Caution regarding factors that may affect future results

Some of the statements, estimates or projections contained in this document are
"forward-looking statements" that involve risks, uncertainties and assumptions
with respect to us, including some statements concerning future results,
operations, outlooks, plans, goals, reputation, cash flows, liquidity and other
events which have not yet occurred. These statements are intended to qualify for
the safe harbors from liability provided by Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical facts are statements that could
be deemed forward-looking. These statements are based on current expectations,
estimates, forecasts and projections about our business and the industry in
which we operate and the beliefs and assumptions of our management. We have
tried, whenever possible, to identify these statements by using words like
"will," "may," "could," "should," "would," "believe," "depends," "expect,"
"goal," "anticipate," "forecast," "project," "future," "intend," "plan,"
"estimate," "target," "indicate," "outlook," and similar expressions of future
intent or the negative of such terms.

Forward-looking statements include those statements that relate to our outlook
and financial position including, but not limited to, statements regarding:
•Pricing                                          •Goodwill, ship and trademark fair values
•Booking levels                                   •Liquidity and credit ratings
•Occupancy                                        •Adjusted earnings per share
•Interest, tax and fuel expenses                  •Return to guest cruise operations
•Currency exchange rates                          •Impact of the COVID-19 coronavirus global
                                                  pandemic on our financial

statement and results • Estimates of depreciation periods for vessels and residual values ​​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,
reputation, litigation, cash flows, liquidity, and stock price.
•World events impacting the ability or desire of people to travel have and may
continue to 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 have in the past and
may, in the future, 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
have in the past and may, in the future, 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, including the recent ransomware incidents, and failure to keep
pace with developments in technology may adversely impact our business
operations, the satisfaction of our guests and crew and may lead to reputational
damage.
•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.
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•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

Resumption of guest cruise operations

As of August 31, 2021, eight of our nine brands have resumed guest cruise
operations as part of our gradual return to service, with 35% of our capacity
operating with guests on board. We have already announced plans to resume guest
cruise operations with 50 ships, or 61% of our capacity, by November 30, 2021
and 71 ships, or 75% of our capacity, by June 2022, with more announcements
forthcoming for the remaining ships. Consistent with our planned gradual
resumption of guest cruise operations, we continue to expect to have our full
fleet back in operation in the spring of 2022.

Update on refinancing

See “Liquidity, Financial Position and Capital Resources”.

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,
reputation, litigation, cash flows, liquidity, and stock price."

New accounting statements

Refer to Note 1 – “General, accounting pronouncements” to the consolidated financial statements for a further discussion of accounting pronouncements.

Critical accounting estimates

For a discussion of our critical accounting estimates, see “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” which is included in Form 10-K.

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 2021 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
and gradual resumption of guest 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 2021, the Alaska cruise season has been and will continue to be adversely
impacted by the effects of COVID-19.

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Statistical Information
                                                      Three Months Ended                       Nine Months Ended
                                                          August 31,                              August 31,
                                                  2021                   2020               2021               2020
Available Lower Berth Days ("ALBDs") (in
thousands) (a)                                    3,788                       (c)           4,405                   (c)
Occupancy percentage (b)                           54.2   %                   (c)            50.4   %               (c)
Fuel consumption in metric tons (in
thousands)                                          344                    325                852              1,639
Fuel cost per metric ton consumed             $     537               $    371          $     472           $    438

Currencies (USD to 1)
AUD                                           $    0.75               $   0.70          $    0.76           $   0.67
CAD                                           $    0.80               $   0.74          $    0.80           $   0.74
EUR                                           $    1.19               $   1.15          $    1.20           $   1.12
GBP                                           $    1.39               $   1.28          $    1.38           $   1.27
RMB                                           $    0.15               $   0.14          $    0.15           $   0.14



(a)ALBD is a standard 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.
(c)As a result of pause in guest cruise operations in 2020, prior year data for
these metrics was not meaningful and was not included in the table.

We paused our guest cruise operations in mid-March 2020 and were in a pause for
a majority of 2020. In 2021, we began the gradual resumption of guest cruise
operations which is continuing to have a material impact on all aspects of our
business.

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Results of Operations
Consolidated
                                    Three Months Ended
                                        August 31,                                     % increase            Nine Months Ended August 31,                             % increase
(in millions)                     2021               2020            Change            (decrease)               2021              2020             Change             (decrease)
Revenues
  Passenger ticket            $      303          $      -          $  303                     100  %       $     326          $  3,680          $ (3,354)                    (91) %
  Onboard and other                  243                31             212                     676  %             295             1,881            (1,586)                    (84) %
                                     546                31             515                    1643  %             621             5,561            (4,940)                    (89) %

Operating costs and expenses

  Commissions, transportation
and other                             79                34              44                     128  %             116             1,098              (983)                    (89) %
  Onboard and other                   72                 9              64                     749  %              94               593              (499)                    (84) %
  Payroll and related                375               248             126                      51  %             834             1,563              (729)                    (47) %
  Fuel                               182               121              61                      51  %             398               718              (320)                    (45) %
  Food                                52                19              33                     172  %              80               404              (325)                    (80) %
  Ship and other impairments         475               910            (435)                    (48) %             524             1,829            (1,305)                    (71) %
  Other operating                    381               208             174                      84  %             786             1,349              (564)                    (42) %
                                   1,616             1,549              67                       4  %           2,832             7,556            (4,724)                    (63) %

  Selling and administrative         425               265             161                      61  %           1,305             1,435              (130)                     (9) %
  Depreciation and
amortization                         562               551              11                       2  %           1,681             1,698               (17)                     (1) %
  Goodwill impairment                  -                 -               -                     100  %               -             2,096            (2,096)                   (100) %
                                   2,603             2,364             239                      10  %           5,817            12,784            (6,967)                    (54) %

Operating profit (loss) $ (2,057) $ (2,333) $ 276

                    (12) %       $  (5,196)         $ (7,223)         $  2,027                     (28) %



NAA
                                          Three Months Ended
                                              August 31,                                     % increase            Nine Months Ended August 31,                             % increase
(in millions)                           2021               2020            Change            (decrease)               2021              2020             Change             (decrease)
Revenues
  Passenger ticket                  $      151          $      5          $  145                    2818  %       $     152          $  2,329          $ (2,177)                    (93) %
  Onboard and other                        121                 9             111                    1174  %             139             1,283            (1,145)                    (89) %
                                           271                15             257                    1753  %             291             3,612            (3,321)                    (92) %

Operating Costs and Expenses               966             1,292            (326)                    (25) %           1,647             5,197            (3,551)                    (68) %
Selling and administrative                 219               144              75                      52  %             672               841              (169)                    (20) %
Depreciation and amortization              343               348              (6)                     (2) %           1,018             1,081               (63)                     (6) %
Goodwill impairment                          -                 -               -                       -  %               -             1,319            (1,319)                   (100) %
                                         1,528             1,785            (257)                    (14) %           3,337             8,439            (5,102)                    (60) %
Operating Income (Loss)             $   (1,257)         $ (1,770)         $  514                     (29) %       $  (3,046)         $ (4,827)         $  1,781                     (37) %


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EA
                                      Three Months Ended
                                          August 31,                                      % increase            Nine Months Ended August 31,                             % increase
(in millions)                        2021                2020           Change            (decrease)               2021              2020             Change             (decrease)

Income

  Passenger ticket            $      164               $   (4)         $  168                   (3763) %       $     186          $  1,393          $ (1,207)                    (87) %
  Onboard and other                   69                    -              69                     100  %              88               393              (305)                    (78) %
                                     232                   (4)            237                   (5294) %             274             1,785            (1,512)                    (85) %

Operating Costs and Expenses         610                  225             385                     171  %           1,106             2,314            (1,208)                    (52) %
Selling and administrative           139                   71              68                      95  %             378               404               (26)                     (6) %
Depreciation and amortization        180                  165              15                       9  %             550               499                51                      10  %
Goodwill impairment                    -                    -               -                       -  %               -               777              (777)                   (100) %
                                     929                  461             468                     102  %           2,034             3,994            (1,960)                    (49) %
Operating Income (Loss)       $     (696)              $ (465)         $ (231)                     50  %       $  (1,760)         $ (2,208)         $    448                     (20) %



We paused our guest cruise operations in mid-March 2020. As of August 31, 2021,
eight of our nine brands have resumed guest cruise operations as part of our
gradual return to service. The gradual resumption of guest cruise operations is
continuing to have a material impact on all aspects of our business, including
our liquidity, financial position and results of operations. The full extent of
the impact will be determined by our gradual return to service and the length of
time COVID-19 influences travel decisions.

As of August 31, 2021, 35% of our capacity was operating with guests on board.
As a result of the gradual resumption of our guest cruise operations, revenues
for the three months ended August 31, 2021 have increased compared to the three
months ended August 31, 2020, which was a period of full pause in guest cruise
operations. Revenues for the nine months ended August 31, 2021 have decreased
compared to the nine months ended August 31, 2020 as a result of the pause in
guest operations beginning in the second quarter of 2020. Occupancy in the third
quarter of 2021 was 54%, which is considerably lower than our historical levels.
We continue to expect a net loss on both a U.S. GAAP and adjusted basis for the
fourth quarter of 2021 and the full year ending November 30, 2021.

As we continue our return to service, we expect to continue incurring
incremental restart related spend including the cost of returning ships to guest
cruise operations, returning crew members to our ships and maintaining enhanced
health and safety protocols. During 2020, while maintaining compliance,
environmental protection and safety, we significantly reduced ship operating
expenses, including cruise payroll and related expenses, 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.

There were no goodwill impairment charges for the three and nine months ended
August 31, 2021 and for the three months ended August 31, 2020. For the nine
months ended August 31, 2020, we recognized goodwill impairment charges of $2.1
billion.

We recognized ship impairment charges of $0.5 billion and $0.8 billion for the
three months ended August 31, 2021 and 2020, respectively and $0.5 billion and
$1.7 billion for the nine months ended August 31, 2021 and 2020, respectively.

Non-operating income (expenses)

Interest expense, net of capitalized interest, increased by $107 million to $418
million for the three months ended August 31, 2021 from $310 million for the
three months ended August 31, 2020. Interest expense, net of capitalized
interest, increased by $0.7 billion to $1.3 billion for the nine months ended
August 31, 2021 from $0.5 billion for the nine months ended August 31, 2020.
These increases were caused by additional debt borrowings with higher interest
rates since the pause in guest cruise operations.

Loss on debt extinguishment increased by $156 million to $376 million for the
three months ended August 31, 2021 from $220 million for the three months ended
August 31, 2020. Loss on debt extinguishment increased by $153 million to $372
million for the nine months ended August 31, 2021 from $220 million for the nine
months ended August 31, 2020. These increases were caused by the repurchase of
$2.0 billion of the aggregate principal of the 2023 Senior Secured Notes.

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Key Performance Non-GAAP Financial Indicators

The table below reconciles adjusted net income (loss) and adjusted EBITDA to net income (net loss) and adjusted net income per share to net income per share for the periods presented:

                                                        Three Months Ended                    Nine Months Ended
                                                            August 31,                            August 31,
(in millions, except per share data)                  2021               2020               2021              2020

Net income (loss)

   U.S. GAAP net income (loss)                    $   (2,836)         $ 

(2,858) $ (6,881) $ (8,014)

   (Gains) losses on ship sales and impairments          472               937                510             3,819
(Gains) losses on debt extinguishment, net               376               220                372               220
   Restructuring expenses                                  2                 3                  5                42
   Other                                                   -                 -                 17                 3
   Adjusted net income (loss)                     $   (1,986)         $ (1,699)         $  (5,976)         $ (3,930)
   Interest expense, net of capitalized interest         418               310              1,253               547
   Interest income                                        (3)               (3)               (10)              (15)
   Income tax expense, net                               (23)               (2)               (17)               (2)
   Depreciation and amortization                         562               551              1,681             1,698
   Adjusted EBITDA                                $   (1,033)         $   (844)         $  (3,069)         $ (1,702)
Weighted-average shares outstanding                    1,133               775              1,120               727

Earnings per share

   U.S. GAAP diluted earnings per share           $    (2.50)         $  

(3.69) $ (6.14) $ (11.03)

   (Gains) losses on ship sales and impairments         0.42              1.21               0.46              5.26
(Gains) losses on debt extinguishment, net              0.33              0.28               0.33              0.30
   Restructuring expenses                                  -                 -                  -              0.06
   Other                                                   -                 -               0.02                 -
   Adjusted earnings per share                    $    (1.75)         $  

(2.19) $ (5.34) $ (5.41)

Explanations of Non-GAAP Financial Measures

We use adjusted net income (loss) 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, gains and
losses on debt extinguishments, 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 (loss) 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 (loss) adjusted for (i) interest, (ii) taxes and (iii) depreciation and
amortization. There are material limitations to using Adjusted EBITDA. Adjusted
EBITDA does not take into account certain significant items that directly affect
our net income (loss). These limitations are best addressed by considering the
economic effects of the excluded items independently, and by considering
Adjusted EBITDA in conjunction with net income (loss) as calculated in
accordance with U.S. GAAP.

The presentation of our non-GAAP financial information is not intended to be
considered in isolation from, as a substitute for, or superior to the financial
information prepared in accordance with U.S. GAAP. It is possible that our
non-GAAP financial
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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.

Liquidity, financial position and capital resources

As of August 31, 2021, we had $7.8 billion of liquidity including cash and
short-term investments. We have taken significant actions to preserve cash and
obtain additional financing to increase our liquidity. In addition, we expect to
continue to pursue additional refinancing opportunities to reduce interest
expense and extend maturities. Since December 2020, we have completed the
following:

Liquidity Actions:
•In December 2020, we borrowed $1.5 billion under export credit facilities due
in semi-annual installments through 2033.
•In February 2021, we issued an aggregate principal amount of $3.5 billion
senior unsecured notes that mature on March 1, 2027. The 2027 Senior Unsecured
Notes bear interest at a rate of 5.8% per year.
•In February 2021, we completed a public offering of 40.5 million shares of
Carnival Corporation's common stock at a price per share of $25.10, resulting in
net proceeds of $996 million.
•In June 2021, we entered into an amendment to reprice our $2.8 billion 2025
Secured Term Loan (the "2025 Secured Term Loan"). The amended U.S. dollar
tranche bears interest at a rate per annum equal to LIBOR (with a 0.75% floor)
plus 3%. The amended euro tranche bears interest at a rate per annum equal to
EURIBOR (with a 0% floor) plus 3.75%.
•In July 2021, we issued $2.4 billion aggregate principal amount of 4%
first-priority senior secured notes due in 2028 (the "2028 Senior Secured
Notes"). We used the net proceeds from the issuance to purchase $2.0 billion
aggregate principal amount of the 2023 Senior Secured Notes. The 2028 Senior
Secured Notes mature on August 1, 2028.
•In July 2021, we borrowed $544 million under an export credit facility due in
semi-annual installments through 2033.
•We amended substantially all of our drawn export credit facilities to defer
approximately $1.0 billion of principal payments that would otherwise have been
due over a one year period commencing April 1, 2021 until March 31, 2022, with
repayments to be made over the following five years. Of these amendments, the
deferral of an aggregate principal amount of $0.7 billion became effective as of
August 31, 2021, and an aggregate principal amount of $0.3 billion became
effective after August 31, 2021.

Covenant Updates:
•As of September 14, 2021, we have entered into amendments aligning the
financial covenants of substantially all our drawn export credit facilities,
with the exception of $0.4 billion, with our other facilities. Refer to Note 3 -
"Debt" of the consolidated financial statements for additional details.

Some of our debt instruments contain provisions that may limit our ability to incur or secure additional debt.

As we continue our return to service, we expect to continue incurring
incremental restart related spend including the cost of returning ships to guest
cruise operations, returning crew members to our ships and maintaining enhanced
health and safety protocols. We expect our monthly average cash burn rate for
the fourth quarter to be higher than the prior quarters of 2021, due to the
timing of incremental restart expenditures. Our monthly average cash burn rate
includes revenues earned on voyages, ongoing ship operating and administrative
expenses, restart spend, working capital changes (excluding changes in customer
deposits), interest expense and capital expenditures (net of export credit
facilities), and excludes scheduled debt maturities as well as other cash
collateral to be provided.

We had a working capital deficit of $0.6 billion as of August 31, 2021 compared
to working capital of $1.9 billion as of November 30, 2020. The decrease in
working capital was driven by a decrease in cash and short-term investments.
Historically, during our normal operations, 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 are $2.7 billion and $1.9 billion of customer
deposits as of August 31, 2021 and November 30, 2020, respectively. We have paid
and expect to continue to pay cash refunds of customer deposits with respect to
a portion of cancelled cruises. The amount of cash refunds to be paid may depend
on the level of guest acceptance of FCCs and future cruise cancellations. We
record a liability for FCCs only to the extent we have received cash from guests
with bookings on cancelled sailings. 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. In addition, we
have a relatively low-
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level of accounts receivable and limited investment in inventories. We expect
that we will have working capital deficits in the future once we return to
normal guest cruise operations.

Refer to Note 1 – “General, liquidity and management plans” to the consolidated financial statements for a further discussion regarding our liquidity.

Sources and Uses of Cash
Operating Activities
Our business used $3.7 billion of net cash flows in operating activities during
the nine months ended August 31, 2021, a decrease of $0.9 billion, compared to
$4.6 billion of net cash used for the same period in 2020.

Investing Activities
During the nine months ended August 31, 2021, net cash used in investing
activities was $3.5 billion. This was driven by the following:
•Capital expenditures of $2.8 billion for our ongoing new shipbuilding program
•Capital expenditures of $332 million for ship improvements and replacements,
information technology and buildings and improvements
•Proceeds from sale of ships and other of $351 million
•Purchases of short-term investments of $2.7 billion
•Proceeds from maturity of short-term investments of $2.0 billion

During the nine months ended August 31, 2020, net cash used in investing
activities was $1.5 billion. This was driven by the following:
•Capital expenditures of $1.0 billion for our ongoing new shipbuilding program
•Capital expenditures of $855 million for ship improvements and replacements,
information technology and buildings and improvements
•Proceeds from sale of ships of $271 million
•Proceeds of $220 million from the settlement of outstanding derivatives
Financing Activities
During the nine months ended August 31, 2021, net cash provided by financing
activities of $4.9 billion was caused by the following:
•Issuances of $7.9 billion of long-term debt, including net proceeds of
$3.4 billion from the issuance of the 2027 Senior Unsecured Notes, net proceeds
of $2.4 billion from the issuance of the 2028 Senior Secured Notes, and net
proceeds of $2.1 billion borrowed under export credit facilities to fund ship
deliveries
•Repayments of $3.5 billion of long-term debt, including $2.0 billion repurchase
of the 2023 Senior Secured Notes
•Premium payments of $286 million related to the repurchase of the 2023 Senior
Secured Notes
•Net proceeds of $1.0 billion from Carnival Corporation common stock
•Purchases of $94 million of Carnival plc ordinary shares and issuances of $105
million of Carnival Corporation common stock under our Stock Swap Program
•Payments of $233 million related to debt issuance costs

During the nine months ended August 31, 2020, net cash provided by financing
activities of $13.7 billion was caused by the following:
•Net proceeds from short-term borrowings of $3.1 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 $896 million of long-term debt, including the $222 million that
was cash settled to repurchase a portion of the Convertible Notes
•Issuances of $11.5 billion of long-term debt, including net proceeds of $3.9
billion from the issuance of the 2023 Senior Secured Notes, net proceeds of $2.6
billion from the issuance of the 2025 Secured Term Loan, net proceeds of $2.0
billion from the issuance of Convertible Notes, net proceeds of $1.2 billion
from the issuance of the 2026 Senior Secured Notes and net proceeds of $0.9
billion from the issuance of the 2027 Senior Secured 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
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•Net proceeds of $222 million from a registered direct offering of Carnival
Corporation common stock used to repurchase a portion of the Convertible Notes

Funding sources

From August 31, 2021, we have had $ 7.8 billion liquidity, including cash and short-term investments. In addition, we had $ 5.8 billion export credit facilities to finance ship deliveries scheduled until 2024.

(in billions)                                                2021      2022       2023       2024
Future export credit facilities at August 31, 2021 (a)      $  -      $ 3.3 

$ 1.9 0.6 $



(a)Under the terms of these export credit facilities, we are required to comply
with the Interest Coverage Covenant and the Debt to Capital Covenant, among
others. We entered into supplemental agreements to waive compliance with the
Interest Coverage Covenant and the Debt to Capital Covenant for our unfunded
export credit facilities through August 31, 2022 or November 30, 2022, as
applicable. We will be required to comply with such covenants beginning with the
next testing date of November 30, 2022 or February 28, 2023, as applicable.

Many of our debt agreements contain various other 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
August 31, 2021, we were in compliance with the applicable covenants under our
debt agreements.

Off-balance sheet provisions

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.

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