filings.toolsItem 1. Financial Statements.
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Item 1. Financial Statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in millions, except per share data)
| Three Months Ended February 28, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Passenger ticket | $ | 4,023 | $ | 3,832 | |||||||||||||||||||
| Onboard and other | 2,142 | 1,978 | |||||||||||||||||||||
| Total Revenues | 6,165 | 5,810 | |||||||||||||||||||||
| Cruise and tour operating expenses: | |||||||||||||||||||||||
| Commissions, transportation and other | 872 | 850 | |||||||||||||||||||||
| Onboard and other | 618 | 599 | |||||||||||||||||||||
| Payroll and related | 684 | 640 | |||||||||||||||||||||
| Fuel | 397 | 465 | |||||||||||||||||||||
| Food | 382 | 354 | |||||||||||||||||||||
| Other operating | 986 | 858 | |||||||||||||||||||||
| Total Cruise and tour operating expenses | 3,939 | 3,766 | |||||||||||||||||||||
| Selling and administrative expense | 924 | 848 | |||||||||||||||||||||
| Depreciation and amortization expense | 696 | 654 | |||||||||||||||||||||
| Operating Income | 607 | 543 | |||||||||||||||||||||
| Interest income | 12 | 7 | |||||||||||||||||||||
| Interest expense, net of capitalized interest | (291) | (377) | |||||||||||||||||||||
| Debt extinguishment and modification costs | — | (252) | |||||||||||||||||||||
| Other income (expense), net | (47) | 12 | |||||||||||||||||||||
| Income (Loss) Before Income Taxes | 280 | (68) | |||||||||||||||||||||
| Income tax expense, net | (17) | (7) | |||||||||||||||||||||
| Net Income (Loss) | 263 | (75) | |||||||||||||||||||||
| Less: net income attributable to noncontrolling interest | 4 | 4 | |||||||||||||||||||||
| Net Income (Loss) attributable to Carnival Corporation & plc | $ | 258 | $ | (78) | |||||||||||||||||||
| Earnings Per Share | |||||||||||||||||||||||
| Basic | $ | 0.19 | $ | (0.06) | |||||||||||||||||||
| Diluted | $ | 0.19 | $ | (0.06) | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in millions)
| Three Months Ended February 28, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net Income (Loss) | $ | 263 | $ | (75) | |||||||||||||||||||
| Items Included in Other Comprehensive Income (Loss) | |||||||||||||||||||||||
| Change in foreign currency translation adjustment | 73 | (12) | |||||||||||||||||||||
| Other | (1) | 1 | |||||||||||||||||||||
| Other Comprehensive Income (Loss) | 72 | (12) | |||||||||||||||||||||
| Total Comprehensive Income (Loss) | 335 | (86) | |||||||||||||||||||||
| Less: comprehensive income attributable to noncontrolling interest | 4 | 4 | |||||||||||||||||||||
| Comprehensive Income (Loss) attributable to Carnival Corporation & plc | $ | 331 | $ | (90) |
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions, except par values)
| February 28, 2026 | November 30, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 1,424 | $ | 1,928 | |||||||
| Trade and other receivables, net | 663 | 678 | |||||||||
| Inventories | 510 | 505 | |||||||||
| Prepaid expenses and other | 1,120 | 1,108 | |||||||||
| Total current assets | 3,716 | 4,219 | |||||||||
| Property and Equipment, Net | 43,700 | 43,494 | |||||||||
| Operating Lease Right-of-Use Assets, Net | 1,295 | 1,328 | |||||||||
| Goodwill | 579 | 579 | |||||||||
| Other Intangibles | 1,181 | 1,177 | |||||||||
| Other Assets | 1,095 | 890 | |||||||||
| $ | 51,567 | $ | 51,687 | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Current portion of long-term debt | $ | 1,502 | $ | 2,603 | |||||||
| Current portion of operating lease liabilities | 171 | 175 | |||||||||
| Accounts payable | 1,242 | 1,245 | |||||||||
| Accrued liabilities and other | 2,034 | 2,239 | |||||||||
| Customer deposits | 7,472 | 6,831 | |||||||||
| Total current liabilities | 12,420 | 13,092 | |||||||||
| Long-Term Debt | 23,788 | 24,037 | |||||||||
| Long-Term Operating Lease Liabilities | 1,146 | 1,178 | |||||||||
| Other Long-Term Liabilities | 1,164 | 1,097 | |||||||||
| Contingencies and Commitments | |||||||||||
| Shareholders’ Equity | |||||||||||
| Carnival Corporation common stock, $0.01 par value; 1,960 shares authorized; 1,367 shares issued at 2026 and 1,298 shares issued at 2025 | 14 | 13 | |||||||||
| Carnival plc ordinary shares, $1.66 par value; 217 shares issued at 2026 and 2025 | 361 | 361 | |||||||||
| Additional paid-in capital | 17,871 | 17,253 | |||||||||
| Retained earnings | 4,733 | 4,817 | |||||||||
| Accumulated other comprehensive income (loss) (“AOCI”) | (1,738) | (1,810) | |||||||||
| Treasury stock, 128 shares at 2026 and 131 shares at 2025 of Carnival Corporation and 71 shares at 2026 and 72 shares at 2025 of Carnival plc, at cost | (8,210) | (8,364) | |||||||||
| Total shareholders’ equity attributable to Carnival Corporation & plc | 13,031 | 12,270 | |||||||||
| Noncontrolling interest | 18 | 14 | |||||||||
| Total shareholders’ equity | 13,049 | 12,284 | |||||||||
| $ | 51,567 | $ | 51,687 |
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in millions)
| Three Months Ended February 28, | |||||||||||
| 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income (loss) | $ | 263 | $ | (75) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |||||||||||
| Depreciation and amortization | 696 | 654 | |||||||||
| Loss on debt extinguishment | — | 249 | |||||||||
| Share-based compensation | 28 | 18 | |||||||||
| Amortization of discounts and debt issue costs | 27 | 30 | |||||||||
| Non-cash lease expense | 42 | 37 | |||||||||
| Greenhouse gas regulatory expense | 15 | 6 | |||||||||
| Other | 72 | 24 | |||||||||
| 1,142 | 944 | ||||||||||
| Changes in operating assets and liabilities | |||||||||||
| Receivables | 17 | 33 | |||||||||
| Inventories | (3) | (17) | |||||||||
| Prepaid expenses and other assets | (149) | (64) | |||||||||
| Accounts payable | (33) | (31) | |||||||||
| Accrued liabilities and other | (296) | (443) | |||||||||
| Customer deposits | 585 | 503 | |||||||||
| Net cash provided by operating activities | 1,263 | 925 | |||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchases of property and equipment | (566) | (607) | |||||||||
| Proceeds from sales of ships and other property and equipment | 3 | 11 | |||||||||
| Advances to affiliates | (37) | (9) | |||||||||
| Other | 3 | 0 | |||||||||
| Net cash used in investing activities | (597) | (605) | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Principal repayments of long-term debt | (945) | (3,448) | |||||||||
| Debt issuance costs | (4) | (24) | |||||||||
| Debt extinguishment costs | — | (197) | |||||||||
| Proceeds from issuance of long-term debt | — | 2,980 | |||||||||
| Dividends paid | (208) | — | |||||||||
| Other | (9) | (1) | |||||||||
| Net cash used in financing activities | (1,166) | (690) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2) | (6) | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (501) | (376) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 1,958 | 1,231 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 1,457 | $ | 856 |
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in millions)
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | Ordinary shares | Additional paid-in capital | Retained earnings | AOCI | Treasury stock | Non-controlling interest | Total shareholders’ equity | ||||||||||||||||||||||||||||||||||||||||
| At November 30, 2025 | $ | 13 | $ | 361 | $ | 17,253 | $ | 4,817 | $ | (1,810) | $ | (8,364) | $ | 14 | $ | 12,284 | |||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 258 | — | — | 4 | 263 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | 72 | — | — | 72 | |||||||||||||||||||||||||||||||||||||||
| Cash dividends ($0.15 per share) | — | — | — | (208) | — | — | — | (208) | |||||||||||||||||||||||||||||||||||||||
| Conversion of Convertible Notes | 1 | — | 617 | — | — | — | — | 618 | |||||||||||||||||||||||||||||||||||||||
| Issuance of treasury shares for vested share-based awards | — | — | (30) | (135) | — | 165 | — | — | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation and other | 0 | 0 | 31 | 0 | — | (11) | — | 20 | |||||||||||||||||||||||||||||||||||||||
| At February 28, 2026 | $ | 14 | $ | 361 | $ | 17,871 | $ | 4,733 | $ | (1,738) | $ | (8,210) | $ | 18 | $ | 13,049 | |||||||||||||||||||||||||||||||
| At November 30, 2024 | $ | 13 | $ | 361 | $ | 17,150 | $ | 2,101 | $ | (1,975) | $ | (8,404) | $ | 6 | $ | 9,251 | |||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | (78) | — | — | 4 | (75) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | (12) | — | — | (12) | |||||||||||||||||||||||||||||||||||||||
| Issuance of treasury shares for vested share-based awards | — | — | — | (31) | — | 31 | — | — | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation and other | 0 | 0 | 21 | 0 | — | (4) | — | 17 | |||||||||||||||||||||||||||||||||||||||
| At February 28, 2025 | $ | 13 | $ | 361 | $ | 17,171 | $ | 1,991 | $ | (1,986) | $ | (8,376) | $ | 9 | $ | 9,182 | |||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – General
The consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries. Together with their consolidated subsidiaries, they are referred to collectively in these consolidated financial statements and elsewhere in this joint Quarterly Report on Form 10-Q as “Carnival Corporation & plc,” “our,” “us” and “we.”
Basis of Presentation
The consolidated financial statements are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such Securities and Exchange Commission rules and regulations. The preparation of our interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed. We have made reasonable estimates and judgments of such items within our financial statements and there may be changes to those estimates in future periods. Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year.
Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2025 joint Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on January 27, 2026 (“Form 10-K”).
For 2025, we reclassified certain immaterial amounts within both operating activities and investing activities in the Consolidated Statements of Cash Flows to conform to the current year presentation. We also reclassified certain immaterial amounts in the Consolidated Statements of Income (Loss), Consolidated Statements of Comprehensive Income (Loss), Consolidated Balance Sheets, Consolidated Statements of Cash Flows and Consolidated Statements of Shareholders’ Equity in order to separately present amounts attributable to noncontrolling interests primarily associated with our subsidiaries that operate Isla Tropicale and Amber Cove.
Property and Equipment
We review estimated useful lives and residual values of our ships for reasonableness whenever events or circumstances indicate a revision is warranted. In December 2025, we completed such review considering the period over which we expect to operate our ships and our long-term plans. As a result, we determined our ships’ depreciable lives would be extended to 35 years. In connection with the increase in estimated useful life, we reduced our estimated residual value of each ship to be 5% of our original ship cost for LNG powered ships and a range of salvage values under $25 million for all other ships, depending on the class and tonnage of the ship. This revision did not have a material impact on our financial statements and has been applied prospectively beginning December 1, 2025.
Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance, Income Taxes - Improvements to Income Tax Disclosures. This guidance requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction, as well as other amendments relating to income tax disclosures. This guidance is required to be adopted by us for our fiscal 2026 annual financial statements. We are evaluating the impact this guidance may have on our consolidated financial statements.
In November 2024, the FASB issued guidance, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures - Disaggregation of Income Statement Expenses. This guidance requires annual and interim disclosure of disaggregated information for certain costs and expenses. This guidance is required to be adopted by us beginning with our fiscal 2028 annual financial statements and fiscal 2029 interim periods. We are evaluating the impact this guidance may have on our consolidated financial statements.
In July 2025, the FASB issued guidance, Financial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets. This guidance provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets accounted for under Revenue from Contracts with Customers. This guidance is required to be adopted by us in the first quarter of 2027. We are evaluating the impact this guidance may have on our consolidated financial statements.
In September 2025, the FASB issued guidance, Intangibles - Goodwill and Other - Internal-Use Software - Targeted Improvements to the Accounting for Internal-Use Software. This guidance removes references to software development stages. Entities will be required to start capitalizing software costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable the project will be completed and the software will be used as intended. This guidance is required to be adopted by us in the first quarter of 2029. We are evaluating the impact this guidance may have on our consolidated financial statements.
NOTE 2 – Revenue and Expense Recognition
Guest cruise deposits and advance onboard purchases are initially included in Customer deposits when received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct expenses of a voyage are recognized as cruise expenses, upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in excess of ten nights. The impact of recognizing these shorter duration cruise revenues and expenses on a completed voyage basis versus on a pro rata basis is not material. Certain of our product offerings are bundled and we allocate the value of the bundled services and goods between Passenger ticket revenues and Onboard and other revenues based upon the estimated standalone selling prices of those goods and services. Future travel discount vouchers are included as a reduction of Passenger ticket revenues when such vouchers are utilized. Guest cancellation fees, when applicable, are recognized in Passenger ticket revenues at the time of cancellation.
Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in Passenger ticket revenues. The related expenses of these services are included in Prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in Commissions, transportation and other expenses at the time of revenue recognition. We had prepaid air and other transportation expenses of $221 million as of February 28, 2026 and $233 million as of November 30, 2025. The proceeds that we collect from the sales of third-party shore excursions are included in Onboard and other revenues and the related expenses are included in Onboard and other expenses. The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted to them, are included in Onboard and other revenues as concession revenues. All of these amounts are recognized on a completed voyage or pro rata basis as discussed above.
Fees, taxes and charges that vary with guest head counts are expensed in Commissions, transportation and other expenses when the corresponding revenues are recognized. The remaining portion of fees, taxes and charges are expensed in Other operating expenses when the corresponding revenues are recognized.
Revenues and expenses from our hotel and transportation operations, which are included in our Tour and Other segment, are recognized at the time the services are performed.
Revenues by Country
Revenue by country, which are based on where our guests are sourced, were as follows:
| Three Months Ended February 28, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
| United States | $ | 3,293 | $ | 3,185 | |||||||||||||||||||
| Germany | 821 | 683 | |||||||||||||||||||||
| United Kingdom | 778 | 670 | |||||||||||||||||||||
| Other (a) | 1,274 | 1,272 | |||||||||||||||||||||
| $ | 6,165 | $ | 5,810 |
(a)No other individual country’s revenue exceeded 10% for the three months ended February 28, 2026 and 2025.
Customer Deposits
Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage. We also offer our guests the opportunity to make advance purchases of certain onboard and other services. Cash received from guests in advance of the cruise is recorded in Customer deposits and in Other long-term liabilities on our Consolidated Balance Sheets. These amounts include refundable deposits. We had total customer deposits of $7.9 billion as of February 28, 2026 and $7.2 billion as of November 30, 2025. Our customer deposits balance changes due to the seasonal nature of cash collections, which typically results from higher ticket prices and occupancy levels during the third quarter, the recognition of revenue, refunds of customer deposits and foreign currency changes.
Trade and Other Receivables
Although we generally require full payment from our customers prior to or concurrently with their cruise, we grant credit terms to a relatively small portion of our revenue source. We have receivables from credit card merchants and travel agents for cruise ticket purchases and onboard revenue. These receivables are included within Trade and other receivables, net and are less allowances for expected credit losses.
Contract Costs
We recognize incremental travel agent commissions and credit and debit card fees incurred as a result of obtaining the ticket contract as assets when paid prior to the start of a voyage. We record these amounts within Prepaid expenses and other and subsequently recognize these amounts as Commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation. We had incremental costs of obtaining contracts with customers recognized as assets of $393 million as of February 28, 2026 and $363 million as of November 30, 2025.
NOTE 3 – Debt
| February 28, | November 30, | ||||||||||||||||||||||
| (in millions) | Maturity | Rate (a) | 2026 | 2025 | |||||||||||||||||||
| Secured Subsidiary Guaranteed | |||||||||||||||||||||||
| Notes | |||||||||||||||||||||||
| Notes | Jun 2027 | 7.88% | $ | 192 | $ | 192 | |||||||||||||||||
| Notes | Aug 2028 | 4.00% | 2,406 | 2,406 | |||||||||||||||||||
| Notes | Aug 2029 | 7.00% | 500 | 500 | |||||||||||||||||||
| Total Secured Subsidiary Guaranteed | 3,098 | 3,098 | |||||||||||||||||||||
| Unsecured Subsidiary Guaranteed | |||||||||||||||||||||||
| Notes | |||||||||||||||||||||||
| Convertible Notes | Dec 2025 (b) | 5.75% | — | 1,131 | |||||||||||||||||||
| Notes | May 2029 | 5.13% | 1,250 | 1,250 | |||||||||||||||||||
| EUR Notes | Jan 2030 | 5.75% | 590 | 580 | |||||||||||||||||||
| Notes | Mar 2030 | 5.75% | 1,000 | 1,000 | |||||||||||||||||||
| Notes | Jun 2031 | 5.88% | 1,000 | 1,000 | |||||||||||||||||||
| EUR Notes | Jul 2031 | 4.13% | 1,180 | 1,160 | |||||||||||||||||||
| Notes | Aug 2032 | 5.75% | 3,000 | 3,000 | |||||||||||||||||||
| Notes | Feb 2033 | 6.13% | 2,000 | 2,000 | |||||||||||||||||||
| Loans | |||||||||||||||||||||||
| Floating rate | Aug 2027 - Nov 2027 | SOFR + 1.13% - 1.38% | 900 | 900 | |||||||||||||||||||
| Export Credit Facilities | |||||||||||||||||||||||
| Floating rate | Dec 2031 | SOFR + 1.20% (c) | 411 | 446 | |||||||||||||||||||
| Fixed rate | Aug 2027 - Dec 2032 | 2.42 - 3.38% | 1,904 | 1,983 | |||||||||||||||||||
| EUR floating rate | Oct 2026 - Nov 2034 | EURIBOR + 0.55 - 0.80% | 2,409 | 2,461 | |||||||||||||||||||
| EUR fixed rate | Feb 2031 - Sep 2037 | 1.05 - 4.00% | 6,001 | 6,132 | |||||||||||||||||||
| Total Unsecured Subsidiary Guaranteed | 21,644 | 23,042 | |||||||||||||||||||||
| Unsecured (No Subsidiary Guarantee) | |||||||||||||||||||||||
| Notes | |||||||||||||||||||||||
| Notes | Jan 2028 | 6.65% | 200 | 200 | |||||||||||||||||||
| EUR Notes | Oct 2029 | 1.00% | 708 | 696 | |||||||||||||||||||
| Loans | |||||||||||||||||||||||
| EUR floating rate | Apr 2029 | EURIBOR + 1.95% | 354 | 348 | |||||||||||||||||||
| Total Unsecured (No Subsidiary Guarantee) | 1,262 | 1,244 | |||||||||||||||||||||
| Total Debt | 26,004 | 27,383 | |||||||||||||||||||||
| Less: unamortized debt issuance costs and discounts | (713) | (744) | |||||||||||||||||||||
| Total Debt, net of unamortized debt issuance costs and discounts | 25,290 | 26,640 | |||||||||||||||||||||
| Less: Current portion of long-term debt | (1,502) | (2,603) | |||||||||||||||||||||
| Long-Term Debt | $ | 23,788 | $ | 24,037 |
(a)The reference rates, together with any applicable credit adjustment spread, for all of our floating rate debt have a 0.00% floor.
(b)See “Convertible Notes” below.
(c)Includes applicable credit adjustment spread.
As of February 28, 2026, all of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the $1.8 billion of export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt.
As of February 28, 2026, the scheduled maturities of our debt are as follows:
| (in millions) | ||||||||
| Year | Principal Payments | |||||||
| Remainder of 2026 | $ | 1,055 | ||||||
| 2027 | 2,535 | |||||||
| 2028 | 3,978 | |||||||
| 2029 | 4,168 | |||||||
| 2030 | 2,913 | |||||||
| Thereafter | 11,354 | |||||||
| Total | $ | 26,004 |
Revolving Facility
As of February 28, 2026 we had $4.5 billion available for borrowings under the Revolving Facility. We may borrow or utilize available amounts under the Revolving Facility through June 2030, subject to the satisfaction of the conditions in the facility.
Export Credit Facilities
As of February 28, 2026, we had $10.9 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. As of February 28, 2026, the net book value of our ships subject to negative pledges was $19.4 billion.
Collateral Pool
As of February 28, 2026, the net book value of our ships and ship improvements, excluding ships under construction, is $40.7 billion. Our secured debt is secured on a first-priority basis by certain collateral, which includes ships and certain assets related to those ships and material intellectual property (combined net book value of approximately $22.5 billion, including $20.8 billion related to ships and certain assets related to those ships as of February 28, 2026) and certain other assets.
Convertible Notes
In December 2025, we settled $1.1 billion principal amount of the 2027 Convertible Notes, resulting in the issuance of 69.1 million shares of Carnival Corporation common stock and a cash payment of $500 million.
Covenant Compliance
As of February 28, 2026, the most restrictive covenants for our Revolving Facility, unsecured loans and export credit facilities include the following:
-
Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) at a ratio of not less than 3.0 to 1.0
-
Maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $5.0 billion
-
Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 65%
-
Maintain minimum liquidity of $1.5 billion
-
Limit the amounts of our secured assets as well as secured and other indebtedness
At February 28, 2026, we were in compliance with the applicable covenants under our debt agreements. Generally, if an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-acceleration clauses therein, substantially all of our outstanding debt could become due, and our debt could be terminated. Any financial covenant amendment may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable.
NOTE 4 – Contingencies and Commitments
Litigation
We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business. We have insurance coverage for certain of these claims and actions, or any settlement of these claims and actions, and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels.
We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated.
Legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations, financial position or liquidity.
As previously disclosed, on May 2, 2019, the Havana Docks Corporation filed a lawsuit against Carnival Corporation in the U.S. District Court for the Southern District of Florida under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act, alleging that Carnival Corporation “trafficked” in confiscated Cuban property when certain ships docked at certain ports in Cuba, and that this alleged “trafficking” entitles the plaintiffs to treble damages. On March 21, 2022, the court granted summary judgment in favor of Havana Docks Corporation as to liability. On December 30, 2022, the court entered judgment against Carnival Corporation in the amount of $110 million plus $4 million in fees and costs. We appealed. On October 22, 2024, the Court of Appeals for the 11th Circuit reversed the District Court’s judgment against us. On March 6, 2025, Havana Docks filed a petition for certiorari with the Supreme Court of the United States and we responded. On October 3, 2025, the Supreme Court accepted review of the case and heard arguments on February 23, 2026. We believe the ultimate outcome of this matter will not have a material impact on our consolidated financial statements.
As of February 28, 2026, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed. These actions include claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships. On October 24, 2023, the court in the Australian matter held that we were liable for negligence and for breach of consumer protection warranties as it relates to the lead plaintiff. The court ruled that the lead plaintiff was not entitled to any pain and suffering or emotional distress damages on the negligence claim and awarded medical costs. In relation to the consumer protection warranties claim, the court found that distress and disappointment damages amounted to no more than the refund already provided to guests and therefore made no further award. Further proceedings will determine the applicability of this ruling to the remaining class participants. On March 31, 2025, the court in the Italian matter returned a ruling rejecting most of the plaintiffs’ claims and awarding a half-price fare reduction for certain passengers. Plaintiffs have appealed the ruling. We continue to take actions to defend against the above claims. We believe the ultimate outcome of these matters will not have a material impact on our consolidated financial statements.
Regulatory or Governmental Inquiries and Investigations
We have been, and may continue to be, impacted by breaches in data security and lapses in data privacy, which occur from time to time. These can vary in scope and range from inadvertent events to malicious motivated attacks.
We have incurred legal and other costs in connection with cyber incidents that have impacted us. The costs associated with cyber incidents over the last three years were not material. While past incidents did not have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future attacks, incidents or litigation that could have such a material adverse effect.
On March 14, 2022, the U.S. Department of Justice and the U.S. Environmental Protection Agency notified us of potential civil penalties and injunctive relief for alleged Clean Water Act violations by owned and operated vessels covered by the 2013 Vessel General Permit. We are working with these agencies to reach a resolution of this matter. We believe the ultimate outcome will not have a material impact on our consolidated financial statements.
Other Contingent Obligations
Some of the debt contracts we enter into include indemnification provisions obligating us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes or changes in laws which increase the lender’s costs. There are no stated or notional amounts included in the indemnification clauses, and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses.
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 capped reserve fund in cash. Although the agreements vary, these requirements may generally be satisfied either through a withheld percentage of customer payments or providing cash funds directly to the credit card processor. As of February 28, 2026 and November 30, 2025, we were not required to maintain any reserve funds or compensating deposits.
Ship Commitments
As of February 28, 2026, our new ship growth capital commitments were $0.5 billion for the remainder of 2026 and $1.6 billion, $1.5 billion, $1.9 billion, $1.7 billion and $4.9 billion for the years ending November 30, 2027, 2028, 2029, 2030 and thereafter.
NOTE 5 – Fair Value Measurements and Financial Risks
Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories:
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Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.
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Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.
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Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
| February 28, 2026 | November 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Fixed rate debt (a) | $ | 21,930 | $ | — | $ | 21,949 | $ | — | $ | 23,229 | $ | — | $ | 24,167 | $ | — | |||||||||||||||||||||||||||||||
| Floating rate debt (a) | 4,074 | — | 4,077 | — | 4,154 | — | 4,142 | — | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 26,004 | $ | — | $ | 26,026 | $ | — | $ | 27,383 | $ | — | $ | 28,308 | $ | — |
(a)The debt amounts above do not include the impact of debt issuance costs and discounts. The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2. The fair values of our other debt were estimated based on current market interest rates being applied to this debt.
Financial Instruments that are Measured at Fair Value on a Recurring Basis
Cash equivalents consisting of money market funds and cash investments with original maturities of less than 90 days were $0.9 billion as of February 28, 2026 and $1.4 billion as of November 30, 2025. These cash equivalents are considered Level 1 instruments.
Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis
Valuation of Goodwill and Trademarks
As of February 28, 2026 and November 30, 2025, goodwill for our North America segment was $579 million.
| Trademarks | |||||||||||||||||
| (in millions) | North America Segment | Europe Segment | Total | ||||||||||||||
| November 30, 2025 | $ | 927 | $ | 249 | $ | 1,176 | |||||||||||
| Exchange movements | — | 4 | 4 | ||||||||||||||
| February 28, 2026 | $ | 927 | $ | 253 | $ | 1,180 |
Financial Risks
Fuel Price Risks
We manage our exposure to fuel price risk by managing our consumption of fuel. Substantially all of our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships. We manage fuel consumption through fleet optimization, energy efficiency, itinerary efficiency, new technologies and alternative fuels.
Foreign Currency Exchange Rate Risks
Overall Strategy
We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating and financing activities, including netting certain exposures to take advantage of any natural offsets and, when considered appropriate, through the use of derivative and non-derivative financial instruments. Our primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced by our operations and realized if we exchange one currency for another. We consider hedging certain of our ship commitments and net investments in foreign operations. The financial impacts of our hedging instruments generally offset the changes in the underlying exposures being hedged.
Operational Currency Risks
Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. Our operations also have revenue and expenses denominated in non-functional currencies. Movements in foreign currency exchange rates affect our consolidated financial statements.
Investment Currency Risks
We consider our investments in foreign operations to be denominated in stable currencies and of a long-term nature. We have euro-denominated debt which provides an economic offset for our operations with euro functional currency. In addition, we have in the past and may in the future utilize derivative financial instruments, such as cross currency swaps, to manage our exposure to investment currency risks.
Newbuild Currency Risks
Our shipbuilding contracts are typically denominated in euros. At February 28, 2026, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency cruise lines. The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than the functional currency of the cruise line will be affected by foreign currency exchange rate fluctuations. These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships. We have in the past and may in the future utilize derivative financial instruments, such as foreign currency derivatives, to manage our exposure to newbuild currency risks. Our decisions to hedge non-functional currency ship commitments for our cruise lines are made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks.
Interest Rate Risks
We manage our exposure to fluctuations in interest rates through our debt portfolio management and investment strategies. We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps, refinancing of existing debt and the issuance of new debt.
Concentrations of Credit Risk
As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash and cash equivalents, investments, notes receivables, reserve funds related to customer deposits (when required), future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees, by:
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Conducting business with well-established financial institutions, insurance companies and export credit agencies
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Diversifying our counterparties
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Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard liquidity and minimize risk
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Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales and new ship progress payments to shipyards
We also monitor the creditworthiness of travel agencies, tour operators and credit and debit card providers to which we extend credit in the normal course of our business. Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in certain European countries where we are obligated to honor our guests’ cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments.
Concentrations of credit risk associated with trade receivables and other receivables, charter-hire agreements and contingent obligations are not considered to be material, principally due to the large number of unrelated accounts, the nature of these contingent obligations and their short maturities. Normally, we have not required collateral or other security to support normal credit sales and have not experienced significant credit losses.
NOTE 6 – Segment Information
The chief operating decision maker (“CODM”), who is the Chief Executive Officer of Carnival Corporation and Carnival plc assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments. The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other characteristics, including geographic guest sourcing. Our four reportable segments are comprised of (1) North America cruise operations (“North America”), (2) Europe cruise operations (“Europe”), (3) Cruise Support and (4) Tour and Other.
Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of our cruise lines. Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations.
Our CODM uses adjusted operating income (loss) in assessing segment performance and determining how to allocate resources. This metric is used to review segment operating trends and monitor variances against the plan and prior year results. Resource allocation primarily occurs during the annual capital appropriation process.
The below tables include our calculation of adjusted operating income (loss), our significant segment expenses, and a reconciliation of adjusted operating income (loss) to income (loss) before income taxes:
| Three months ended February 28, 2026 | |||||||||||||||||||||||||||||
| (in millions) | North America | Europe | Cruise Support | Tour and Other | Total | ||||||||||||||||||||||||
| Total Revenues | $ | 4,019 | $ | 2,069 | $ | 77 | $ | 0 | $ | 6,165 | |||||||||||||||||||
| Cruise and tour operating expenses: | |||||||||||||||||||||||||||||
| Commissions, transportation and other | 468 | 442 | (38) | (c) | — | ||||||||||||||||||||||||
| Onboard and other | 465 | 133 | 20 | — | |||||||||||||||||||||||||
| Payroll and related | 375 | 268 | 41 | — | |||||||||||||||||||||||||
| Fuel | 270 | 127 | 1 | — | |||||||||||||||||||||||||
| Food | 268 | 113 | 1 | — | |||||||||||||||||||||||||
| Other operating (a) | 606 | 339 | 28 | 13 | |||||||||||||||||||||||||
| Total cruise and tour operating expenses | 2,452 | 1,421 | 53 | 13 | 3,939 | ||||||||||||||||||||||||
| Adjusted selling and administrative expense (b) | 537 | 283 | 83 | 5 | 907 | ||||||||||||||||||||||||
| Depreciation and amortization expense | 460 | 194 | 34 | 7 | 696 | ||||||||||||||||||||||||
| Adjusted Operating Income (Loss) | 569 | 170 | (92) | (24) | 623 | ||||||||||||||||||||||||
| Restructuring expenses | 0 | ||||||||||||||||||||||||||||
| Other | (16) | ||||||||||||||||||||||||||||
| Interest income | 12 | ||||||||||||||||||||||||||||
| Interest expense, net of capitalized interest | (291) | ||||||||||||||||||||||||||||
| Other income (expense), net | (47) | ||||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes | $ | 280 | |||||||||||||||||||||||||||
| Capital Expenditures | $ | 264 | $ | 172 | $ | 113 | $ | 17 | $ | 566 |
(a)Represents other operating expenses, which include port costs that do not vary with guest head counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; freight and logistics; insurance premiums; tour and other expense for our hotel and transportation operations and all other ship operating expenses.
(b)Excludes certain other gains and losses that are not part of our core operating business.
(c)Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation.
| Three months ended February 28, 2025 | |||||||||||||||||||||||||||||
| (in millions) | North America | Europe | Cruise Support | Tour and Other | Total | ||||||||||||||||||||||||
| Total Revenues | $ | 3,906 | $ | 1,830 | $ | 72 | $ | 2 | $ | 5,810 | |||||||||||||||||||
| Cruise and tour operating expenses: | |||||||||||||||||||||||||||||
| Commissions, transportation and other | 457 | 419 | (26) | (c) | — | ||||||||||||||||||||||||
| Onboard and other | 473 | 114 | 12 | — | |||||||||||||||||||||||||
| Payroll and related | 359 | 247 | 33 | — | |||||||||||||||||||||||||
| Fuel | 319 | 146 | 0 | — | |||||||||||||||||||||||||
| Food | 257 | 97 | 0 | — | |||||||||||||||||||||||||
| Other operating (a) | 571 | 247 | 25 | 15 | |||||||||||||||||||||||||
| Total cruise and tour operating expenses | 2,436 | 1,270 | 45 | 15 | 3,766 | ||||||||||||||||||||||||
| Adjusted selling and administrative expense (b) | 520 | 250 | 72 | 4 | 847 | ||||||||||||||||||||||||
| Depreciation and amortization expense | 434 | 169 | 45 | 6 | 654 | ||||||||||||||||||||||||
| Adjusted Operating Income (Loss) | 516 | 140 | (91) | (22) | 543 | ||||||||||||||||||||||||
| Restructuring expenses | 0 | ||||||||||||||||||||||||||||
| Other | — | ||||||||||||||||||||||||||||
| Interest income | 7 | ||||||||||||||||||||||||||||
| Interest expense, net of capitalized interest | (377) | ||||||||||||||||||||||||||||
| Debt extinguishment and modification costs | (252) | ||||||||||||||||||||||||||||
| Other income (expense), net | 12 | ||||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes | $ | (68) | |||||||||||||||||||||||||||
| Capital Expenditures | $ | 291 | $ | 120 | $ | 182 | $ | 15 | $ | 607 |
(a)Represents other operating expenses, which include port costs that do not vary with guest head counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; freight and logistics; insurance premiums; tour and other expenses for our hotel and transportation operations and all other ship operating expenses
(b)Excludes restructuring expenses
(c)Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation.
Total assets were as follows:
| (in millions) | February 28, 2026 | November 30, 2025 | |||||||||||||||||||||
| North America | $ | 31,304 | $ | 31,400 | |||||||||||||||||||
| Europe | 16,406 | 16,030 | |||||||||||||||||||||
| Cruise Support | 3,435 | 3,836 | |||||||||||||||||||||
| Tour and Other | 421 | 421 | |||||||||||||||||||||
| $ | 51,567 | $ | 51,687 |
Substantially all of our long-lived assets consist of our ships and move between geographic areas.
NOTE 7 – Earnings Per Share
| Three Months Ended February 28, | |||||||||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | |||||||||||||||||||||||||||
| Net income (loss) attributable to Carnival Corporation & plc | $ | 258 | $ | (78) | |||||||||||||||||||||||||
| Interest expense on dilutive Convertible Notes | 0 | — | |||||||||||||||||||||||||||
| Net income (loss) attributable to Carnival Corporation & plc for diluted earnings per share | $ | 259 | $ | (78) | |||||||||||||||||||||||||
| Weighted-average shares outstanding | 1,379 | 1,309 | |||||||||||||||||||||||||||
| Dilutive effect of equity awards | 8 | — | |||||||||||||||||||||||||||
| Dilutive effect of Convertible Notes | 4 | — | |||||||||||||||||||||||||||
| Diluted weighted-average shares outstanding | 1,392 | 1,309 | |||||||||||||||||||||||||||
| Basic earnings per share | $ | 0.19 | $ | (0.06) | |||||||||||||||||||||||||
| Diluted earnings per share | $ | 0.19 | $ | (0.06) | |||||||||||||||||||||||||
Antidilutive shares excluded from diluted earnings per share computations were as follows:
| Three Months Ended February 28, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
| Equity awards | — | 7 | |||||||||||||||||||||
| Convertible Notes | — | 84 | |||||||||||||||||||||
| Total antidilutive shares | — | 92 |
NOTE 8 – Supplemental Cash Flow Information
| (in millions) | February 28, 2026 | November 30, 2025 | |||||||||
| Cash and cash equivalents (Consolidated Balance Sheets) | $ | 1,424 | $ | 1,928 | |||||||
| Restricted cash (included in Prepaid expenses and other and Other assets) | 33 | 30 | |||||||||
| Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) | $ | 1,457 | $ | 1,958 |
NOTE 9 – Shareholders’ Equity
Dividends
In December 2025 we declared a cash dividend of $0.15 per share, which was paid in February 2026.
Share Repurchase Program
In March 2026, the Boards of Directors approved a share repurchase program of up to $2.5 billion of the company’s shares. The timing, volume and structure of any share repurchases will be subject to market and general economic conditions, the prevailing share price(s), applicable legal requirements and the receipt of any required shareholder authority for Carnival plc. Due to legal requirements associated with the current open voting period for the unification of the dual listed company structure, the program will commence following the meetings of shareholders expected to be held on April 17, 2026 and does not have an expiration date.
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