STOCK TITAN

[10-Q] Carnival PLC Quarterly Earnings Report

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

Carnival (NYSE:CUK) filed its Q2 FY 2025 10-Q for the period 1 Dec 2024 – 31 May 2025. The extract chiefly details capital-structure and segment data rather than full P&L figures. Two operating segments are reported—Passenger Ticket and Onboard & Other.

Liquidity actions dominate the disclosure: the company entered a new multi-currency revolving facility, added senior secured term loans and issued a series of secured and unsecured notes maturing between 2026 and 2037, including A1000 senior notes due 2029. A subsequent-event note confirms execution of the revolver on 30 Jun 2025. Equity tables show movements in common/ordinary shares, APIC, retained earnings and AOCI; no dividend declaration appears. The filing does not flag covenant breaches or going-concern uncertainties.

Investors should weigh the extended debt-maturity ladder and added credit headroom against the still-elevated leverage implied by the breadth of new obligations.

Carnival (NYSE:CUK) ha presentato il 10-Q del secondo trimestre dell'anno fiscale 2025, relativo al periodo dal 1° dicembre 2024 al 31 maggio 2025. L'estratto si concentra principalmente su dati relativi alla struttura del capitale e ai segmenti operativi, piuttosto che su dati completi di conto economico. Sono riportati due segmenti operativi: Biglietti Passeggeri e Servizi a Bordo e Altro.

Le azioni di liquidità dominano la comunicazione: la società ha stipulato una nuova linea di credito revolving multi-valuta, ha aggiunto prestiti a termine senior garantiti e ha emesso una serie di obbligazioni garantite e non garantite con scadenze tra il 2026 e il 2037, inclusi i senior notes A1000 con scadenza 2029. Una nota sugli eventi successivi conferma l'esecuzione della linea revolving il 30 giugno 2025. Le tabelle azionarie mostrano movimenti in azioni ordinarie, APIC, utili trattenuti e AOCI; non è stata dichiarata alcuna distribuzione di dividendi. Il documento non segnala violazioni di covenant né incertezze sulla continuità aziendale.

Gli investitori dovrebbero valutare l'allungamento delle scadenze del debito e l'aumento della capacità di credito rispetto alla leva finanziaria ancora elevata implicita dall'ampiezza dei nuovi obblighi.

Carnival (NYSE:CUK) presentó su 10-Q del segundo trimestre del año fiscal 2025, correspondiente al período del 1 de diciembre de 2024 al 31 de mayo de 2025. El extracto se centra principalmente en datos de estructura de capital y segmentos, en lugar de cifras completas de pérdidas y ganancias. Se reportan dos segmentos operativos: Boleto de Pasajero y A Bordo y Otros.

Las acciones de liquidez dominan la divulgación: la empresa accedió a una nueva línea revolvente multimoneda, añadió préstamos a plazo senior garantizados y emitió una serie de bonos garantizados y no garantizados con vencimientos entre 2026 y 2037, incluyendo los bonos senior A1000 con vencimiento en 2029. Una nota sobre eventos posteriores confirma la ejecución de la línea revolvente el 30 de junio de 2025. Las tablas de capital muestran movimientos en acciones comunes, APIC, ganancias retenidas y AOCI; no se declara dividendo alguno. El informe no señala incumplimientos de convenios ni incertidumbres sobre la continuidad del negocio.

Los inversores deben sopesar la extensión de los vencimientos de la deuda y el aumento del margen crediticio frente al apalancamiento aún elevado que implica la amplitud de las nuevas obligaciones.

Carnival (NYSE:CUK)는 2025 회계연도 2분기 10-Q 보고서를 2024년 12월 1일부터 2025년 5월 31일까지의 기간에 대해 제출했습니다. 이 발췌문은 전체 손익계산서 수치보다는 자본 구조 및 사업 부문 데이터에 중점을 두고 있습니다. 두 개의 운영 부문이 보고되었으며, 승객 티켓선상 및 기타입니다.

유동성 조치가 주된 내용으로, 회사는 새로운 다중 통화 회전 신용 한도를 체결하고, 선순위 담보 대출을 추가했으며, 2026년부터 2037년까지 만기인 담보 및 무담보 채권을 발행했습니다. 여기에는 2029년 만기 A1000 선순위 채권도 포함됩니다. 후속 사건 노트는 2025년 6월 30일에 회전 신용 한도가 실행되었음을 확인합니다. 자본 표에는 보통주, APIC, 이익잉여금 및 AOCI의 변동이 나타나 있으며 배당 선언은 없습니다. 제출 문서에는 채무 조건 위반이나 계속 기업 불확실성이 표시되지 않았습니다.

투자자들은 연장된 부채 만기 일정과 증가된 신용 여력을, 새로운 의무의 폭으로 인해 여전히 높은 레버리지와 비교하여 신중히 평가해야 합니다.

Carnival (NYSE:CUK) a déposé son 10-Q du deuxième trimestre de l'exercice 2025, couvrant la période du 1er décembre 2024 au 31 mai 2025. L'extrait détaille principalement la structure du capital et les données par segment plutôt que les chiffres complets du compte de résultat. Deux segments opérationnels sont rapportés : Billets Passagers et À Bord & Autres.

Les mesures de liquidité dominent la communication : la société a contracté une nouvelle facilité renouvelable multi-devises, ajouté des prêts à terme garantis senior et émis une série d'obligations garanties et non garanties arrivant à échéance entre 2026 et 2037, y compris les senior notes A1000 échéant en 2029. Une note sur les événements postérieurs confirme l'exécution de la facilité renouvelable le 30 juin 2025. Les tableaux d'équité montrent des mouvements dans les actions ordinaires, l'APIC, les bénéfices non répartis et les autres éléments du résultat global (AOCI) ; aucune déclaration de dividende n'apparaît. Le dépôt ne signale pas de violations de covenants ni d'incertitudes sur la continuité d'exploitation.

Les investisseurs doivent équilibrer l'allongement des échéances de la dette et l'augmentation de la marge de crédit avec l'effet de levier encore élevé impliqué par l'ampleur des nouvelles obligations.

Carnival (NYSE:CUK) hat seinen 10-Q für das zweite Quartal des Geschäftsjahres 2025 für den Zeitraum vom 1. Dezember 2024 bis 31. Mai 2025 eingereicht. Der Auszug konzentriert sich hauptsächlich auf Kapitalstruktur- und Segmentdaten und nicht auf vollständige Gewinn- und Verlustzahlen. Es werden zwei operative Segmente berichtet – Passagierticket und An Bord & Sonstiges.

Im Mittelpunkt der Offenlegung stehen Liquiditätsmaßnahmen: Das Unternehmen hat eine neue revolvierende Mehrwährungsfazilität aufgenommen, zusätzliche besicherte Terminkredite hinzugefügt und eine Reihe von besicherten und unbesicherten Anleihen mit Fälligkeiten zwischen 2026 und 2037 ausgegeben, darunter A1000 Senior Notes mit Fälligkeit 2029. Eine Nachtragsmitteilung bestätigt die Ausführung der revolvierenden Kreditlinie am 30. Juni 2025. Die Eigenkapitaltabellen zeigen Bewegungen bei Stammaktien, Kapitalrücklagen, einbehaltenen Gewinnen und sonstigen umfassenden Ergebnissen; eine Dividendenerklärung fehlt. Im Bericht werden keine Covenant-Verstöße oder Zweifel an der Unternehmensfortführung genannt.

Investoren sollten die verlängerte Schuldenfälligkeit und den erweiterten Kreditspielraum gegen die weiterhin hohe Verschuldung abwägen, die sich aus dem Umfang der neuen Verpflichtungen ergibt.

Positive
  • None.
Negative
  • None.

Insights

No income data, but fresh credit lines extend liquidity runway.

Absent earnings figures, the focus is on financing. The new multi-currency revolver and multiple notes push weighted-average maturities well beyond 2030, reducing near-term refinancing risk. However, without accompanying cash-flow metrics it is unclear whether incremental borrowing costs outweigh flexibility benefits. Share-capital schedules show no dilution during the quarter, suggesting financing was debt-heavy. The absence of dividend activity signals continued cash preservation. Overall, the filing stabilises liquidity but leaves profitability opaque.

Maturities shift out, leverage profile still heavy.

Extending maturities via secured and unsecured instruments—some through 2037—alleviates short-term default risk. Yet layering additional facilities increases gross debt and collateral encumbrance, potentially narrowing future borrowing capacity. Covenant period disclosures tied to the new revolver indicate tighter oversight through at least four monitoring windows. Lack of accompanying EBITDA figures hampers leverage ratio assessment, but breadth of instruments implies continued high leverage, keeping credit risk flat rather than reduced.

Carnival (NYSE:CUK) ha presentato il 10-Q del secondo trimestre dell'anno fiscale 2025, relativo al periodo dal 1° dicembre 2024 al 31 maggio 2025. L'estratto si concentra principalmente su dati relativi alla struttura del capitale e ai segmenti operativi, piuttosto che su dati completi di conto economico. Sono riportati due segmenti operativi: Biglietti Passeggeri e Servizi a Bordo e Altro.

Le azioni di liquidità dominano la comunicazione: la società ha stipulato una nuova linea di credito revolving multi-valuta, ha aggiunto prestiti a termine senior garantiti e ha emesso una serie di obbligazioni garantite e non garantite con scadenze tra il 2026 e il 2037, inclusi i senior notes A1000 con scadenza 2029. Una nota sugli eventi successivi conferma l'esecuzione della linea revolving il 30 giugno 2025. Le tabelle azionarie mostrano movimenti in azioni ordinarie, APIC, utili trattenuti e AOCI; non è stata dichiarata alcuna distribuzione di dividendi. Il documento non segnala violazioni di covenant né incertezze sulla continuità aziendale.

Gli investitori dovrebbero valutare l'allungamento delle scadenze del debito e l'aumento della capacità di credito rispetto alla leva finanziaria ancora elevata implicita dall'ampiezza dei nuovi obblighi.

Carnival (NYSE:CUK) presentó su 10-Q del segundo trimestre del año fiscal 2025, correspondiente al período del 1 de diciembre de 2024 al 31 de mayo de 2025. El extracto se centra principalmente en datos de estructura de capital y segmentos, en lugar de cifras completas de pérdidas y ganancias. Se reportan dos segmentos operativos: Boleto de Pasajero y A Bordo y Otros.

Las acciones de liquidez dominan la divulgación: la empresa accedió a una nueva línea revolvente multimoneda, añadió préstamos a plazo senior garantizados y emitió una serie de bonos garantizados y no garantizados con vencimientos entre 2026 y 2037, incluyendo los bonos senior A1000 con vencimiento en 2029. Una nota sobre eventos posteriores confirma la ejecución de la línea revolvente el 30 de junio de 2025. Las tablas de capital muestran movimientos en acciones comunes, APIC, ganancias retenidas y AOCI; no se declara dividendo alguno. El informe no señala incumplimientos de convenios ni incertidumbres sobre la continuidad del negocio.

Los inversores deben sopesar la extensión de los vencimientos de la deuda y el aumento del margen crediticio frente al apalancamiento aún elevado que implica la amplitud de las nuevas obligaciones.

Carnival (NYSE:CUK)는 2025 회계연도 2분기 10-Q 보고서를 2024년 12월 1일부터 2025년 5월 31일까지의 기간에 대해 제출했습니다. 이 발췌문은 전체 손익계산서 수치보다는 자본 구조 및 사업 부문 데이터에 중점을 두고 있습니다. 두 개의 운영 부문이 보고되었으며, 승객 티켓선상 및 기타입니다.

유동성 조치가 주된 내용으로, 회사는 새로운 다중 통화 회전 신용 한도를 체결하고, 선순위 담보 대출을 추가했으며, 2026년부터 2037년까지 만기인 담보 및 무담보 채권을 발행했습니다. 여기에는 2029년 만기 A1000 선순위 채권도 포함됩니다. 후속 사건 노트는 2025년 6월 30일에 회전 신용 한도가 실행되었음을 확인합니다. 자본 표에는 보통주, APIC, 이익잉여금 및 AOCI의 변동이 나타나 있으며 배당 선언은 없습니다. 제출 문서에는 채무 조건 위반이나 계속 기업 불확실성이 표시되지 않았습니다.

투자자들은 연장된 부채 만기 일정과 증가된 신용 여력을, 새로운 의무의 폭으로 인해 여전히 높은 레버리지와 비교하여 신중히 평가해야 합니다.

Carnival (NYSE:CUK) a déposé son 10-Q du deuxième trimestre de l'exercice 2025, couvrant la période du 1er décembre 2024 au 31 mai 2025. L'extrait détaille principalement la structure du capital et les données par segment plutôt que les chiffres complets du compte de résultat. Deux segments opérationnels sont rapportés : Billets Passagers et À Bord & Autres.

Les mesures de liquidité dominent la communication : la société a contracté une nouvelle facilité renouvelable multi-devises, ajouté des prêts à terme garantis senior et émis une série d'obligations garanties et non garanties arrivant à échéance entre 2026 et 2037, y compris les senior notes A1000 échéant en 2029. Une note sur les événements postérieurs confirme l'exécution de la facilité renouvelable le 30 juin 2025. Les tableaux d'équité montrent des mouvements dans les actions ordinaires, l'APIC, les bénéfices non répartis et les autres éléments du résultat global (AOCI) ; aucune déclaration de dividende n'apparaît. Le dépôt ne signale pas de violations de covenants ni d'incertitudes sur la continuité d'exploitation.

Les investisseurs doivent équilibrer l'allongement des échéances de la dette et l'augmentation de la marge de crédit avec l'effet de levier encore élevé impliqué par l'ampleur des nouvelles obligations.

Carnival (NYSE:CUK) hat seinen 10-Q für das zweite Quartal des Geschäftsjahres 2025 für den Zeitraum vom 1. Dezember 2024 bis 31. Mai 2025 eingereicht. Der Auszug konzentriert sich hauptsächlich auf Kapitalstruktur- und Segmentdaten und nicht auf vollständige Gewinn- und Verlustzahlen. Es werden zwei operative Segmente berichtet – Passagierticket und An Bord & Sonstiges.

Im Mittelpunkt der Offenlegung stehen Liquiditätsmaßnahmen: Das Unternehmen hat eine neue revolvierende Mehrwährungsfazilität aufgenommen, zusätzliche besicherte Terminkredite hinzugefügt und eine Reihe von besicherten und unbesicherten Anleihen mit Fälligkeiten zwischen 2026 und 2037 ausgegeben, darunter A1000 Senior Notes mit Fälligkeit 2029. Eine Nachtragsmitteilung bestätigt die Ausführung der revolvierenden Kreditlinie am 30. Juni 2025. Die Eigenkapitaltabellen zeigen Bewegungen bei Stammaktien, Kapitalrücklagen, einbehaltenen Gewinnen und sonstigen umfassenden Ergebnissen; eine Dividendenerklärung fehlt. Im Bericht werden keine Covenant-Verstöße oder Zweifel an der Unternehmensfortführung genannt.

Investoren sollten die verlängerte Schuldenfälligkeit und den erweiterten Kreditspielraum gegen die weiterhin hohe Verschuldung abwägen, die sich aus dem Umfang der neuen Verpflichtungen ergibt.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             

Commission file number: 001-9610
Commission file number: 001-15136
Carnival Corporation
image0a03.jpg
Carnival plc
(Exact name of registrant as
specified in its charter)
(Exact name of registrant as
specified in its charter)
Republic of Panama
England and Wales
(State or other jurisdiction of
incorporation or organization)
(State or other jurisdiction of
incorporation or organization)
59-156297698-0357772
(I.R.S. Employer Identification No.)(I.R.S. Employer Identification No.)
3655 N.W. 87th AvenueCarnival House, 100 Harbour Parade
Miami,Florida33178-2428SouthamptonSO15 1STUnited Kingdom
(Address of principal
executive offices)
(Zip Code)
(Address of principal
executive offices)
(Zip Code)
(305)599-260001144 23 8065 5000
(Registrant’s telephone number,
including area code)
(Registrant’s telephone number,
including area code)
NoneNone
(Former name, former address
and former fiscal year, if
changed since last report)
(Former name, former address
and former fiscal year, if
changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value)CCL
New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depositary Shares ($1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust
CUK
New York Stock Exchange, Inc.
1.000% Senior Notes due 2029CUK29New York Stock Exchange LLC

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filers
Accelerated filers
Non-accelerated filers
Smaller reporting companies
Emerging growth companies

1


If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes No ☑
At June 19, 2025, Carnival Corporation had outstanding 1,167,404,107 shares of Common Stock, $0.01 par value.
At June 19, 2025, Carnival plc had outstanding 188,478,051 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 1,167,404,107 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

2

Table of Content
CARNIVAL CORPORATION & PLC
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements
4
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
31
Item 4.
Controls and Procedures
31
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
32
Item 1A.
Risk Factors
32
Item 5.
Other Information
32
Item 6.
Exhibits
33
SIGNATURES
35

3

Table of Content
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in millions, except per share data)
 
 Three Months Ended May 31,Six Months Ended
May 31,
 2025202420252024
Revenues
  Passenger ticket$4,104 $3,754 $7,936 $7,370 
Onboard and other2,224 2,027 4,202 3,817 
6,328 5,781 12,139 11,187 
Operating Expenses
  Commissions, transportation and other780 732 1,631 1,552 
  Onboard and other671 628 1,271 1,178 
  Payroll and related640 614 1,280 1,237 
  Fuel468 525 933 1,030 
  Food372 360 726 706 
  Other operating955 938 1,813 1,800 
Cruise and tour operating expenses3,886 3,798 7,653 7,502 
Selling and administrative816 789 1,663 1,603 
Depreciation and amortization692 634 1,346 1,247 
5,394 5,221 10,662 10,352 
Operating Income934 560 1,477 836 
Nonoperating Income (Expense)
 Interest income12 25 18 58 
 Interest expense, net of capitalized interest(341)(450)(718)(921)
 Debt extinguishment and modification costs(4)(33)(255)(66)
 Other income (expense), net(20)(7)(12)(25)
(353)(464)(967)(953)
Income (Loss) Before Income Taxes582 96 510 (118)
Income Tax Expense, Net(17)(5)(24)(5)
Net Income (Loss)$565 $92 $486 $(123)
Earnings Per Share
Basic$0.43 $0.07 $0.37 $(0.10)
Diluted$0.42 $0.07 $0.37 $(0.10)

The accompanying notes are an integral part of these consolidated financial statements.
4

Table of Content
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in millions)
 
 Three Months Ended May 31,Six Months Ended
May 31,
 2025202420252024
Net Income (Loss)$565 $92 $486 $(123)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment227 7 215 7 
Other6 11 6 12 
Other Comprehensive Income (Loss)233 18 221 19 
Total Comprehensive Income (Loss)$798 $110 $708 $(104)
The accompanying notes are an integral part of these consolidated financial statements.

5

Table of Content
CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions, except par values)
 
 May 31,
2025
November 30, 2024
ASSETS
Current Assets
Cash and cash equivalents$2,146 $1,210 
Trade and other receivables, net569 590 
Inventories476 507 
Prepaid expenses and other1,158 1,070 
  Total current assets4,349 3,378 
Property and Equipment, Net42,751 41,795 
Operating Lease Right-of-Use Assets, Net 1,365 1,368 
Goodwill579 579 
Other Intangibles1,178 1,163 
Other Assets943 775 
$51,165 $49,057 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt$1,392 $1,538 
Current portion of operating lease liabilities 177 163 
Accounts payable1,198 1,133 
Accrued liabilities and other2,072 2,358 
Customer deposits8,082 6,425 
  Total current liabilities12,920 11,617 
Long-Term Debt25,862 25,936 
Long-Term Operating Lease Liabilities
1,217 1,239 
Other Long-Term Liabilities1,159 1,012 
Contingencies and Commitments
Shareholders’ Equity
Carnival Corporation common stock, $0.01 par value; 1,960 shares authorized; 1,298 shares issued at 2025 and 1,294 shares issued at 2024
13 13 
Carnival plc ordinary shares, $1.66 par value; 217 shares issued at 2025 and 2024
361 361 
Additional paid-in capital17,208 17,155 
Retained earnings2,543 2,101 
Accumulated other comprehensive income (loss) (“AOCI”)(1,753)(1,975)
Treasury stock, 131 shares at 2025 and 130 shares at 2024 of Carnival Corporation and 72 shares at 2025 and 73 shares at 2024 of Carnival plc, at cost
(8,364)(8,404)
  Total shareholders’ equity10,007 9,251 
$51,165 $49,057 
The accompanying notes are an integral part of these consolidated financial statements.
6

Table of Content
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in millions)
 Six Months Ended
May 31,
 20252024
OPERATING ACTIVITIES
Net income (loss)$486 $(123)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization1,346 1,247 
Loss on debt extinguishment253 63 
(Income) loss from equity-method investments3 7 
Share-based compensation45 30 
Amortization of discounts and debt issue costs60 72 
Non-cash lease expense77 67 
Gain on sales of ships(103) 
Greenhouse gas regulatory expense29 15 
Other72 39 
2,268 1,417 
Changes in operating assets and liabilities
Receivables22 38 
Inventories33 14 
Prepaid expenses and other assets(209)449 
Accounts payable(10)(52)
Accrued liabilities and other(382)(30)
Customer deposits1,596 1,971 
Net cash provided by (used in) operating activities3,317 3,807 
INVESTING ACTIVITIES
Purchases of property and equipment(1,458)(3,457)
Proceeds from sales of ships and other312  
Other(45)72 
Net cash provided by (used in) investing activities(1,191)(3,384)
FINANCING ACTIVITIES
Principal repayments of long-term debt(5,064)(4,072)
Debt issuance costs(41)(117)
Debt extinguishment costs(197)(41)
Proceeds from issuance of long-term debt4,082 3,048 
Other10 (1)
Net cash provided by (used in) financing activities(1,211)(1,183)
Effect of exchange rate changes on cash, cash equivalents and restricted cash24 (6)
Net increase (decrease) in cash, cash equivalents and restricted cash940 (767)
Cash, cash equivalents and restricted cash at beginning of period1,231 2,436 
Cash, cash equivalents and restricted cash at end of period$2,171 $1,669 

The accompanying notes are an integral part of these consolidated financial statements.
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CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in millions)
Three Months Ended
Common
stock
Ordinary
shares
Additional
paid-in
capital
Retained
earnings
(accumulated deficit)
AOCITreasury
stock
Total shareholders’ equity
At February 28, 2025$13 $361 $17,180 $1,991 $(1,986)$(8,376)$9,182 
Net income (loss)— — — 565 — — 565 
Other comprehensive income (loss)— — — — 233 — 233 
Issuance of treasury shares for vested share-based awards— — — (12)— 12  
Share-based compensation and other— — 28 — — (1)27 
At May 31, 2025$13 $361 $17,208 $2,543 $(1,753)$(8,364)$10,007 
At February 29, 2024$13 $361 $16,679 $(29)$(1,938)$(8,404)$6,682 
Net income (loss)— — — 92 — — 92 
Other comprehensive income (loss)— — — — 18 — 18 
Share-based compensation and other— — 22 — — — 22 
At May 31, 2024$13 $361 $16,701 $62 $(1,919)$(8,404)$6,814 

Six Months Ended
Common
stock
Ordinary
shares
Additional
paid-in
capital
Retained
earnings
AOCITreasury
stock
Total shareholders’ equity
At November 30, 2024$13 $361 $17,155 $2,101 $(1,975)$(8,404)$9,251 
Net income (loss)— — — 486 — — 486 
Other comprehensive income (loss)— — — — 221 — 221 
Issuance of treasury shares for vested share-based awards— — — (44)— 44  
Share-based compensation and other— — 52 — — (5)48 
At May 31, 2025$13 $361 $17,208 $2,543 $(1,753)$(8,364)$10,007 
At November 30, 2023$12 $361 $16,712 $185 $(1,939)$(8,449)$6,882 
Net income (loss)— — — (123)— — (123)
Other comprehensive income (loss)— — — — 19 — 19 
Issuance of treasury shares for vested share-based awards— — (47)— — 47  
Share-based compensation and other— — 36 — — (2)35 
At May 31, 2024$13 $361 $16,701 $62 $(1,919)$(8,404)$6,814 

The accompanying notes are an integral part of these consolidated financial statements.

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CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – General

The consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries. Together with their consolidated subsidiaries, they are referred to collectively in these consolidated financial statements and elsewhere in this joint Quarterly Report on Form 10-Q as “Carnival Corporation & plc,” “our,” “us” and “we.”

Basis of Presentation

The consolidated financial statements are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such Securities and Exchange Commission rules and regulations. The preparation of our interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported and disclosed. We have made reasonable estimates and judgments of such items within our financial statements and there may be changes to those estimates in future periods. Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year.

Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2024 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”) on January 27, 2025.

For 2024, we reclassified $15 million from other to greenhouse gas regulatory expense in the Consolidated Statements of Cash Flows to conform to the current year presentation.

Brand Realignment

In March 2025, we sunset the P&O Cruises (Australia) brand and folded its operations into Carnival Cruise Line.

Accounting Pronouncements

In November 2023, the FASB issued guidance, Segment Reporting - Improvements to Reportable Segment Disclosures. This guidance requires annual and interim disclosure of significant segment expenses that are provided to the chief operating decision maker (“CODM”) as well as interim disclosures for all reportable segments’ measure of profit or loss and assets. This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance is effective for us for annual periods beginning in 2025 and interim periods beginning in 2026. While this guidance will not have an effect on our Consolidated Statements of Income (Loss) or Consolidated Balance Sheets, it will affect certain segment reporting disclosures.

In December 2023, the FASB issued guidance, Income Taxes - Improvements to Income Tax Disclosures. This guidance requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction, as well as other amendments relating to income tax disclosures. This guidance is required to be adopted by us in 2026. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In November 2024, the FASB issued guidance, Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments. This guidance clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments. This guidance is required to be adopted by us in 2027. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In November 2024, the FASB issued guidance, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures - Disaggregation of Income Statement Expenses. This guidance requires annual and interim disclosure of disaggregated information for certain costs and expenses. This guidance is required to be adopted by us in 2028. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

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NOTE 2 – Revenue and Expense Recognition

Guest cruise deposits and advance onboard purchases are initially included in customer deposits when received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct expenses of a voyage are recognized as cruise expenses, upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in excess of ten nights. The impact of recognizing these shorter duration cruise revenues and expenses on a completed voyage basis versus on a pro rata basis is not material. Certain of our product offerings are bundled and we allocate the value of the bundled services and goods between passenger ticket revenues and onboard and other revenues based upon the estimated standalone selling prices of those goods and services. Future travel discount vouchers are included as a reduction of cruise passenger ticket revenues when such vouchers are utilized. Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of cancellation.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related expenses of these services are included in prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in transportation expenses at the time of revenue recognition. The cost of prepaid air and other transportation expenses at May 31, 2025 and November 30, 2024 were $228 million and $219 million. The proceeds that we collect from the sales of third-party shore excursions are included in onboard and other revenues and the related expenses are included in onboard and other expenses. The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted to them, are included in onboard and other revenues as concession revenues. All of these amounts are recognized on a completed voyage or pro rata basis as discussed above.

Fees, taxes and charges that vary with guest head counts are expensed in commissions, transportation and other expenses when the corresponding revenues are recognized. The remaining portion of fees, taxes and charges are expensed in other operating expenses when the corresponding revenues are recognized.

Revenues and expenses from our hotel and transportation operations, which are included in our Tour and Other segment, are recognized at the time the services are performed.

Customer Deposits

Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage. Cash received from guests in advance of the cruise is recorded in customer deposits and in other long-term liabilities on our Consolidated Balance Sheets. These amounts include refundable deposits. We had total customer deposits of $8.5 billion as of May 31, 2025 and $6.8 billion as of November 30, 2024. During the six months ended May 31, 2025 and 2024, we recognized revenues of $5.1 billion and $4.7 billion related to our customer deposits as of November 30, 2024 and 2023. Our customer deposits balance changes due to the seasonal nature of cash collections, which typically results from higher ticket prices and occupancy levels during the third quarter, the recognition of revenue, refunds of customer deposits and foreign currency changes.

Trade and Other Receivables

Although we generally require full payment from our customers prior to or concurrently with their cruise, we grant credit terms to a relatively small portion of our revenue source. We have receivables from credit card merchants and travel agents for cruise ticket purchases and onboard revenue. These receivables are included within trade and other receivables, net and are less allowances for expected credit losses.

Contract Costs

We recognize incremental travel agent commissions and credit and debit card fees incurred as a result of obtaining the ticket contract as assets when paid prior to the start of a voyage. We record these amounts within prepaid expenses and other and subsequently recognize these amounts as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation. We had incremental costs of obtaining contracts with customers recognized as assets of $445 million as of May 31, 2025 and $336 million as of November 30, 2024.

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NOTE 3 – Debt

May 31,November 30,
(in millions)MaturityRate (a)20252024
Secured Subsidiary Guaranteed
Notes
NotesJun 20277.88%$192 $192 
NotesAug 20284.00%2,406 2,406 
NotesAug 20297.00%500 500 
Loans
Floating rateAug 2027 - Oct 2028
SOFR + 2.00% (b)
2,449 2,449 
          Total Secured Subsidiary Guaranteed5,547 5,547 
Senior Priority Subsidiary Guaranteed
Notes (c)May 202810.38% 2,030 
Unsecured Subsidiary Guaranteed
Notes
Notes (d)Mar 20267.63% 1,351 
NotesMar 20275.75%2,722 2,722 
Convertible NotesDec 20275.75%1,131 1,131 
NotesMay 20296.00%2,000 2,000 
EUR NotesJan 20305.75%569 528 
NotesMar 20305.75%1,000  
Notes (e)Jun 203010.50% 1,000 
NotesJun 20315.88%1,000  
NotesFeb 20336.13%2,000  
Loans
EUR floating rate (f)Apr 2025
EURIBOR + 3.25%
 211 
Export Credit Facilities
Floating rateDec 2031
SOFR + 1.20% (g)
480 514 
Fixed rateAug 2027 - Dec 2032
2.42 - 3.38%
2,176 2,370 
EUR floating rateOct 2026 - Nov 2034
EURIBOR + 0.55 - 0.80%
2,596 2,590 
EUR fixed rateFeb 2031 - Sep 2037
1.05 - 4.00%
5,523 5,386 
          Total Unsecured Subsidiary Guaranteed21,197 19,803 
Unsecured (No Subsidiary Guarantee)
Notes
NotesJan 20286.65%200 200 
EUR NotesOct 20291.00%682 633 
Loans
EUR floating rate (f)Apr 2029
EURIBOR + 1.95%
341  
          Total Unsecured (No Subsidiary Guarantee)1,223 833 
Total Debt27,967 28,213 
Less: unamortized debt issuance costs and discounts(713)(738)
Total Debt, net of unamortized debt issuance costs and discounts27,254 27,475 
Less: current portion of long-term debt(1,392)(1,538)
Long-Term Debt$25,862 $25,936 

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(a)The reference rates, together with any applicable credit adjustment spread, for all of our variable debt have 0.00% to 0.75% floors.
(b)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.
(c)See “2033 Senior Unsecured Notes” below.
(d)See “2031 Senior Unsecured Notes” below.
(e)See “2030 Senior Unsecured Notes” below.
(f)In April 2025, the euro floating rate loan agreement was amended to increase the principal amount by $112 million, extend its maturity from April 2025 to April 2029, amend the loan’s margin from 3.25% to 1.95% and remove the subsidiary guarantee.
(g)Includes applicable credit adjustment spread.

As of May 31, 2025, Carnival Corporation and/or Carnival plc was the primary obligor of all our outstanding debt excluding the following:
$3.0 billion under an undrawn $1.9 billion, €0.9 billion and £0.1 billion multi-currency revolving credit facility (“Revolving Facility”) of Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”), a subsidiary of Carnival Corporation
$0.9 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation
$0.2 billion under an export credit facility of Sun Princess II Limited, a subsidiary of Carnival Corporation

As of May 31, 2025, all of our outstanding debt was issued or guaranteed by substantially the same entities with the exception of the following:
The Revolving Facility of Carnival Holdings II, which does not guarantee our other outstanding debt
The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt

As of May 31, 2025, the scheduled maturities of our debt are as follows:
(in millions)
YearPrincipal Payments
Remainder of 2025
$692 
2026
1,400 
2027
4,958 
2028
6,758 
2029
4,780 
Thereafter9,378 
Total$27,967 

Revolving Facility

As of May 31, 2025, Carnival Holdings II had $3.0 billion available for borrowing under the Revolving Facility.

New Revolving Facility

In June 2025, Carnival Corporation and Carnival plc entered into a $4.5 billion unsecured multi-currency revolving credit facility (“New Revolving Facility”). The New Revolving Facility replaced the Revolving Facility of Carnival Holdings II. The New Revolving Facility matures in June 2030 and contains an accordion feature, allowing for up to $1.0 billion of additional revolving commitments. We may borrow or utilize available amounts under the New Revolving Facility through June 2030, subject to the satisfaction of the conditions in the facility.

Borrowings under the New Revolving Facility will bear interest at a rate of term SOFR, EURIBOR, or daily compounding SONIA, as applicable, plus a margin based on the long-term credit ratings of Carnival Corporation. In addition, we are required to pay certain fees on the aggregate commitments under the New Revolving Facility.

Repricing of Senior Secured Term Loans

In January 2025, we entered into amendments with the lender syndicate to reprice the outstanding principal amounts of our first-priority senior secured term loan facility maturing in 2027 and our first-priority senior secured term loan facility maturing
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in 2028 (“Repriced Loans”), which are included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above. The Repriced Loans bear interest at a rate per annum equal to SOFR with a 0.75% floor, plus a margin equal to 2.00%.

2030 Senior Unsecured Notes

In February 2025, we issued $1.0 billion aggregate principal amount of 5.75% senior unsecured notes due 2030. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 10.50% senior unsecured notes due 2030.

2033 Senior Unsecured Notes

In February 2025, we issued $2.0 billion aggregate principal amount of 6.13% senior unsecured notes due 2033. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 10.38% senior priority notes due 2028.

2031 Senior Unsecured Notes

In May 2025, we issued $1.0 billion aggregate principal amount of 5.88% senior unsecured notes due 2031. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 7.63% senior unsecured notes due 2026.

Debt Extinguishment and Modification Costs

During the three and six months ended May 31, 2025, we recognized a total of $4 million and $255 million of debt extinguishment and modification costs, including $197 million of premium paid on redemption during the six months ended May 31, 2025, within our Consolidated Statements of Income (Loss) as a result of the above transactions.

Export Credit Facility Borrowings

Our export credit facilities are due in semi-annual installments through 2037. As of May 31, 2025, we had $8.4 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. As of May 31, 2025, the net book value of our ships subject to negative pledges pursuant to export credit facilities was $18.7 billion.

Collateral and Priority Pool

As of May 31, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $39.8 billion. Our secured debt is secured on a first-priority basis by certain collateral, which includes ships and certain assets related to those ships and material intellectual property (combined net book value of approximately $22.7 billion, including $21.1 billion related to ships and certain assets related to those ships) as of May 31, 2025 and certain other assets.

As of May 31, 2025, $2.8 billion in net book value of our ship and ship improvements relate to the priority pool ships included in the priority pool of three unencumbered ships (the “Revolving Facility Subject Ships”) for our Revolving Facility. As of May 31, 2025, there was no change in the identity of the Revolving Facility Subject Ships.

Covenant Compliance

As of May 31, 2025, our Revolving Facility, unsecured loan and export credit facilities contain certain covenants listed below:

Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) as follows:
For our export credit facilities and our Revolving Facility, at a ratio of not less than 2.0 to 1.0 for the May 31, 2025 testing date, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates
For our unsecured loan, at a ratio of not less than 2.0 to 1.0 for the May 31, 2025 testing date through the maturity date
For certain of our unsecured loan and export credit facilities, maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $5.0 billion
Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 65%
Maintain minimum liquidity of $1.5 billion
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Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating if we reach an investment grade credit rating in accordance with the agreement governing the Revolving Facility)
Limit the amounts of our secured assets as well as secured and other indebtedness

At May 31, 2025, we were in compliance with the applicable covenants under our debt agreements. Generally, if an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-acceleration clauses therein, substantially all of our outstanding debt and derivative contract payables could become due, and our debt and derivative contracts could be terminated. Any financial covenant amendment may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable.

NOTE 4 – Contingencies and Commitments

Litigation

We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business. We have insurance coverage for certain of these claims and actions, or any settlement of these claims and actions, and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels.

We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated.

Legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations, financial position or liquidity.

As previously disclosed, on May 2, 2019, the Havana Docks Corporation filed a lawsuit against Carnival Corporation in the U.S. District Court for the Southern District of Florida under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act, alleging that Carnival Corporation “trafficked” in confiscated Cuban property when certain ships docked at certain ports in Cuba, and that this alleged “trafficking” entitles the plaintiffs to treble damages. On March 21, 2022, the court granted summary judgment in favor of Havana Docks Corporation as to liability. On December 30, 2022, the court entered judgment against Carnival Corporation in the amount of $110 million plus $4 million in fees and costs. We appealed. On October 22, 2024, the Court of Appeals for the 11th Circuit reversed the District Court’s judgment against us. On March 6, 2025, Havana Docks filed a petition for certiorari with the Supreme Court of the United States and we responded. Following resolution of that petition, the case will be remanded to the District Court for further proceedings. We believe the ultimate outcome of this matter will not have a material impact on our consolidated financial statements.

As of May 31, 2025, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed. These actions include claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships. On October 24, 2023, the court in the Australian matter held that we were liable for negligence and for breach of consumer protection warranties as it relates to the lead plaintiff. The court ruled that the lead plaintiff was not entitled to any pain and suffering or emotional distress damages on the negligence claim and awarded medical costs. In relation to the consumer protection warranties claim, the court found that distress and disappointment damages amounted to no more than the refund already provided to guests and therefore made no further award. Further proceedings will determine the applicability of this ruling to the remaining class participants. On March 31, 2025, the court in the Italian matter returned a ruling rejecting most of the plaintiffs’ claims and awarding a half-price fare reduction for certain passengers. Plaintiffs have appealed the ruling. We continue to take actions to defend against the above claims. We believe the ultimate outcome of these matters will not have a material impact on our consolidated financial statements.

Regulatory or Governmental Inquiries and Investigations

We have been, and may continue to be, impacted by breaches in data security and lapses in data privacy, which occur from time to time. These can vary in scope and range from inadvertent events to malicious motivated attacks.

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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 these incidents did not have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future attacks, incidents or litigation that could have such a material adverse effect.

On March 14, 2022, the U.S. Department of Justice and the U.S. Environmental Protection Agency notified us of potential civil penalties and injunctive relief for alleged Clean Water Act violations by owned and operated vessels covered by the 2013 Vessel General Permit. We are working with these agencies to reach a resolution of this matter. We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

Under the European Union Treaty certain economic benefits that are provided under Italian law are subject to approval on a periodic basis by the European Commission. In May 2025, the European Commission announced it had approved these benefits through December 31, 2033. The full text of the decision is yet to be made public. One of our subsidiaries continues to receive and recognize these benefits. We will assess the details of the decision once made public. If the European Commission denied a portion of the benefits we recognized, the Italian Government may be required to retroactively disallow them and seek reimbursement from us, which would result in a reversal of their recognition. We do not expect the outcome to 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.

Ship Commitments

As of May 31, 2025, our new ship growth capital commitments were $0.9 billion for the remainder of 2025 and $0.5 billion, $1.6 billion, $1.4 billion, $1.8 billion and $6.3 billion for the years ending November 30, 2026, 2027, 2028, 2029 and thereafter.

NOTE 5 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks
Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories:
Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.
Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.
Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.

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Financial Instruments that are not Measured at Fair Value on a Recurring Basis 
 May 31, 2025November 30, 2024
 Carrying
Value
Fair ValueCarrying
Value
Fair Value
(in millions)Level 1Level 2Level 3Level 1Level 2Level 3
Liabilities
Fixed rate debt (a)$22,101 $ $22,526 $ $22,449 $ $23,241 $ 
Floating rate debt (a)5,866  5,783  5,764  5,685  
Total$27,967 $ $28,309 $ $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
 May 31, 2025November 30, 2024
(in millions)Level 1Level 2Level 3Level 1Level 2Level 3
Assets
Cash equivalents (a)$1,648 $ $ $404 $ $ 
Derivative financial instruments    2  
Total$1,648 $ $ $404 $2 $ 
Liabilities
Derivative financial instruments$ $5 $ $ $4 $ 
Total$ $5 $ $ $4 $ 

(a)Consists of money market funds and cash investments with original maturities of less than 90 days.

Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis
Valuation of Goodwill and Trademarks 
As of May 31, 2025 and November 30, 2024, goodwill for our North America segment was $579 million.

Trademarks
(in millions)North America
Segment
Europe
Segment
Total
November 30, 2024$927 $234 $1,161 
Exchange movements 16 16 
May 31, 2025$927 $250 $1,177 

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Derivative Instruments and Hedging Activities

(in millions)Balance Sheet LocationMay 31, 2025November 30, 2024
Derivative assets
Derivatives designated as hedging instruments
Interest rate swaps (a)Prepaid expenses and other$ $2 
Total derivative assets$ $2 
Derivative liabilities
Derivatives designated as hedging instruments
Interest rate swaps (a)Other long-term liabilities$5 $4 
Total derivative liabilities$5 $4 

(a)We have interest rate swaps whereby we receive floating interest rate payments in exchange for making fixed interest rate payments. These interest rate swap agreements effectively changed $1.0 billion at May 31, 2025 and November 30, 2024 of SOFR-based variable rate debt to fixed rate debt. As of May 31, 2025 and November 30, 2024, the SOFR-based interest rate swaps settle through 2027 and were designated as cash flow hedges. At November 30, 2024, we had a EURIBOR-based interest rate swap that was not designated as a cash flow hedge and effectively changed $11 million of EURIBOR-based floating rate euro debt to fixed rate euro debt. The EURIBOR-based interest rate swap matured in March 2025.

Our derivative contracts include rights of offset with our counterparties. As of May 31, 2025 and November 30, 2024, we did not have any counterparties with multiple derivative contracts.

The effect of our derivatives qualifying and designated as hedging instruments recognized in other comprehensive income (loss) and in net income (loss) was as follows:
 
Three Months Ended
May 31,
Six Months Ended
May 31,
(in millions)2025202420252024
Gains (losses) recognized in AOCI:
Interest rate swaps – cash flow hedges$ $20 $(1)$33 
(Gains) losses reclassified from AOCI – cash flow hedges:
Interest rate swaps – Interest expense, net of capitalized interest$2 $(8)$4 $(20)
Foreign currency zero cost collars – Depreciation and amortization$4 $ $3 $1 
Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges)
Cross currency swaps – Interest expense, net of capitalized interest
$ $ $ $2 

The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three and six months ended May 31, 2025 and estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months are not material.

Financial Risks
Fuel Price Risks
We manage our exposure to fuel price risk by managing our consumption of fuel. Substantially all of our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships. We manage fuel consumption through fleet optimization, energy efficiency, itinerary efficiency, and new technologies and alternative fuels.
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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 May 31, 2025, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands. The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than our cruise brands’ functional currency will be affected by foreign currency exchange rate fluctuations. These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships. We have in the past and may in the future utilize derivative financial instruments, such as foreign currency derivatives, to manage our exposure to newbuild currency risks. Our decisions to hedge non-functional currency ship commitments for our cruise brands are made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks.

Interest Rate Risks

We manage our exposure to fluctuations in interest rates through our debt portfolio management and investment strategies. We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps, refinancing of existing debt and the issuance of new debt.

Concentrations of Credit Risk

As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash and cash equivalents, investments, notes receivables, reserve funds related to customer deposits (when required), future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees, by:

Conducting business with well-established financial institutions, insurance companies and export credit agencies
Diversifying our counterparties
Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard liquidity and minimize risk
Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales and new ship progress payments to shipyards

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We also monitor the creditworthiness of travel agencies and tour operators and credit and debit card providers to which we extend credit in the normal course of our business. Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in certain European countries where we are obligated to honor our guests’ cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments.

Concentrations of credit risk associated with trade receivables and other receivables, charter-hire agreements and contingent obligations are not considered to be material, principally due to the large number of unrelated accounts, the nature of these contingent obligations and their short maturities. Normally, we have not required collateral or other security to support normal credit sales and have not experienced significant credit losses.

NOTE 6 – Segment Information

The chief operating decision maker, who is the Chief Executive Officer of Carnival Corporation and Carnival plc assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments. The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other characteristics, including geographic guest sourcing. Our four reportable segments are comprised of (1) North America cruise operations (“North America”), (2) Europe cruise operations (“Europe”), (3) Cruise Support and (4) Tour and Other.
Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of our cruise brands. Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations.
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Three Months Ended May 31,
(in millions)RevenuesOperating
expenses
Selling
and
administrative
Depreciation
and
amortization
Operating
income (loss)
2025
North America (a)$4,214 $2,600 $473 $450 $691 
Europe2,011 1,208 248 187 368 
Cruise Support73 46 90 50 (113)
Tour and Other31 32 5 6 (12)
$6,328 $3,886 $816 $692 $934 
2024
North America (a)$3,984 $2,580 $464 $414 $525 
Europe1,697 1,135 230 164 168 
Cruise Support63 39 90 49 (114)
Tour and Other37 44 6 6 (19)
$5,781 $3,798 $789 $634 $560 
Six Months Ended May 31, 2025
(in millions)RevenuesOperating
expenses
Selling
and
administrative
Depreciation
and
amortization
Operating
income (loss)
2025
North America (a)$8,120 $5,036 $993 $884 $1,207 
Europe3,841 2,478 499 356 508 
Cruise Support145 91 163 95 (204)
Tour and Other33 47 9 12 (34)
$12,139 $7,653 $1,663 $1,346 $1,477 
2024
North America (a)$7,558 $4,982 $966 $813 $797 
Europe3,466 2,386 464 328 288 
Cruise Support122 75 162 94 (210)
Tour and Other41 59 10 12 (40)
$11,187 $7,502 $1,603 $1,247 $836 
(a)Beginning in the first quarter of 2025, we renamed the North America and Australia segment to the North America segment.

Revenue by geographic areas, which are based on where our guests are sourced, were as follows:
Three Months Ended
May 31,
Six Months Ended
May 31,
(in millions)2025202420252024
North America$3,774 $3,542 $7,243 $6,663 
Europe1,964 1,631 3,590 3,199 
Australia315 355 735 781 
Other 275 252 570 545 
$6,328 $5,781 $12,139 $11,187 
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NOTE 7 – Earnings Per Share 
 
Three Months Ended
May 31,
Six Months Ended
May 31,
(in millions, except per share data)2025202420252024
Net income (loss)$565 $92 $486 $(123)
Interest expense on dilutive Convertible Notes18    
Net income (loss) for diluted earnings per share$582 $92 $486 $(123)
Weighted-average shares outstanding1,312 1,267 1,310 1,265 
Dilutive effect of equity awards4 4 6  
Dilutive effect of Convertible Notes84    
Diluted weighted-average shares outstanding1,400 1,271 1,316 1,265 
Basic earnings per share$0.43 $0.07 $0.37 $(0.10)
Diluted earnings per share$0.42 $0.07 $0.37 $(0.10)

Antidilutive shares excluded from diluted earnings per share computations were as follows:
Three Months Ended
May 31,
Six Months Ended
May 31,
(in millions)2025202420252024
Equity awards   5 
Convertible Notes 127 84 127 
Total antidilutive securities 127 84 132 

NOTE 8 – Supplemental Cash Flow Information

(in millions)May 31, 2025November 30, 2024
Cash and cash equivalents (Consolidated Balance Sheets)$2,146 $1,210 
Restricted cash (included in prepaid expenses and other and other assets)25 21 
Total cash, cash equivalents and restricted cash (Consolidated Statements
of Cash Flows)
$2,171 $1,231 

NOTE 9 – Property and Equipment

Ship Sales

During 2025, we completed the sales of one North America segment ship and one Europe segment ship, which represents a passenger-capacity reduction of 460 berths for our North America segment and 2,700 berths for our Europe segment. We will continue to operate the North America segment ship through May 2026 and the Europe segment ship through September 2026 under bareboat charter agreements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Concerning Factors That May Affect Future Results

Some of the statements, estimates or projections contained in this document are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to us, including statements concerning future results, operations, strategy, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are statements that could be deemed forward-looking. These statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and the beliefs and assumptions of our management. We have tried, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and similar expressions of future intent or the negative of such terms.
Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by our forward-looking statements. This note contains important cautionary statements of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. These factors include, but are not limited to, the following:
Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts on our financial condition and operations.
Incidents concerning our ships, guests or the cruise industry may negatively impact the satisfaction of our guests and crew and lead to reputational damage.
Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and lead to litigation, enforcement actions, fines, penalties and reputational damage.
Factors associated with climate change, including evolving and increasing regulations, increasing concerns about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could have a material impact on our business.
Inability to meet or achieve our targets, goals, aspirations, initiatives, and our public statements and disclosures regarding them, including those related to sustainability matters, may expose us to risks that may adversely impact our business.
Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology have adversely impacted and may in the future materially adversely impact our business operations, the satisfaction of our guests and crew and may lead to fines, penalties and reputational damage.
The loss of key team members, our inability to recruit or retain qualified shoreside and shipboard team members and increased labor costs could have an adverse effect on our business and results of operations.
Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs.
We rely on suppliers who are integral to the operations of our businesses. These suppliers and service providers may be unable to deliver on their commitments, which could negatively impact our business.
Fluctuations in foreign currency exchange rates may adversely impact our financial results.
Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our cruise sales, pricing and destination options.
Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests.
We require a significant amount of cash to service our debt and sustain our operations. Our ability to generate cash depends on many factors, including those beyond our control, and we may not be able to generate cash required to service our debt and sustain our operations.
Our substantial debt could adversely affect our financial health and operating flexibility.

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The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood. Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by our substantial debt balance incurred during the pause of our guest cruise operations. There may be additional risks that we consider immaterial or which are unknown.

Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals (including climate change- and environmental-related matters). In addition, historical, current, and forward-looking sustainability- and climate-related statements may be based on standards and tools for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions and predictions that are subject to change in the future and may not be generally shared.

New Accounting Pronouncements

Refer to Note 1 - General, Accounting Pronouncements of the consolidated financial statements for additional discussion regarding Accounting Pronouncements.

Critical Accounting Estimates

For a discussion of our critical accounting estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that is included in the Form 10-K.

Seasonality

Our passenger ticket revenues are seasonal. Demand for cruises has been greatest during our third quarter, which includes the Northern Hemisphere summer months. This higher demand during the third quarter results in higher ticket prices and occupancy levels and, accordingly, the largest share of our operating income is typically earned during this period. Our results are also impacted by ships being taken out-of-service for planned maintenance, which we schedule during non-peak seasons. In addition, substantially all of Holland America Princess Alaska Tours’ revenue and operating income is generated from May through September in conjunction with Alaska’s cruise season.

Known Trends and Uncertainties

We believe the volatility in the cost of fuel is reasonably likely to impact our profitability in both the short and long-term.
We believe the increasing focus on the reduction of greenhouse gas emissions and new and evolving related regulatory requirements, are reasonably likely to have a material negative impact on our future financial results. We became subject to the EU Emissions Trading System (“ETS”) on January 1, 2024, which includes a three-year phase-in period. The impact of this regulation in 2024 was $46 million, which represented costs associated with 40% of emissions under the ETS operational scope. In 2025, 70% of emissions under the ETS scope will be impacted, and in 2026, all in scope emissions will be impacted.





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Statistical Information
Three Months Ended
May 31,
Six Months Ended
May 31,
2025202420252024
Passenger Cruise Days (“PCDs”) (in millions) (a)
25.3 24.3 49.6 47.8 
Available Lower Berth Days (“ALBDs”) (in millions) (b) (c)
24.2 23.5 47.8 46.5 
Occupancy percentage (d)104 %104 %104 %103 %
Passengers carried (in millions)
3.4 3.3 6.5 6.3 
Fuel consumption in metric tons (in millions)
0.7 0.7 1.4 1.5 
Fuel consumption in metric tons per thousand ALBDs29.9 31.9 30.1 31.8 
Fuel cost per metric ton consumed (excluding European Union Allowance)$614 $684 $628 $685 
Currencies (USD to 1)
AUD$0.63 $0.66 $0.63 $0.66 
CAD$0.71 $0.73 $0.70 $0.74 
EUR$1.11 $1.08 $1.08 $1.08 
GBP$1.31 $1.26 $1.28 $1.26 

Notes to Statistical Information

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

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

(c)For the three months ended May 31, 2025 compared to the three months ended May 31, 2024, we had a 3.1% capacity increase in ALBDs comprised of a 0.3% capacity increase in our North America segment and an 8.4% capacity increase in our Europe segment.

Our North America segment’s capacity increase was caused by a Carnival Cruise Line 4,130-passenger capacity ship that transferred from Costa Cruises and entered into service in April 2024.

The increase in our North America segment’s capacity was partially offset by the following:
Seabourn 460-passenger capacity ship that left the fleet in September 2024
P&O Cruises (Australia) 2,000-passenger capacity ship that left the fleet in February 2025

Our Europe segment’s capacity increase was caused by the following:
Cunard 2,960-passenger capacity ship that entered into service in May 2024
The return to normal operations for ships impacted by the Red Sea rerouting in the prior year
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For the six months ended May 31, 2025 compared to the six months ended May 31, 2024, we had a 2.8% capacity increase in ALBDs comprised of a 2.9% capacity increase in our North America segment and a 2.6% 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 was transferred from Costa Cruises and entered into service in April 2024

Our North America segment’s capacity increase was partially offset by:
Seabourn 460-passenger capacity ship that left the fleet in September 2024
P&O Cruises (Australia) 2,000-passenger capacity ship that left the fleet in February 2025

Our Europe segment’s capacity increase was caused by:
Cunard 2,960-passenger capacity ship that entered into service in May 2024
The return to normal operations for ships impacted by the Red Sea rerouting in the prior year

The increase in our Europe segment’s capacity was partially offset by a Costa Cruises 4,240-passenger capacity ship that transferred to Carnival Cruise Line in February 2024

(d)Occupancy, in accordance with cruise industry practice, is calculated using a numerator of PCDs and a denominator of ALBDs, which assumes two passengers per cabin even though some cabins can accommodate three or more passengers. Percentages in excess of 100% indicate that on average more than two passengers occupied some cabins.

Three Months Ended May 31, 2025 (“2025”) Compared to Three Months Ended May 31, 2024 (“2024”)

Revenues

Consolidated

Passenger ticket revenues made up 65% of our 2025 total revenues. Passenger ticket revenues increased by $351 million, or 9.3%, to $4.1 billion in 2025 from $3.8 billion in 2024.

This increase was caused by:
$169 million - higher ticket prices driven by continued strength in demand
$115 million - 3.1% capacity increase in ALBDs
$51 million - net favorable foreign currency translation impact
$35 million - 0.9 percentage point increase in occupancy

The remaining 35% of 2025 total revenues was comprised of onboard and other revenues, which increased by $197 million, or 9.7%, to $2.2 billion in 2025 from $2.0 billion in 2024.

This increase was driven by:
$128 million - higher onboard spending by our guests
$37 million - 3.1% capacity increase in ALBDs

North America Segment

Passenger ticket revenues made up 61% of our North America segment’s 2025 total revenues. Passenger ticket revenues increased by $108 million, or 4.4%, to $2.6 billion in 2025 from $2.5 billion in 2024.

This increase was caused by:
$102 million - higher ticket prices driven by continued strength in demand
$23 million - 1.0 percentage point increase in occupancy

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The remaining 39% of our North America segment’s 2025 total revenues were comprised of onboard and other revenues, which increased by $122 million, or 8.1%, to $1.6 billion in 2025 from $1.5 billion in 2024. This increase was driven by $103 million of higher onboard spending by our guests.

Europe Segment

Passenger ticket revenues made up 76% of our Europe segment’s 2025 total revenues. Passenger ticket revenues increased by $234 million, or 18%, to $1.5 billion in 2025 from $1.3 billion in 2024.

This increase was driven by:
$109 million - 8.4% capacity increase in ALBDs
$67 million - higher ticket prices driven by continued strength in demand
$52 million - net favorable foreign currency translation

The remaining 24% of our Europe segment’s 2025 total revenues were comprised of onboard and other revenues, which increased by $79 million, or 20%, to $474 million in 2025 from $395 million in 2024.

This increase was driven by:
$33 million - 8.4% capacity increase in ALBDs
$25 million - higher onboard spending by our guests

Operating Expenses

Consolidated

Operating expenses increased by $89 million, or 2.3%, to $3.9 billion in 2025 from $3.8 billion in 2024.

This increase was caused by:
$101 million - 3.1% capacity increase in ALBDs
$72 million - higher repair and maintenance expenses (including dry-dock expenses)
$31 million - higher onboard and other cost of sales driven by higher onboard revenues
$31 million - net unfavorable foreign currency translation
$14 million - higher commissions, transportation costs, and other expenses driven by increased ticket pricing and an increase in the number of guests

These increases were partially offset by:
$103 million - gains on the sales of one North America segment ship and one Europe segment ship
$40 million - lower fuel prices including the impact of the European Union allowance cost (“EU allowances”)
$32 million - lower fuel consumption per ALBD

Selling and administrative expenses increased by $26 million, or 3.3%, to $816 million in 2025 from $789 million in 2024.

Depreciation and amortization expenses increased by $59 million, or 9.2%, to $692 million in 2025 from $634 million in 2024.

North America Segment

Operating expenses were $2.6 billion in 2025 and 2024. The changes in operating expenses for the North America segment were not material.

Selling and administrative expenses increased by $8 million, or 1.8%, to $473 million in 2025 from $464 million in 2024.

Depreciation and amortization expenses increased by $35 million, or 8.5%, to $450 million in 2025 from $414 million in 2024.

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Europe Segment

Operating expenses increased by $73 million, or 6.5%, to $1.2 billion in 2025 from $1.1 billion in 2024.

This increase was caused by:
$95 million - 8.4% capacity increase in ALBDs
$31 million - net unfavorable foreign currency translation

These increases were partially offset by a $57 million gain on sale of one ship.

Selling and administrative expenses increased by $18 million, or 8.0%, to $248 million in 2025 from $230 million in 2024.

Depreciation and amortization expenses increased by $22 million, or 14%, to $187 million in 2025 from $164 million in 2024. This increase was driven by increases in capacity, fleet enhancements and net unfavorable foreign currency translation.

Operating Income

Our consolidated operating income increased by $374 million to $934 million in 2025 from $560 million in 2024. Our North America segment’s operating income increased by $167 million to $691 million in 2025 from $525 million in 2024, and our Europe segment’s operating income increased by $199 million to $368 million in 2025 from $168 million in 2024. These changes were primarily due to the reasons discussed above.

Nonoperating Income (Expense)

Interest expense, net of capitalized interest decreased by $109 million, or 24%, to $341 million in 2025 from $450 million in 2024. The decrease was substantially all due to a decrease in total debt, lower average interest rates and increased capitalized interest.

Debt extinguishment and modification costs decreased by $29 million to $4 million in 2025 from $33 million in 2024 as a result of debt transactions occurring during the respective periods.

Six Months Ended May 31, 2025 (“2025”) Compared to Six Months Ended May 31, 2024 (“2024”)
Revenues

Consolidated

Passenger ticket revenues made up 65% of our 2025 total revenues. Passenger ticket revenues increased by $566 million, or 7.7%, to $7.9 billion in 2025 from $7.4 billion in 2024.

This increase was caused by:
$320 million - higher ticket prices driven by continued strength in demand
$207 million - 2.8% capacity increase in ALBDs
$68 million - 0.9 percentage point increase in occupancy

These increases were partially offset by a decrease of $29 million in air transportation revenue.

The remaining 35% of 2025 total revenues was comprised of onboard and other revenues, which increased by $386 million, or 10%, to $4.2 billion in 2025 from $3.8 billion in 2024.

This increase was driven by:
$252 million - higher onboard spending by our guests
$103 million - 2.8% capacity increase in ALBDs
$29 million - 0.9 percentage point increase in occupancy

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North America Segment

Passenger ticket revenues made up 62% of our North America segment’s 2025 total revenues. Passenger ticket revenues increased by $268 million, or 5.6%, to $5.0 billion in 2025 from $4.7 billion in 2024.

This increase was caused by:
$148 million - higher ticket prices driven by continued strength in demand
$138 million - 2.9% capacity increase in ALBDs
$30 million - 0.7 percentage point increase in occupancy

These increases were partially offset by a decrease of $31 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 $295 million, or 10%, to $3.1 billion in 2025 from $2.8 billion in 2024.

This increase was driven by:
$199 million - higher onboard spending by our guests
$82 million - 2.9% 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 $286 million, or 11%, to $3.0 billion in 2025 from $2.7 billion in 2024.

This increase was driven by:
$173 million - higher ticket prices driven by continued strength in demand
$69 million - 2.6% capacity increase in ALBDs
$38 million - 1.4 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 $88 million, or 11%, to $887 million in 2025 from $799 million in 2024.

This increase was driven by:
$52 million - higher onboard spending by our guests
$21 million - 2.6% capacity increase in ALBDs

Operating Expenses

Consolidated

Operating expenses increased by $150 million, or 2.0%, to $7.7 billion in 2025 from $7.5 billion in 2024.

This increase was caused by:
$206 million - 2.8% capacity increase in ALBDs
$63 million - higher onboard and other cost of sales driven by higher onboard revenues
$50 million - higher repair and maintenance expenses (including dry-dock expenses)
$44 million - higher commissions, transportation costs, and other expenses driven by increased ticket pricing and an increase in the number of guests

These increases were partially offset by:
$103 million - gains on the sales of one North America segment ship and one Europe segment ship
$68 million - lower fuel prices including the impact of the cost of EU allowances
$58 million - lower fuel consumption per ALBD

Selling and administrative expenses increased by $61 million, or 3.8%, to $1.7 billion in 2025 from $1.6 billion in 2024.

Depreciation and amortization expenses increased by $100 million, or 8.0%, to $1.3 billion in 2025 from $1.2 billion in 2024.

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North America Segment

Operating expenses increased by $54 million, or 1.1%, and were $5.0 billion in 2025 and 2024.

This increase was caused by:
$145 million - 2.9% capacity increase in ALBDs
$40 million - higher onboard and other cost of sales driven by higher onboard revenues

These increases were partially offset by:
$56 million - lower fuel prices including the impact of the cost of EU allowances
$46 million - gain on sale of one ship
$42 million - lower fuel consumption per ALBD

Selling and administrative expenses increased by $27 million, or 2.8%, to $993 million in 2025 from $966 million in 2024.

Depreciation and amortization expenses increased by $71 million, or 8.7%, to $884 million in 2025 from $813 million in 2024.

Europe Segment

Operating expenses increased by $92 million, or 3.9%, to $2.5 billion in 2025 from $2.4 billion in 2024.

This increase was caused by:
$62 million - 2.6% capacity increase in ALBDs
$35 million - higher repair and maintenance expenses (including dry-dock expenses)
$25 million - higher commissions, transportation costs, and other expenses driven by increased ticket pricing and an increase in the number of guests
$23 million - higher onboard and other cost of sales driven by higher onboard revenues

These increases were partially offset by a $57 million gain on sale of one ship.

Selling and administrative expenses increased by $34 million, or 7.4%, to $499 million in 2025 from $464 million in 2024.

Depreciation and amortization expenses increased by $27 million, or 8.4%, to $356 million in 2025 from $328 million in 2024.

Operating Income

Our consolidated operating income increased by $641 million to $1.5 billion in 2025 from $0.8 billion in 2024. Our North America segment’s operating income increased by $410 million to $1.2 billion in 2025 from $0.8 billion in 2024, and our Europe segment’s operating income increased by $220 million to $508 million in 2025 from $288 million in 2024. These changes were primarily due to the reasons discussed above.

Nonoperating Income (Expense)

Interest expense, net of capitalized interest decreased by $203 million, or 22%, to $718 million in 2025 from $921 million in 2024. The decrease was substantially all due to a decrease in total debt, lower average interest rates and increased capitalized interest.

Debt extinguishment and modification costs increased by $190 million to $255 million in 2025 from $66 million in 2024 as a result of debt transactions occurring during the respective periods.

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Liquidity, Financial Condition and Capital Resources

As of May 31, 2025, we had $5.2 billion of liquidity including $2.1 billion of cash and cash equivalents and $3.0 billion of borrowings available under the Revolving Facility. In June 2025, Carnival Corporation and Carnival plc entered into a $4.5 billion New Revolving Facility, which replaced the Revolving Facility. The New Revolving Facility matures in June 2030 and contains an accordion feature, allowing for up to $1.0 billion of additional revolving commitments. In addition, we had $8.4 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. We will continue to pursue various opportunities to repay portions of our existing indebtedness and refinance future debt maturities to extend maturity dates and reduce interest expense. Refer to Note 3 - “Debt” of the consolidated financial statements and Funding Sources below for additional details.

We had a working capital deficit of $8.6 billion as of May 31, 2025 compared to a working capital deficit of $8.2 billion as of November 30, 2024. The increase in working capital deficit was driven by an increase in customer deposits, partially offset by an increase in cash and cash equivalents as well as decreases in accrued liabilities and other and the current portion of long-term debt. 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 $8.1 billion and $6.4 billion of current customer deposits as of May 31, 2025 and November 30, 2024. We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations. Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a capped reserve fund in cash. In addition, we have a relatively low level of accounts receivable and limited investment in inventories.

We are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests, certain derivative instruments and variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our consolidated financial statements.

Sources and Uses of Cash

Operating Activities

Our business provided $3.3 billion of net cash flows from operating activities during the six months ended May 31, 2025, a decrease of $0.5 billion, compared to $3.8 billion provided for the same period in 2024. This was caused by the nonrecurrence of cash provided by the release of $0.8 billion in credit card reserves in 2024 (included in the change in prepaid expenses and other assets).

Investing Activities

During the six months ended May 31, 2025, net cash used in investing activities was $1.2 billion. This was driven by:
Capital expenditures of $1.5 billion primarily attributable to ship improvements and developments in our port destinations and exclusive islands
Proceeds of $312 million substantially all from the sales of one North America segment ship and one Europe segment ship

During the six months ended May 31, 2024, net cash used in investing activities was $3.4 billion. This was caused by capital expenditures of $3.5 billion primarily attributable to the delivery of two North America segment ships and one Europe segment ship.

Financing Activities

During the six months ended May 31, 2025, net cash used in financing activities of $1.2 billion was caused by:
Repayments of $5.1 billion of long-term debt
Debt issuance costs of $41 million
Debt extinguishment costs of $197 million
Issuances of $4.1 billion of long-term debt

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During the six months ended May 31, 2024, net cash used in financing activities of $1.2 billion was caused by:
Repayments of $4.1 billion of long-term debt
Debt issuance costs of $117 million
Debt extinguishment costs of $41 million
Issuances of $3.0 billion of long-term debt

Funding Sources

We plan to use existing liquidity and future cash flows from operations to fund our cash requirements including capital expenditures not funded by our export credit facilities. We seek to manage our credit risk exposures, including counterparty nonperformance associated with our cash and cash equivalents, and future financing facilities by conducting business with well-established financial institutions, and export credit agencies and diversifying our counterparties.

(in billions)
20252026202720282029Thereafter
Future export credit facilities at May 31, 2025
$0.8 $— $1.3 $1.3 $1.7 $3.4 

Our export credit facilities contain various financial covenants as described in Note 3 - “Debt”. At May 31, 2025, we were in compliance with the applicable covenants under our debt agreements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For a discussion of our hedging strategies and market risks, see the discussion below and Note 10 - “Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks” in our consolidated financial statements and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Form 10-K. There have been no material changes to our exposure to market risks since the date of our 2024 Form 10-K.

Interest Rate Risks

The composition of our debt, after the effect of interest rate swaps, was as follows:
May 31, 2025
Fixed rate
58 %
EUR fixed rate
24 %
Floating rate%
EUR floating rate
11 %

Item 4. Controls and Procedures.

A. Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of May 31, 2025, that they are effective to provide a reasonable level of assurance, as described above.

B. Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended May 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

To the extent disclosure is required by Part II. Item 1 of Form 10-Q, the legal proceedings described in Note 4 – “Contingencies and Commitments” of our consolidated financial statements, including those described under “Regulatory or Governmental Inquiries and Investigations,” are incorporated in this “Legal Proceedings” section by reference. Additionally, SEC rules require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we believe will exceed $1 million for such proceedings.

Item 1A. Risk Factors.

The risk factors that affect our business and financial results are discussed in “Item 1A. Risk Factors,” included in the Form 10-K, and there has been no material change to these risk factors since the Form 10-K filing. These risks should be carefully considered, and could materially and adversely affect our results, operations, outlooks, plans, goals, growth, reputation, cash flows, liquidity, and stock price. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.

Item 5. Other Information.

Trading Plans

During the quarter ended May 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
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Item 6. Exhibits.
INDEX TO EXHIBITS
Incorporated by ReferenceFiled/
Furnished
Herewith
Exhibit
Number
Exhibit DescriptionFormExhibitFiling
Date
Articles of incorporation and by-laws
3.1
Third Amended and Restated Articles of Incorporation of Carnival Corporation.
   8-K3.14/17/2003
3.2
Third Amended and Restated By-Laws of Carnival Corporation.
   8-K3.14/20/2009
3.3
Articles of Association of Carnival plc.
   8-K3.34/20/2009
Material Contracts
10.1
Indenture, dated as of May 21, 2025, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.875% Senior Unsecured Notes due 2031.
X
10.2
Form of Non-Employee Director Annual Unrestricted Stock Award Agreement for the Carnival Corporation 2020 Stock Plan.
X
Rule 13a-14(a)/15d-14(a) certifications
31.1
Certification of Chief Executive Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.3
Certification of Chief Executive Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.4
Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
Section 1350 certifications
32.1*
Certification of Chief Executive Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.3*
Certification of Chief Executive Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.4*
Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
Interactive Data File
101
The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2025, as filed with the Securities and Exchange Commission on June 26, 2025, formatted in Inline XBRL, are as follows:
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INDEX TO EXHIBITS
Incorporated by ReferenceFiled/
Furnished
Herewith
Exhibit
Number
Exhibit DescriptionFormExhibitFiling
Date
(i) the Consolidated Statements of Income (Loss) for the three and six months ended May 31, 2025 and 2024;
X
(ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended May 31, 2025 and 2024;
X
(iii) the Consolidated Balance Sheets at May 31, 2025 and November 30, 2024;
X
(iv) the Consolidated Statements of Cash Flows for the six months ended May 31, 2025 and 2024;
X
(v) the Consolidated Statements of Shareholders’ Equity for the three and six months ended May 31, 2025 and 2024;
X
(vi) the notes to the consolidated financial statements, tagged in summary and detail.X
104
The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2025, as filed with the Securities and Exchange Commission on June 26, 2025, formatted in Inline XBRL (included as Exhibit 101).
*These items are furnished and not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CARNIVAL CORPORATIONCARNIVAL PLC
/s/ Josh Weinstein/s/ Josh Weinstein
Josh WeinsteinJosh Weinstein
Chief Executive OfficerChief Executive Officer
/s/ David Bernstein/s/ David Bernstein
David BernsteinDavid Bernstein
Chief Financial Officer and Chief Accounting OfficerChief Financial Officer and Chief Accounting Officer
Date: June 26, 2025Date: June 26, 2025


35
Carnival Plc

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