REG - Carnival PLC - Final Results
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RNS Number : 5991Q Carnival PLC 27 January 2026
January 27, 2026
RELEASE OF CARNIVAL CORPORATION & PLC JOINT ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED NOVEMBER 30, 2025.
Carnival Corporation & plc announced its fourth quarter results of
operations in its earnings release issued on December 19, 2025. Carnival
Corporation & plc is hereby announcing that today it has filed its joint
Annual Report on Form 10-K ("Form 10-K") with the U.S. Securities and Exchange
Commission ("SEC") containing the Carnival Corporation & plc 2025 annual
consolidated financial statements, which reported results are unchanged from
those previously announced on December 19, 2025.
The information included in the Form 10-K (Schedule A) has been prepared in
accordance with SEC rules and regulations. The Carnival Corporation & plc
consolidated financial statements contained in the Form 10-K 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 consolidated
financial statements as of and for the year ended November 30, 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 consolidated financial statements.
MEDIA CONTACT INVESTOR RELATIONS CONTACT
Jody Venturoni Beth Roberts
001 469 797 6380 001 305 406 4832
The Form 10-K is available for viewing on the SEC website at www.sec.gov under
Carnival Corporation or Carnival plc or the Carnival Corporation & plc
website at www.carnivalcorp.com or www.carnivalplc.com. A copy of the Form
10-K 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.
Proposed resolution to purchase Carnival plc's own shares
Carnival Corporation & plc also announces that the Boards of Directors
approved a decision to submit to shareholders at the 2026 Annual Meetings of
Shareholders a proposal to seek a general authority for Carnival plc to make
market purchases of up to 10% of Carnival plc's ordinary shares in issue
(excluding treasury shares). If approved, the Boards of Directors would
exercise this authority only after careful consideration of prevailing market
conditions and the liquidity position of Carnival plc. The proposal will be
described in more detail in the Carnival Corporation & plc 2026 Notice of
Annual Meetings and Proxy Statement, which will be made available to
shareholders in February 2026 and posted on our website at
www.carnivalcorp.com
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and www.carnivalplc.com
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.
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
Market for Registrants' Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
A. Market Information
Carnival Corporation common stock, together with paired trust shares of
beneficial interest in the P&O Princess Special Voting Trust, which holds
a Special Voting Share of Carnival plc, is traded on the NYSE under the symbol
"CCL." Carnival plc ordinary shares trade on the London Stock Exchange under
the symbol "CCL." Carnival plc American Depositary Shares ("ADSs"), each one
of which represents one Carnival plc ordinary share, are traded on the NYSE
under the symbol "CUK." The depositary for the ADSs is JPMorgan Chase Bank,
N.A.
B. Holders
As of January 13, 2026, there were 2,164 holders of record of Carnival
Corporation common stock and 27,361 holders of record of Carnival plc ordinary
shares and 376 holders of record of Carnival plc ADSs.
C. Dividends
We did not pay or declare dividends on Carnival Corporation common stock or
Carnival plc ordinary shares for the year ended November 30, 2025.
In December 2025, the Boards of Directors approved the reinstatement of the
company's quarterly dividend and declared an initial $0.15 per share dividend
with a record date of February 13, 2026 and a payment date of February 27,
2026.
Holders of Carnival Corporation common stock and Carnival plc ADSs will
receive the dividend payable in U.S. dollars. The dividend for Carnival plc
ordinary shares will be payable in U.S. dollars or sterling. In the absence of
instructions or elections to the contrary, holders of Carnival plc ordinary
shares will automatically receive the dividend in sterling.
Dividends payable in sterling will be converted from U.S. dollars at the
exchange rate quoted by Bloomberg (BFIX) in London at 12 noon on February 17,
2026. Holders of Carnival plc ordinary shares wishing to receive their
dividend in U.S. dollars or participate in the Carnival plc Dividend
Reinvestment Plan must elect to do so by February 13, 2026.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
2025 Executive Overview
2025 was another strong year that exceeded expectations, setting new records
across our business and achieving more milestones, including:
• Record revenues of $26.6 billion
• All-time high operating income of $4.5 billion, up 25% compared
to the prior year
• Achieved the highest adjusted return on invested capital
("ROIC") in 19 years
• Record booking trends with continued strong close-in demand
throughout the year
• Ended 2025 with record year-end customer deposits, up nearly 7%
year over year
In 2025, we made significant progress strengthening our balance sheet. In
December 2025, we successfully completed our $19 billion refinancing plan in
less than a year and reduced total debt by over $10 billion since our peak in
January 2023. In addition, we surpassed our investment grade leverage metric
threshold. These accomplishments enabled us to reinstate our dividend,
reflecting both our confidence in the durability of our cash generation and
the improvements we have made to our balance sheet.
Looking forward, we are well-positioned to create even greater shareholder
value over time as we continue to reinvest in our future. This will be driven
by our focus on driving commercial excellence, disciplined newbuild strategy,
our expansion of return-generating ship enhancement initiatives across some of
our cruise lines and our exclusive destination development program.
We continue to strengthen our demand generating efforts to position ourselves
for success in 2026 and beyond. Our world-class cruise lines are refining
their focus on target markets, sharpening marketing messages and reaching
target consumers more efficiently. We are also enhancing our commercial
strategies by leveraging AI to improve marketing effectiveness, deliver
personalized experiences and drive efficiency gains across all our cruise
lines. Together, we believe these initiatives will increase same ship
revenues, drive margins and returns higher over time and help to close the
price-to-value gap we offer versus land-based alternatives.
In 2025, we opened our game-changing new exclusive destination, Celebration
Key, Grand Bahama, which has already hosted more than one million guests since
its July opening. We will continue to build on the success of Celebration Key
through planned expansions at some of our other Paradise Collection
properties, including RelaxAway, Half Moon Cay and Isla Tropicale (formerly
Mahogany Bay) in 2026. In addition, we recently announced the development of
Ensenada Bay Village - Treasures of Baja. This destination will showcase the
natural beauty of Baja California, Mexico through a blend of adventure,
culture and relaxation experiences while benefitting our west coast
deployments.
During 2025, we also continued making progress towards our sustainability
goals. We reached our 2030 goal ahead of schedule, cutting greenhouse gas
emissions intensity by over 20% relative to our 2019 baseline. Separately, our
Less Left Over strategy helped reduce food waste by over 47%, edging closer to
our 50% target set for 2030.
In addition, we continue to take actions that will strengthen our ability to
deliver long-term shareholder value. We recently announced that our Boards of
Directors recommends unifying our dual listed company under a single corporate
entity to streamline governance and reporting. This would also create a single
global share price, reduce administrative costs and is expected to increase
liquidity and weighting in major U.S. stock indexes.
Together in 2025, we delivered unforgettable happiness to over 13.5 million
people around the world by providing them with extraordinary cruise vacations
while honoring the integrity of every ocean we sail, place we visit and life
we touch. We are grateful for the efforts of our over 160,000 hard-working and
dedicated team members who delivered incredible results this year and have set
us up well for another step forward in 2026.
New Accounting Pronouncements
Refer to our consolidated financial statements for further information on
Accounting Pronouncements.
Critical Accounting Estimates
Our critical accounting estimates are those we believe require our most
significant judgments about the effect of matters that are inherently
uncertain. A discussion of our critical accounting estimates, the underlying
judgments and uncertainties used to make them and the likelihood that
materially different estimates would be reported under different conditions or
using different assumptions is as follows:
Ship Accounting
We make several critical accounting estimates with respect to our ship
accounting including ship improvement costs, estimated useful lives and
residual values.
We account for ship improvement costs, including replacements of certain
significant components and parts, by capitalizing those costs that we believe
add value to our ships and have a useful life greater than one year and
depreciating those improvements over their estimated remaining useful life.
The costs of repairs and maintenance, including those incurred when a ship is
taken out-of-service for scheduled maintenance, and minor improvement costs
and expenses, are charged to expense as incurred. If we change our assumptions
in making our determinations as to whether improvements to a ship add value,
the amounts we expense each year as repair and maintenance expense could
increase, which would be partially offset by a decrease in depreciation
expense, resulting from a reduction in capitalized costs.
In addition, the specifically identified or estimated cost and accumulated
depreciation of previously capitalized ship components are written-off upon
retirement, which may result in a loss on disposal that is also included in
other operating expenses. We do not have cost segregation studies performed to
specifically componentize our ships. In addition, since we do not separately
componentize our ships, we do not identify and track depreciation of original
ship components. Therefore, we typically estimate the net book value of
components that are retired, based primarily upon their replacement cost,
their age and their original estimated useful lives. Given the large size and
complexity of our ships, ship accounting estimates require considerable
judgment and are inherently uncertain.
In order to compute our ships' depreciation expense, we apply judgment to
determine their useful lives as well as their residual values. As of November
30, 2025, we have estimated our ships' useful lives at 30 years and residual
values at 15% of our original ship cost. Our ships' useful life and residual
value estimates take into consideration the estimated weighted-average useful
lives of the ships' major component systems, such as hull, superstructure,
main electric, engines and cabins. We also take into consideration the impact
of technological changes, historical useful lives of similarly-built ships,
long-term cruise and vacation market conditions and regulatory changes,
including those related to the impact of greenhouse gases and other emissions
on the environment. We determine the residual value of our ships based on our
long-term estimates of their resale value at the end of their useful lives to
us but before the end of their physical and economic lives to others,
historical resale values of our and other cruise ships as well as our
expectations of the long-term viability of the secondary cruise ship market.
We are pursuing our aspiration of net zero emissions from ship operations by
2050 in line with the IMO's 2023 Strategy on Reduction of GHG Emissions from
Ships. Given the estimated useful life for our ships, our most recently
delivered vessels' lives will extend beyond this 2050 date. To provide a path
to net zero emissions, alternative low GHG emission fuels will be necessary
for the maritime industry; however, there are significant supply challenges
that must be resolved before viability is reached. We are closely monitoring
technology developments which may support our sustainability goals. Our
fleet's engines are capable of using certain alternative fuels and we have
completed tests on the use of marine biofuel blends on certain ships in our
fleet. In addition, and in support of our Climate Action Goals, we invest in
technologies, including the use of liquefied natural gas ("LNG") powered
cruise ships, the installation of Advanced Air Quality Systems on board our
ships to aid in the reduction of sulfur emissions, the use of shore power,
enabling ships to use shoreside electric power where available while in port
and various other efficiency related upgrades intended to reduce our
emissions. It is uncertain how proposed and possible future regulatory
changes, as well as our 2050 net zero emissions aspiration, may impact our
ships' useful lives and residual values as the impact is dependent on future
regulatory actions and technological advances.
If materially different conditions existed, or if we materially changed our
assumptions of ship useful lives and residual values, then our depreciation
expense, loss on retirement of ship components and net book value of our ships
would be materially different. Our 2025 ship depreciation expense would have
increased by approximately:
• $52 million assuming we had reduced our estimated 30-year ship
useful life estimate by one year at the time we took delivery or acquired each
of our ships
• $265 million assuming we had estimated our ships to have no
residual value
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.
We believe that the estimates we made for ship accounting purposes are
reasonable and our methods are consistently applied in all material respects
and result in depreciation expense that is based on a rational and systematic
method to equitably allocate the costs of our ships to the periods during
which we use them.
Contingencies
We periodically assess the potential liabilities related to any lawsuits or
claims brought against us, as well as for other known unasserted claims,
including environmental, legal, regulatory and guest and crew matters. While
it is typically very difficult to determine the timing and ultimate outcome of
these matters, we use our best judgment to determine the appropriate amounts
to record in our consolidated financial statements.
We accrue a liability and establish a reserve when we believe a loss is
probable and the amount of the loss can be reasonably estimated. In assessing
probable losses, we make estimates of the amount of probable insurance
recoveries, if any, which are recorded as assets where appropriate. Such
accruals and reserves are typically based on developments to date,
management's estimates of the outcomes of these matters, our experience in
contesting, litigating and settling other similar matters, historical claims
experience, actuarially determined estimates of liabilities and any related
insurance coverage.
Given the inherent uncertainty related to the eventual outcome of these
matters and potential insurance recoveries, it is possible that all or some of
these matters may be resolved for amounts materially different from any
provisions or disclosures that we may have made. In addition, as new
information becomes available, we may need to reassess amounts accrued related
to our contingencies. All such changes in our estimates could materially
impact our results of operations and financial position.
Refer to our consolidated financial statements for additional discussion of
contingencies.
Known Trends and Uncertainties
We believe changes in the cost of fuel, fluctuations in foreign currency
exchange rates and new and evolving regulatory requirements related to the
reduction of GHG emissions are reasonably likely to impact our profitability
in both the short and long-term. 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 2025 and 2024 was $91 million and $46
million, which represented costs associated with 70% and 40% of emissions
under the ETS operational scope. In 2026, all in scope emissions will be
impacted. Refer to XVIII. Governmental and Other Regulations.
Results of Operations
We have historically earned substantially all of our cruise revenues from the
following:
• Sales of passenger cruise tickets and, in some cases, the sale of air
and other transportation to and from airports near our ships' home ports and
cancellation fees. The cruise ticket price typically includes the following:
• Accommodations
• Most meals, including snacks at numerous venues
• Access to onboard amenities such as swimming pools, water
slides, water parks, whirlpools, a health club and sun decks
• Entertainment, such as theatrical and comedy shows, live music
and nightclubs
• Visits to multiple ports, including our portfolio of owned or
operated ports and destinations
• Childcare and supervised youth programs
• Sales of onboard goods and services not included in the cruise ticket
price. This generally includes the following:
• Beverage sales • Internet and communication services
• Casino gaming • Full-service spas
• Shore excursions and experiences • Specialty restaurants
• Retail sales • Photo sales
These goods and services are provided either directly by us or by independent
concessionaires, from which we receive either a percentage of their revenues
or a fee. Concession revenues do not have direct expenses because the costs
and services incurred for concession revenues are borne by our
concessionaires. In 2025, we earned 34% of our cruise revenues from onboard
and other revenue goods and services.
We earn our tour and other revenues from our hotel and transportation
operations and other revenues.
We incur cruise operating expenses for the following:
• Commissions, transportation and other, which include costs of travel
agent commissions, air and other transportation, port fees, taxes, and charges
that directly vary with guest head counts and credit and debit card fees
• Onboard and other, which include the costs of beverage sales, shore
excursions, retail sales, internet and communication, credit and debit card
fees, other onboard costs, cruise vacation protection programs and pre- and
post-cruise land packages
• Payroll and related, which include the costs of officers and crew in
bridge, engineering and hotel operations. Substantially all costs associated
with our shoreside personnel are included in selling and administrative
expenses
• Fuel, which include fuel delivery costs and emission allowance costs
• Food, which include both our guest and crew food costs
• 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; gains and losses on ship sales;
ship impairments; freight and logistics; insurance premiums; tour and other
expenses for our hotel and transportation operations and all other operating
expenses
We do not allocate payroll and related, fuel, food or other operating expenses
to the expense categories attributable to passenger ticket revenues or onboard
and other revenues since they are incurred to provide the total cruise
vacation experience.
Statistical Information
Years Ended November 30,
2025 2024 2023
Passenger Cruise Days ("PCDs") (in millions) (a) 101.7 100.5 91.4
Available Lower Berth Days ("ALBDs") (in millions) (b) (c) 96.5 95.6 91.3
Occupancy percentage (d) 105% 105% 100%
Passengers carried (in millions) 13.6 13.5 12.5
Fuel consumption in metric tons (in millions) 2.8 2.9 2.9
Fuel consumption in metric tons per thousand ALBDs 29.2 30.9 32.1
Fuel cost per metric ton consumed (excluding emission allowances) $610 $665 $701
Currencies (USD to 1)
AUD $0.64 $0.66 $0.66
CAD $0.71 $0.73 $0.74
EUR $1.12 $1.09 $1.08
GBP $1.31 $1.28 $1.24
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) In 2025 compared to 2024, we had a 1.0% capacity increase in ALBDs
comprised of a 1.2% capacity increase in our North America segment and a 0.6%
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
transferred from Costa Cruises and entered into service in April 2024
• Princess Cruises 4,310-passenger capacity ship that entered into
service in September 2025
The increase in our North America segment's capacity 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.
2025 Compared to 2024
The discussion below compares the results of operations for the year ended
November 30, 2025 to the year ended November 30, 2024. This discussion should
be read in conjunction with the consolidated financial statements and the
notes thereto included elsewhere in this annual report. For a comparison of
the company's results of operations for the year ended November 30, 2024 to
the year ended November 30, 2023, see "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the company's
Annual Report on Form 10-K for the year ended November 30, 2024, which was
filed with the U.S. Securities and Exchange Commission on January 27, 2025.
Revenues
Consolidated
Passenger ticket revenues made up 65% of our 2025 total revenues. Passenger
ticket revenues increased by $956 million, or 5.8%, to $17.4 billion in 2025
from $16.5 billion in 2024.
This increase was caused by:
• $635 million - higher ticket prices driven by continued
strength in demand
• $196 million - net favorable foreign currency translation
impact
• $159 million - 1.0% capacity increase in ALBDs
These increases were partially offset by a decrease of $74 million in air
transportation revenue.
The remaining 35% of 2025 total revenues were comprised of onboard and other
revenues, which increased by $644 million, or 7.5%, to $9.2 billion in 2025
from $8.6 billion in 2024.
This increase was driven by:
• $466 million - higher onboard spending by our guests
• $83 million - 1.0% capacity increase in ALBDs
• $57 million - net favorable foreign currency translation impact
North America Segment
Passenger ticket revenues made up 62% of our North America segment's 2025
total revenues. Passenger ticket revenues increased by $361 million, or 3.4%,
to $10.9 billion in 2025 from $10.6 billion in 2024.
This increase was caused by:
• $344 million - higher ticket prices driven by continued
strength in demand
• $122 million - 1.2% capacity increase in ALBDs
These increases were partially offset by a decrease of $74 million in air
transportation revenue.
The remaining 38% of our North America segment's 2025 total revenues were
comprised of onboard and other revenues, which increased by $442 million, or
7.1%, to $6.7 billion in 2025 from $6.2 billion in 2024.
This increase was caused by:
• $376 million - higher onboard spending by our guests
• $72 million - 1.2% 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 $569 million, or 9.6%, to
$6.5 billion in 2025 from $5.9 billion in 2024.
This increase was driven by:
• $292 million - higher ticket prices driven by continued
strength in demand
• $200 million - net favorable foreign currency translation
impact
• $46 million - 0.8 percentage point increase in occupancy
The remaining 23% of our Europe segment's 2025 total revenues were comprised
of onboard and other revenues, which increased by $188 million, or 11%, to
$1.9 billion in 2025 from $1.8 billion in 2024.
This increase was driven by:
• $89 million - higher onboard spending by our guests
• $60 million - net favorable foreign currency translation impact
Operating Expenses
Consolidated
Operating expenses increased by $309 million, or 2.0%, to $15.9 billion in
2025 from $15.6 billion in 2024.
This increase was caused by:
• $151 million - 1.0% capacity increase in ALBDs
• $112 million - net unfavorable foreign currency translation
impact
• $90 million - higher onboard and other cost of sales driven by
higher onboard revenues
• $54 million - higher commissions, transportation costs, and
other expenses driven by increased ticket pricing and an increase in the
number of guests
• $42 million - higher port expenses
• $27 million - higher repair and maintenance expenses (including
dry-dock expenses)
• $26 million - higher cruise payroll and related expenses
• $23 million - nonrecurrence of change in pension valuation in
2024
These increases were partially offset by:
• $109 million - lower fuel prices including the impact of the
cost of emission allowances
• $109 million - lower fuel consumption per ALBD
• $71 million - higher gains on ship sales realized in 2025
compared to 2024
Selling and administrative expenses increased by $150 million, or 4.6%, to
$3.4 billion in 2025 from $3.3 billion in 2024.
Depreciation and amortization expenses increased by $233 million, or 9.1%, to
$2.8 billion in 2025 from $2.6 billion in 2024.
North America Segment
Operating expenses decreased by $18 million, or 0.2%, to $10.5 billion in 2025
from $10.6 billion in 2024.
This decrease was caused by:
• $101 million - lower fuel prices including the impact of the
cost of emission allowances
• $79 million - lower fuel consumption per ALBD
These decreases were partially offset by:
• $122 million - 1.2% capacity increase in ALBDs
• $40 million - higher onboard and other cost of sales driven by
higher onboard revenues
Selling and administrative expenses increased by $13 million, or 0.7%, and
were $2.0 billion in 2025 and 2024.
Depreciation and amortization expenses increased by $154 million, or 9.3%, to
$1.8 billion in 2025 from $1.7 billion in 2024.
Europe Segment
Operating expenses increased by $287 million, or 6.1%, to $5.0 billion in
2025 from $4.7 billion in 2024.
This increase was caused by:
• $118 million - net unfavorable foreign currency translation
impact
• $50 million - higher onboard and other cost of sales driven by
higher onboard revenues
• $45 million - higher commissions, transportation costs, and
other expenses driven by increased ticket pricing and an increase in the
number of guests
• $41 million - higher repair and maintenance expenses (including
dry-dock expenses)
• $33 million - higher port expenses
• $23 million - nonrecurrence of change in pension valuation in
2024
These increases were partially offset by a $57 million gain on sale of one
ship.
Selling and administrative expenses increased by $81 million, or 8.4%, and
were $1.0 billion in 2025 and 2024.
Depreciation and amortization expenses increased by $70 million, or 10%, to
$746 million in 2025 from $676 million in 2024. This increase was driven by
fleet enhancements and net unfavorable foreign currency translation impacts.
Operating Income
Our consolidated operating income increased by $909 million to $4.5 billion
in 2025 from $3.6 billion in 2024. Our North America segment's operating
income increased by $653 million to $3.3 billion in 2025 from $2.6 billion
in 2024, and our Europe segment's operating income increased by $319 million
to $1.7 billion in 2025 from $1.3 billion in 2024. These changes were
primarily due to the reasons discussed above.
Nonoperating Income (Expense)
Interest expense, net of capitalized interest, decreased by $406 million, or
23%, to $1.3 billion in 2025 from $1.8 billion in 2024. The decrease was
substantially all due to lower average interest rates, a decrease in total
debt and increased capitalized interest.
Debt extinguishment and modification costs increased by $330 million to
$409 million in 2025 from $79 million in 2024 as a result of debt
transactions occurring during the respective periods.
Liquidity, Financial Condition and Capital Resources
As of November 30, 2025, we had $6.4 billion of liquidity including $1.9
billion of cash and cash equivalents and $4.5 billion available for borrowing
under our multicurrency revolving credit facility. In addition, we had
$7.8 billion of undrawn export credit facilities to fund future ship
deliveries.
We had a working capital deficit of $8.9 billion as of November 30, 2025
compared to a working capital deficit of $8.2 billion as of November 30, 2024.
The increase in working capital deficit was caused by an increase in the
current portion of long-term debt and customer deposits, partially offset by
an increase in cash and cash equivalents. 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 $6.8 billion
and $6.4 billion of current customer deposits as of November 30, 2025 and
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. As of November 30, 2025, we were not
required to maintain any reserve funds. 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 $6.2 billion of net cash flows from operating activities
during 2025, an increase of $0.3 billion compared to $5.9 billion provided in
2024. This increase was driven by higher net income in 2025 partially offset
by changes in prepaid expenses and other assets, which includes the
nonrecurrence of cash provided by the release of credit card reserves in 2024.
Investing Activities
During 2025, net cash used in investing activities of $3.3 billion was caused
by:
• Capital expenditures of $3.6 billion substantially all
attributable to the delivery of one North America segment ship, ship
improvements and development of our portfolio of exclusive destinations.
• Proceeds of $323 million substantially all from the sale of one
North America segment ship and one Europe segment ship
• Advances of $100 million made to Floating Docks S. de RL
During 2024, net cash used in investing activities of $4.5 billion was caused
by:
• Capital expenditures of $4.6 billion primarily attributable to
the delivery of two North America segment ships, one Europe segment ship and
developments in our port destinations and exclusive islands
• Proceeds of $58 million primarily from the sale of a North
America segment ship
Financing Activities
During 2025, net cash used in financing activities of $2.2 billion was caused
by:
• Repayments of $12.9 billion of long-term debt
• Debt issuance costs of $144 million
• Debt extinguishment costs of $272 million
• Issuances of $11.2 billion of long-term debt
During 2024, net cash used in financing activities of $2.6 billion was caused
by:
• Repayments of $5.4 billion of long-term debt
• Debt issuance costs of $203 million
• Debt extinguishment costs of $41 million
• Issuances of $3.1 billion of long-term debt
For our cash flow activities for the fiscal year ended November 30, 2023, see
"Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations" in our Annual Report on Form 10-K for the year ended
November 30, 2024, which was filed with the U.S. Securities and Exchange
Commission on January 27, 2025.
Material Cash Requirements
Payments Due by
(in millions) 2026 2027 2028 2029 2030 Thereafter Total
Debt (a) $3,066 (b) $3,537 $4,889 $4,883 $3,493 $12,320 $32,188
Newbuild capital expenditures (c) 501 1,586 1,474 1,823 1,661 4,769 11,814
Total $3,567 $5,123 $6,363 $6,706 $5,154 $17,089 $44,002
(a) Includes principal as well as estimated interest payments and does not
include the impact of any future possible refinancings. Excludes undrawn
export credits.
(b) Includes an aggregate of $500 million representing the portion of the
5.75% convertible senior notes due 2027 converted and settled in cash in
December 2025.
(c) As of November 30, 2025, we have undrawn export credit facilities of
$7.8 billion which fund a portion of our newbuild contractual commitments.
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) 2026 2027 2028 2029 2030 Thereafter
Future export credit facilities at November 30, 2025 $- $1.3 $1.3 $1.7 $- $3.4
Our export credit facilities contain various financial covenants as described
in Note 5 - "Debt" of the consolidated financial statements. At November 30,
2025, we were in compliance with the applicable covenants under our debt
agreements.
Dividends
The declaration of dividends shall at all times be subject to the final
determination of our Boards of Directors that a dividend is prudent at that
time in consideration of the liquidity needs of the business. In December
2025, the Boards of Directors approved the reinstatement of the company's
quarterly dividend and declared an initial $0.15 per share dividend with a
record date of February 13, 2026 and a payment date of February 27, 2026.
Quantitative and Qualitative Disclosures About Market Risk.
For a discussion of our hedging strategies and market risks, see the
discussion below and the consolidated financial statements.
Fuel Price Risks
Substantially all our exposure to market risk for changes in fuel prices
relates to the consumption of fuel on our ships.
Foreign Currency Exchange Rate Risks
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 will affect our consolidated financial
statements.
Investment Currency Risks
The foreign currency exchange rates were as follows:
November 30,
USD to 1: 2025 2024
AUD $0.65 $0.65
CAD $0.72 $0.71
EUR $1.16 $1.06
GBP $1.32 $1.27
If the November 30, 2024 currency exchange rates had been used to translate
our November 30, 2025 non-U.S. dollar functional currency operations' assets
and liabilities (instead of the November 30, 2025 U.S. dollar exchange rates),
our total assets would have been lower by $1.4 billion and our total
liabilities would have been higher by $1.3 billion.
Newbuild Currency Risks
At November 30, 2025, our newbuild currency exchange rate risk primarily
relates to euro-denominated newbuild contract payments, which represent a
total commitment of $8.4 billion and relate to newbuilds scheduled to be
delivered to non-euro functional currency brands. The functional currency cost
of each of these ships will increase or decrease based on changes in the
exchange rates until the payments are made under the shipbuilding contract. We
may utilize foreign currency derivatives to mitigate some of this foreign
currency exchange rate risk. Based on a 1% change in euro to U.S. dollar
exchange rates as of November 30, 2025, the remaining cost of these ships
would have a corresponding change of $84 million.
Interest Rate Risks
The composition of our debt was as follows:
November 30, 2025
Fixed rate 54%
EUR fixed rate 31%
Floating rate 5%
EUR floating rate 10%
Based on a 100 basis point change in the market interest rates, our annual
interest expense on floating rate debt would change by approximately
$42 million.
Financial Statements and Supplementary Data.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in millions, except per share data)
Years Ended November 30,
2025 2024 2023
Passenger ticket $17,419 $16,463 $14,067
Onboard and other 9,202 8,558 7,526
Total Revenues 26,622 25,021 21,593
Cruise and tour operating expenses:
Commissions, transportation and other 3,331 3,232 2,761
Onboard and other 2,816 2,678 2,375
Payroll and related 2,589 2,464 2,373
Fuel 1,808 2,007 2,047
Food 1,499 1,457 1,335
Other operating 3,904 3,801 3,426
Total Cruise and tour operating expenses 15,947 15,638 14,317
Selling and administrative expense 3,402 3,252 2,950
Depreciation and amortization expense 2,790 2,557 2,370
Operating Income 4,483 3,574 1,956
Interest income 51 93 233
Interest expense, net of capitalized interest (1,349) (1,755) (2,066)
Debt extinguishment and modification costs (409) (79) (111)
Other income (expense), net (4) 83 (75)
Income (Loss) Before Income Taxes 2,772 1,915 (62)
Income tax benefit (expense), net (12) 1 (13)
Net Income (Loss) $2,760 $1,916 $(74)
Earnings Per Share
Basic $2.10 $1.50 $(0.06)
Diluted $2.02 $1.44 $(0.06)
The accompanying notes are an integral part of these consolidated financial
statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Years Ended November 30,
2025 2024 2023
Net Income (Loss) $2,760 $1,916 $(74)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment 137 (3) 52
Other 27 (34) (8)
Other Comprehensive Income (Loss) 165 (36) 44
Total Comprehensive Income (Loss) $2,925 $1,879 $(30)
The accompanying notes are an integral part of these consolidated financial
statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(in millions, except par values)
November 30,
2025 2024
ASSETS
Current Assets
Cash and cash equivalents $1,928 $1,210
Trade and other receivables, net 678 590
Inventories 505 507
Prepaid expenses and other 1,108 1,070
Total current assets 4,219 3,378
Property and Equipment, Net 43,494 41,795
Operating Lease Right-of-Use Assets, Net 1,328 1,368
Goodwill 579 579
Other Intangibles 1,177 1,163
Other Assets 890 775
$51,687 $49,057
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $2,603 $1,538
Current portion of operating lease liabilities 175 163
Accounts payable 1,245 1,133
Accrued liabilities and other 2,239 2,358
Customer deposits 6,831 6,425
Total current liabilities 13,092 11,617
Long-Term Debt 24,037 25,936
Long-Term Operating Lease Liabilities 1,178 1,239
Other Long-Term Liabilities 1,097 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 17,267 17,155
Retained earnings 4,817 2,101
Accumulated other comprehensive income (loss) ("AOCI") (1,810) (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 12,284 9,251
$51,687 $49,057
The accompanying notes are an integral part of these consolidated financial
statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended November 30,
2025 2024 2023
OPERATING ACTIVITIES
Net income (loss) $2,760 $1,916 $(74)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities
Depreciation and amortization 2,790 2,557 2,370
Loss on debt extinguishment 401 76 98
Share-based compensation 98 62 53
Amortization of discounts and debt issue costs 116 141 161
Non-cash lease expense 161 142 145
Gain on sales of ships (112) (41) (88)
Greenhouse gas regulatory expense 91 46 -
Other 58 63 90
6,363 4,963 2,756
Changes in operating assets and liabilities
Receivables (84) (49) (180)
Inventories 2 9 (85)
Prepaid expenses and other assets (214) 352 397
Accounts payable 61 (26) 77
Accrued liabilities and other (218) 167 147
Customer deposits 308 507 1,169
Net cash provided by operating activities 6,218 5,923 4,281
INVESTING ACTIVITIES
Purchases of property and equipment (3,611) (4,626) (3,284)
Proceeds from sales of ships and other property and equipment 323 58 340
Advances to affiliates (100) (64) (21)
Other 67 98 155
Net cash used in investing activities (3,321) (4,535) (2,810)
FINANCING ACTIVITIES
Repayments of short-term borrowings - - (200)
Principal repayments of long-term debt (12,936) (5,436) (7,660)
Debt issuance costs (144) (203) (131)
Debt extinguishment costs (272) (41) (79)
Proceeds from issuance of long-term debt 11,152 3,095 2,961
Other 12 1 20
Net cash provided by (used in) financing activities (2,189) (2,584) (5,089)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 19 (8) 17
Net increase (decrease) in cash, cash equivalents and restricted cash 727 (1,204) (3,601)
Cash, cash equivalents and restricted cash at beginning of year 1,231 2,436 6,037
Cash, cash equivalents and restricted cash at end of year $1,958 $1,231 $2,436
The accompanying notes are an integral part of these consolidated financial
statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions)
Common Ordinary Additional Retained AOCI Treasury Total
stock shares paid-in earnings stock shareholders'
capital equity
At November 30, 2022 $12 $361 $16,872 $269 $(1,982) $(8,468) $7,065
Change in accounting principle (a) - - (229) (10) - - (239)
Net income (loss) - - - (74) - - (74)
Other comprehensive income (loss) - - - - 44 - 44
Issuances of common stock, net - - 5 - - - 5
Conversion of Convertible Notes - - 3 - - - 3
Purchases and issuances under the Stock Swap Program, net - - 22 - - (20) 2
Issuance of treasury shares for vested share-based awards - - (41) - - 41 -
Share-based compensation and other - - 79 - - (2) 78
At November 30, 2023 12 361 16,712 185 (1,939) (8,449) 6,882
Net income (loss) - - - 1,916 - - 1,916
Other comprehensive income (loss) - - - - (36) - (36)
Conversion of Convertible Notes - - 414 - - - 415
Issuance of treasury shares for vested share-based awards - - (47) - - 47 -
Share-based compensation and other - - 76 - - (2) 75
At November 30, 2024 13 361 17,155 2,101 (1,975) (8,404) 9,251
Net income (loss) - - - 2,760 - - 2,760
Other comprehensive income (loss) - - - - 165 - 165
Issuance of treasury shares for vested share-based awards - - - (44) - 44 -
Share-based compensation and other - - 112 - - (5) 107
At November 30, 2025 $13 $361 $17,267 $4,817 $(1,810) $(8,364) $12,284
(a) We adopted the provisions of Debt - Debt with Conversion and Other
Options and Derivative and Hedging - Contracts in Entity's Own Equity on
December 1, 2022.
The accompanying notes are an integral part of these consolidated financial
statements.
CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - General
Description of Business
Carnival Corporation was incorporated in Panama in 1974 and Carnival plc was
incorporated in England and Wales in 2000. Together with their consolidated
subsidiaries, they are referred to collectively in these consolidated
financial statements and elsewhere in this 2025 Annual Report as "Carnival
Corporation & plc," "the company", "our," "us" and "we." The consolidated
financial statements include the accounts of Carnival Corporation and Carnival
plc and their respective subsidiaries.
We are 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.
During 2025, we sunset the P&O Cruises (Australia) brand and folded its
Australia operations into Carnival Cruise Line.
DLC Arrangement
Carnival Corporation and Carnival plc operate a dual listed company ("DLC")
arrangement, whereby the businesses of Carnival Corporation and Carnival plc
are combined through a number of contracts and provisions in Carnival
Corporation's Articles of Incorporation and By-Laws and Carnival plc's
Articles of Association. The two companies operate as a single economic
enterprise with a single senior management team and identical Boards of
Directors, but each has retained its separate legal identity. Carnival
Corporation's shares of common stock are publicly traded on the New York Stock
Exchange ("NYSE") and Carnival plc's ordinary shares are publicly traded on
the London Stock Exchange. The Carnival plc American Depositary Shares are
traded on the NYSE.
The constitutional documents of each company provide that, on most matters,
the holders of the common equity of both companies effectively vote as a
single body. The Equalization and Governance Agreement between Carnival
Corporation and Carnival plc provides for the equalization of dividends and
liquidation distributions based on an equalization ratio and contains
provisions relating to the governance of the DLC arrangement. Because the
equalization ratio is 1 to 1, one share of Carnival Corporation common stock
and one Carnival plc ordinary share are generally entitled to the same
distributions.
Under deeds of guarantee executed in connection with the DLC arrangement, as
well as stand-alone guarantees executed since that time, each of Carnival
Corporation and Carnival plc have effectively cross guaranteed all
indebtedness and certain other monetary obligations of each other. Once the
written demand is made, the holders of indebtedness or other obligations may
immediately commence an action against the relevant guarantor.
Under the terms of the DLC arrangement, Carnival Corporation and Carnival plc
are permitted to transfer assets between the companies, make loans to or
investments in each other and otherwise enter into intercompany transactions.
In addition, the cash flows and assets of one company are required to be used
to pay the obligations of the other company, if necessary.
Given the DLC arrangement, we believe that providing separate financial
statements for each of Carnival Corporation and Carnival plc would not present
a true and fair view of the economic realities of their operations.
Accordingly, separate financial statements for Carnival Corporation and
Carnival plc have not been presented.
In December 2025, following a review of the corporate structure, the Boards of
Directors of Carnival Corporation and Carnival plc recommended unifying the
dual listed company under a single corporate entity, Carnival Corporation,
listed solely on the New York Stock Exchange, with Carnival plc as its
wholly-owned UK subsidiary. Under this plan, Carnival plc shareholders would
receive Carnival Corporation shares on a one-for-one basis, and Carnival plc
shares and American Depositary Receipts would be de-listed from both the
London Stock Exchange and the New York Stock Exchange, respectively. These
proposals will be subject to certain conditions, including the approval of
shareholders and receipt of regulatory and UK court approvals.
NOTE 2 - Summary of Significant Accounting Policies
Basis of Presentation
We consolidate entities over which we have control, as typically evidenced by
a voting control of greater than 50% or for which we are the primary
beneficiary, whereby we have the power to direct the most significant
activities and the obligation to absorb significant losses or receive
significant benefits from the entity. We do not separately present our
noncontrolling interests in the consolidated financial statements since the
amounts are immaterial. For affiliates we do not control but where significant
influence over financial and operating policies exists, as typically evidenced
by a voting control of 20% to 50%, the investment is accounted for using the
equity method.
For 2024 and 2023, we reclassified certain immaterial amounts within cash
flows from operating and financing activities in the Consolidated Statements
of Cash Flows to conform to the current year presentation.
Preparation of Consolidated Financial Statements
The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
("U.S. GAAP") requires management to make estimates and assumptions that
affect the amounts reported and disclosed in our consolidated financial
statements. We have made reasonable estimates and judgments of such items
within our consolidated financial statements and there may be changes to those
estimates in future periods. Actual results may differ from the estimates used
in preparing our consolidated financial statements. All material intercompany
balances and transactions are eliminated in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents include investments with maturities of three months
or less at acquisition which are stated at cost and present insignificant risk
of changes in value.
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.
Inventories
Inventories consist substantially of food, beverages, hotel supplies, fuel and
retail merchandise, which are all carried at the lower of cost or net
realizable value. Cost is determined using the weighted-average or first-in,
first-out methods and applied consistently between major categories of
inventory.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and
any impairment charges. We capitalize interest as part of the cost of capital
projects incurred during construction. Depreciation is computed using the
straight-line method over our estimated useful lives of the assets to a
residual value, as a percentage of original cost, as follows:
Years Residual
Values
Ships 30 15%
Ship improvements 3-30 0%
Buildings and improvements 10-40 0%
Computer hardware and software 2-12 0%
Transportation equipment and other 3-20 0%
Leasehold improvements, including port facilities Shorter of the remaining lease term or related asset life (3-30) 0%
The cost of ships under construction includes progress payments for the
construction of new ships, as well as design and engineering fees, capitalized
interest, construction oversight costs and various owner supplied items. Any
liquidated damages received from shipyards are recorded as reductions to the
cost basis of the ship.
We have a capital program for the improvement of our ships and for asset
replacements to enhance the effectiveness and efficiency of our operations; to
comply with, or exceed, all relevant legal and statutory requirements related
to health, environment, safety, security and sustainability; and to gain
strategic benefits or provide improved product innovations to our guests. We
account for ship improvement costs, including replacements of certain
significant components and parts, by capitalizing those costs we believe add
value to our ships and have a useful life greater than one year and
depreciating those improvements over their estimated remaining useful life.
The costs of repairs and maintenance, including those incurred when a ship is
taken out-of-service for scheduled maintenance, and minor improvement costs
and expenses, are charged to expense as incurred.
In addition, specifically identified or estimated cost and accumulated
depreciation of previously capitalized ship components are written-off upon
retirement, which may result in a loss on disposal that is also included in
other operating expenses.
As of November 30, 2025, we have estimated our ships' useful lives at 30 years
and residual values at 15% of our original ship cost. Our ships' useful life
and residual value estimates take into consideration the estimated
weighted-average useful lives of the ships' major component systems, such as
hull, superstructure, main electric, engines and cabins. We also take into
consideration the impact of technological changes, historical useful lives of
similarly-built ships, long-term cruise and vacation market conditions and
regulatory changes, including those related to the impact of greenhouse gases
and other emissions on the environment. We determine the residual value of our
ships based on our long-term estimates of their resale value at the end of
their useful lives to us but before the end of their physical and economic
lives to others, historical resale values of our and other cruise ships as
well as our expectations of the long-term viability of the secondary cruise
ship market.
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.
We evaluate ship asset impairments at the individual ship level which is the
lowest level for which identifiable cash flows are largely independent of the
cash flows of other assets and liabilities. We review our ships for impairment
whenever events or circumstances indicate that the carrying value of a ship
may not be recoverable. If estimated future cash flows are less than the
carrying value of a ship, an impairment charge is recognized to the extent its
carrying value exceeds its estimated fair value.
Leases
Substantially all of our leases for which we are the lessee are operating
leases of port facilities and real estate and are included within operating
lease right-of-use assets, net, long-term operating lease liabilities and
current portion of operating lease liabilities in our Consolidated Balance
Sheets. We determine if an arrangement is or contains a lease at the lease
inception date by evaluating whether the arrangement conveys the right to use
an identified asset and whether we obtain substantially all of the economic
benefits from and have the ability to direct the use of the asset.
We have port facilities and real estate lease agreements with lease and
non-lease components, and in such cases, we account for the components as a
single lease component.
We do not recognize lease assets and lease liabilities for any leases that
have an initial term of twelve months or less and do not include an option to
purchase the underlying asset that we are reasonably certain to exercise. For
some of our port facilities and real estate lease agreements, we have the
option to extend our current lease term by 1 to 10 years. Generally, we do not
include renewal options as a component of our present value calculation as we
are not reasonably certain that we will exercise the options.
As our leases do not have a readily determinable implicit rate, we estimate
the incremental borrowing rate ("IBR") to determine the present value of lease
payments. We apply judgment in determining the IBR including considering the
term of the lease, the currency in which the lease is denominated, and the
impact of collateral and our credit risk on the rate.
We recognize lease expense for our operating leases on a straight-line basis
over the lease term.
Goodwill and Other Intangibles
Goodwill represents the excess of the purchase price over the fair value of
identifiable net assets acquired in a business acquisition. We review our
goodwill for impairment as of July 31 every year, or more frequently if events
or circumstances dictate. All of our goodwill has been allocated to our
reporting units. The impairment review for goodwill allows us to first assess
qualitative factors to determine whether it is necessary to perform a more
detailed quantitative goodwill impairment test. We would perform the
quantitative test if our qualitative assessment determined it is
more-likely-than-not that a reporting unit's estimated fair value is less than
its carrying amount. We may also elect to bypass the qualitative assessment
and proceed directly to the quantitative test for any reporting unit. When
performing the quantitative test, if the estimated fair value of the reporting
unit exceeds its carrying value, no further analysis is required. However, if
the estimated fair value of the reporting unit is less than the carrying
value, goodwill is written down based on the difference between the reporting
unit's carrying amount and its fair value, limited to the amount of goodwill
allocated to the reporting unit. Judgment is required in estimating the fair
value of our reporting unit.
Trademarks represent substantially all of our other intangibles. Trademarks
are estimated to have an indefinite useful life and are not amortizable but
are reviewed for impairment at least annually and as events or circumstances
dictate. The impairment review for trademarks also allows us to first assess
qualitative factors to determine whether it is necessary to perform a more
detailed quantitative trademark impairment test. We would perform the
quantitative test if our qualitative assessment determined it was
more-likely-than-not that the trademarks are impaired. We may also elect to
bypass the qualitative assessment and proceed directly to the quantitative
test. Our trademarks would be considered impaired if their carrying value
exceeds their estimated fair value.
Emission Allowances
We became subject to the EU Emissions Trading System ("ETS") on January 1,
2024, which includes a three-year phase-in period. The ETS regulates emissions
through a "cap and trade" principle, where a cap is set on the total amount of
certain emissions that can be emitted and requires us to procure emission
allowances for certain emissions inside EU waters (as defined in the ETS).
Emission allowances are recorded at cost and are included in prepaid expenses
and other or other assets. Purchases of emission allowances are classified as
operating activities in our Consolidated Statements of Cash Flows. Emission
obligations are recorded when generated and are included in accrued
liabilities and other and other long-term liabilities. The funded portion of
the emission obligations are measured at the carrying value of the emission
allowances and the unfunded portion of emission obligations is measured at the
fair value of emission allowances necessary to settle. We record expense for
emissions in EU waters in fuel expense in the period incurred. Emission
allowances and obligations are derecognized when surrendered based on the
first-in, first-out method, and are non-cash activities.
Equity Method Investments
Equity method investments are initially recognized at cost and are included in
other assets in the Consolidated Balance Sheets. Our proportionate interest in
their results is included in other income (expense), net in the Consolidated
Statements of Income (Loss).
Debt and Debt Issuance Costs
Debt is recorded at initial fair value, which normally reflects the proceeds
received by us, net of debt issuance costs. Debt is subsequently stated at
amortized cost. Debt issuance costs, discounts and premiums are generally
amortized to interest expense using the straight-line method, which
approximates the effective interest method, over the term of the debt. Debt
issuance costs related to a recognized debt liability are presented in the
Consolidated Balance Sheets as a direct deduction from the carrying amount of
that debt liability, consistent with debt discounts. For our revolving
facility, and those export credit facilities not yet drawn, the related debt
issuance costs are deferred and recorded as an asset. Debt instruments are
evaluated for the existence of features that require separation and accounting
as a derivative. In our Consolidated Statements of Cash Flows, debt issuance
costs paid to lenders related to a recognized debt liability are netted
against the proceeds from the related long-term debt while debt issuance costs
paid to third parties, or related to undrawn credit facilities, are presented
separately within financing activities.
Derivatives and Other Financial Instruments
We have in the past and may in the future utilize derivative and
non-derivative financial instruments, such as foreign currency forwards,
options and swaps, foreign currency debt obligations and foreign currency cash
balances, to manage our exposure to fluctuations in certain foreign currency
exchange rates. We have in the past and may in the future use interest rate
swaps primarily to manage our interest rate exposure to achieve a desired
proportion of fixed and floating rate debt. Our policy is to not use
financial instruments for trading or other speculative purposes.
All derivatives are recorded at fair value. If a derivative is designated as a
cash flow hedge, then the change in the fair value of the derivative is
recognized as a component of AOCI until the underlying hedged item is
recognized in earnings or the forecasted transaction is no longer
probable. If a derivative or a non-derivative financial instrument is
designated as a hedge of our net investment in a foreign operation, then
changes in the effective portion of the fair value of the financial instrument
are recognized as a component of AOCI to offset the change in the translated
value of the designated portion of net investment being hedged until the
investment is sold or substantially liquidated, while the impact attributable
to components excluded from the assessment of hedge effectiveness is recorded
in interest expense, net of capitalized interest, on a systematic and rational
basis. For derivatives that do not qualify for hedge accounting treatment, the
change in fair value is recognized in earnings.
We classify the fair value of all our derivative contracts as either current
or long-term, depending on the maturity date of the derivative contract. The
cash flows from derivatives treated as cash flow hedges are classified in our
Consolidated Statements of Cash Flows in the same category as the item being
hedged.
Derivative valuations are based on observable inputs such as interest rates
and commodity price curves, forward currency exchange rates, credit spreads,
maturity dates, volatilities, and cross currency basis spreads. We use the
income approach to value derivatives for foreign currency options and
forwards, interest rate swaps and cross currency swaps using observable market
data for all significant inputs and standard valuation techniques to convert
future amounts to a single present value amount, assuming that participants
are motivated but not compelled to transact.
Foreign Currency Translation and Transactions
These consolidated financial statements are presented in U.S. dollars. Each
foreign entity determines its functional currency by reference to its primary
economic environment. Our most significant foreign entities utilize the U.S.
dollar, Euro, Sterling or the Australian dollar as their functional
currencies. We translate the assets and liabilities of our foreign entities
that have functional currencies other than the U.S. dollar at exchange rates
in effect at the balance sheet date. Revenues and expenses of these foreign
entities are translated at the average rate for the period. Equity is
translated at historical rates and the resulting foreign currency translation
adjustments are included as a component of AOCI, which is a separate component
of shareholders' equity. Therefore, the U.S. dollar value of the non-equity
translated items in our consolidated financial statements will fluctuate from
period to period, depending on the changing value of the U.S. dollar versus
these currencies.
We execute transactions in a number of different currencies. At the date that
the transaction is recognized, each asset, liability, revenue, expense, gain
or loss arising from the transaction is measured and recorded in the
functional currency of the recording entity using the exchange rate in effect
at that date. At each balance sheet date, recorded monetary balances
denominated in a currency other than the functional currency are adjusted
using the exchange rate at the balance sheet date, with gains or losses
recorded in other income or other expense, unless such monetary balances have
been designated as hedges of net investments in our foreign entities. The net
gains or losses resulting from foreign currency transactions were not material
in 2025, 2024 and 2023. In addition, the unrealized gains or losses on our
long-term intercompany receivables and payables which are denominated in a
non-functional currency and which are not expected to be repaid in the
foreseeable future are recorded as foreign currency translation adjustments
included as a component of AOCI.
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. We had prepaid air
and other transportation expenses of $233 million and $219 million as of
November 30, 2025 and 2024. 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. We
also offer our guests the advance purchase of 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
$7.2 billion and $6.8 billion as of November 30, 2025 and 2024. During 2025
and 2024, we recognized revenues of $6.1 billion and $5.5 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.
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 $363 million and $336 million as of
November 30, 2025 and 2024.
Insurance
We use a combination of insurance and self-insurance to cover a number of
risks including illness and injury to crew, guest injuries, pollution, other
third-party claims in connection with our cruise activities, damage to hull
and machinery for each of our ships, war risks, workers' compensation,
directors' and officers' liability, property damage and general liability for
shoreside third-party claims. We recognize insurance recoverables from
third-party insurers up to the amount of recorded losses at the time the
recovery is probable and upon settlement for amounts in excess of the recorded
losses. All of our insurance policies are subject to coverage limits,
exclusions and deductible levels. The liabilities associated with crew
illnesses and crew and guest injury claims, including all legal costs, are
estimated based on the specific merits of the individual claims or actuarially
estimated based on historical claims experience, loss development factors and
other assumptions.
Selling and Administrative Expenses
Selling expenses include a broad range of advertising, marketing and
promotional expenses. Advertising is charged to expense as incurred, except
for media production costs, which are expensed upon the first airing of the
advertisement. Selling expenses totaled $972 million in 2025, $925 million in
2024 and $851 million in 2023. Administrative expenses represent the costs of
our shoreside support, reservations and other administrative functions, and
include salaries and related benefits, professional fees and building
occupancy costs, which are typically expensed as incurred.
Share-Based Compensation
We recognize compensation expense for share-based compensation awards using
the fair value method. For time-based share awards, we recognize compensation
cost ratably using the straight-line attribution method over the expected
vesting period or to the retirement eligibility date, if earlier than the
vesting period. For performance-based share awards, we recognize compensation
cost ratably using the straight-line attribution method over the expected
vesting period based on our estimate of performance conditions. If all or a
portion of the performance condition is not expected to be met, the
appropriate amount of previously recognized compensation expense is reversed
and future compensation expense is adjusted accordingly. In addition,
performance-based share awards for which the accounting grant date is not
established at the time of the award are remeasured at the end of each
reporting period. For market-based share awards, we recognize compensation
cost ratably using the straight-line attribution method over the expected
vesting period. Compensation expense will be recognized, even if the target
market-based conditions are not expected to be met. We account for forfeitures
as they occur.
Earnings Per Share
Basic earnings per share is computed by dividing net income (loss) by the
weighted-average number of shares outstanding during each period. Diluted
earnings per share is computed by dividing net income by the weighted-average
number of shares and common stock equivalents outstanding during each period
including the dilutive effect of convertible notes using the if-converted
method. For earnings per share purposes, Carnival Corporation common stock and
Carnival plc ordinary shares are considered a single class of shares since
they have equivalent rights.
Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("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. We adopted this guidance retrospectively
as of November 30, 2025. Refer to Note 12 - "Segment Information".
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 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 in 2028. We are currently 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
2027. We are currently 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 2029. We are currently evaluating the impact this guidance may have on
our consolidated financial statements.
NOTE 3 - Property and Equipment
November 30,
(in millions) 2025 2024
Ships and ship improvements $61,683 $58,649
Ships under construction 464 535
Other property and equipment 5,315 4,705
Total property and equipment 67,462 63,889
Less accumulated depreciation (23,968) (22,094)
$43,494 $41,795
Capitalized interest amounted to $75 million in 2025, $61 million in 2024 and
$64 million in 2023.
Sales of Ships
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 4 - Equity Method Investments
At November 30, 2025 and 2024, we had a 33% and 49% noncontrolling interest in
Grand Bahama Shipyard Ltd. ("Grand Bahama"), a ship repair and maintenance
facility. As of November 30, 2025, our investment in Grand Bahama was
$27 million, consisting of $16 million in equity and a loan of $10 million.
As of November 30, 2024, our investment in Grand Bahama was $45 million,
consisting of $28 million in equity and a loan of $18 million. Grand Bahama
provided an immaterial amount of services to us in 2025, 2024 and 2023.
At November 30, 2025 and 2024, we had a 33% and 50% noncontrolling interest in
Floating Docks S. de RL. ("Floating Docks"), our joint venture with the other
shareholders of Grand Bahama, which will construct two floating drydocks. The
first was delivered in June 2025 and the second is expected to be delivered in
early 2026. As of November 30, 2025 and 2024 our investment in Floating Docks
was $130 million and $81 million. We have provided payment guarantees on
behalf of Floating Docks. As of November 30, 2025 and 2024, the amounts
outstanding under these guarantees were immaterial.
In June 2025, we sold one-third of our interest in Grand Bahama and Floating
Docks. The sale did not have a material impact to our consolidated financial
statements and the proceeds are included in other within investing activities
in our Consolidated Statements of Cash Flows.
We have a 45% noncontrolling interest in the White Pass & Yukon Route
("White Pass") that includes port, railroad and retail operations in Skagway,
Alaska. White Pass provided an immaterial amount of services to us in 2025,
2024 and 2023. As of November 30, 2025, our investment in White Pass was $64
million, consisting of $32 million in equity and a loan of $32 million. As
of November 30, 2024, our investment in White Pass was $58 million,
consisting of $26 million in equity and a loan of $32 million.
Our proportionate interest in the results of our equity method investments are
not material.
NOTE 5 - Debt
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 2025 (d) 5.75% 1,131 1,131
Notes (b) May 2029 6.00% - 2,000
Notes May 2029 5.13% 1,250 -
EUR Notes Jan 2030 5.75% 580 528
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% 1,160 -
Notes Aug 2032 5.75% 3,000 -
Notes Feb 2033 6.13% 2,000 -
Loans
EUR floating rate (e) Apr 2025 EURIBOR + 3.25% - 211
Floating rate Aug 2027 - Nov 2027 SOFR + 1.13 - 1.38% 900 -
Export Credit Facilities
Floating rate Dec 2031 SOFR + 1.20% (f) 446 514
Fixed rate Aug 2027 - Dec 2032 2.42 - 3.38% 1,983 2,370
EUR floating rate Oct 2026 - Nov 2034 EURIBOR + 0.55 - 0.80% 2,461 2,590
EUR fixed rate Feb 2031 - Sep 2037 1.05 - 4.00% 6,132 5,386
Total Unsecured Subsidiary Guaranteed 23,042 19,803
Unsecured (No Subsidiary Guarantee)
Notes
Notes Jan 2028 6.65% 200 200
EUR Notes Oct 2029 1.00% 696 633
Loans
EUR floating rate (e) Apr 2029 EURIBOR + 1.95% 348 -
Total Unsecured (No Subsidiary Guarantee) 1,244 833
Total Debt 27,383 28,213
Less: unamortized debt issuance costs and discounts (744) (738)
Total Debt, net of unamortized debt issuance costs and discounts 26,640 27,475
Less: current portion of long-term debt (2,603) (1,538)
Long-Term Debt $24,037 $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) See "Convertible Notes" below.
(e) During 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.
(f) Includes applicable credit adjustment spread.
As of November 30, 2025, 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 November 30, 2025, the scheduled maturities of our debt are as follows:
(in millions)
Year Principal Payments
2026 (a) $2,615
2027 2,518
2028 3,962
2029 4,133
2030 2,886
Thereafter 11,268
Total $27,383
(a) Includes $1.1 billion of our 5.75% convertible senior notes due 2027
("2027 Convertible Notes") which were settled in December 2025. See
"Convertible Notes" below.
Revolving Facility
During 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 November 30, 2025, we had $4.5 billion available for borrowing under
the Revolving Facility.
Notes and Term Loans
Repricing of Senior Secured Term Loans
During 2025, we entered into amendments 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. During 2025, the Repriced
Loans were prepaid.
Issuances and Borrowings
During 2025, we issued the following senior unsecured notes:
• $1.3 billion of 5.13% senior unsecured notes due 2029
• $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 the following under unsecured term loan facilities
maturing in 2027:
• $0.4 billion bearing interest at a rate per annum equal to SOFR
plus 1.13%
• $0.3 billion bearing interest at a rate per annum equal to SOFR
plus 1.25%
• $0.3 billion bearing interest at a rate per annum equal to SOFR
plus 1.38%
Prepayments
During 2025, we used proceeds from debt issuances and borrowings, together
with cash on hand, to prepay the following debt instruments:
• 7.63% senior unsecured notes due 2026
• 5.75% senior unsecured notes due 2027
• First-priority senior secured term loan facilities maturing in
2027 and 2028
• 10.38% senior priority notes due 2028
• 6.00% senior unsecured notes due 2029
• 10.50% senior unsecured notes due 2030
The aggregate amount of these prepayments was $11.6 billion.
Debt Extinguishment and Modification Costs
During 2025, we recognized a total of $409 million of debt extinguishment and
modification costs, including $271 million of premium paid on redemption,
within our Consolidated Statements of Income (Loss) as a result of the above
transactions.
Export Credit Facility Borrowings
During 2025, we borrowed $0.8 billion under export credit facilities due in
semi-annual installments through 2037. As of November 30, 2025, we had
$7.8 billion of undrawn export credit facilities to fund ship deliveries
planned through 2033. As of November 30, 2025, the net book value of our ships
subject to negative pledges was $19.3 billion.
Convertible Notes
In September 2025, we issued a notice of redemption of the outstanding
principal amount of the 2027 Convertible Notes at a redemption price equal to
100% of the principal amount, plus accrued interest, up until the redemption
date of December 5, 2025. As a result of the redemption notice, the 2027
Convertible Notes became convertible at the option of the holder through
December 3, 2025. We elected to settle any conversions through a combination
settlement. Substantially all holders of the $1.1 billion principal amount of
the 2027 Convertible Notes elected to convert their notes, resulting in the
issuance of 69.1 million shares of Carnival Corporation common stock and a
cash payment of $500 million.
The net carrying value of our convertible notes was as follows:
November 30,
(in millions) 2025 2024
Principal $1,131 $1,131
Less: Unamortized debt discount and debt issue costs (13) (19)
$1,118 $1,112
The interest expense recognized related to our convertible notes was as
follows:
November 30,
(in millions) 2025 2024 2023
Contractual interest expense $65 $86 $91
Amortization of debt discount and debt issue costs 6 8 9
$71 $94 $100
As of November 30, 2025, the if-converted value above par was $1.0 billion on
84.5 million available shares for the 2027 Convertible Notes.
Collateral Pool
As of November 30, 2025, the net book value of our ships and ship
improvements, excluding ships under construction, is $40.6 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
$22.4 billion, including $20.8 billion related to ships and certain assets
related to those ships as of November 30, 2025) and certain other assets.
Covenant Compliance
As of November 30, 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 November 30, 2025 testing date, and at a
ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date
onwards
• 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 November 30, 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 6 - Contingencies
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. On October 3, 2025, the Supreme Court accepted review
of the case. Briefing on the merits is underway. We believe the ultimate
outcome of this matter will not have a material impact on our consolidated
financial statements.
As of November 30, 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.
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 November 30, 2025 and 2024, we were not required to maintain
any reserve funds or compensating deposits.
NOTE 7 - Ship Commitments
As of November 30, 2025, our new ship growth capital commitments were
$0.5 billion, $1.6 billion, $1.5 billion, $1.8 billion, $1.7 billion and
$4.8 billion for the years ending November 30, 2026, 2027, 2028, 2029, 2030
and thereafter.
NOTE 8 - Taxation
A summary of our principal taxes and exemptions in the jurisdictions where our
significant operations are located is as follows:
U.S. Income Tax
We are primarily foreign corporations engaged in the business of operating
cruise ships in international transportation. We also own and operate, among
other businesses, the U.S. hotel and transportation business of Holland
America Princess Alaska Tours through U.S. corporations.
Our North American cruise ship businesses and certain ship-owning subsidiaries
are engaged in a trade or business within the U.S. Depending on its
itinerary, any particular ship may generate income from sources within the
U.S. We believe that our U.S. source income and the income of our ship-owning
subsidiaries, to the extent derived from, or incidental to, the international
operation of a ship or ships, is exempt from U.S. federal income and branch
profit taxes.
Our domestic U.S. operations, principally the hotel and transportation
business of Holland America Princess Alaska Tours, are subject to federal and
state income taxation in the U.S.
In general, under Section 883 of the Internal Revenue Code, certain non-U.S.
corporations (such as our North American cruise ship businesses) are not
subject to U.S. federal income tax or branch profits tax on U.S. source income
derived from, or incidental to, the international operation of a ship or
ships. Applicable U.S. Treasury regulations provide in general that a foreign
corporation will qualify for the benefits of Section 883 if, in relevant part,
(i) the foreign country in which the foreign corporation is organized grants
an equivalent exemption to corporations organized in the U.S. in respect of
each category of shipping income for which an exemption is being claimed under
Section 883 (an "equivalent exemption jurisdiction") and (ii) the foreign
corporation meets a defined publicly-traded corporation stock ownership test
(the "publicly-traded test"). Subsidiaries of foreign corporations that are
organized in an equivalent exemption jurisdiction and meet the publicly-traded
test also benefit from Section 883. We believe that Panama is an equivalent
exemption jurisdiction and that Carnival Corporation currently satisfies the
publicly-traded test under the regulations. Accordingly, for fiscal 2025,
substantially all of Carnival Corporation's income is exempt from U.S. federal
income and branch profit taxes.
Regulations under Section 883 list certain activities that the Internal
Revenue Service does not consider to be incidental to the international
operation of ships and, therefore, the income attributable to such activities,
to the extent such income is U.S. sourced, does not qualify for the Section
883 exemption. Among the activities identified as not incidental are income
from the sale of air transportation, transfers, shore excursions and pre- and
post-cruise land packages to the extent earned from sources within the U.S.
We believe that the U.S. sourced transportation income earned by Carnival plc
and its subsidiaries qualifies for exemption from U.S. federal income tax
under applicable bilateral U.S. income tax treaties.
Carnival Corporation, Carnival plc and certain subsidiaries are subject to
various U.S. state income taxes generally imposed on each state's portion of
the U.S. source income subject to U.S. federal income taxes. However, the
state of Alaska imposes an income tax on its allocated portion of the total
income of our companies doing business in Alaska and certain of their
subsidiaries.
UK Income Tax
Cunard and P&O Cruises are divisions of Carnival plc and have elected to
enter the UK tonnage tax regime under a rolling eight-year term and,
accordingly, reapply every year. Companies to which the tonnage tax regime
applies pay corporation taxes on profits calculated by reference to the net
tonnage of qualifying ships. UK corporation tax is not chargeable under the
normal UK tax rules on these brands' relevant shipping income. Relevant
shipping income includes income from the operation of qualifying ships and
from shipping related activities.
For a company to be eligible for the regime, it must be subject to UK
corporation tax and, among other matters, operate qualifying ships that are
strategically and commercially managed in the UK. Companies within the UK
tonnage tax regime are also subject to a seafarer training requirement.
Our UK non-shipping activities that do not qualify under the UK tonnage tax
regime remain subject to normal UK corporation tax.
Italian and German Income Tax
In December 2024, the European Commission formally approved the Italian
tonnage tax rules for 10 years. In 2025, AIDA and Costa elected to remain in
the Italian tonnage tax regime through 2034. Companies to which the tonnage
tax regime applies pay corporation taxes on shipping profits calculated by
reference to the net tonnage of qualifying ships.
Our non-shipping activities that do not qualify under the Italian tonnage tax
regime remain subject to normal Italian corporation tax.
Substantially all of AIDA's earnings are exempt from German income taxes by
virtue of the Germany/Italy income tax treaty.
Global Minimum Tax
The Organization for Economic Co-operation and Development ("OECD") issued
Model Rules for implementation of a 15% minimum tax for multinational
enterprises as part of its initiative intended to address the tax challenges
arising from globalization. Subject to certain requirements, the OECD Model
Rules provide an exclusion for international shipping income.
Carnival plc and its subsidiaries became subject to these rules beginning in
fiscal 2025 and Carnival Corporation and its subsidiaries will be subject to
the rules beginning in fiscal 2026. Carnival plc and its subsidiaries are
eligible for the international shipping income exclusion based on their
current structure. Effective December 1, 2025, Carnival Corporation and
certain of its subsidiaries aligned into a single tax jurisdiction with
Carnival plc. As a result, we do not believe the application of these rules
will have a material impact on our consolidated financial statements. We will
continue to monitor the development of the OECD's rules and evaluate the
impact on our business.
Other
In addition to or in place of income taxes, virtually all jurisdictions where
our ships call impose taxes, fees and other charges based on guest counts,
ship tonnage, passenger capacity or some other measure.
NOTE 9 - Shareholders' Equity
Carnival Corporation's Articles of Incorporation authorize its Boards of
Directors, at its discretion, to issue up to 40.0 million shares of preferred
stock. At November 30, 2025 and 2024, no Carnival Corporation preferred stock
or Carnival plc preference shares had been issued.
Accumulated Other Comprehensive Income (Loss)
November 30,
(in millions) 2025 2024 2023
Cumulative foreign currency translation adjustments, net $(1,818) $(1,955) $(1,952)
Unrecognized pension expenses (44) (45) (34)
Net gains on cash flow derivative hedges and other 52 26 48
$(1,810) $(1,975) $(1,939)
During 2025, 2024 and 2023, we had an immaterial amount of unrecognized
pension expenses that were reclassified out of accumulated other comprehensive
loss and were included within payroll and related expenses and selling and
administrative expenses.
Dividends
In December 2025, the Boards of Directors approved the reinstatement of the
company's quarterly dividend and declared an initial $0.15 per share dividend
with a record date of February 13, 2026 and a payment date of February 27,
2026.
NOTE 10 - 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
November 30, 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) $23,229 $- $24,167 $- $22,449 $- $23,241 $-
Floating rate debt (a) 4,154 - 4,142 - 5,764 - 5,685 -
Total $27,383 $- $28,308 $- $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
Cash equivalents consisting of money market funds and cash investments with
original maturities of less than 90 days were $1.4 billion and $0.4 billion as
of November 30, 2025 and November 30, 2024. 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 July 31, 2025, we performed our annual impairment reviews and determined
there was no impairment for goodwill or trademarks.
As of November 30, 2025 and November 30, 2024, goodwill for our North America
segment was $579 million.
Trademarks
(in millions) North America Europe Segment Total
Segment
At November 30, 2023 $927 $237 $1,164
Exchange movements - (4) (4)
At November 30, 2024 927 234 1,161
Exchange movements - 15 15
At November 30, 2025 $927 $249 $1,176
Impairment of Ships
We review our ships for impairment whenever events or circumstances indicate
that the carrying value of a ship may not be recoverable. No ship impairments
were recognized in 2025, 2024 and 2023.
Derivative Instruments and Hedging Activities
As of November 30, 2025, we had no remaining interest rate swaps. We
previously had interest rate swaps whereby we received floating interest rate
payments in exchange for making fixed interest rate payments. These
derivatives were considered Level 2 instruments. The SOFR-based interest rate
swap agreements effectively changed $1.0 billion of SOFR-based floating rate
debt to fixed rate debt, were designated as cash flow hedges and were
terminated in July 2025. The fair value of these derivatives, as of November
30, 2024 and the associated gains and losses recognized in other comprehensive
income (loss) and in net income (loss) in 2025, 2024 and 2023 were 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 November 30,
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, 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 11 - Leases
The components of expense were as follows:
November 30,
(in millions) 2025 2024 2023
Operating lease expense $233 $215 $213
Variable lease expense (a) $209 $211 $116
(a) Variable lease expense represents costs associated with our multi-year
preferential berthing agreements which vary based on the number of passengers.
These costs are recorded within commissions, transportation and other in our
Consolidated Statements of Income (Loss). Variable lease expense related to
operating leases, other than the port facilities, were not material to our
consolidated financial statements.
During 2025, 2024 and 2023, the cash outflow for leases was materially
consistent with the lease expense recognized and short-term lease costs were
not material for the periods presented.
Right-of-use assets obtained in exchange for new and amended operating lease
liabilities was $103 million in 2025, $247 million in 2024 and $108 million
in 2023.
Weighted average of the remaining lease terms and weighted average discount
rates are as follows:
November 30, 2025 November 30, 2024
Weighted average remaining lease term - operating leases (in years) 11 12
Weighted average discount rate - operating leases 5.4% 5.9%
As of November 30, 2025, maturities of operating lease liabilities were as
follows:
(in millions)
Year
2026 $233
2027 227
2028 212
2029 167
2030 133
Thereafter 843
Total lease payments 1,816
Less: Present value discount (463)
Present value of lease liabilities $1,353
For time charter arrangements where we are the lessor and for transactions
with cruise guests related to the use of cabins, we do not separate lease and
non-lease components since (1) the lease on a standalone basis would be
classified as an operating lease and (2) the timing and pattern of transfer
for the lease component and associated non-lease component are the same. As
the non-lease components are the predominant components in the agreements, we
account for these transactions under the Revenue Recognition guidance.
NOTE 12 - 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 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
qualitative 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.
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 reconcilation of adjusted operating
income (loss) to net income (loss) before income taxes:
As of and for the year ended November 30, 2025
(in millions) North America Europe Cruise Support Tour and Other Total
Total Revenues $17,604 $8,467 $309 $241 $26,622
Cruise and tour operating expenses:
Commissions, transportation and other 2,104 1,326 (99) (e) -
Onboard and other 2,215 549 52 -
Payroll and related 1,438 1,001 149 -
Fuel 1,207 600 2 -
Food 1,065 432 2 -
Adjusted other operating (a)(b) 2,561 1,171 105 177
Total adjusted cruise and tour operating expenses 10,591 5,078 211 177 16,057
Adjusted selling and administrative expense (c)(d) 1,962 1,034 365 17 3,378
Depreciation and amortization expense 1,818 746 200 26 2,790
Adjusted Operating Income (Loss) 3,233 1,610 (468) 22 4,396
Gains on ship sales and impairments 110
Restructuring expenses (13)
Other (10)
Interest income 51
Interest expense, net of capitalized interest (1,349)
Debt extinguishment and modification costs (409)
Other income (expense), net (4)
Income (Loss) Before Income Taxes $2,772
Capital Expenditures $2,367 $557 $647 $41 $3,611
Total Assets $31,400 $16,030 $3,836 $421 $51,687
(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 gains on ship sales and impairments.
(c) Excludes restructuring expenses.
(d) Excludes certain other gains and losses that are not part of our core
operating business.
(e) Includes intercompany port fees, taxes and charges to our cruise
segments related to our port destinations and exclusive islands, which
eliminate in consolidation.
As of and for the year ended November 30, 2024
(in millions) North America Europe Cruise Support Tour and Other Total
Total Revenues $16,802 $7,710 $255 $255 $25,021
Cruise and tour operating expenses:
Commissions, transportation and other 2,072 1,245 (86) (d) -
Onboard and other 2,151 479 48 -
Payroll and related 1,419 924 121 -
Fuel 1,371 634 2 -
Food 1,051 406 1 -
Adjusted other operating (a)(b) 2,531 1,047 69 193
Total adjusted cruise and tour operating expenses 10,594 4,734 156 193 15,677
Adjusted selling and administrative expense (c) 1,938 953 320 19 3,231
Depreciation and amortization expense 1,664 676 193 24 2,557
Adjusted Operating Income (Loss) 2,605 1,347 (414) 18 3,556
Gains on ship sales and impairments 39
Restructuring expenses (21)
Interest income 93
Interest expense, net of capitalized interest (1,755)
Debt extinguishment and modification costs (79)
Other income (expense), net 83
Income (Loss) Before Income Taxes $1,915
Capital Expenditures $3,943 $270 $382 $32 $4,626
Total Assets $30,892 $15,042 $2,732 $390 $49,057
(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 gains on ship sales and impairments.
(c) Excludes restructuring expenses.
(d) Includes intercompany port fees, taxes and charges to our cruise
segments related to our port destinations and exclusive islands, which
eliminate in consolidation.
As of and for the year ended November 30, 2023
(in millions) North America Europe Cruise Support Tour and Other Total
Total Revenues $14,588 $6,535 $206 $265 $21,593
Cruise and tour operating expenses:
Commissions, transportation and other 1,773 1,059 (71) (d) -
Onboard and other 1,919 411 45 -
Payroll and related 1,350 923 99 -
Fuel 1,397 648 2 -
Food 955 380 - -
Adjusted other operating (a)(b) 2,233 1,024 52 205
Total adjusted cruise and tour operating expenses 9,628 4,445 127 205 14,405
Adjusted selling and administrative expense (c) 1,753 865 286 27 2,931
Depreciation and amortization expense 1,495 668 184 23 2,370
Adjusted Operating Income (Loss) 1,712 556 (392) 11 1,887
Gains on ship sales and impairments 88
Restructuring expenses (19)
Interest income 233
Interest expense, net of capitalized interest (2,066)
Debt extinguishment and modification costs (111)
Other income (expense), net (75)
Income (Loss) Before Income Taxes $(62)
Capital Expenditures $1,932 $1,161 $179 $12 $3,284
Total Assets $28,547 $16,524 $3,667 $382 $49,120
(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 gains on ship sales and impairments.
(c) Excludes restructuring expenses.
(d) Includes intercompany port fees, taxes and charges to our cruise
segments related to our port destinations and exclusive islands, which
eliminate in consolidation.
Revenue by country, which are based on where our guests are sourced, were as
follows:
Years Ended November 30,
(in millions) 2025 2024 2023
United States $14,847 $14,061 $12,253
Germany 3,348 3,063 2,651
United Kingdom 3,054 2,740 2,284
Other (a) 5,374 5,157 4,406
$26,622 $25,021 $21,593
(a) No other individual country's revenue exceeded 10% for the years ended
November 30, 2025, 2024 and 2023.
Substantially all of our long-lived assets consist of our ships and move
between geographic areas.
NOTE 13 - Compensation Plans and Post-Employment Benefits
Equity Plans
We issue our share-based compensation awards, which at November 30, 2025
included time-based share awards (restricted stock awards and restricted stock
units) and performance-based share awards (restricted stock units)
(collectively "equity awards"), under the Carnival Corporation and Carnival
plc stock plans. Equity awards are principally granted to management level
employees and members of our Boards of Directors. The plans are administered
by the Compensation Committees which are made up of independent directors who
determine which employees are eligible to participate, the monetary value or
number of shares for which equity awards are to be granted and the amounts
that may be exercised or sold within a specified term. We had an aggregate of
22.7 million shares available for future grant at November 30, 2025. We
fulfill our equity award obligations using shares purchased in the open market
or with unissued or treasury shares. Our equity awards generally vest over a
three-year period, subject to earlier vesting under certain conditions.
Shares Weighted-Average
Grant Date Fair
Value
Outstanding at November 30, 2024 11,922,246 $12.48
Granted 6,025,742 $17.76
Vested (4,295,161) $13.89
Forfeited (1,088,724) $14.38
Outstanding at November 30, 2025 12,564,103 $14.37
As of November 30, 2025, there was $157 million of total unrecognized
compensation cost related to equity awards, which is expected to be recognized
over a weighted-average period of 1.6 years.
Single-employer Defined Benefit Pension Plans
We maintain several single-employer defined benefit pension plans, which cover
certain shipboard and shoreside employees. The U.S. and UK shoreside employee
plans are closed to new membership and are funded at or above the level
required by U.S. or UK regulations. The remaining defined benefit plans are
primarily unfunded. These plans provide pension benefits primarily based on
employee compensation and years of service.
UK Plan (a) All Other Plans
(in millions) 2025 2024 2025 2024
Change in projected benefit obligation:
Projected benefit obligation as of December 1 $159 $181 $250 $226
Past service cost 1 1 20 18
Interest cost 8 8 12 12
Benefits paid (6) (7) (19) (17)
Actuarial (gain) loss on plans' liabilities (9) (3) (4) 12
Plan amendments - - 1 -
Plan curtailments, settlements and other - - (1) (1)
Administrative expenses (1) (1) - -
Exchange movements and other 7 (21) - -
Projected benefit obligation as of November 30 158 159 259 250
Change in plan assets:
Fair value of plan assets as of December 1 168 196 8 9
Return (loss) on plans' assets (5) 4 - 1
Employer contributions - - 19 17
Benefits paid (6) (7) (19) (17)
Plan settlements - - (1) (1)
Administrative expenses (1) (1) - -
Exchange movements and other 7 (25) - -
Fair value of plan assets as of November 30 163 168 8 8
Funded status as of November 30 $5 $9 $(251) $(242)
(a) The P&O Princess Cruises (UK) Pension Scheme ("UK Plan").
The amounts recognized in the Consolidated Balance Sheets for these plans were
as follows:
UK Plan All Other Plans
November 30, November 30,
(in millions) 2025 2024 2025 2024
Other assets $5 $9 $- $-
Accrued liabilities and other $- $- $30 $32
Other long-term liabilities $- $- $221 $210
The accumulated benefit obligation for all defined benefit pension plans was
$252 million and $244 million at November 30, 2025 and 2024.
Amounts for pension plans with accumulated benefit obligations in excess of
fair value of plan assets are as follows:
November 30,
(in millions) 2025 2024
Projected benefit obligation $259 $250
Accumulated benefit obligation $252 $244
Fair value of plan assets $8 $8
The net periodic pension cost recognized in the Consolidated Statements of
Income (Loss) were as follows:
UK Plan All Other Plans
November 30, November 30,
(in millions) 2025 2024 2023 2025 2024 2023
Service cost $1 $1 $1 $20 $18 $18
Interest cost 8 8 8 12 12 11
Expected return on plan assets (10) (9) (8) - - -
Amortization of net loss (gain) 2 2 - - - -
Settlement loss recognized - - - - - 1
Net periodic pension cost (income) $2 $2 $1 $33 $31 $30
The components of net periodic pension cost other than the service cost
component are included in other income (expense), net in the Consolidated
Statements of Income (Loss).
Weighted average assumptions used to determine the projected benefit
obligation are as follows:
UK Plan All Other Plans
2025 2024 2025 2024
Discount rate 5.5% 5.2% 5.1% 5.2%
Rate of compensation increase 2.7% 2.9% 3.0% 3.0%
Weighted average assumptions used to determine net pension income are as
follows:
UK Plan All Other Plans
2025 2024 2023 2025 2024 2023
Discount rate 5.2% 5.2% 4.3% 5.2% 5.6% 5.4%
Expected return on assets 5.7% 5.6% 4.3% 3.8% 6.0% 3.5%
Rate of compensation increase 2.9% 2.9% 2.9% 3.0% 3.0% 3.0%
The discount rate used to determine the UK Plan's projected benefit obligation
was determined as the single equivalent rate based on applying a yield curve
determined from AA credit rated bonds at the balance sheet date to the cash
flows making up the pension plan's obligations. The discount rate used to
determine the UK Plan's future net periodic pension cost was determined as the
equivalent rate based on applying each individual spot rate from a yield curve
determined from AA credit rated bonds at the balance sheet date for each
year's cash flow. The UK Plan's expected long-term return on plan assets is
consistent with the long-term investment return target provided to the UK
Plan's fiduciary manager (UK government fixed interest bonds (gilts)) plus
1.5% and was 5.1% per annum as of November 30, 2025.
Amounts recognized in AOCI are as follows:
UK Plan All Other Plans
November 30, November 30,
2025 2024 2025 2024
Actuarial losses (gains) recognized in the current year $5 $2 $(4) $12
Amortization and settlements included in net periodic pension cost $(2) $(2) $(1) $(1)
We anticipate making contributions of $30 million to the plans during 2026.
Estimated future benefit payments to be made during each of the next five
fiscal years and in the aggregate during the succeeding five fiscal years are
as follows:
(in millions) UK Plan All Other Plans
2026 $8 $31
2027 8 25
2028 8 28
2029 9 27
2030 9 28
2031-2035 53 153
$95 $293
Our investment strategy for our pension plan assets is to maintain a
diversified portfolio of asset classes to produce a sufficient level of
diversification and investment return over the long term. The investment
policy for each plan specifies the type of investment vehicles appropriate for
the plan, asset allocation guidelines, criteria for selection of investment
managers and procedures to monitor overall investment performance, as well as
investment manager performance. As of November 30, 2025 and 2024, the All
Other Plans were unfunded.
The fair values of the plan assets of the UK Plan by investment class are as
follows:
November 30,
2025 2024
Equities $12 $11
UK government fixed interest bonds (gilts) 151 157
$163 $168
Multiemployer Defined Benefit Pension Plans
We participate in two multiemployer defined benefit pension plans in the UK,
the British Merchant Navy Officers Pension Fund (registration number 10005645)
("MNOPF"), which is divided into two sections, the "Old Section" and the "New
Section," and the British Merchant Navy Ratings Pension Fund (registration
number 10005646) ("MNRPF"). Collectively, we refer to these as "the
multiemployer plans." The multiemployer plans are maintained for the benefit
of the employees of the participating employers who make contributions to the
plans. The risks of participating in these multiemployer plans are different
from single-employer plans, including:
• Contributions made by employers, including us, may be used to
provide benefits to employees of other participating employers
• If any of the participating employers were to withdraw from the
multiemployer plans or fail to make their required contributions, any unfunded
obligations would be the responsibility of the remaining participating
employers
We are contractually obligated to make all required contributions as
determined by the plans' trustees. All of our multiemployer plans are closed
to new membership and future benefit accrual.
The MNOPF Old Section is fully funded and covered by a third-party insurer,
with no further funding obligations.
We expense our portion of the MNOPF New Section deficit as amounts are
invoiced by, and become due and payable to, the trustees. Based on the final
triennial valuation as of March 31, 2024 of the MNOPF New Section, it was
determined that this plan was 99% funded. In 2025, 2024 and 2023, our
contributions to the MNOPF New Section did not exceed 5% of total
contributions to the fund.
We accrue and expense our portion of the MNRPF deficit based on our estimated
probable obligation from the most recent actuarial review. Based on the most
recent triennial valuation at March 31, 2023 of the MNRPF, it was determined
that this plan was 85% funded. Our share of the deficit of $3 million was
paid in 2024. In 2025, 2024 and 2023, our contributions to the MNRPF did not
exceed 5% of total contributions to the fund.
Total expense (benefit) for the multiemployer plans was $2 million in 2025,
$(19) million in 2024 and $1 million in 2023.
Defined Contribution Plans
We have several defined contribution plans available to most of our employees.
We contribute to these plans based on employee contributions, salary levels
and length of service. Total expense for these plans was $54 million in 2025,
$47 million in 2024 and $48 million in 2023.
NOTE 14 - Earnings Per Share
Years Ended November 30,
(in millions, except per share data) 2025 2024 2023
Net income (loss) $2,760 $1,916 $(74)
Interest expense on dilutive Convertible Notes 71 94 -
Net income (loss) for diluted earnings per share $2,831 $2,009 $(74)
Weighted-average shares outstanding 1,312 1,274 1,262
Dilutive effect of equity awards 5 5 -
Dilutive effect of Convertible Notes 84 119 -
Diluted weighted-average shares outstanding 1,402 1,398 1,262
Basic earnings per share $2.10 $1.50 $(0.06)
Diluted earnings per share $2.02 $1.44 $(0.06)
Antidilutive shares excluded from diluted earnings per share computations were
as follows:
November 30,
(in millions) 2025 2024 2023
Equity awards - - 4
Convertible Notes - - 130
Total antidilutive securities - - 134
NOTE 15 - Supplemental Cash Flow Information
November 30,
(in millions) 2025 2024 2023
Cash and cash equivalents (Consolidated Balance Sheets) $1,928 $1,210 $2,415
Restricted cash (included in prepaid expenses and other and other assets) 30 21 21
Total cash, cash equivalents and restricted cash (Consolidated Statements of $1,958 $1,231 $2,436
Cash Flows)
Cash paid for interest, net of capitalized interest, was $1.2 billion in
2025, $1.6 billion in 2024 and $2.0 billion in 2023. Cash benefit received
(paid) for income taxes, net was not material in 2025, 2024 and 2023. Non-cash
purchases of property and equipment included in accrued liabilities and other
were $417 million in 2025, $392 million in 2024 and $307 million in 2023.
For the years ended November 30, 2025, 2024 and 2023, we did not have
borrowings or repayments of commercial paper with original maturities greater
than three months.
In 2025, emission allowances and obligations of $48 million were surrendered
and derecognized based on the first-in, first out method, and were non-cash
activities.
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