REG - Carnival PLC - 3rd Quarter Results
29/09/2025 15:15
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RNS Number : 2615B Carnival PLC 29 September 2025
September 29, 2025
RELEASE OF CARNIVAL CORPORATION & PLC QUARTERLY REPORT ON FORM 10-Q
FOR THE THIRD QUARTER OF 2025
Carnival Corporation & plc is hereby announcing that today it has released
its three and nine months results of operations in its earnings release and
filed its joint Quarterly Report on Form 10-Q ("Form 10-Q") with the U.S.
Securities and Exchange Commission ("SEC") containing the Carnival Corporation
& plc unaudited consolidated financial statements as of and for the three
and nine months ended August 31, 2025.
The information included in the Form 10-Q (Schedule A) has been prepared in
accordance with SEC rules and regulations. The Carnival Corporation & plc
unaudited consolidated financial statements contained in the Form 10-Q have
been prepared in accordance with generally accepted accounting principles in
the United States of America ("U.S. GAAP").
Schedule A contains information on Carnival Corporation &
plc's management's discussion and analysis of financial conditions and
results of operations, and the Carnival Corporation & plc unaudited
consolidated financial statements as of and for the three and nine months
ended August 31, 2025.
The Directors consider that within the Carnival Corporation and Carnival plc
dual listed company arrangement, the most appropriate presentation of Carnival
plc's results and financial position is by reference to the Carnival
Corporation & plc U.S. GAAP unaudited consolidated financial statements.
MEDIA CONTACT INVESTOR RELATIONS CONTACT
Jody Venturoni Beth Roberts
001 469 797 6380 001 305 406 4832
The Form 10-Q is available for viewing on the SEC website at www.sec.gov under
Carnival Corporation or Carnival plc or the Carnival Corporation & plc
website at www.carnivalcorp.com or www.carnivalplc.com. A copy of the Form
10-Q has been submitted to the National Storage Mechanism and will shortly be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Additional information
can be obtained via Carnival Corporation & plc's website listed above or
by writing to Carnival plc at Carnival House, 100 Harbour Parade, Southampton,
SO15 1ST, United Kingdom.
Carnival Corporation & plc is the largest global cruise company, and among
the largest leisure travel companies, with a portfolio of world-class cruise
lines - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland
America Line, P&O Cruises, Princess Cruises, and Seabourn.
Additional information can be found on www.carnivalcorp.com, www.aida.de,
www.carnival.com, www.costacruise.com, www.cunard.com, www.hollandamerica.com,
www.pocruises.com, www.princess.com and www.seabourn.com.
SCHEDULE A
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in millions, except per share data)
Three Months Ended August 31, Nine Months Ended
August 31,
2025 2024 2025 2024
Passenger ticket $5,430 $5,239 $13,366 $12,609
Onboard and other 2,723 2,657 6,925 6,474
Total Revenues 8,153 7,896 20,292 19,083
Cruise and tour operating expenses:
Commissions, transportation and other 973 958 2,603 2,510
Onboard and other 883 866 2,154 2,043
Payroll and related 636 575 1,915 1,812
Fuel 451 515 1,384 1,546
Food 398 393 1,124 1,099
Other operating 1,044 995 2,858 2,796
Total Cruise and tour operating expenses 4,385 4,303 12,037 11,805
Selling and administrative expense 779 763 2,442 2,366
Depreciation and amortization expense 717 651 2,064 1,898
Operating Income 2,271 2,178 3,748 3,013
Interest income 15 19 34 77
Interest expense, net of capitalized interest (317) (431) (1,034) (1,352)
Debt extinguishment and modification costs (111) (13) (366) (78)
Other income (expense), net (2) (10) (14) (35)
Income Before Income Taxes 1,857 1,743 2,368 1,626
Income tax expense, net (6) (8) (30) (13)
Net Income $1,852 $1,735 $2,338 $1,613
Earnings Per Share
Basic $1.41 $1.37 $1.78 $1.27
Diluted $1.33 $1.26 $1.71 $1.21
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 August 31, Nine Months Ended
August 31,
2025 2024 2025 2024
Net Income $1,852 $1,735 $2,338 $1,613
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment 18 64 233 71
Other 20 (38) 27 (26)
Other Comprehensive Income (Loss) 39 26 260 45
Total Comprehensive Income (Loss) $1,890 $1,761 $2,598 $1,658
The accompanying notes are an integral part of these consolidated financial
statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions, except par values)
August 31, November 30, 2024
2025
ASSETS
Current Assets
Cash and cash equivalents $1,763 $1,210
Trade and other receivables, net 651 590
Inventories 475 507
Prepaid expenses and other 979 1,070
Total current assets 3,868 3,378
Property and Equipment, Net 42,889 41,795
Operating Lease Right-of-Use Assets, Net 1,352 1,368
Goodwill 579 579
Other Intangibles 1,181 1,163
Other Assets 962 775
$50,831 $49,057
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $1,417 $1,538
Current portion of operating lease liabilities 178 163
Accounts payable 1,173 1,133
Accrued liabilities and other 1,977 2,358
Customer deposits 6,691 6,425
Total current liabilities 11,436 11,617
Long-Term Debt 25,064 25,936
Long-Term Operating Lease Liabilities 1,201 1,239
Other Long-Term Liabilities 1,202 1,012
Contingencies and Commitments
Shareholders' Equity
Carnival Corporation common stock, $0.01 par value; 1,960 shares authorized; 13 13
1,298 shares issued at 2025 and 1,294 shares issued at 2024
Carnival plc ordinary shares, $1.66 par value; 217 shares issued at 2025 and 361 361
2024
Additional paid-in capital 17,238 17,155
Retained earnings 4,395 2,101
Accumulated other comprehensive income (loss) ("AOCI") (1,715) (1,975)
Treasury stock, 131 shares at 2025 and 130 shares at 2024 of Carnival (8,364) (8,404)
Corporation and 72 shares at 2025 and 73 shares at 2024 of Carnival plc, at
cost
Total shareholders' equity 11,928 9,251
$50,831 $49,057
The accompanying notes are an integral part of these consolidated financial
statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in millions)
Nine Months Ended
August 31,
2025 2024
OPERATING ACTIVITIES
Net income $2,338 $1,613
Adjustments to reconcile net income to net cash provided by (used in)
operating activities
Depreciation and amortization 2,064 1,898
Impairments - 2
Loss on debt extinguishment 358 75
(Income) loss from equity-method investments (5) (3)
Share-based compensation 70 47
Amortization of discounts and debt issue costs 88 107
Non-cash lease expense 119 105
Gain on sales of ships (103) (8)
Greenhouse gas regulatory expense 63 33
Other 50 59
5,041 3,928
Changes in operating assets and liabilities
Receivables (63) (72)
Inventories 35 33
Prepaid expenses and other assets (138) 509
Accounts payable 15 (58)
Accrued liabilities and other (360) 245
Customer deposits 171 427
Net cash provided by (used in) operating activities 4,700 5,012
INVESTING ACTIVITIES
Purchases of property and equipment (2,105) (4,034)
Proceeds from sales of ships and other 312 16
Advances to affiliates (90) (43)
Other 68 100
Net cash provided by (used in) investing activities (1,815) (3,961)
FINANCING ACTIVITIES
Principal repayments of long-term debt (10,676) (4,839)
Debt issuance costs (68) (122)
Debt extinguishment costs (242) (41)
Proceeds from issuance of long-term debt 8,618 3,048
Other 13 1
Net cash provided by (used in) financing activities (2,355) (1,953)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 30 10
Net increase (decrease) in cash, cash equivalents and restricted cash 560 (893)
Cash, cash equivalents and restricted cash at beginning of period 1,231 2,436
Cash, cash equivalents and restricted cash at end of period $1,792 $1,543
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 Ordinary Additional Retained AOCI Treasury Total shareholders' equity
stock shares paid-in earnings stock
capital
At May 31, 2025 $13 $361 $17,208 $2,543 $(1,753) $(8,364) $10,007
Net income - - - 1,852 - - 1,852
Other comprehensive income (loss) - - - - 39 - 39
Share-based compensation and other - - 31 - - - 31
At August 31, 2025 $13 $361 $17,238 $4,395 $(1,715) $(8,364) $11,928
At May 31, 2024 $13 $361 $16,701 $62 $(1,919) $(8,404) $6,814
Net income - - - 1,735 - - 1,735
Other comprehensive income (loss) - - - - 26 - 26
Share-based compensation and other - - 22 - - - 22
At August 31, 2024 $13 $361 $16,723 $1,798 $(1,894) $(8,404) $8,597
Nine Months Ended
Common Ordinary Additional Retained AOCI Treasury Total shareholders' equity
stock shares paid-in earnings stock
capital
At November 30, 2024 $13 $361 $17,155 $2,101 $(1,975) $(8,404) $9,251
Net income - - - 2,338 - - 2,338
Other comprehensive income (loss) - - - - 260 - 260
Issuance of treasury shares for vested share-based awards - - - (44) - 44 -
Share-based compensation and other - - 83 - - (5) 79
At August 31, 2025 $13 $361 $17,238 $4,395 $(1,715) $(8,364) $11,928
At November 30, 2023 $12 $361 $16,712 $185 $(1,939) $(8,449) $6,882
Net income - - - 1,613 - - 1,613
Other comprehensive income (loss) - - - - 45 - 45
Issuance of treasury shares for vested share-based awards - - (47) - - 47 -
Share-based compensation and other - - 59 - - (2) 57
At August 31, 2024 $13 $361 $16,723 $1,798 $(1,894) $(8,404) $8,597
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 accounting principles
generally accepted in the United States of America 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 2024 joint Annual Report on
Form 10-K ("Form 10-K") filed with the U.S. Securities and Exchange Commission
("SEC") on January 27, 2025.
For 2024, we reclassified $33 million from other to greenhouse gas regulatory
expense and $43 million from other to advances to affiliates in the
Consolidated Statements of Cash Flows to conform to the current year
presentation.
Brand Realignment
In March 2025, we sunset the P&O Cruises (Australia) brand and folded its
operations into Carnival Cruise Line.
Accounting Pronouncements
In November 2023, the FASB issued guidance, Segment Reporting - Improvements
to Reportable Segment Disclosures. This guidance requires annual and interim
disclosure of significant segment expenses that are provided to the chief
operating decision maker ("CODM") as well as interim disclosures for all
reportable segments' measure of profit or loss and assets. This guidance also
requires disclosure of the title and position of the CODM and an explanation
of how the CODM uses the reported measure of segment profit or loss in
assessing segment performance and deciding how to allocate resources. This
guidance is effective for us for annual periods beginning in 2025 and interim
periods beginning in 2026. While this guidance will not have an effect on our
Consolidated Statements of Income (Loss) or Consolidated Balance Sheets, it
will affect certain segment reporting disclosures.
In December 2023, the 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 in 2026. We are currently evaluating the impact this
guidance will have on our consolidated financial statements.
In November 2024, the FASB issued guidance, Debt - Debt with Conversion and
Other Options - Induced Conversions of Convertible Debt Instruments. This
guidance clarifies the requirements for determining whether certain
settlements of convertible debt instruments should be accounted for as induced
conversions or extinguishments. This guidance is required to be adopted by us
in 2027. We are currently evaluating the impact this guidance will 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 in 2028. We are currently evaluating
the impact this guidance will 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
2027. We are currently evaluating the impact this guidance will 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, and 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
transportation expenses at the time of revenue recognition. The cost of
prepaid air and other transportation expenses at August 31, 2025 and November
30, 2024 were $206 million and $219 million. 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.
Customer Deposits
Our payment terms generally require an initial deposit to confirm a
reservation, with the balance due prior to the commencement of the voyage.
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 $7.1 billion as of August 31, 2025 and $6.8 billion as of
November 30, 2024. During the nine months ended August 31, 2025 and 2024, we
recognized revenues of $5.8 billion and $5.1 billion related to our customer
deposits as of November 30, 2024 and 2023. 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 $339 million as of August 31, 2025 and
$336 million as of November 30, 2024.
NOTE 3 - Debt
August 31, November 30,
(in millions) Maturity Rate (a) 2025 2024
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
Loans
Floating rate (b) Aug 2027 - Oct 2028 SOFR + 2.00% (c) - 2,449
Total Secured Subsidiary Guaranteed 3,098 5,547
Senior Priority Subsidiary Guaranteed
Notes (b) May 2028 10.38% - 2,030
Unsecured Subsidiary Guaranteed
Notes
Notes (b) Mar 2026 7.63% - 1,351
Notes (b) Mar 2027 5.75% - 2,722
Convertible Notes Dec 2027 5.75% 1,131 1,131
Notes May 2029 6.00% 2,000 2,000
EUR Notes Jan 2030 5.75% 584 528
Notes Mar 2030 5.75% 1,000 -
Notes (b) Jun 2030 10.50% - 1,000
Notes Jun 2031 5.88% 1,000 -
EUR Notes Jul 2031 4.13% 1,168 -
Notes Aug 2032 5.75% 3,000 -
Notes Feb 2033 6.13% 2,000 -
Loans
EUR floating rate (d) Apr 2025 EURIBOR + 3.25% - 211
Floating rate Aug 2027 SOFR + 1.13% 400 -
Export Credit Facilities
Floating rate Dec 2031 SOFR + 1.20% (e) 446 514
Fixed rate Aug 2027 - Dec 2032 2.42 - 3.38% 2,097 2,370
EUR floating rate Oct 2026 - Nov 2034 EURIBOR + 0.55 - 0.80% 2,574 2,590
EUR fixed rate Feb 2031 - Sep 2037 1.05 - 4.00% 5,439 5,386
Total Unsecured Subsidiary Guaranteed 22,839 19,803
Unsecured (No Subsidiary Guarantee)
Notes
Notes Jan 2028 6.65% 200 200
EUR Notes Oct 2029 1.00% 701 633
Loans
EUR floating rate (d) Apr 2029 EURIBOR + 1.95% 351 -
Total Unsecured (No Subsidiary Guarantee) 1,252 833
Total Debt 27,188 28,213
Less: unamortized debt issuance costs and discounts (707) (738)
Total Debt, net of unamortized debt issuance costs and discounts 26,481 27,475
Less: current portion of long-term debt (1,417) (1,538)
Long-Term Debt $25,064 $25,936
(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 "Debt Prepayments" below.
(c) As part of the repricing of our senior secured term loans, we amended
the loans' margin from 2.75% to 2.00%. See "Repricing of Senior Secured Term
Loans" below.
(d) In April 2025, the euro floating rate loan agreement was amended to
increase the principal amount by $112 million, extend its maturity from April
2025 to April 2029, amend the loan's margin from 3.25% to 1.95% and remove the
subsidiary guarantee.
(e) Includes applicable credit adjustment spread.
As of August 31, 2025, all of our outstanding debt is issued or guaranteed by
substantially the same entities with the exception of the $1.1 billion of
export credit facilities of Sun Princess Limited and Sun Princess II Limited
("Sun Princess II"), which do not guarantee our other outstanding debt.
As of August 31, 2025, the scheduled maturities of our debt are as follows:
(in millions)
Year Principal Payments
Remainder of 2025 $261
2026 1,426
2027 1,959
2028 5,034
2029 4,832
Thereafter 13,675
Total $27,188
Revolving Facility
In June 2025, Carnival Corporation and Carnival plc entered into a
$4.5 billion unsecured multi-currency revolving credit facility ("Revolving
Facility"). The Revolving Facility replaced the $1.9 billion, €0.9 billion
and £0.1 billion multi-currency revolving credit facility of Carnival
Holdings (Bermuda) II Limited, a subsidiary of Carnival Corporation. The
Revolving Facility contains an accordion feature allowing up to $1.0 billion
of additional revolving commitments. We may borrow or utilize available
amounts under the Revolving Facility through its maturity in June 2030,
subject to the satisfaction of the conditions in the facility.
Borrowings under the Revolving Facility bear interest at a rate of term SOFR,
EURIBOR, or daily compounding SONIA, as applicable, plus a margin based on the
credit ratings of Carnival Corporation. In addition, we are required to pay
certain fees on the aggregate commitments under the Revolving Facility.
As of August 31, 2025 we had $4.5 billion available for borrowings under the
Revolving Facility.
Repricing of Senior Secured Term Loans
In January 2025, we entered into amendments with the lender syndicate to
reprice the outstanding principal amounts of our first-priority senior secured
term loan facility maturing in 2027 and our first-priority senior secured term
loan facility maturing in 2028 ("Repriced Loans"), which were included within
the total Secured Subsidiary Guaranteed Loans balance in the debt table above.
In July 2025, the Repriced Loans were prepaid.
Debt Issuances and Borrowings
During 2025, we issued the following senior unsecured notes:
• $1.0 billion of 5.75% senior unsecured notes due 2030
• $1.0 billion of 5.88% senior unsecured notes due 2031
• $1.2 billion of 4.13% senior unsecured euro notes due 2031
• $3.0 billion of 5.75% senior unsecured notes due 2032
• $2.0 billion of 6.13% senior unsecured notes due 2033
Additionally, we borrowed $0.4 billion under an unsecured term loan facility
maturing in 2027. The term loan bears interest at a rate per annum equal to
SOFR plus 1.13%.
Debt Prepayments
During 2025, we used proceeds from debt issuances and borrowings, together
with cash on hand, to prepay the following debt instruments:
• First-priority senior secured term loan facilities maturing in
2027 and 2028
• 10.50% senior unsecured notes due 2030
• 10.38% senior priority notes due 2028
• 7.63% senior unsecured notes due 2026
• 5.75% senior unsecured notes due 2027
The aggregate amount of these prepayments was $9.6 billion.
Debt Extinguishment and Modification Costs
During the three and nine months ended August 31, 2025, we recognized a total
of $111 million and $366 million of debt extinguishment and modification
costs, including $45 million and $241 million of premium paid on redemption,
within our Consolidated Statements of Income (Loss) as a result of the above
transactions.
Export Credit Facility Borrowings
Our export credit facilities are due in semi-annual installments through 2037.
As of August 31, 2025, we had $8.7 billion of undrawn export credit
facilities to fund ship deliveries planned through 2033. As of August 31,
2025, the net book value of our ships subject to negative pledges pursuant to
export credit facilities was $18.2 billion. In September 2025, Sun Princess
II borrowed $0.8 billion under an export credit facility due in semi-annual
installments through 2037.
Collateral Pool
As of August 31, 2025, the net book value of our ships and ship improvements,
excluding ships under construction, is $39.7 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 $22.7 billion, including
$21.0 billion related to ships and certain assets related to those ships as
of August 31, 2025) and certain other assets.
Convertible Notes
In September 2025, we issued a notice of redemption for the entire outstanding
principal amount of the 5.75% convertible senior notes due 2027, to be
redeemed on December 5th, 2025.
Covenant Compliance
As of August 31, 2025, 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 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing
dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026
testing date onwards and as applicable through their respective maturity dates
• For our unsecured euro floating rate loan and export credit
facilities, 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%
• For our export credit facilities, maintain minimum liquidity of
$1.5 billion
• Limit the amounts of our secured assets as well as secured and
other indebtedness
At August 31, 2025, 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 11(th) 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. Following resolution of that petition, the case will
be remanded to the District Court for further proceedings. We believe the
ultimate outcome of this matter will not have a material impact on our
consolidated financial statements.
As of August 31, 2025, 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 penalties and settlements paid in connection 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.
Under the European Union Treaty, certain economic benefits that are provided
to us under Italian law are subject to approval on a periodic basis by the
European Commission. In May 2025, these economic benefits were approved
through December 31, 2033.
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.
Ship Commitments
As of August 31, 2025, our new ship growth capital commitments were
$0.9 billion for the remainder of 2025 and $0.5 billion, $1.6 billion,
$1.5 billion, $1.8 billion and $6.5 billion for the years ending November
30, 2026, 2027, 2028, 2029 and thereafter.
NOTE 5 - Fair Value Measurements, Derivative Instruments and Hedging
Activities 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:
• 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.
• 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.
• 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
August 31, 2025 November 30, 2024
Carrying Fair Value Carrying Fair Value
Value Value
(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Liabilities
Fixed rate debt (a) $23,418 $- $24,856 $- $22,449 $- $23,241 $-
Floating rate debt (a) 3,770 - 3,742 - 5,764 - 5,685 -
Total $27,188 $- $28,598 $- $28,213 $- $28,927 $-
(a) The debt amounts above do not include the impact of interest rate
swaps or 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
August 31, 2025 November 30, 2024
(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Assets
Cash equivalents (a) $1,307 $- $- $404 $- $-
Derivative financial instruments - - - - 2 -
Total $1,307 $- $- $404 $2 $-
Liabilities
Derivative financial instruments $- $- $- $- $4 $-
Total $- $- $- $- $4 $-
(a) Consists of money market funds and cash investments with original
maturities of less than 90 days.
Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring
Basis
Valuation of Goodwill and Trademarks
As of July 31, 2025, we performed our annual impairment reviews and determined
there was no impairment for goodwill or trademarks.
As of August 31, 2025 and November 30, 2024, goodwill for our North America
segment was $579 million.
Trademarks
(in millions) North America Europe Total
Segment Segment
November 30, 2024 $927 $234 $1,161
Exchange movements - 19 19
August 31, 2025 $927 $252 $1,180
Derivative Instruments and Hedging Activities
(in millions) Balance Sheet Location August 31, 2025 November 30, 2024
Derivative assets
Derivatives designated as hedging instruments
Interest rate swaps (a) Prepaid expenses and other $- $2
Total derivative assets $- $2
Derivative liabilities
Derivatives designated as hedging instruments
Interest rate swaps (a) Other long-term liabilities $- $4
Total derivative liabilities $- $4
(a) As of November 30, 2024, we had interest rate swaps whereby we receive
floating interest rate payments in exchange for making fixed interest rate
payments. The SOFR-based interest rate swap agreements were designated as cash
flow hedges and effectively changed $1.0 billion of SOFR-based floating rate
debt to fixed rate debt. The SOFR-based interest rate swaps were terminated in
July 2025. The EURIBOR-based interest rate swap was not designated as a cash
flow hedge and effectively changed $11 million of EURIBOR-based floating rate
euro debt to fixed rate euro debt. The EURIBOR-based interest rate swap
matured in March 2025.
The effect of our derivatives qualifying and designated as hedging instruments
recognized in other comprehensive income (loss) and in net income was as
follows:
Three Months Ended Nine Months Ended
August 31, August 31,
(in millions) 2025 2024 2025 2024
Gains (losses) recognized in AOCI:
Interest rate swaps - cash flow hedges $- $(33) $(1) $(1)
(Gains) losses reclassified from AOCI - cash flow hedges:
Interest rate swaps - Interest expense, net of capitalized interest $21 $(5) $25 $(25)
Foreign currency zero cost collars - Depreciation and amortization $- $- $3 $(1)
Gains (losses) recognized on derivative instruments (amount excluded from
effectiveness testing - net investment hedges)
Cross currency swaps - Interest expense, net of capitalized interest $- $- $- $2
The amount of gains and losses on derivatives not designated as hedging
instruments recognized in earnings during the three and nine months ended
August 31, 2025 and estimated cash flow hedges' unrealized gains and losses
that are expected to be reclassified to earnings in the next twelve months are
not material.
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 August 31,
2025, our newbuild currency exchange rate risk relates to euro-denominated
newbuild contract payments for non-euro functional currency brands. The cost
of shipbuilding orders that we may place in the future that are denominated in
a different currency than our cruise brands' functional currency 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 brands 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:
• Conducting business with well-established financial
institutions, insurance companies and export credit agencies
• Diversifying our counterparties
• Having guidelines regarding credit ratings and investment
maturities that we follow to help safeguard liquidity and minimize risk
• 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 and 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, 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 brands. Our Tour and Other segment represents the
hotel and transportation operations of Holland America Princess Alaska Tours
and other operations.
Three Months Ended August 31,
(in millions) Revenues Operating Selling Depreciation Operating
expenses and and income (loss)
administrative amortization
2025
North America (a) $5,348 $2,935 $436 $461 $1,515
Europe 2,551 1,301 244 196 810
Cruise Support 74 52 94 53 (125)
Tour and Other 179 97 4 7 71
$8,153 $4,385 $779 $717 $2,271
2024
North America (a) $5,322 $3,000 $455 $424 $1,442
Europe 2,331 1,166 223 173 770
Cruise Support 62 37 81 48 (104)
Tour and Other 181 100 5 6 70
$7,896 $4,303 $763 $651 $2,178
Nine Months Ended August 31,
(in millions) Revenues Operating Selling Depreciation Operating
expenses and and income (loss)
administrative amortization
2025
North America (a) $13,469 $7,971 $1,430 $1,345 $2,723
Europe 6,392 3,779 743 552 1,318
Cruise Support 219 143 257 148 (328)
Tour and Other 212 144 13 19 36
$20,292 $12,037 $2,442 $2,064 $3,748
2024
North America (a) $12,880 $7,983 $1,421 $1,237 $2,239
Europe 5,797 3,552 687 501 1,058
Cruise Support 184 112 243 142 (313)
Tour and Other 222 159 15 18 30
$19,083 $11,805 $2,366 $1,898 $3,013
(a) In 2025, we renamed the North America and Australia segment to the
North America segment.
Revenue by geographic areas, which are based on where our guests are sourced,
were as follows:
Three Months Ended Nine Months Ended
August 31, August 31,
(in millions) 2025 2024 2025 2024
North America $5,000 $4,975 $12,242 $11,638
Europe 2,609 2,406 6,200 5,605
Australia 313 288 1,048 1,069
Other 231 226 801 771
$8,153 $7,896 $20,292 $19,083
NOTE 7 - Earnings Per Share
Three Months Ended Nine Months Ended
August 31, August 31,
(in millions, except per share data) 2025 2024 2025 2024
Net income $1,852 $1,735 $2,338 $1,613
Interest expense on dilutive Convertible Notes 18 25 53 73
Net income for diluted earnings per share $1,870 $1,760 $2,391 $1,686
Weighted-average shares outstanding 1,313 1,267 1,311 1,266
Dilutive effect of equity awards 5 5 5 5
Dilutive effect of Convertible Notes 84 127 84 127
Diluted weighted-average shares outstanding 1,402 1,399 1,401 1,398
Basic earnings per share $1.41 $1.37 $1.78 $1.27
Diluted earnings per share $1.33 $1.26 $1.71 $1.21
NOTE 8 - Supplemental Cash Flow Information
(in millions) August 31, 2025 November 30, 2024
Cash and cash equivalents (Consolidated Balance Sheets) $1,763 $1,210
Restricted cash (included in prepaid expenses and other and other assets) 29 21
Total cash, cash equivalents and restricted cash (Consolidated Statements $1,792 $1,231
of Cash Flows)
In June 2025, emission allowances and obligations of $46 million were
surrendered and derecognized based on the first-in, first out method, and were
non-cash activities.
NOTE 9 - Property and Equipment
Ship Sales
During 2025, we completed the sales of one North America segment ship and one
Europe segment ship, which represents a passenger-capacity reduction of 460
berths for our North America segment and 2,700 berths for our Europe segment.
We will continue to operate the North America segment ship through May 2026
and the Europe segment ship through September 2026 under bareboat charter
agreements.
NOTE 10 - Equity Method Investments
In June 2025, we sold one-third of our interest in Grand Bahama Shipyard Ltd.
and Floating Docks S. de RL. The sale did not have a material impact on our
consolidated financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
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 statements concerning future
results, operations, strategy, 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.
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. These factors include, but are not limited
to, the following:
• Events and conditions around the world, including geopolitical
uncertainty, war and other military actions, pandemics, inflation, higher fuel
prices, higher interest rates and other general concerns impacting the ability
or desire of people to travel could lead to a decline in demand for cruises as
well as have significant negative impacts on our financial condition and
operations.
• Incidents concerning our ships, guests or the cruise industry
may negatively 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-money laundering, anti-corruption,
economic sanctions, trade protection, labor and employment, and tax may be
costly and lead to litigation, enforcement actions, fines, penalties and
reputational damage.
• Factors associated with climate change, including evolving and
increasing regulations, increasing concerns about climate change and the shift
in climate conscious consumerism and stakeholder scrutiny, and increasing
frequency and/or severity of adverse weather conditions could have a material
impact on our business.
• Inability to meet or achieve our targets, goals, aspirations,
initiatives, and our public statements and disclosures regarding them,
including those related to sustainability matters, may expose us to risks that
may adversely impact our business.
• Cybersecurity incidents and data privacy breaches, 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 have adversely impacted and may in the future materially adversely
impact our business operations, the satisfaction of our guests and crew and
may lead to fines, penalties and reputational damage.
• The loss of key team members, our inability to recruit or retain
qualified shoreside and shipboard team members 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.
• We rely on suppliers who are integral to the operations of our
businesses. These suppliers and service providers may be unable to deliver on
their commitments, which could negatively 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 negatively impact 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.
• We require a significant amount of cash to service our debt and
sustain our operations. Our ability to generate cash depends on many factors,
including those beyond our control, and we may not be able to generate cash
required to service our debt and sustain our operations.
• Our debt could adversely affect our financial health and
operating flexibility.
The ordering of the risk factors set forth above is not intended to reflect
our indication of priority or likelihood. There may be additional risks that
we consider immaterial or which are unknown.
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- and climate-related statements may be based on
standards and tools for measuring progress that are still developing, internal
controls and processes that continue to evolve, and assumptions and
predictions that are subject to change in the future and may not be generally
shared.
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 "Item 7.
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. 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. Our results are also
impacted by ships being taken out-of-service for planned maintenance, which we
schedule during non-peak seasons. In addition, substantially all of Holland
America Princess Alaska Tours' revenue and operating income is generated from
May through September in conjunction with Alaska's cruise season.
Known Trends and Uncertainties
• We believe the volatility in the cost of fuel is reasonably
likely to impact our profitability in both the short and long-term.
• We believe the increasing focus on the reduction of greenhouse
gas emissions and new and evolving related regulatory requirements, are
reasonably likely to have a material negative impact on our future financial
results. We became subject to the EU Emissions Trading System ("ETS") on
January 1, 2024, which includes a three-year phase-in period. The impact of
this regulation in 2024 was $46 million, which represented costs associated
with 40% of emissions under the ETS operational scope. In 2025, 70% of
emissions under the ETS scope will be impacted, and in 2026, all in scope
emissions will be impacted.
Statistical Information
Three Months Ended Nine Months Ended
August 31, August 31,
2025 2024 2025 2024
Passenger Cruise Days ("PCDs") (in millions) (a) 27.5 28.1 77.1 76.0
Available Lower Berth Days ("ALBDs") (in millions) (b) (c) 24.6 25.2 72.3 71.7
Occupancy percentage (d) 112% 112% 107% 106%
Passengers carried (in millions) 3.8 3.9 10.3 10.3
Fuel consumption in metric tons (in millions) 0.7 0.7 2.1 2.2
Fuel consumption in metric tons per thousand ALBDs 28.0 29.5 29.4 31.0
Fuel cost per metric ton consumed (excluding European Union Allowance ("EU $607 $670 $621 $680
Allowances"))
Currencies (USD to 1)
AUD $0.65 $0.67 $0.64 $0.66
CAD $0.73 $0.73 $0.71 $0.74
EUR $1.16 $1.09 $1.10 $1.08
GBP $1.35 $1.28 $1.30 $1.27
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) For the three months ended August 31, 2025 compared to the three
months ended August 31, 2024, we had a 2.5% capacity decrease in ALBDs
comprised of a 3.1% capacity decrease in our North America segment and a 1.5%
capacity decrease in our Europe segment.
Our North America segment's capacity decrease was driven by the following:
• Seabourn 460-passenger capacity ship that left the fleet in
September 2024
• P&O Cruises (Australia) 2,000-passenger capacity ship that
left the fleet in February 2025
Our Europe segment's capacity decrease was driven by fewer ship operating days
in 2025 compared to 2024.
For the nine months ended August 31, 2025 compared to the nine months ended
August 31, 2024, we had a 0.9% capacity increase in ALBDs comprised of a 0.8%
capacity increase in our North America segment and a 1.2% capacity increase in
our Europe segment.
Our North America segment's capacity increase was caused by the following:
• Carnival Cruise Line 5,360-passenger capacity ship that entered
into service in December 2023
• Princess Cruises 4,310-passenger capacity ship that entered into
service in February 2024
• Carnival Cruise Line 4,130-passenger capacity ship that was
transferred from Costa Cruises and entered into service in April 2024
Our North America segment's capacity increase was partially offset by:
• Seabourn 460-passenger capacity ship that left the fleet in
September 2024
• P&O Cruises (Australia) 2,000-passenger capacity ship that
left the fleet in February 2025
Our Europe segment's capacity increase was caused by:
• Cunard 2,960-passenger capacity ship that entered into service
in May 2024
• Nonrecurrence of the Red Sea rerouting without guests
The increase in our Europe segment's capacity was partially offset by a Costa
Cruises 4,240-passenger capacity ship that transferred to Carnival Cruise Line
in February 2024.
(d) Occupancy, in accordance with cruise industry practice, is calculated
using a numerator of PCDs and 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.
Three Months Ended August 31, 2025 ("2025") Compared to Three Months Ended
August 31, 2024 ("2024")
Revenues
Consolidated
Passenger ticket revenues made up 67% of our 2025 total revenues. Passenger
ticket revenues increased by $191 million, or 3.6%, to $5.4 billion in 2025
from $5.2 billion in 2024.
This increase was caused by:
• $215 million - higher ticket prices driven by continued strength
in demand
• $115 million - net favorable foreign currency translation impact
These increases were partially offset by:
• $132 million - 2.5% capacity decrease in ALBDs
• $31 million - decrease in air transportation revenue
The remaining 33% of 2025 total revenues were comprised of onboard and other
revenues, which increased by $66 million, or 2.5%, and were $2.7 billion in
2025 and 2024.
This increase was caused by:
• $90 million - higher onboard spending by our guests
• $33 million - net favorable foreign currency translation impact
These increases were partially offset by a 2.5% capacity decrease in ALBDs,
representing $65 million.
North America Segment
Passenger ticket revenues made up 65% of our North America segment's 2025
total revenues. Passenger ticket revenues increased by $15 million, or 0.4%,
to $3.5 billion in 2025 from $3.4 billion in 2024.
This increase was caused by $156 million of higher ticket prices driven by
continued strength in demand.
This increase was partially offset by:
• $105 million - 3.1% capacity decrease in ALBDs
• $31 million - decrease in air transportation revenue
The remaining 35% of our North America segment's 2025 total revenues were
comprised of onboard and other revenues, which increased by $12 million, or
0.6%, and were $1.9 billion in 2025 and 2024. This increase was caused by $74
million of higher onboard spending by our guests, partially offset by a 3.1%
capacity decrease in ALBDs, representing $57 million.
Europe Segment
Passenger ticket revenues made up 78% of our Europe segment's 2025 total
revenues. Passenger ticket revenues increased by $166 million, or 9.1%, to
$2.0 billion in 2025 from $1.8 billion in 2024.
This increase was caused by:
• $115 million - net favorable foreign currency translation
• $59 million - higher ticket prices driven by continued strength
in demand
• $21 million - 1.3 percentage point increase in occupancy
These increases were partially offset by a 1.5% capacity decrease in ALBDs,
representing $27 million.
The remaining 22% of our Europe segment's 2025 total revenues were comprised
of onboard and other revenues, which increased by $54 million, or 11%, to $569
million in 2025 from $515 million in 2024.
This increase was driven by:
• $33 million - net favorable foreign currency translation impact
• $16 million - higher onboard spending by our guests
Operating Expenses
Consolidated
Operating expenses increased by $82 million, or 1.9%, to $4.4 billion in 2025
from $4.3 billion in 2024.
This increase was caused by:
• $67 million - net unfavorable foreign currency translation
• $31 million - higher onboard and other cost of sales driven by
higher onboard spending by our guests
• $29 million - higher cruise payroll and related expenses
• $29 million - higher port expenses
• $24 million - higher commissions, transportation costs, and
other expenses driven by increased ticket pricing
• $23 million - nonrecurrence of a change in pension valuation in
2024
These increases were partially offset by:
• $109 million - 2.5% capacity decrease in ALBDs
• $26 million - lower fuel prices including the impact of the cost
of EU allowances
• $26 million - lower fuel consumption per ALBD
Selling and administrative expenses increased by $16 million, or 2.1%, to $779
million in 2025 from $763 million in 2024.
Depreciation and amortization expenses increased by $66 million, or 10%, to
$717 million in 2025 from $651 million in 2024. This increase was driven by
fleet enhancements.
North America Segment
Operating expenses decreased by $65 million, or 2.2%, to $2.9 billion in 2025
from $3.0 billion in 2024.
This decrease was caused by:
• $92 million - 3.1% capacity decrease in ALBDs
• $28 million - lower fuel prices including the impact of the cost
of EU allowances
These decreases were partially offset by $23 million of higher cruise payroll
and related expenses.
Selling and administrative expenses decreased by $19 million, or 4.2%, to $436
million in 2025 from $455 million in 2024.
Depreciation and amortization expenses increased by $37 million, or 8.8%, to
$461 million in 2025 from $424 million in 2024.
Europe Segment
Operating expenses increased by $135 million, or 12%, to $1.3 billion in 2025
from $1.2 billion in 2024.
This increase was driven by:
• $67 million - net unfavorable foreign currency translation
• $23 million - nonrecurrence of a change in pension valuation in
2024
• $21 million - higher commissions, transportation costs, and
other expenses driven by increased ticket pricing
Selling and administrative expenses increased by $22 million, or 9.8%, to $244
million in 2025 from $223 million in 2024.
Depreciation and amortization expenses increased by $24 million, or 14%, to
$196 million in 2025 from $173 million in 2024. This increase was driven by
fleet enhancements.
Operating Income
Our consolidated operating income increased by $94 million to $2.3 billion in
2025 from $2.2 billion in 2024. Our North America segment's operating income
increased by $73 million to $1.5 billion in 2025 from $1.4 billion in 2024,
and our Europe segment's operating income increased by $40 million to $810
million in 2025 from $770 million in 2024. These changes were primarily due to
the reasons discussed above.
Nonoperating Income (Expense)
Interest expense, net of capitalized interest decreased by $114 million, or
27%, to $317 million in 2025 from $431 million in 2024. The decrease was
substantially all due to a decrease in total debt, lower average interest
rates and increased capitalized interest.
Debt extinguishment and modification costs increased by $98 million to $111
million in 2025 from $13 million in 2024 as a result of debt transactions
occurring during the respective periods.
Nine Months Ended August 31, 2025 ("2025") Compared to Nine Months Ended
August 31, 2024 ("2024")
Revenues
Consolidated
Passenger ticket revenues made up 66% of our 2025 total revenues. Passenger
ticket revenues increased by $757 million, or 6.0%, to $13.4 billion in 2025
from $12.6 billion in 2024.
This increase was caused by:
• $494 million - higher ticket prices driven by continued strength
in demand
• $118 million - 0.9% capacity increase in ALBDs
• $116 million - net favorable foreign currency translation impact
• $65 million - 0.5 percentage point increase in occupancy
These increases were partially offset by a decrease of $59 million in air
transportation revenue.
The remaining 34% of 2025 total revenues were comprised of onboard and other
revenues, which increased by $452 million, or 7.0%, to $6.9 billion in 2025
from $6.5 billion in 2024.
This increase was driven by:
• $334 million - higher onboard spending by our guests
• $53 million - 0.9% capacity increase in ALBDs
North America Segment
Passenger ticket revenues made up 63% of our North America segment's 2025
total revenues. Passenger ticket revenues increased by $283 million, or 3.5%,
to $8.5 billion in 2025 from $8.2 billion in 2024.
This increase was caused by:
• $273 million - higher ticket prices driven by continued strength
in demand
• $65 million - 0.8% capacity increase in ALBDs
These increases were partially offset by a decrease of $65 million in air
transportation revenue.
The remaining 37% of our North America segment's 2025 total revenues were
comprised of onboard and other revenues, which increased by $306 million, or
6.5%, to $5.0 billion in 2025 from $4.7 billion in 2024.
This increase was driven by:
• $267 million - higher onboard spending by our guests
• $38 million - 0.8% capacity increase in ALBDs
Europe Segment
Passenger ticket revenues made up 77% of our Europe segment's 2025 total
revenues. Passenger ticket revenues increased by $452 million, or 10%, to
$4.9 billion in 2025 from $4.5 billion in 2024.
This increase was driven by:
• $221 million - higher ticket prices driven by continued strength
in demand
• $121 million - net favorable foreign currency translation
• $55 million - 1.3 percentage point increase in occupancy
• $53 million - 1.2% capacity increase in ALBDs
The remaining 23% of our Europe segment's 2025 total revenues were comprised
of onboard and other revenues, which increased by $143 million, or 11%, to
$1.5 billion in 2025 from $1.3 billion in 2024.
This increase was driven by:
• $67 million - higher onboard spending by our guests
• $35 million - net favorable foreign currency translation impact
Operating Expenses
Consolidated
Operating expenses increased by $232 million, or 2.0%, to $12.0 billion in
2025 from $11.8 billion in 2024.
This increase was caused by:
• $105 million - 0.9% capacity increase in ALBDs
• $85 million - higher onboard and other cost of sales driven by
higher onboard spending by our guests
• $63 million - higher commissions, transportation costs, and
other expenses driven by increased ticket pricing and an increase in the
number of guests
• $60 million - higher repair and maintenance expenses (including
dry-dock expenses)
• $57 million - net unfavorable foreign currency translation
• $33 million - higher cruise payroll and related expenses
• $27 million - higher port expenses
These increases were partially offset by:
• $103 million - gains on the sales of one North America segment
ship and one Europe segment ship
• $94 million - lower fuel prices including the impact of the cost
of EU allowances
• $82 million - lower fuel consumption per ALBD
Selling and administrative expenses increased by $76 million, or 3.2%, and
were $2.4 billion in 2025 and 2024.
Depreciation and amortization expenses increased by $166 million, or 8.7%, to
$2.1 billion in 2025 from $1.9 billion in 2024.
North America Segment
Operating expenses decreased by $11 million, or 0.1%, and were $8.0 billion in
2025 and 2024.
This decrease was caused by:
• $84 million - lower fuel prices including the impact of the cost
of EU allowances
• $58 million - lower fuel consumption per ALBD
• $46 million - gain on sale of one ship
These decreases were partially offset by:
• $64 million - 0.8% capacity increase in ALBDs
• $48 million - higher onboard and other cost of sales driven by
higher onboard spending by our guests
Selling and administrative expenses increased by $8 million, or 0.6%, and were
$1.4 billion in 2025 and 2024.
Depreciation and amortization expenses increased by $108 million, or 8.8%, to
$1.3 billion in 2025 from $1.2 billion in 2024.
Europe Segment
Operating expenses increased by $227 million, or 6.4%, to $3.8 billion in 2025
from $3.6 billion in 2024.
This increase was caused by:
• $61 million - net unfavorable foreign currency translation
• $49 million - higher commissions, transportation costs, and
other expenses driven by increased ticket pricing and an increase in the
number of guests
• $42 million - 1.2% capacity increase in ALBDs
• $38 million - higher repair and maintenance expenses (including
dry-dock expenses)
• $38 million - higher onboard and other cost of sales driven by
higher onboard spending by our guests
These increases were partially offset by a $57 million gain on sale of one
ship.
Selling and administrative expenses increased by $56 million, or 8.2%, to $743
million in 2025 from $687 million in 2024.
Depreciation and amortization expenses increased by $51 million, or 10%, to
$552 million in 2025 from $501 million in 2024. This increase was driven by
fleet enhancements and increases in capacity.
Operating Income
Our consolidated operating income increased by $735 million to $3.7 billion in
2025 from $3.0 billion in 2024. Our North America segment's operating income
increased by $484 million to $2.7 billion in 2025 from $2.2 billion in 2024,
and our Europe segment's operating income increased by $260 million to $1.3
billion in 2025 from $1.1 billion in 2024. These changes were primarily due to
the reasons discussed above.
Nonoperating Income (Expense)
Interest expense, net of capitalized interest decreased by $317 million, or
23%, to $1.0 billion in 2025 from $1.4 billion in 2024. The decrease was
substantially all due to a decrease in total debt, lower average interest
rates and increased capitalized interest.
Debt extinguishment and modification costs increased by $288 million to $366
million in 2025 from $78 million in 2024 as a result of debt transactions
occurring during the respective periods.
Liquidity, Financial Condition and Capital Resources
As of August 31, 2025, we had $6.3 billion of liquidity including
$1.8 billion of cash and cash equivalents and $4.5 billion available for
borrowing under the Revolving Facility. In addition, we had $8.7 billion of
undrawn export credit facilities to fund ship deliveries planned through 2033.
Refer to Note 3 - "Debt" of the consolidated financial statements and Funding
Sources below for additional details.
We had a working capital deficit of $7.6 billion as of August 31, 2025
compared to a working capital deficit of $8.2 billion as of November 30,
2024. The decrease in working capital deficit was caused by an increase in
cash and cash equivalents and decreases in accrued liabilities and other and
current portion of long-term debt, partially offset by an increase in customer
deposits. 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 on our balance sheet 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 $6.7 billion and
$6.4 billion of current customer deposits as of August 31, 2025 and November
30, 2024. 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. In addition, we
have a relatively low level of accounts receivable and limited investment in
inventories.
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.
Sources and Uses of Cash
Operating Activities
Our business provided $4.7 billion of net cash flows from operating activities
during the nine months ended August 31, 2025, a decrease of $0.3 billion,
compared to $5.0 billion provided for the same period in 2024. This was
driven by the nonrecurrence of cash provided by the release of $0.8 billion in
credit card reserves in 2024 (included in the change in prepaid expenses and
other assets), partially offset by an increase in net income compared to the
same period in 2024.
Investing Activities
During the nine months ended August 31, 2025, net cash used in investing
activities of $1.8 billion was caused by:
• Capital expenditures of $2.1 billion primarily attributable to
ship improvements and development of our portfolio of exclusive destinations
• Proceeds of $312 million substantially all from the sales of one
North America segment ship and one Europe segment ship
• Advances of $90 million made to Floating Docks S. de RL
During the nine months ended August 31, 2024, net cash used in investing
activities was $4.0 billion. This was caused by capital expenditures of
$4.0 billion primarily attributable to the delivery of two North America
segment ships and one Europe segment ship.
Financing Activities
During the nine months ended August 31, 2025, net cash used in financing
activities of $2.4 billion was caused by:
• Repayments of $10.7 billion of long-term debt
• Debt issuance costs of $68 million
• Debt extinguishment costs of $242 million
• Issuances of $8.6 billion of long-term debt
During the nine months ended August 31, 2024, net cash used in financing
activities of $2.0 billion was driven by:
• Repayments of $4.8 billion of long-term debt
• Debt issuance costs of $122 million
• Debt extinguishment costs of $41 million
• Issuances of $3.0 billion of long-term debt
Funding Sources
We plan to use existing liquidity and future cash flows from operations to
fund our cash requirements including capital expenditures not funded by our
export credit facilities. We seek to manage our credit risk exposures,
including counterparty nonperformance associated with our cash and cash
equivalents, and future financing facilities by conducting business with
well-established financial institutions, and export credit agencies and
diversifying our counterparties.
(in billions) 2025 2026 2027 2028 2029 Thereafter
Future export credit facilities at August 31, 2025 $0.8 $- $1.4 $1.3 $1.7 $3.5
Our export credit facilities contain various financial covenants as described
in Note 3 - "Debt". At August 31, 2025, we were in compliance with the
applicable covenants under our debt agreements.
In September 2025, Sun Princess II borrowed $0.8 billion under an export
credit facility due in semi-annual installments through 2037.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
For a discussion of our hedging strategies and market risks, see the
discussion below and Note 10 - "Fair Value Measurements, Derivative
Instruments and Hedging Activities and Financial Risks" in our consolidated
financial statements and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" within our Form 10-K. There
have been no material changes to our exposure to market risks since the date
of our 2024 Form 10-K.
Interest Rate Risks
The composition of our debt was as follows:
August 31, 2025
Fixed rate 57%
EUR fixed rate 29%
Floating rate 3%
EUR floating rate 11%
Item 4. Controls and Procedures.
A. Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable
assurance that information required to be disclosed by us in the reports that
we file or submit under the Securities Exchange Act of 1934, is recorded,
processed, summarized and reported, within the time periods specified in the
U.S. Securities and Exchange Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us in our
reports that we file or submit under the Securities Exchange Act of 1934 is
accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar
functions, as appropriate, to allow timely decisions regarding required
disclosure.
Our Chief Executive Officer and our Chief Financial Officer and Chief
Accounting Officer have evaluated our disclosure controls and procedures and
have concluded, as of August 31, 2025, that they are effective to provide a
reasonable level of assurance, as described above.
B. Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting
during the quarter ended August 31, 2025 that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
To the extent disclosure is required by Part II. Item 1 of Form 10-Q, the
legal proceedings described in Note 4 - "Contingencies and Commitments" of our
consolidated financial statements, including those described under "Regulatory
or Governmental Inquiries and Investigations," are incorporated in this "Legal
Proceedings" section by reference. Additionally, SEC rules require disclosure
of certain environmental matters when a governmental authority is a party to
the proceedings and such proceedings involve potential monetary sanctions that
we believe will exceed $1 million for such proceedings.
Item 1A. Risk Factors.
The risk factors that affect our business and financial results are discussed
in "Item 1A. Risk Factors," included in the Form 10-K, and there has been no
material change to these risk factors since the Form 10-K filing. These risks
should be carefully considered, and could materially and adversely affect our
results, operations, outlooks, plans, goals, growth, reputation, cash flows,
liquidity, and stock price. Our business also could be affected by risks that
we are not presently aware of or that we currently consider immaterial to our
operations.
Item 5. Other Information.
Trading Plans
During the quarter ended August 31, 2025, no director or Section 16 officer
adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1
trading arrangements (in each case, as defined in Item 408(a) of Regulation
S-K).
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