CARNIVAL CORP Management’s Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)


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," "aspiration," "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

condition 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, COVID-19. 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. The current, and uncertain future,
impact of COVID-19, 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.
•Events and conditions around the world, including war and other military
actions, such as the current invasion of Ukraine, heightened inflation and other
general concerns impacting the ability or desire of people to travel have and
may lead to a decline in demand for cruises, impact our operating costs and
profitability.
•Incidents concerning our ships, guests or the cruise vacation industry 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.
•Factors associated with climate change, including evolving and increasing
regulations, increasing global concern about climate change and the shift in
climate conscious consumerism and stakeholder scrutiny, and increasing frequency
and/or severity of adverse weather conditions could adversely affect our
business.
•Inability to meet or achieve our sustainability related goals, aspirations,
initiatives, and our public statements and disclosures regarding them, may
expose us to risks that may adversely impact our business.
•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 may lead to reputational damage.
•The loss of key employees, our inability to recruit or retain qualified
shoreside and shipboard employees and increased labor costs could have an
adverse effect on our business and results of operations.
•Increases in fuel prices, changes in the types of fuel consumed and
availability of fuel supply may adversely impact our scheduled itineraries and
costs.
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•We rely on supply chain vendors who are integral to the operations of our
businesses. These vendors and service providers are also affected by COVID-19
and may be unable to deliver on their commitments which could impact our
business.
•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.
•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.
Forward-looking and other statements in this document may also address our
sustainability progress, plans and goals (including climate change and
environmental-related matters). In addition, historical, current and
forward-looking sustainability-related statements may be based on standards for
measuring progress that are still developing, internal controls and processes
that continue to evolve, and assumptions that are subject to change in the
future.

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. 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 typically earned during this period. This historical trend
was disrupted in 2020 by the pause and in 2021 by the ongoing 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.

Known Trends and Uncertainties


•We believe the increased cost of fuel, liquefied natural gas ("LNG") and other
related costs are reasonably likely to continue to impact our profitability in
both the short and long-term.
•We expect inflation and supply chain challenges to continue to weigh on our
operating costs, and they are reasonably likely to continue to impact our
profitability.
•We believe the increasing global focus on climate change, including the
reduction of carbon emissions and new and evolving regulatory requirements, is
reasonably likely to materially impact our future costs, capital expenditures
and revenues and/or the relationship between them. The full impact of climate
change to our business is not yet known.
•In addition, as is the case with the travel and leisure sector generally, we
are experiencing some challenges with onboard staffing which have resulted in
occupancy constraints on certain voyages and are reasonably likely to impact our
profitability in the short-term.
•We expect a net loss for the third quarter of 2022. For the full year 2022, we
continue to expect a net loss.
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Statistical Information

                                                  Three Months Ended                       Six Months Ended
                                                        May 31,                                May 31,
                                                2022                2021               2022                2021
Passenger Cruise Days ("PCDs") (in
thousands) (a)                                 11,434                 138              18,663                166
Available Lower Berth Days ("ALBDs") (in
thousands) (b)                                 16,666                 444              29,989                617
Occupancy percentage (c)                           69   %              31  %               62  %              27  %
Passengers carried (in thousands)               1,652                  27               2,663                 32
Fuel consumption in metric tons (in
thousands)                                        632                 246               1,198                508
Fuel consumption in metric tons per
thousand ALBDs                                   37.9                    (d)             40.0                   (d)
Fuel cost per metric ton consumed          $      869           $     467          $      765          $     428

Currencies (USD to 1)
AUD                                        $     0.73           $    0.77          $     0.72          $    0.77
CAD                                        $     0.79           $    0.81          $     0.79          $    0.80
EUR                                        $     1.08           $    1.20          $     1.11          $    1.21
GBP                                        $     1.29           $    1.39          $     1.32          $    1.38


The ongoing resumption of guest cruise operations is continuing to have a material impact on all aspects of our business, including the above statistical information.

Notes to Statistical Information

(a) PCD represents the number of cruise passengers on a voyage multiplied by the number of revenue-producing ship operating days for that voyage.


(b)ALBD is a standard measure of passenger capacity for the period that we use
to approximate rate and capacity variances, based on consistently applied
formulas that we use to perform analyses to determine the main non-capacity
driven factors that cause our cruise revenues and expenses to vary. ALBDs assume
that each cabin we offer for sale accommodates two passengers and is computed by
multiplying passenger capacity by revenue-producing ship operating days in the
period.

(c)Occupancy, in accordance with cruise industry practice, is calculated using a
numerator of PCDs and 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.

(d)Fuel consumption in metric tons per thousand ALBDs for 2021 is not meaningful.

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Results of Operations
Consolidated
                                                                                                                    Six Months Ended
                                              Three Months Ended May 31,                                                 May 31,
(in millions)                                   2022                 2021             Change          2022                2021                Change
Revenues
  Passenger ticket                        $        1,285          $     20          $ 1,265                  $  2,158            $     23             $ 2,135
  Onboard and other                                1,116                29            1,086                     1,866                  52               1,814
                                                   2,401                50            2,351                     4,024                  75               3,949

Operating Costs and Expenses

  Commissions, transportation and other              325                22              303                       576                  37                 539
  Onboard and other                                  314                15              300                       523                  22                 501
  Payroll and related                                533               241              291                     1,038                 460                 579
  Fuel                                               545               113              432                       910                 216                 694
  Food                                               191                17              175                       327                  28                 299
  Ship and other impairments                           -                49              (49)                        8                  49                 (42)
  Other operating                                    774               224              551                     1,331                 404                 927
                                                   2,683               681            2,002                     4,713               1,216               3,497

  Selling and administrative                         619               417              201                     1,149                 879                 269
  Depreciation and amortization                      572               567                5                     1,126               1,119                   7

                                                   3,874             1,665            2,209                     6,988               3,214               3,774
Operating Income (Loss)                           (1,473)           (1,616)             142                    (2,964)             (3,139)                175
Nonoperating Income (Expense)
Interest income                                        6                 4                2                         9                   7                   2
Interest expense, net of capitalized
interest                                            (370)             (437)              67                      (738)               (835)              

97

Gains (losses) on debt extinguishment,
net                                                    -                 2               (2)                        -                   4                  (4)
Other income (expense), net                            6               (13)              19                       (26)                (75)                 49
                                                    (358)             (444)              86                      (755)               (900)                144

Income (Loss) Before Income Taxes $ (1,831) $ (2,060)

        $   228                  $ (3,719)           $ (4,039)            $   319



NAA
                                                                                                               Six Months Ended
                                              Three Months Ended May 31,                                            May 31,
(in millions)                                    2022             2021           Change          2022                2021                Change
Revenues
  Passenger ticket                            $    862          $    2          $  860                  $  1,447            $      1             $ 1,446
  Onboard and other                                804               7             798                     1,345                  18               1,327
                                                 1,666               9           1,657                     2,792                  19               2,773

Operating Costs and Expenses                     1,768             365           1,403                     3,055                 680               2,375
Selling and administrative                         366             233             133                       710                 453                 257
Depreciation and amortization                      353             341              12                       687                 676                  12

                                                 2,487             939           1,548                     4,453               1,809               2,644
Operating Income (Loss)                       $   (821)         $ (930)         $  109                  $ (1,661)           $ (1,790)            $   129


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EA
                                                                                                          Six Months Ended
                                         Three Months Ended May 31,                                            May 31,
(in millions)                               2022             2021           Change          2022                2021                Change
Revenues
  Passenger ticket                       $    490          $   19          $  472                  $    832            $     22             $  810
  Onboard and other                           175              15             161                       291                  19                271
                                              666              33             633                     1,123                  41              1,082

Operating Costs and Expenses                  848             298             550                     1,546                 496              1,050
Selling and administrative                    175             131              45                       352                 239                113
Depreciation and amortization                 179             186              (8)                      359                 370                (11)

                                            1,202             615             587                     2,257               1,105              1,152
Operating Income (Loss)                  $   (536)         $ (582)         $   46                  $ (1,134)           $ (1,064)            $  (70)



We paused our guest cruise operations in March 2020. As of May 31, 2022, 86% of
our capacity was in guest cruise operation, compared to 6% as of May 31, 2021.
Our NAA segment had 90% of its capacity in guest cruise operations as of May 31,
2022 and no ships operating with guests onboard as of May 31, 2021. Our EA
segment had 81% of its capacity in guest cruise operations as of May 31, 2022,
compared to 16% as of May 31, 2021 when it had five ships operating with guests
onboard.

The COVID-19 global pandemic and its ongoing effects, inflation and higher fuel
prices are collectively having a material negative impact on all aspects of our
business, including our results of operations, liquidity and financial position.
The full extent of these impacts are uncertain.

Three Months Ended May 31, 2022 Compared to Three Months Ended May 31, 2021

Revenues

Consolidated


Cruise passenger ticket revenues made up 54% of our total revenues for the three
months ended May 31, 2022 while onboard and other revenues made up 46%. Revenues
for the three months ended May 31, 2022 increased by $2.4 billion as compared to
the three months ended May 31, 2021 due to the ongoing resumption of guest
cruise operations and the significant increase of ships in service. ALBDs
increased to 16.7 million for the three months ended May 31, 2022 as compared to
0.4 million for the three months ended May 31, 2021. Occupancy for the three
months ended May 31, 2022 was 69% compared to 31% for the three months ended May
31, 2021.

NAA Segment

Cruise passenger ticket revenues made up 52% of our NAA segment's total revenues
for the three months ended May 31, 2022 while onboard and other cruise revenues
made up 48%. NAA segment revenues for the three months ended May 31, 2022
increased by $1.7 billion as compared to the three months ended May 31, 2021 due
to the ongoing resumption of guest cruise operations and the significant
increase of ships in service. ALBDs increased to 10.1 million for the three
months ended May 31, 2022 as compared to 0.0 million for the three months ended
May 31, 2021. Occupancy for the three months ended May 31, 2022 was 79%.

EA Segment


Cruise passenger ticket revenues made up 74% of our EA segment's total revenues
for the three months ended May 31, 2022 while onboard and other cruise revenues
made up 26%. EA segment revenues for the three months ended May 31, 2022
increased by $0.6 billion as compared to the three months ended May 31, 2021 due
to the ongoing resumption of guest cruise operations and the significant
increase of ships in service. ALBDs increased to 6.6 million for the three
months ended May 31, 2022 as compared to 0.4 million for the three months ended
May 31, 2021. Occupancy for the three months ended May 31, 2022 was 53% compared
to 31% for the three months ended May 31, 2021.

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Operating Costs and Expenses

Consolidated

Operating costs and expenses increased by $2.0 billion to $2.7 billion for the
three months ended May 31, 2022 from $0.7 billion for the three months ended May
31, 2021. These increases were driven by our ongoing resumption of guest cruise
operations and restart related expenses, including the cost of returning ships
to guest cruise operations and returning crew members to our ships, higher
number of dry-dock days, the cost of maintaining enhanced health and safety
protocols, inflation and supply chain disruptions. We anticipate that some of
these costs and expenses will end in 2022.

Fuel costs increased by $432 million to $545 million for the three months ended
May 31, 2022 from $113 million for the three months ended May 31, 2021. This
increase was caused by higher fuel consumption of 386 thousand metric tons, due
to the resumption of guest cruise operations, and an increase in fuel prices of
$402 per metric ton consumed for the three months ended May 31, 2022 compared to
the three months ended May 31, 2021.

Selling and administrative expenses increased by $201 million to $619 million
for the three months ended May 31, 2022 from $417 million for the three months
ended May 31, 2021. This increase was caused by increased advertising and
promotional spend incurred as part of our ongoing resumption of guest cruise
operations and higher administrative expenses.

There were no ship impairment charges for the three months ended May 31, 2022.
We recognized a ship impairment charge of $49 million for the three months ended
May 31, 2021.

The drivers in changes in costs and expenses for our NAA and EA segments are the same as those described for our consolidated results.

Nonoperating Income (Expense)


Interest expense, net of capitalized interest decreased by $67 million to $370
million for the three months ended May 31, 2022 from $437 million for the three
months ended May 31, 2021. The decrease was caused by a lower average interest
rate as a result of completed refinancing efforts and was partially offset by a
higher average debt balance for the three months ended May 31, 2022 compared to
the three months ended May 31, 2021.

Six Months Ended May 31, 2022 Compared to Six Months Ended May 31, 2021

Revenues

Consolidated


Cruise passenger ticket revenues made up 54% of our total revenues for the six
months ended May 31, 2022 while onboard and other revenues made up 46%. Revenues
for the six months ended May 31, 2022 increased by $3.9 billion as compared to
the six months ended May 31, 2021 due to the ongoing resumption of guest cruise
operations and the significant increase of ships in service. ALBDs increased to
30.0 million for the six months ended May 31, 2022 as compared to 0.6 million
for the six months ended May 31, 2021. Occupancy for the six months ended May
31, 2022 was 62% compared to 27% for the six months ended May 31, 2021.

NAA Segment


Cruise passenger ticket revenues made up 52% of our NAA segment's total revenues
for the six months ended May 31, 2022 while onboard and other cruise revenues
made up 48%. NAA segment revenues for the six months ended May 31, 2022
increased by $2.8 billion as compared to the six months ended May 31, 2021 due
to the ongoing resumption of guest cruise operations and the significant
increase of ships in service. ALBDs increased to 18.8 million for the six months
ended May 31, 2022 as compared to 0.0 million for the six months ended May 31,
2021. Occupancy for the six months ended May 31, 2022 was 70%.

EA Segment


Cruise passenger ticket revenues made up 74% of our EA segment's total revenues
for the six months ended May 31, 2022 while onboard and other cruise revenues
made up 26%. EA segment revenues for the six months ended May 31, 2022 increased
by $1.1 billion as compared to the six months ended May 31, 2021 due to the
ongoing resumption of guest cruise operations and the significant increase of
ships in service. ALBDs increased to 11.2 million for the six months ended May
31, 2022 as
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compared to 0.6 million for the six months ended May 31, 2021. Occupancy for the
six months ended May 31, 2022 was 50% compared to 27% for the six months ended
May 31, 2021.

Operating Costs and Expenses

Consolidated


Operating costs and expenses increased by $3.5 billion to $4.7 billion for the
six months ended May 31, 2022 from $1.2 billion for the six months ended May 31,
2021. These increases were driven by our ongoing resumption of guest cruise
operations and restart related expenses, including the cost of returning ships
to guest cruise operations and returning crew members to our ships, higher
number of dry-dock days, the cost of maintaining enhanced health and safety
protocols, inflation and supply chain disruptions. We anticipate that some of
these costs and expenses will end in 2022.

Fuel costs increased by $694 million to $910 million for the six months ended
May 31, 2022 from $216 million for the six months ended May 31, 2021. The
increase was caused by higher fuel consumption of 690 thousand metric tons, due
to the resumption of guest cruise operations, and an increase in fuel prices of
$336 per metric ton consumed for the six months ended May 31, 2022 compared to
the six months ended May 31, 2021.

Selling and administrative expenses increased by $0.3 billion to $1.1 billion
for the six months ended May 31, 2022 from $0.9 billion for the six months ended
May 31, 2021. The increase was principally driven by higher advertising and
promotional spend incurred as part of our ongoing resumption of guest cruise
operations.

We recognized a ship impairment charge of $8 million for the six months ended
May 31, 2022 and a ship charge of $49 million for the six months ended May 31, 2021.

The drivers in changes in costs and expenses for our NAA and EA segments are the same as those described for our consolidated results.

Nonoperating Income (Expense)


Interest expense, net of capitalized interest, decreased by $97 million to
$738 million for the six months ended May 31, 2022 from $835 million for the six
months ended May 31, 2021. The decrease was caused by a lower average interest
rate as a result of completed refinancing efforts and was partially offset by a
higher average debt balance for the six months ended May 31, 2022 compared to
the six months ended May 31, 2021.

Liquidity, Financial Condition and Capital Resources


As of May 31, 2022, we had $7.5 billion of liquidity including cash, short-term
investments and borrowings available under our Revolving Facility. During 2022,
we will continue to be focused on pursuing various capital market opportunities
to extend maturities and if appropriate, obtain relevant financial covenant
amendments.

We had a working capital deficit of $4.8 billion as of May 31, 2022 compared to
working capital deficit of $0.3 billion as of November 30, 2021. The increase in
working capital deficit was caused by a decrease in cash and cash equivalents,
an increase in customer deposits and an increase in current portion of long-term
debt. 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 $4.8 billion and $3.1 billion of customer
deposits as of May 31, 2022 and November 30, 2021, respectively. We have paid
refunds of customer deposits with respect to a portion of cancelled cruises. The
amount of any future cash refunds may depend on future cruise cancellations and
guest rebookings. 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-level of accounts receivable and limited investment in
inventories.

Refer to Note 1 – “General, Liquidity and Management’s Plans” of the consolidated financial statements for additional discussion regarding our liquidity.

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Sources and Uses of Cash
Operating Activities

Our business used $1.2 billion of net cash flows in operating activities during
the six months ended May 31, 2022, a decrease of $1.7 billion, compared to $2.9
billion of net cash flows used for the same period in 2021. This decrease was
due to an increase in cash inflows from customer deposits during the six months
ended May 31, 2022 compared to the same period in 2021.

Investing Activities

During the six months ended May 31, 2022net cash used in investing activities was $3.1 billion. This was driven by the following:


•Capital expenditures of $2.6 billion for our ongoing new shipbuilding program
•Capital expenditures of $581 million for ship improvements and replacements,
information technology and buildings and improvements
•Proceeds from sale of ships and other of $55 million
•Purchases of short-term investments of $315 million
•Proceeds from maturity of short-term investments of $364 million

During the six months ended May 31, 2021net cash used in investing activities was $4.2 billion. This was driven by the following:


•Capital expenditures of $2.0 billion for our ongoing new shipbuilding program
•Capital expenditures of $168 million for ship improvements and replacements,
information technology and buildings and improvements
•Proceeds from sale of ships and other of $324 million
•Purchases of short-term investments of $2.7 billion
•Proceeds from maturity of short-term investments of $467 million
Financing Activities

During the six months ended May 31, 2022net cash provided by financing activities of $2.5 billion was caused by the following:


•Issuances of $3.3 billion of long-term debt
•Repayments of $0.7 billion of long-term debt
•Payments of $110 million related to debt issuance costs
•Net repayments of short-term borrowings of $114 million
•Purchases of $82 million of Carnival plc ordinary shares and issuances of $89
million of Carnival Corporation common stock under our Stock Swap Program

During the six months ended May 31, 2021, net cash provided by financing
activities of $4.5 billion was caused by the following:
•Repayments of $1.4 billion of long-term debt
•Issuances of $5.0 billion of long-term debt, including net proceeds of $3.4
billion from the issuance of the 2027 Senior Unsecured Notes
•Net proceeds of $996 million from our public offering of Carnival Corporation
common stock

Funding Sources

As of May 31, 2022, we had $7.5 billion of liquidity including cash, short-term
investments and borrowings available under our revolving facility. In addition,
we had $3.1 billion of undrawn export credit facilities to fund ship deliveries
planned through 2024. We plan to use future cash flows from operations to fund
our cash requirements including capital expenditures not funded by our export
credit facilities.
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(in billions)                                          2022       2023      

2024

Future export credit facilities at May 31, 2022 $0.8 $1.7 $0.6

Our export credit facilities contain various financial covenants as described in Note 3 – “Debt”. At May 31, 2022we 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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