REG-Carnival PLC: Update on Carnival Corporation Announcements

CarnivalAnnouncement

31/03/2020 12:55

March 31, 2020

CARNIVAL CORPORATION & PLC ANNOUNCES PUBLIC OFFERING OF COMMON STOCK, PRIVATE
OFFERING OF SENIOR SECURED NOTES,  SENIOR CONVERTIBLE NOTES, SUSPENSION OF
DIVIDEND AND OTHER ANNOUNCEMENTS

Carnival Corporation & plc is hereby announcing that today it has commenced an
underwritten public offering of shares of common stock of Carnival
Corporation, suspending the payment of dividends on the common stock of
Carnival Corporation and the ordinary shares of Carnival plc as well as
updates to debt facilities, on Form 8-K with the U.S. Securities and Exchange
Commission (“SEC”).

• Schedule A contains announcement of Equity and Notes Offerings, dividend
payment suspension and updates to debt facilities

• Schedule B contains disclosure provided to potential investors

• Schedule C contains press release of Carnival Corporation and Carnival plc
dated March 31, 2020 (relating to Equity Offering)

• Schedule D contains press release of Carnival Corporation and Carnival plc
dated March 31, 2020 (relating to offering of the Notes)

The Directors consider that within the Carnival Corporation and Carnival plc
dual listed company arrangement, the most appropriate presentation of Carnival
plc's results and financial position is by reference to the Carnival
Corporation & plc U.S. GAAP consolidated financial statements.

MEDIA
CONTACT                                                                            
   INVESTOR RELATIONS CONTACT

Roger
Frizzell                                                                                          
Beth Roberts

001 305 406
7862                                                                                 
   001 305 406 4832

The Form 8-K 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.

Carnival Corporation & plc is the world’s largest leisure travel company
with operations in North America, Australia, Europe and Asia. With a deep
commitment to operating safely, protecting the environment and meeting or
exceeding all environmental and regulatory compliance requirements, its
portfolio features nine of the world’s leading cruise lines – Carnival
Cruise Line, Princess Cruises, Holland America Line, P&O
Cruises (Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O

Cruises (UK) and Cunard.

Together, the corporation’s cruise lines operate 105 ships with 254,000
lower berths visiting over 700 ports around the world, with 16 new ships
scheduled to be delivered through 2025. Carnival Corporation & plc also
operates Holland America Princess Alaska Tours, the leading tour company in
Alaska and the Canadian Yukon. Traded on both the New York and London Stock
Exchanges, Carnival Corporation & plc is the only group in the world to be
included in both the S&P 500 and the FTSE 100 indices.

With a long history of innovation and providing guests with extraordinary
vacation experiences, Carnival Corporation has received nearly 600 awards and
honors in 2019 – including distinctions by Forbes as one of America’s Best
Large Employers and Best Employers for Diversity, along with recognition by
Newsweek as one of America’s Most Responsible Companies, and a perfect score
on the Human Rights Campaign Foundation’s Corporate Equality Index and
designation as a Best Place to Work for LGBTQ Equality.

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

Equity and Notes Offerings

On March 31, 2020 , the Company issued a press release announcing that the
Company has commenced an underwritten public offering of shares of common
stock, par value $0.01 per share, of Carnival Corporation (the “Equity
Offering”). BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan, are
acting as joint book-running managers for the Equity Offering. A copy of the
press release is attached hereto as Exhibit 99.2 and is incorporated by
reference herein.

On March 31, 2020 , the Company issued a press release announcing that the
Company has commenced private offerings of $3 billion first-priority senior
secured notes due 2023 of Carnival Corporation (the “Secured Notes”) and
$1.75 billion senior convertible notes due 2023 of Carnival Corporation (the
“Convertible Notes” and, together with the Secured Notes, the
“Notes”). A copy of the press release is attached hereto as Exhibit 99.3
and is incorporated by reference herein.

The Company expects to use the net proceeds from the offering of the Notes and
the Equity Offering for general corporate purposes and to pay fees and
expenses relating thereto. None of the offering of Secured Notes, the offering
of the Convertible Notes or the Equity Offering is conditioned upon the
completion of any of the other offerings.

The Notes are being offered only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the Securities
Act, as amended (the “Securities Act”), and outside the United States,
only to non-U.S. investors pursuant to Regulation S. The Notes will not be
registered under the Securities Act or any state securities laws and may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state laws.

This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy shares of common stock, the Notes or any other
securities, and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such an offer, solicitation or sale would be unlawful.

Other Announcements

The Company is further announcing today that because of the Company’s
liquidity management and the dividend restrictions in the indenture governing
the Secured Notes, the Company is suspending the payment of dividends on the
common stock of Carnival Corporation and the ordinary shares of Carnival plc.

Additionally, the Company is announcing that two debt facilities with
approximately $400 million of outstanding indebtedness, including Carnival
plc’s 7.875% Notes due June 1, 2027, will be secured on an equal and ratable
first-priority basis by the collateral granted to the holders of the Secured
Notes.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are
referred to collectively in this this Current Report on Form 8-K, including
Exhibits 99.1, 99.2 and 99.3 (collectively, this “document”), as
“Carnival Corporation & plc,” “our,” “us” and “we.” 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 the
financing transactions described herein, future results, operations, outlooks,
plans, goals, growth, 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               Net cruise costs, excluding fuel per available lower berth day  
 Booking levels                   Estimates of ship depreciable lives and residual values         
 Pricing and occupancy            Goodwill, ship and trademark fair values                        
 Interest, tax and fuel expenses  Liquidity                                                       
 Currency exchange rates          Adjusted earnings per share                                     

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 will continue to have, a materially adverse impact
on our financial condition and operations, which impacts our ability to obtain
acceptable financing to fund any resulting shortfalls 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), will continue to impact our results, operations,
outlooks, plans, goals, growth, reputation, cash flows, liquidity, and stock
price

• 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.

SCHEDULE B

Recent Developments

COVID-19

The spread of novel coronavirus (COVID-19) and the recent developments
surrounding the global pandemic are having material negative impacts on all
aspects of our business. In particular:

• Numerous passengers and crew on Diamond Princess were diagnosed with
COVID-19 and the ship was quarantined at a port in Japan. As of the time of
disembarkation, a substantial portion of the passengers and crew were
diagnosed with COVID-19 and subsequently several passengers died due to the
disease.  Additionally, numerous passengers and crew on Grand Princess were
diagnosed with COVID-19, some of whom subsequently died due to the disease.

• Numerous passengers and crew on other ships, including Zaandam, Costa
Luminosa, Ruby Princess, Costa Magica and Costa Favolosa, have been diagnosed
with COVID-19. Numerous passengers and crew on Zandaam are currently
experiencing flu-like symptoms, and some have died. Costa Magica and Costa
Favolosa are currently working with the U.S. Coast Guard to facilitate medical
evacuations, and both vessels are anchored near the port of Miami.

• On March 13, 2020, we announced voluntary pauses of our fleet cruise
operations by our continental European and North American brands.
Subsequently, we implemented a voluntary pause of our global fleet cruise
operations across all brands. Each brand has separately announced the duration
of its pause, but we expect such pauses to be extended (and some extensions
have already been announced) and any such extensions may be prolonged. The
pauses will be dependent in part on various travel restrictions and travel
bans issued by various countries around the world.

• As of the date hereof:

? Substantially all our ships have disembarked their passengers. There are
approximately 6,000 passengers onboard ships still at sea that are expected to
disembark their passengers by the end of April. Some of our crew is unable to
return home, and we will be providing them with food and housing.

? We have updated our cancellation policies, the terms of which vary widely by
brand and sailing date, to permit cruisers to cancel certain upcoming cruises
and elect to receive refunds in cash or future cruise credits. As an incentive
to accept the future cruise credits, our brands have offerings which vary
widely in terms but generally increase the value of the future cruise credits
or onboard credits (credits that can be used as onboard spending money on a
future sailing).  The volume and pace of cash refunds could have a material
adverse effect on our liquidity and capital resources.

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 the ongoing effects of COVID-19 on our operations and global bookings
have had, and will continue to have, a material negative impact on our
financial results and liquidity, and such negative impact may continue well
beyond the containment of such outbreak. In particular:

• For the seven week period beginning January 26, 2020 and ending March 15,
2020, booking volumes for the remainder of 2020 were significantly behind the
prior year on a comparable basis as a result of the effects of COVID-19. As of
March 15, 2020, cumulative advanced bookings for the remainder of 2020 were
meaningfully lower than the prior year and at prices that are considerably
lower than the prior year on a comparable basis. As noted above, all of our
global fleet operations are subject to voluntary pauses that we expect to be
extended. Due to the unknown length of the pauses, booking volume data for
2020 may not be informative. In addition, because of our updated cancellation
policies, booking volumes may not be representative of actual cruise revenues.

• For the first half of 2021, booking volumes since mid-December 2019
through March 1, 2020, were running slightly higher than the prior year. In
contrast, for the first half of 2021 and during the two weeks ended March 15,
2020, we booked 546,000 Occupied Lower Berth Days, which was considerably
behind the prior year pace. As of March 15, 2020, cumulative advanced bookings
for the first half of 2021 were slightly lower than the prior year.

As of February 29, 2020, we had a total of 16 cruise ships scheduled to be
delivered through 2025, including four during the remainder of fiscal 2020. We
believe the effects of COVID-19 on the shipyards where our ships are under
construction will result in delays in ship deliveries, which we cannot predict
and may be prolonged.

In March 2020, Moody’s and S&P Global downgraded our long-term issuer and
senior unsecured debt ratings. In addition, our long-term ratings were placed
on review for further downgrade by both rating agencies. Our short-term
commercial paper credit ratings were also placed on review for downgrade.

On March 13, 2020, we fully drew down our $3.0 billion multi-currency
unsecured revolving credit agreement (“Existing Multicurrency
Facility”).  On March 24, 2020, we settled derivatives in a net gain
position of approximately $200 million.  Consequently, as of the date hereof,
our principal source of immediate liquidity includes our available cash and
cash equivalents.  Given the impact of COVID-19 on bookings, which are
meaningfully reduced from the prior year comparative pace, and the pause of
our global fleet cruise operations, which we expect to be extended, we are
conducting the offering  of the Notes and the Equity Offering to raise an
additional $6.0 billion in aggregate gross proceeds (a portion of which will
be subject to escrow arrangements).

In addition, we had $2.8 billion from four committed export credit facilities
that are available to fund the originally planned ship deliveries for the
remainder of 2020 and $5.9 billion from committed export credit facilities
that are available to fund ship deliveries originally planned in 2021 and
beyond.

To enhance our liquidity, as well as comply with the dividend restrictions
contained in the Secured Notes, 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.

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 cruising operations, and as a consequence, our
ability to be predictive is uncertain.  However, based on our assumptions and
estimates with respect to the pause in our global fleet cruise operations and
our financial condition, we believe that the liquidity described in the
preceding paragraphs will be sufficient to fund our liquidity requirements
over the next eight months until fiscal year end November 30, 2020.  We
estimate our liquidity requirements, which include our ongoing ship and
administrative operating costs, cash refunds of customer deposits, debt
maturities and interest, expected capital improvements, and new ship growth
capital not addressed by committed export credit facilities, to be
approximately, on average, $1.0 billion per month. In particular:

• Ongoing ship and administrative operating costs - During the pause in our
global fleet cruise operations, certain of our ships will be in warm ship
layup where the ship will be manned by a full crew and certain of our ships
will be in a prolonged ship layup where the ship will be manned by a limited
crew.  We estimate the cost per warm ship layup is approximately $2-$3
million per month and the cost per prolonged ship layup is approximately $1
million per month. We will decide whether each vessel in our global fleet will
be in a warm ship layup or a prolonged ship layup depending on the
circumstances, including the length of pause, which we expect to be extended
and may be prolonged. We currently estimate the substantial majority of our
fleet will be in prolonged ship layup.  In addition, we expect to incur
ongoing selling and administrative expenses, and incremental COVID-related
costs associated with sanitizing our ships and defending lawsuits, although we
anticipate substantially reducing our advertising spend during the pause in
operations. After transitioning to a prolonged pause, we anticipate estimated
ongoing ship and administrative operating costs to range from $200-$300
million per month.

• Cash refunds of customer deposits - During the pause in our global fleet
cruise operations, we expect to be required to pay cash refunds of customer
deposits with respect to a portion of our cancelled cruises.  The current
portion of our customer deposits was $4.7 billion as of February 29, 2020. 
Depending on the length of the pause and level of guest acceptance of future
cruise credits, we may be required to provide cash refunds for a substantial
portion of the balance. For the two weeks ended March 15, 2020, and on a
weighted average basis based on available lower berth days (“ALBD”),
approximately 45% of the guests who have contacted us have accepted future
cruise credits in lieu of cash refunds for cancelled voyages. We continue to
take future bookings for 2020 and 2021, receiving customer deposits on those
bookings.

• Debt maturities and interest - As of February 29, 2020, the current
portion of our long-term debt was $2.2 billion. The current portion of our
long-term debt as of February 29, 2020 that was maturing on or prior to
November 30, 2020 was $1.5 billion. In addition, on March 13, 2020 we fully
drew down our $3.0 billion Existing Multicurrency Facility, which amounts are
currently due in September 2020 and which we currently expect to repay and
redraw, in whole or in part.  Our approximately $200 million per year
interest expense for the year ended November 30, 2019 will be increased by the
additional interest accrued under the $3.0 billion of Secured Notes and $1.5
billion of Convertible Notes.

In addition to pursuing additional financing, including, but not limited to,
the offering of the Notes and the Equity Offering to raise $6.0 billion in
aggregate gross proceeds (a portion of which will be subject to escrow
arrangements), we are taking additional actions to improve our liquidity,
including capital expenditure and operating expense reductions. In particular,
we have identified approximately $1 billion of reduction opportunities from
our previously disclosed estimated fiscal 2020 capital expenditures (which
reduction does not take into account the impact on timing of payments in
connection with new ship build as a result of the delays in ship deliveries
discussed above).  We have also identified various projects and initiatives
within our selling and administrative expenses for reduction or elimination,
which we expect will result in reduced cash outflows and cost savings. While
we cannot guarantee an outcome, we also intend to pursue deferrals of existing
debt maturities, including through available government programs.

We have never previously experienced a complete cessation of our cruising
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
addition, the magnitude, duration and speed of the global pandemic is
uncertain. As a consequence, we cannot estimate the impact on our business,
financial condition or near- or longer-term financial or operational results
with certainty, but we expect a net loss on both a U.S. GAAP and adjusted
basis for the fiscal year ending November 30, 2020.

Preliminary 2020 First Quarter Financial Results

Set forth below are certain preliminary estimates of our results of operations
for the period from December 1, 2019 through February 29, 2020 (the “2020
First Quarter”) as compared to our historical results of operations for the
period from December 1, 2018 through February 28, 2019 (the “2019 First
Quarter”).  The following information is based on our internal management
accounts and reporting as of and for the 2020 First Quarter period, as
compared to our reviewed results for, or financial metrics derived from, our
2019 First Quarter. We have not yet completed our financial statement review
procedures for the 2020 First Quarter and the foregoing preliminary financial
and other data for the 2020 First Quarter has been prepared by, and is the
responsibility of, management based on currently available information. The
preliminary results of operations are subject to revision as we prepare our
financial statements and disclosure for the 2020 First Quarter, and such
revisions may be significant. In connection with our quarterly closing and
review process for the fiscal quarter with our independent auditors, we may
identify items that would require us to make adjustments to the preliminary
results of operations set forth above. As a result, the final results and
other disclosures for the 2020 First Quarter may differ materially from this
preliminary data. This preliminary financial data should not be viewed as a
substitute for all financial statements prepared in accordance with U.S. GAAP.
Our consolidated financial statements for the 2020 First Quarter will not be
available until after the offering of the Notes is consummated.
PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or applied
agreed-upon procedures with respect to the preliminary financial data for the
2020 First Quarter.  Accordingly, PricewaterhouseCoopers LLP does not express
an opinion or any other form of assurance with respect thereto.

• U.S. GAAP net loss of $(781) million, or $(1.14) diluted EPS, for the 2020
First Quarter, compared to U.S. GAAP net income for the 2019 First Quarter of
$336 million, or $0.48 diluted EPS. Net loss for the 2020 First Quarter
includes $932 million of goodwill and ship impairment charges, reduced by net
gains on ship sales.

• Adjusted net income of $150 million, or $0.22 adjusted EPS, for the 2020
First Quarter compared to adjusted net income of $338 million, or $0.49
adjusted EPS, for the 2019 First Quarter. Adjusted net income excludes the net
charges of $932 million described above for the 2020 First Quarter and net
charges of $2 million for the 2019 First Quarter.

• Adjusted EBITDA of $781 million for the 2020 First Quarter compared to
Adjusted EBITDA of $903 million for the 2019 First Quarter.

• The impact of COVID-19 on the 2020 First Quarter net loss is approximately
$0.23 per share, which includes cancelled voyages and other voyage
disruptions, and excludes the net charges described above. Other voyage
disruptions also impacted 2020 First Quarter results by approximately $0.12
per share.

• Total revenues for the 2020 First Quarter were $4.8 billion, compared to
$4.7 billion for the 2019 First Quarter.

• Cash flows from operations for the 2020 First Quarter were $916 million,
compared to $1.1 billion for the 2019 First Quarter.

• Fuel consumption for the 2020 First Quarter was 831 thousand metric tons,
compared to 830 thousand metric tons for the 2019 First Quarter.

• Customer deposits included in current liabilities as of February 29, 2020
were $4.7 billion.

• Current portion of long-term debt as of February 29, 2020 was $2.2
billion.

Adjusted net income, adjusted EPS and Adjusted EBITDA are non-GAAP financial
measures.

Adjusted net income is a non-GAAP measure, and we believe that the
presentation of adjusted net income is appropriate to provide additional
information to holders because gains and losses on ship sales, impairment
charges, restructuring costs and other gains and expenses 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, accordingly, we present adjusted net
income excluding these items.

Adjusted EBITDA is a non-GAAP measure, and we believe that the presentation of
Adjusted EBITDA is appropriate to provide 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 is appropriate to
provide 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 table below reconciles Adjusted net income and Adjusted EBITDA to net
(loss) income for the periods presented.

                                                         Years Ended November 30,     Three Months Ended February 28, 2019  Three Months Ended February 28, 2020  Twelve Months Ended February 29, 2020  
 (in millions)                                          2017       2018       2019    
 Net Income                                               2,606      3,152      2,990                                   336                                 (781)                                  1,873 
 Unrealized (gains) losses on fuel derivatives, net       (227)       (94)          0                                     0                                     0                                      0 
 (Gains) losses on ship sales and impairments               387       (38)        (6)                                     2                                   928                                    920 
 Restructuring expenses                                       3          1         10                                     0                                     0                                     10 
 Other                                                        0          8         47                                     0                                     3                                     50 
 Adjusted net income                                     $2,770     $3,029     $3,041                                  $338                                  $150                                 $2,853 
 Interest expense, net of capitalized interest              198        194        206                                    51                                    55                                    210 
 Interest income                                            (9)       (14)       (23)                                   (4)                                   (5)                                   (24) 
 Interest tax benefit (expense)                              60         54         71                                     2                                    11                                     80 
 Depreciation and amortization                            1,846      2,017      2,160                                   516                                   570                                  2,214 
 Other                                                    (302)          0          0                                     0                                     0                                      0 
 Adjusted EBITDA                                         $4,563     $5,280     $5,455                                  $903                                  $781                                 $5,333 

As of February 29, 2020, $3.0 billion of immediate liquidity, which consisted
of available cash and cash equivalents and available borrowings under our
Existing Multicurrency Facility.  In addition, we had $2.8 billion from four
committed export credit facilities that are available to fund the originally
planned ship deliveries for the remainder of this year and $5.9 billion from
committed export credit facilities that are available to fund ship deliveries
originally planned in 2021 and beyond. On March 13, 2020, we fully drew down
our $3.0 billion Existing Multicurrency Facility, which amounts are currently
due in September 2020. We borrowed under the Existing Multicurrency Facility
in order to increase our cash position and preserve financial flexibility in
light of the impact of the COVID-19 outbreak on our results of operations and
liquidity.

SCHEDULE C

Carnival Corporation & plc Announces Offering of Common Stock

MIAMI, March 31, 2020  /PRNewswire/ -- Carnival Corporation &
plc (NYSE/LSE: CCL; NYSE: CUK), the world’s largest leisure travel company,
today announced that Carnival Corporation (the “Corporation”) has
commenced an underwritten public offering of $1.25 billion of shares of common
stock of the Corporation. The Corporation intends to grant the underwriters an
option to purchase up to $187.5 million of additional shares. The Corporation
expects to use the net proceeds from the offering for general corporate
purposes.

The Corporation also announced by separate press release that it has commenced
private offerings to eligible purchasers of $3 billion aggregate principal
amount of first-priority senior secured notes due 2023 and $1.75 billion
aggregate principal amount of senior convertible notes due 2023 (or up to
$2.0125 billion aggregate principal amount if the initial purchasers exercise
in full their option to purchase additional convertible notes). Nothing
contained herein shall constitute an offer to sell or the solicitation of an
offer to buy the senior secured notes or the convertible notes. None of the
closings of the offerings of shares of common stock, senior secured notes or
convertible notes is conditioned upon the closing of any of the other
offerings or vice versa.

BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint
book-running managers for the offering. A shelf registration statement
relating to these securities has been filed with the U.S. Securities and
Exchange Commission (“SEC”) and has become effective. The offering may be
made only by means of a prospectus supplement and an accompanying base
prospectus. A preliminary prospectus supplement and accompanying base
prospectus relating to the offering will be filed with the SEC and will be
available on the SEC’s website at www.sec.gov. Copies of the preliminary
prospectus supplement and accompanying base prospectus relating to the
offering may be obtained from (1) BofA Securities, Inc., Attn: Prospectus
Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 
28255-0001, email: dg.prospectus_requests@bofa.com, (2) Goldman Sachs & Co.
LLC, Prospectus Department, 200 West Street, New York, New York 10282,
telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing
prospectus-ny@ny.email.gs.com and (3) J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717, or via telephone: 1-866-803-9204.

This press release does not constitute an offer to sell or a solicitation of
an offer to buy shares of common stock and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to the registration and qualification under
the securities laws of such state or jurisdiction.

About Carnival Corporation & plc

Carnival Corporation & plc is the world's largest leisure travel company
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, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O
Cruises (UK) and Cunard.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are
referred to collectively in this press release as “Carnival Corporation &
plc,” “our,” “us” and “we.” 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 the financing transactions described
herein, future results, outlooks, plans, goals 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               Net cruise costs, excluding fuel per available lower berth day  
 Booking levels                   Estimates of ship depreciable lives and residual values         
 Pricing and occupancy            Goodwill, ship and trademark fair values                        
 Interest, tax and fuel expenses  Liquidity                                                       
 Currency exchange rates          Adjusted earnings per share                                     

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. 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, global
financial markets and general economic conditions as well as the following:

• COVID-19 has had, and will continue to have, a materially adverse impact
on our financial condition and operations, which impacts our ability to obtain
acceptable financing to fund any resulting shortfalls 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), will continue to impact our results, operations,
outlooks, plans, goals, growth, reputation, cash flows, liquidity, and stock
price

• 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.

SOURCE Carnival Corporation & plc

Roger Frizzell, Carnival Corporation, rfrizzell@carnival.com, (305) 406-7862;
Mike Flanagan, LDWW, mike@ldwwgroup.com, (727) 452-4538

SCHEDULE D

Carnival Corporation & plc Announces Offerings of Senior Secured Notes due
2023 and Senior Convertible Notes due 2023

MIAMI, March 31, 2020 /PRNewswire/ -- Carnival Corporation &
plc (NYSE/LSE: CCL; NYSE: CUK) (the “Company”) the world’s largest
leisure travel company, today announced that Carnival Corporation (the
“Corporation”) has commenced private offerings of $3 billion aggregate
principal amount of first-priority senior secured notes due 2023 (the
“Secured Notes”) of the Corporation and $1.75 billion aggregate principal
amount of senior convertible notes due 2023 of the Corporation (the
“Convertible Notes” and, collectively with the Secured Notes, the
“Notes”). The Corporation intends to grant the initial purchasers of the
Convertible Notes an option to purchase, during a 13-day period beginning on,
and including the first day on which the Convertible Notes are issued, up to
an additional $262.5 million aggregate principal amount of Convertible Notes.

Each series of Notes will be fully and unconditionally guaranteed, jointly and
severally, by Carnival plc and certain of the Corporation’s and Carnival
plc’s subsidiaries that own or operate the Company’s vessels and material
intellectual property. Additionally, the Secured Notes and the related
guarantees will be secured by a first-priority lien on the collateral, which
includes, without limitation, pledges on the capital stock of each subsidiary
guarantor, mortgages on a substantial majority of the vessels and related
vessel collateral, material intellectual property and pledges over other
vessel-related assets including inventory, computer software and casino
equipment.

The Convertible Notes will be convertible at the holder’s option in certain
circumstances. Upon conversion, the Corporation will satisfy its conversion
obligation by paying or delivering, at its election, as applicable, cash,
shares of its common stock or a combination of cash and shares of its common
stock.

The Corporation expects to use the net proceeds from the offerings of the
Notes for general corporate purposes.

The Company also announced today by separate press release that the
Corporation has commenced a registered public offering of $1.25 billion of
shares of its common stock (or $1.4375 billion of shares of its common stock
if the underwriters in such offering exercise in full their option to purchase
additional shares of common stock). Nothing contained herein shall constitute
an offer to sell or the solicitation of an offer to buy the common stock. None
of the closings of the offerings of shares of common stock, Secured Notes or
Convertible Notes is conditioned upon the closing of any of the other
offerings or vice versa.

The Secured Notes are being offered only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the Securities
Act, and outside the United States, only to non-U.S. investors pursuant to
Regulation S. The Convertible Notes are being offered only to persons
reasonably believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act.  The Secured Notes, the Convertible Notes and
the shares of common stock issuable upon conversion of the Convertible Notes,
if any, will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of
an offer to buy the Notes or any other securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities Act.

About Carnival Corporation & plc

Carnival Corporation & plc is the world's largest leisure travel company
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, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O
Cruises (UK) and Cunard.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are
referred to collectively in this press release as “Carnival Corporation &
plc,” “our,” “us” and “we.” 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 the financing transactions described
herein, future results, outlooks, plans, goals 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               Net cruise costs, excluding fuel per available lower berth day  
 Booking levels                   Estimates of ship depreciable lives and residual values         
 Pricing and occupancy            Goodwill, ship and trademark fair values                        
 Interest, tax and fuel expenses  Liquidity                                                       
 Currency exchange rates          Adjusted earnings per share                                     

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. 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, global
financial markets and general economic conditions as well as the following:

• COVID-19 has had, and will continue to have, a materially adverse impact
on our financial condition and operations, which impacts our ability to obtain
acceptable financing to fund any resulting shortfalls 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), will continue to impact our results, operations,
outlooks, plans, goals, growth, reputation, cash flows, liquidity, and stock
price

• 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.

SOURCE Carnival Corporation & plc

Roger Frizzell, Carnival Corporation, rfrizzell@carnival.com, (305) 406-7862;
Mike Flanagan, LDWW, mike@ldwwgroup.com, (727) 452-4538

A copy of the joint current report on Form 8-K has been submitted to the
National Storage Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM. A copy of the joint current report on
Form 8-K is also available on the Carnival Corporation & plc website
at wwww.carnivalcorp.com or www.carnivalplc.com.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION



Copyright (c) 2020 PR Newswire Association,LLC. All Rights Reserved