certain of our agreements stipulate potential future increases
in variable lease payments based on an index or rate, which are not
included in the lease liability until they take effect. When
adjustments to lease payments based on an index or rate take
effect, the lease liability is reassessed and adjusted against the
right-of-use asset.
The balance sheet shows the following amounts related to
leases:
May 31, December 1,
(in millions) 2020 2019
Right-of-use assets
Port facilities $ 146 $ 145
Real estate 146 150
Other 43 57
$ 335 $ 353
Lease liabilities
Current $ 53 $ 55
Non-current $ 277 $ 288
We depreciate our lease assets on a straight-line basis over the
shorter of the asset's useful life and the lease term. Lease
payments are allocated between principal and finance cost. The
finance cost is charged to profit or loss over the lease period so
as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period. The components of lease
expense were as follows:
Six Months Ended
(in millions) May 31, 2020
Depreciation charge of right-of-use assets
Port facilities $ 8
Real estate 8
Other 13
$ 29
Interest expense $ 3
Variable and short-term lease costs related to leases, other
than the separately disclosed related party ship charters, were not
material to our consolidated financial statements.
We have multiple agreements, with a total undiscounted minimum
commitment of approximately $98 million, that have been executed
but the lease term has not commenced as of May 31, 2020. These are
substantially all related to our rights to use certain port
facilities. The leases are expected to commence later this
year.
During the six months ended May 31, 2020, we obtained $19
million of right-of-use assets in exchange for new lease
liabilities. The cash outflow for leases was materially consistent
with lease expense recognized during the six month period ended May
31, 2020.
As of May 31, 2020, maturities of lease liabilities were as
follows:
(in millions)
Remainder of 2020 $ 36
2021 52
2022 41
2023 37
2024 31
Thereafter 188
Total lease payments $385
===
For time charter arrangements where we are the lessor and for
transactions with cruise guests related to the use of cabins, we do
not separate lease and non-lease components. As the non-lease
components are the predominant components in the agreements, we
account for these transactions under the Revenue Recognition
guidance.
We have finance-type leases of ships for which we are the
lessor. As of May 31, 2020, the net investment related to these
leases was $48 million.
NOTE 5 - Goodwill
(in millions)
At November 30, 2019 $ 582
Impairment charges (310)
Foreign currency translation adjustment (8)
At May 31, 2020 $ 264
===
As a result of the effect of COVID-19 on our expected future
operating cash flows, we performed interim discounted cash flow
analyses and determined that the estimated fair value of one of our
cash-generating units no longer exceeded its carrying value. We
recognized goodwill impairment charges of $310 million for this
cash-generating unit during the six months ended May 31, 2020.
The determination of our cash-generating units' goodwill fair
values includes numerous assumptions that are subject to various
risks and uncertainties. The principal assumptions, all of which
are considered Level 3 inputs, used in our cash flow analyses
consisted of:
-- Changes in market conditions, port restrictions or strategy,
including decision about the allocation of new ships amongst brands
and the transfer of ships between brands
-- Forecasted future operating results, including net revenue yields and fuel expenses
-- Weighted-average cost of capital of market participants,
adjusted for the risk attributable to the geographic regions in
which these cruise brands operate
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. Refer to Note 1 - "General, COVID-19 Use of
Estimates and Risks and Uncertainty" for additional discussion.
NOTE 6 - Debt
At May 31, 2020, our short-term borrowings consisted primarily
of $58 million euro-denominated commercial paper and $31 million
sterling-denominated commercial paper. For the six months ended May
31, 2020, we had borrowings of $58 million and no repayments of
commercial paper with original maturities greater than three
months. For the six months ended May 31, 2019, we had no borrowings
and repayments of commercial paper with original maturities greater
than three months.
Modifications
In February 2020, we extended a $452 million
sterling-denominated floating rate bank loan, originally maturing
in 2022, to 2025 with an option to extend to 2026.
In April 2020, we amended and extended a $166 million
euro-denominated fixed rate bank loan, originally maturing in
September 2020, to a floating rate loan maturing in March 2021.
Certain export credit agencies have offered 12-month debt
amortization and a financial covenant holiday ("Debt Holiday"). We
entered into supplemental agreements or side letters for Debt
Holiday amendments to defer certain principal repayments otherwise
due through March 31, 2021 through the creation of separate
tranches of loans under the facilities with repayments made over
the following four years.
Debt Covenant Compliance
Many of our debt agreements contain one or more financial
covenants that require us to:
-- Maintain minimum debt service coverage
-- Maintain minimum shareholders' equity
-- Limit our debt to capital ratio
-- Limit the amounts of our secured and other indebtedness
At May 31, 2020, we were in compliance with all of our debt
covenants.
Under the terms of certain of our debt facilities, we are
required to maintain minimum debt service coverage (EBITDA to
consolidated net interest charges for the most recently ended four
fiscal quarters) of not less than 3.0 to 1.0 at the end of each
fiscal quarter. We have entered into supplemental agreements or
side letters to amend our agreements with respect to this covenant
to:
-- Waive compliance, in conjunction with the Debt Holiday, for
our export credit facilities through March 31, 2021, August 31,
2021 or December 31, 2021, as applicable. We will be required to
comply beginning with the next testing date of May 31, 2021,
November 30, 2021, or February 28, 2022, respectively.
-- Waive compliance through November 30, 2021 for our bank
loans. We will be required to comply beginning with the next
testing date of February 28, 2022.
Any covenant waiver may lead to increased costs, increased
interest rates, additional restrictive covenants and other
available lender protections that would be applicable. There can be
no assurance that we would be able to obtain additional waivers in
a timely manner, or on acceptable terms at all. If we were not able
to obtain additional waivers or repay the debt facilities, this
would lead to an event of default and potential acceleration of
amounts due under all of our outstanding debt and derivative
contract payables. As a result, the failure to obtain the
additional waivers would have a material adverse effect on us.
Credit Ratings Update
In March and April 2020, Moody's and S&P Global downgraded
Carnival Corporation & plc's long-term issuer, senior secured
and senior unsecured debt ratings. Its short-term commercial paper
credit ratings were also downgraded. In May and June 2020, Moody's
and S&P Global further downgraded its long-term issuer rating
and our short-term rating, which prevents us from issuing
additional commercial paper except for government-backed programs.
In addition, Carnival Corporation & plc's long-term ratings
were placed on review for further downgrade by both agencies.
NOTE 7 - Ship Commitments
At November 30, 2019, we had eight ships under contract for
construction. COVID-19 has impacted shipyard operations and will
result in delivery delays for our ships. We are working with the
shipyards on revised timing. As the impact of revised delivery
timing is currently uncertain, we are providing the November 30,
2019 contractual estimated total future commitments, including the
contract prices with the shipyards, design and engineering fees,
capitalised interest, construction oversight costs and various
owner supplied:
November 30,
(in millions) 2019
Fiscal
2020 $ 2,757
2021 1,996
2022 1,640
2023 966
2024 -
Total $ 7,359
==========
NOTE 8 - Contingencies
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 in this section.
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. The existing assertions are in their initial stages. 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, an action was 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.
On April 17, 2020, the court reversed its dismissal of the
virtually identical cases brought by Havana Docks Corporation
against other cruise lines, and at that time, denied our pending
motion for reconsideration on our prior motion to dismiss and
allowed the plaintiff to file an amended complaint. As a result, on
April 27, 2020, we filed a motion seeking leave to appeal. On May
18, 2020, we filed a motion to dismiss the plaintiff's amended
complaint and the briefing is now complete. On June 26, 2020, the
court denied our motion seeking leave to appeal and denied our
motion to stay discovery for 90 days.
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 card processor. As of May
31, 2020, we have been requested to provide reserve funds of $27
million.
COVID-19 Actions
Class Actions
On April 7, 2020, Paul Turner, a former guest from Costa
Luminosa, filed a purported class action against Costa Crociere,
S.p.A. ("Costa") and Costa Cruise Line, Inc. in the U.S. District
Court for the Southern District of Florida seeking compensation
based on alleged severe emotional distress associated with being
exposed to COVID-19 onboard and/or alleged physical injuries and
severe emotional distress associated with contracting COVID-19
onboard. The action asserts claims for negligence, negligent
infliction of emotional distress, intentional infliction of
emotional distress, misleading advertising in violation of Florida
Statute -- 817.41, and negligent misrepresentation.
On April 8, 2020, numerous former guests from Grand Princess
filed a purported class action against Carnival Corporation &
plc and two of our subsidiaries, Princess Cruise Lines Ltd.
("Princess") and Fairline Shipping International Corporation, Ltd.
("Fairline"), seeking compensation based on alleged severe
emotional distress associated with being exposed to COVID-19
onboard, contracting COVID-19 onboard, and/or contracting COVID-19
while onboard and subsequently passing away as a result of
COVID-19. The complaint asserts claims for negligence and gross
negligence. This action was originally filed in the U.S. District
Court for the Northern District of California, however, on May 4,
2020, the parties entered into a stipulation, which was approved by
the court on May 5, 2020, that the case be transferred to the U.S.
District Court for the Central District of California pursuant to
the terms of the plaintiffs' ticket contracts. Following the
transfer, the plaintiffs filed a First Amended Complaint on June 2,
2020 that named Carnival Corporation and Carnival plc as defendants
in place of Carnival Corporation & plc and removed Fairline as
a defendant, and also added claims for negligent and intentional
infliction of emotional distress.
On May 27, 2020, Service Lamp Corporation Profit Sharing Plan
filed a purported class action in the U.S. District Court for the
Southern District of Florida against Carnival Corporation, Arnold
W. Donald and David Bernstein on behalf of all purchasers of
Carnival Corporation securities between January 28 and May 1, 2020.
On June 3, 2020, John P. Elmensdorp filed a purported class action
in the U.S. District Court for the Southern District of Florida
against the same defendants, and adding Micky Arison as a
defendant. This action is on behalf of all purchasers of Carnival
Corporation securities between September 26, 2019 and April 30,
2020. These complaints allege that the defendants violated Sections
10(b) and 20(a) of the Securities and Exchange Act of 1934 by
making misrepresentations and omissions related to Carnival
Corporation's COVID-19 knowledge and response, and seek to recover
unspecified damages and equitable relief for the alleged
misstatements and omissions.
On June 4, 2020, another group of former guests from Grand
Princess filed a purported class action against Carnival
Corporation, Carnival plc, and Princess in the U.S. District Court
for the Central District of California, seeking compensation based
on the same factual theories presented in the class actions
described above. The action asserts claims for negligence, gross
negligence, negligent infliction of emotional distress and
intentional infliction of emotional distress.
On June 4, 2020, Gregory Eicher, a former guest from Grand
Princess filed a purported class action against Princess in the
U.S. District Court for the Central District of California, seeking
compensation based on alleged severe emotional distress associated
with being exposed to COVID-19 onboard and/or alleged physical
injuries and severe emotional distress associated with contracting
COVID-19 onboard. The action asserts claims for negligence,
negligent infliction of emotional distress and intentional
infliction of emotional distress.
On June 4, 2020, numerous former guests from Ruby Princess filed
a purported class action against Princess in the U.S. District
Court for the Central District of California, seeking compensation
based on alleged severe emotional distress associated with being
exposed to COVID-19 onboard and/or alleged physical injuries and
severe emotional distress associated with contracting COVID-19
onboard. The action asserts claims for negligence, negligent
infliction of emotional distress, and intentional infliction of
emotional distress.
On June 24, 2020, Leonard C. Lindsay and Carl E.W. Zehner,
former guests from Zaandam filed a purported class action in the
U.S. District Court for the Western District of Washington at
Seattle against Carnival Corporation, Carnival plc, Holland America
Line, Inc., and Holland American Line - U.S.A., Inc. seeking
compensation based on alleged serious personal injury and emotional
distress, for those contracting COVID-19 and those claiming
exposure to COVID-19. The action asserts claims for negligence,
gross negligence, negligent infliction of emotional distress and
intentional infliction of emotional distress. This case also seeks
injunctive relief in the form of certain disclosures to passengers
and medical monitoring.
We believe that the claims asserted in these actions are without
merit and are taking proper actions to defend against them.
Individual Actions
Between March 9, 2020 and July 7, 2020, more than 100 former
U.S. guests who sailed onboard various vessels, including, but not
limited to, Diamond Princess, Grand Princess, or Ruby Princess,
filed individual actions against Princess, and in some actions also
against Carnival Corporation and/or Carnival plc in the U.S.
District Court for the Central District of California. On June 11,
2020, a former guest who sailed onboard Coral Princess filed an
action against Princess, Carnival Corporation and Carnival plc in
the Superior Court of California, County of Los Angeles. These
lawsuits include tort claims based on a variety of theories,
including but not limited to negligence and failure to warn. The
plaintiffs in these cases allege a variety of injuries: some
plaintiffs allege only emotional distress, while others allege
injuries arising from testing positive for COVID-19. A smaller
number of cases include wrongful death claims. The defendants will
respond to each of these complaints individually. Motions to
dismiss were filed on June 2, 2020 in the individual actions
against Princess that allege emotional distress associated with
exposure to COVID-19 while onboard.
In addition, between April 7, 2020 and July 7, 2020, four former
U.S. guests from Costa Luminosa filed individual actions against
Costa in the U.S. District Court for the Southern District of
Florida or the Circuit Court in and for the 11(th) Judicial Circuit
in and for Miami-Dade County. These plaintiffs seek compensation on
factual allegations similar to those presented by the former U.S.
guests who have filed the purported class actions described above.
The defendants will respond to each of these complaints
individually.
On June 16, 2020, Patricia Vickers, on behalf of the Estate of
Jessie Vickers, a former guest from Carnival Ecstasy, filed an
action against Carnival Corporation in the U.S. District Court for
the Southern District of Georgia seeking compensation based on a
claim alleging wrongful death as a result of contracting COVID-19.
The action asserts a claim for negligence.
On June 30, 2020, Kenneth and Nora Hook, former guests from
Zaandam, filed an action against Holland America Line N.V. in the
U.S. District Court for the Western District of Washington at
Seattle seeking compensation in the form of economic and
non-economic damages relating to Mr. Hook contracting COVID-19 and
punitive damages. The action asserts a claim for negligence.
These individual actions seek monetary and punitive damages but
do not specify exact amounts. We are taking proper actions to
defend against them.
Governmental Inquiries and Investigations
Federal, state 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,
including, but not limited to, those noted below. 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.
In March and April, 2020, there were several inquiries or
investigations initiated by foreign governmental authorities
related to Ruby Princess, including authorities in Australia and
New Zealand.
In May 2020, we received requests for information from the U.S.
House of Representatives Transportation and Infrastructure
Committee and the Senate Committee on Commerce, Science, and
Transportation related to COVID-19 matters. In April 2020, the
Federal Maritime Commission announced that it would lead a fact
finding investigation to identify commercial measures passengers
cruise lines can adopt to mitigate COVID-19 related impacts.
NOTE 9 - Dividends
Quarters Ended
(in millions, except per share data) February 28/29 May 31
2020
Dividends declared per share $ 0.50 $ -
Dividend declarations $ 91 $ -
2019
Dividends declared per share $ 0.50 $ 0.50
Dividend declarations $ 95 $ 95
NOTE 10 - Segment Information
As previously discussed, within the DLC arrangement the most
appropriate presentation of Carnival plc's results and financial
position is by reference to the DLC Financial Statements. The
operating segments are reported on the same basis as the internally
reported information that is provided to the 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 the segments. Carnival Corporation & plc has four reportable
segments comprised of (1) North America and Australia cruise
operations ("NAA"), (2) Europe and Asia cruise operations ("EA"),
(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.
Six Months Ended May 31,
Operating Depreciation Operating
costs and Selling and and income
(in millions) Revenues expenses administrative amortisation (loss)
2020
NAA $ 3,597 $ 3,904 $ 697 $ 733 $ (3,056) (a)
EA 1,790 2,090 333 334 (1,743) (b)
Cruise Support 66 (34) 126 64 (91)
Tour and Other 76 47 14 16 -
Carnival
Corporation
& plc
- U.S. GAAP 5,529 6,007 1,170 1,147 (4,891)
Carnival
Corporation,
U.S. GAAP vs
IFRS differences
and eliminations
(c) (3,147) (3,575) (787) (754) 3,161
Carnival plc -
IFRS $ 2,383 $ 2,432 $ 384 $ 393 $ (1,730)
2019
NAA $ 6,239 $ 4,043 $ 695 $ 667 $ 833
EA 3,087 2,108 390 318 270
Cruise Support 86 60 152 55 (180)
Tour and Other 99 90 13 19 (22)
Carnival
Corporation
& plc
- U.S. GAAP 9,511 6,301 1,250 1,059 902
Carnival
Corporation,
U.S. GAAP vs
IFRS differences
and eliminations
(c) (5,438) (3,330) (796) (699) (613)
Carnival plc -
IFRS $ 4,073 $ 2,971 $ 454 $ 359 $ 289
=== ====== === ======= ======= ========= ====== ======== =======
(a) Includes $1.3 billion of goodwill impairment charges.
(b) Includes $777 million of goodwill impairment charges.
(c) Carnival Corporation consists primarily of cruise brands
that do not form part of the Group; however, these brands are
included in Carnival Corporation & plc and thus represent
substantially all of the reconciling items. The U.S. GAAP vs IFRS
accounting differences principally relate to differences in the
carrying value of goodwill and other intangibles, ships and related
depreciation expenses. The eliminations include ship charters
between Carnival Corporation and the Group.
Revenue by geographic areas, which are based on where our guests
are sourced, were as follows:
Six Months Ended Six Months Ended
(in millions) May 31, 2020 May 31, 2019
North America $ 160 $ 256
Europe 1,457 2,453
Australia and Asia 601 1,126
Other 165 238
$ 2,383 $ 4,073
=== ============= === =============
NOTE 11 - Related Party Transactions
There have been no changes in the six months ended May 31, 2020
to the nature of the related party transactions described in the
Group IFRS financial statements for the year ended November 30,
2019 that have a material effect on the financial position or
results of operations of the Group. All amounts owed to the
Carnival Corporation group are unsecured and repayable on
demand.
During the six months ended May 31, 2020, Holland America Line
and Princess Cruises did not purchase land tours from us. During
the six months ended May 31, 2019, Holland America Line and
Princess Cruises purchased land tours from us totaling $16 million
and packaged these land tours for sale with their cruises. In
addition, during each of the six months ended May 31, 2020 and
2019, we sold pre- and post-cruise vacations, shore excursions and
transportation services to the Carnival Corporation group.
During the six months ended May 31, 2020 and 2019, Carnival plc
had ship charter agreements with Princess Cruises and Carnival
Cruise Line for ships operating in Australia and/or Asia. Princess
Cruises and Carnival Cruise Line are subsidiaries of Carnival
Corporation. The total charter expense for the six months ended May
31, 2020 were $380 million ($333 million in 2019), which was
included in other ship operating expenses.
At May 31, 2020 and November 30, 2019, Carnival Corporation
owned 0.8 million, or 0.4% of Carnival plc's ordinary shares, which
are non-voting. At May 31, 2020 and November 30, 2019 Carnival
Investments Limited ("CIL"), a wholly-owned subsidiary of Carnival
Corporation, owned 24.9 million or 12% of Carnival plc's ordinary
shares, which are also non-voting. During the six months ended May
31, 2020, Carnival Corporation and CIL received dividends on their
Carnival plc ordinary shares in the aggregate amount of $26
million.
During the six months ended May 31, 2020, Carnival plc continued
to provide a guarantee to the Merchant Navy Officers Pension Fund
for certain employees who have transferred from Carnival plc to a
subsidiary of Carnival Corporation.
Within the DLC arrangement, there are instances where the Group
provides services to Carnival Corporation group companies and also
where Carnival Corporation group companies provide services to the
Group.
NOTE 12 - Principal Risks and Uncertainties
The principal risks and uncertainties affecting our business
activities are included in Item 4. Risk Management and/or
Mitigation of Principal Risks of our 2019 Strategic Report and are
supplemented by the risk factors included in the Form 10-Q filed on
April 3, 2020 and the Form 10-Q filed on July 10, 2020 with the
SEC. Additional risks and uncertainties not currently known to us
or that we currently deem to be immaterial also may materially
adversely affect our business, financial condition or future
results.
NOTE 13 - Seasonality
Our passenger ticket revenues are seasonal. Historically, demand
for cruises has been greatest during our third quarter, which
includes the Northern Hemisphere summer months, although 2020 will
continue to be adversely impacted by COVID-19. This higher demand
during the third quarter results in higher ticket prices and
occupancy levels and, accordingly, the largest share of our
operating income is earned during this period. This historical
trend has been disrupted by the pause in global cruise operations.
In addition, substantially all of Holland America Princess Alaska
Tours' revenue and net income (loss) is generated from May through
September in conjunction with Alaska's cruise season. During 2020,
the Alaska cruise season will be adversely impacted by the effects
of COVID-19.
NOTE 14 - Fair Value Measurements and Derivative Instruments and
Hedging Activities
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.
Under deeds of guarantee executed in connection with the DLC
arrangement, as well as stand-alone guarantees
executed since that time, each of Carnival Corporation and
Carnival plc have effectively cross guaranteed all
indebtedness and certain other monetary obligations of each
other. The fair value of cross guarantees within the DLC
arrangement were not significant at May 31, 2020 or November 30,
2019, and are not expected to result in any material loss.
Financial Instruments that are not Measured at Fair Value on a
Recurring Basis
May 31, 2020 November 30, 2019
Fair Value Fair Value
(in millions) Carrying Level Level Level Carrying Level Level Level
Value 1 2 3 Value 1 2 3
Assets
Long-term
other
assets (a) $ 48 $ - $ - $ 48 $ 115 $ - $ - $ 116
Total $ 48 $ - $ - $ 48 $ 115 $ - $ - $ 116
Liabilities
Fixed rate
debt
(b) $ 1,376 $ - $ 913 $ - $ 1,581 $ - $1,618 $ -
Floating rate
debt (b) 2,253 - 1,750 - 2,266 - 2,297 -
Total $ 3,629 $ - $2,663 $ - $ 3,847 $ - $3,915 $ -
(a) Long-term other assets are comprised of notes receivable,
which include loans on ship sales. The fair value 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, 2020 November 30, 2019
Level Level Level Level Level Level
(in millions) 1 2 3 1 2 3
Assets
Cash and cash equivalents $ 294 $ - $ - $ 219 $ - $ -
Total $ 294 $ - $ - $ 219 $ - $ -
Liabilities
Derivative financial
instruments $ - $ 9 $ - $ - $ 12 $ -
Total $ - $ 9 $ - $ - $ 12 $ -
Derivative Instruments and Hedging Activities
November
(in millions) Balance Sheet Location May 31, 2020 30, 2019
Derivative liabilities
Derivatives designated as
hedging instruments
Accrued liabilities
Interest rate swaps (a) and other $ 4 $ 4
Other long-term
liabilities 5 8
Total derivative liabilities $ 9 $ 12
====== ====== === ======
(c) 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 $218 million at May 31, 2020 ($240
million at November 30, 2019) of EURIBOR-based floating rate euro
debt to fixed rate euro debt. At May 31, 2020, these interest rate
swaps settle through 2025.
Our derivative contracts include rights of offset with our
counterparties.
May 31, 2020
Gross Amounts
Gross Amounts Total Net not Offset
Offset in Amounts Presented in the
Gross the Balance in the Balance Balance
(in millions) Amounts Sheet Sheet Sheet Net Amounts
Assets $ - $ - $ - $ - $ -
Liabilities $ 9 $ - $ 9 $ - $ 9
November 30, 2019
Gross Amounts
Gross Amounts Total Net not Offset
Offset in Amounts Presented in the
Gross the Balance in the Balance Balance
(in millions) Amounts Sheet Sheet Sheet Net Amounts
Assets $ - $ - $ - $ - $ -
Liabilities $ 12 $ - $ 12 $ - $ 12
The effect of our derivatives qualifying and designated as
hedging instruments recognized in other comprehensive income (loss)
and in income (loss) was as follows:
Six Months Ended May
31,
(in millions) 2020 2019
Gains (losses) recognized in reserves:
Interest rate swaps - cash flow hedges $ 3 $ -
Foreign currency forwards - cash flow hedges $ 53 $ -
Gains (losses) reclassified from reserves -
cash flow hedges:
Interest rate swaps - Interest expense, net
of capitalized interest $ (2) $ (3)
There are no credit risk related contingent features in our
derivative agreements. 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 significant.
NOTE 15 - Reserves and Other Equity Activity
Effective August 27, 2018, Carnival Corporation & plc
approved a modification of the general authorization to repurchase
Carnival Corporation common stock and/or Carnival plc ordinary
shares (the "Repurchase Program"), which replenished the remaining
authorized repurchases at the time of the approval to $1.0 billion.
During the six months ended May 31, 2020, we repurchased 0.2
million shares of Carnival plc ordinary shares for $10 million,
under the Repurchase Program. At May 31, 2020, the remaining
availability under the Repurchase Program was $122 million. To
enhance our liquidity and comply with restrictions in our recent
financing transactions, on June 15, 2020, the Boards of Directors
terminated the Repurchase Program.
NOTE 16 - Supplemental Cash Flow Information
We did not issue notes receivable upon sale of ships during the
six months ended May 31, 2020. For the six months ended May 31,
2019, we issued notes receivable upon sale of ships of $104
million.
NOTE 17 - Employee Benefits Plans and Restructuring Costs
Carnival plc is a contributing employer to three defined benefit
pension plans: the P&O Princess Cruises (UK) Pension Scheme
("Company's UK Plan"), the multiemployer Merchant Navy Officers
Pension Fund and the multiemployer Merchant Navy Ratings Pension
Fund. The defined benefit plans are valued triennially by external
qualified actuaries as required by the applicable UK regulations.
The Company's UK Plan's assets are managed on behalf of the trustee
by independent fund managers.
The Company's UK Plan is closed to new membership and to future
benefit accrual and is undergoing its triennial valuation. Due to
the COVID-19 pandemic and its impact on the economic environment
and our operations, the finalization of the valuation may result in
a plan deficit which would then trigger a funding obligation under
UK regulations.
In May 2020, Carnival Corporation & plc announced a
combination of layoffs, furloughs and salary reductions across the
company in response to the extended pause in its global cruise
operations. These costs are included in the selling and
administrative line item within the Interim Condensed Group
Statements of Income (Loss).
NOTE 18 - Subsequent Events
Property and Equipment
In June 2020, we entered into an agreement to sell an EA segment
2,010-passenger capacity ship.
In June 2020, we sold and transferred an EA segment
1,930-passenger capacity ship.
NOTE 19 - Responsibility Statement
The Directors confirm that to the best of their knowledge the
Interim Financial Statements included as Schedule D to this release
have been prepared in accordance with IAS 34 as adopted by the
European Union, and that the half-yearly financial report includes
a fair review of the information required by DTR 4.2.7R and DTR
4.2.8R of the Disclosure Guidance and Transparency Rules of the
United Kingdom's FCA.
The Directors of Carnival plc are listed in the Carnival plc
Annual Report for the year ended November 30, 2019, with the
exception of the following change in the period: Jeffrey J.
Gearhart was appointed on April 20, 2020. Besides the
aforementioned, no new Directors have been appointed during the six
months ended May 31, 2020. A list of current Directors is
maintained and is available for inspection on the Group's website
at www.carnivalplc.com .
By order of the Board
/s/ Micky Arison /s/ Arnold W. Donald
Micky Arison Arnold W. Donald
Chairman of the Board of Directors President and Chief Executive
Officer and Director
July 10, 2020 July 10, 2020
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR GPUMAMUPUGAU
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