CARNIVAL CORPORATION Cautionary Note Concerning Factors That May Affect Future Results
Some of the statements, estimates or projections contained in this document are
"forward-looking statements" that involve risks, uncertainties and assumptions
with respect to us, including some statements concerning future results,
operations, outlooks, plans, goals, reputation, cash flows, liquidity and other
events which have not yet occurred. These statements are intended to qualify for
the safe harbors from liability provided by Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, 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 financialcondition and results •Estimates of ship depreciable lives and residual of operations values
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 ofAugust 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, byNovember 30, 2021 and 71 ships, or 75% of our capacity, byJune 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
Refer to "Liquidity, Financial Condition 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 Pronouncements
Refer to Note 1 - "General, Accounting Pronouncements" of the consolidated financial statements for additional discussion regarding accounting pronouncements.
Critical Accounting Estimates
For a discussion of our critical accounting estimates, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" that is included in the Form 10-K.
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 withAlaska's cruise season. During 2021, theAlaska cruise season has been and will continue to be adversely impacted by the effects of COVID-19. 25 -------------------------------------------------------------------------------- Table of Contents Statistical Information Three Months Ended Nine Months Ended August 31, August 31, 2021 2020 2021 2020 AvailableLower 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 inmid-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. 26 --------------------------------------------------------------------------------
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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 Income (Loss)
(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) % 27
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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)
Revenues
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 inmid-March 2020 . As ofAugust 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 ofAugust 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 endedAugust 31, 2021 have increased compared to the three months endedAugust 31, 2020 , which was a period of full pause in guest cruise operations. Revenues for the nine months endedAugust 31, 2021 have decreased compared to the nine months endedAugust 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 aU.S. GAAP and adjusted basis for the fourth quarter of 2021 and the full year endingNovember 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 endedAugust 31, 2021 and for the three months endedAugust 31, 2020 . For the nine months endedAugust 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 endedAugust 31, 2021 and 2020, respectively and$0.5 billion and$1.7 billion for the nine months endedAugust 31, 2021 and 2020, respectively.
Nonoperating Income (Expense)
Interest expense, net of capitalized interest, increased by$107 million to$418 million for the three months endedAugust 31, 2021 from$310 million for the three months endedAugust 31, 2020 . Interest expense, net of capitalized interest, increased by$0.7 billion to$1.3 billion for the nine months endedAugust 31, 2021 from$0.5 billion for the nine months endedAugust 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 endedAugust 31, 2021 from$220 million for the three months endedAugust 31, 2020 . Loss on debt extinguishment increased by$153 million to$372 million for the nine months endedAugust 31, 2021 from$220 million for the nine months endedAugust 31, 2020 . These increases were caused by the repurchase of$2.0 billion of the aggregate principal of the 2023 Senior Secured Notes. 28 -------------------------------------------------------------------------------- Table of Contents Key Performance Non-GAAP Financial Indicators
The table below reconciles Adjusted net income (loss) and Adjusted EBITDA to Net income (loss) and Adjusted earnings per share to Earnings per share for the periods presented:
Three Months Ended Nine Months Ended
August 31, August 31,
(in millions, except per share data) 2021 2020 2021 2020
Net income (loss)
U.S. GAAP net income (loss)$ (2,836) $
(2,858)
(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)
(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)
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 withU.S. GAAP net income (loss) andU.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 withU.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 withU.S. GAAP. It is possible that our non-GAAP financial 29 -------------------------------------------------------------------------------- Table of Contents 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 Condition and Capital Resources
As ofAugust 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. SinceDecember 2020 , we have completed the following: Liquidity Actions: •InDecember 2020 , we borrowed$1.5 billion under export credit facilities due in semi-annual installments through 2033. •InFebruary 2021 , we issued an aggregate principal amount of$3.5 billion senior unsecured notes that mature onMarch 1, 2027 . The 2027 Senior Unsecured Notes bear interest at a rate of 5.8% per year. •InFebruary 2021 , we completed a public offering of 40.5 million shares ofCarnival Corporation's common stock at a price per share of$25.10 , resulting in net proceeds of$996 million . •InJune 2021 , we entered into an amendment to reprice our$2.8 billion 2025 Secured Term Loan (the "2025 Secured Term Loan"). The amendedU.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%. •InJuly 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 onAugust 1, 2028 . •InJuly 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 commencingApril 1, 2021 untilMarch 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 ofAugust 31, 2021 , and an aggregate principal amount of$0.3 billion became effective afterAugust 31, 2021 . Covenant Updates: •As ofSeptember 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.
Certain of our debt instruments contain provisions that may limit our ability to incur or guarantee additional indebtedness.
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 ofAugust 31, 2021 compared to working capital of$1.9 billion as ofNovember 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 ofAugust 31, 2021 andNovember 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- 30 -------------------------------------------------------------------------------- Table of Contents 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's Plans" of the consolidated financial statements for additional 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 endedAugust 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 endedAugust 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 endedAugust 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 endedAugust 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 fromCarnival Corporation common stock •Purchases of$94 million of Carnival plc ordinary shares and issuances of$105 million ofCarnival Corporation common stock under our Stock Swap Program •Payments of$233 million related to debt issuance costs During the nine months endedAugust 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 ofCarnival Corporation common stock 31 -------------------------------------------------------------------------------- Table of Contents •Net proceeds of$222 million from a registered direct offering ofCarnival Corporation common stock used to repurchase a portion of the Convertible Notes
Funding Sources
As of
(in billions) 2021 2022 2023 2024 Future export credit facilities at August 31, 2021 (a) $ -$ 3.3
(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 throughAugust 31, 2022 orNovember 30, 2022 , as applicable. We will be required to comply with such covenants beginning with the next testing date ofNovember 30, 2022 orFebruary 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. AtAugust 31, 2021 , we were in compliance with the applicable covenants under our debt agreements.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests, certain derivative instruments and variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our consolidated financial statements.
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