Final Results
Summary by AI BETAClose X
January 27, 2026
RELEASE OF CARNIVAL CORPORATION & PLC JOINT ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED NOVEMBER 30, 2025.
Carnival Corporation & plc announced its fourth quarter results of operations in its earnings release issued on December 19, 2025. Carnival Corporation & plc is hereby announcing that today it has filed its joint Annual Report on Form 10-K ("Form 10-K") with the U.S. Securities and Exchange Commission ("SEC") containing the Carnival Corporation & plc 2025 annual consolidated financial statements, which reported results are unchanged from those previously announced on December 19, 2025.
The information included in the Form 10-K (Schedule A) has been prepared in accordance with SEC rules and regulations. The Carnival Corporation & plc consolidated financial statements contained in the Form 10-K have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").
Schedule A contains information on Carnival Corporation & plc's management's discussion and analysis of financial conditions and results of operations, and the Carnival Corporation & plc consolidated financial statements as of and for the year ended November 30, 2025.
The Directors consider that within the Carnival Corporation and Carnival plc dual listed company arrangement, the most appropriate presentation of Carnival plc's results and financial position is by reference to the Carnival Corporation & plc U.S. GAAP consolidated financial statements.
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MEDIA CONTACT |
INVESTOR RELATIONS CONTACT |
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Jody Venturoni |
Beth Roberts |
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001 469 797 6380 |
001 305 406 4832 |
The Form 10-K is available for viewing on the SEC website at www.sec.gov under Carnival Corporation or Carnival plc or the Carnival Corporation & plc website at www.carnivalcorp.com or www.carnivalplc.com. A copy of the Form 10-K has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Additional information can be obtained via Carnival Corporation & plc's website listed above or by writing to Carnival plc at Carnival House, 100 Harbour Parade, Southampton, SO15 1ST, United Kingdom.
Proposed resolution to purchase Carnival plc's own shares
Carnival Corporation & plc also announces that the Boards of Directors approved a decision to submit to shareholders at the 2026 Annual Meetings of Shareholders a proposal to seek a general authority for Carnival plc to make market purchases of up to 10% of Carnival plc's ordinary shares in issue (excluding treasury shares). If approved, the Boards of Directors would exercise this authority only after careful consideration of prevailing market conditions and the liquidity position of Carnival plc. The proposal will be described in more detail in the Carnival Corporation & plc 2026 Notice of Annual Meetings and Proxy Statement, which will be made available to shareholders in February 2026 and posted on our website at www.carnivalcorp.com and www.carnivalplc.com.
Carnival Corporation & plc is the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises, and Seabourn.
Additional information can be found on www.carnivalcorp.com, www.aida.de, www.carnival.com, www.costacruise.com, www.cunard.com, www.hollandamerica.com, www.pocruises.com, www.princess.com and www.seabourn.com.
SCHEDULE A
Market for Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
A. Market Information
Carnival Corporation common stock, together with paired trust shares of beneficial interest in the P&O Princess Special Voting Trust, which holds a Special Voting Share of Carnival plc, is traded on the NYSE under the symbol "CCL." Carnival plc ordinary shares trade on the London Stock Exchange under the symbol "CCL." Carnival plc American Depositary Shares ("ADSs"), each one of which represents one Carnival plc ordinary share, are traded on the NYSE under the symbol "CUK." The depositary for the ADSs is JPMorgan Chase Bank, N.A.
B. Holders
As of January 13, 2026, there were 2,164 holders of record of Carnival Corporation common stock and 27,361 holders of record of Carnival plc ordinary shares and 376 holders of record of Carnival plc ADSs.
C. Dividends
We did not pay or declare dividends on Carnival Corporation common stock or Carnival plc ordinary shares for the year ended November 30, 2025.
In December 2025, the Boards of Directors approved the reinstatement of the company's quarterly dividend and declared an initial $0.15 per share dividend with a record date of February 13, 2026 and a payment date of February 27, 2026.
Holders of Carnival Corporation common stock and Carnival plc ADSs will receive the dividend payable in U.S. dollars. The dividend for Carnival plc ordinary shares will be payable in U.S. dollars or sterling. In the absence of instructions or elections to the contrary, holders of Carnival plc ordinary shares will automatically receive the dividend in sterling.
Dividends payable in sterling will be converted from U.S. dollars at the exchange rate quoted by Bloomberg (BFIX) in London at 12 noon on February 17, 2026. Holders of Carnival plc ordinary shares wishing to receive their dividend in U.S. dollars or participate in the Carnival plc Dividend Reinvestment Plan must elect to do so by February 13, 2026.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
2025 Executive Overview
2025 was another strong year that exceeded expectations, setting new records across our business and achieving more milestones, including:
• Record revenues of $26.6 billion
• All-time high operating income of $4.5 billion, up 25% compared to the prior year
• Achieved the highest adjusted return on invested capital ("ROIC") in 19 years
• Record booking trends with continued strong close-in demand throughout the year
• Ended 2025 with record year-end customer deposits, up nearly 7% year over year
In 2025, we made significant progress strengthening our balance sheet. In December 2025, we successfully completed our $19 billion refinancing plan in less than a year and reduced total debt by over $10 billion since our peak in January 2023. In addition, we surpassed our investment grade leverage metric threshold. These accomplishments enabled us to reinstate our dividend, reflecting both our confidence in the durability of our cash generation and the improvements we have made to our balance sheet.
Looking forward, we are well-positioned to create even greater shareholder value over time as we continue to reinvest in our future. This will be driven by our focus on driving commercial excellence, disciplined newbuild strategy, our expansion of return-generating ship enhancement initiatives across some of our cruise lines and our exclusive destination development program.
We continue to strengthen our demand generating efforts to position ourselves for success in 2026 and beyond. Our world-class cruise lines are refining their focus on target markets, sharpening marketing messages and reaching target consumers more efficiently. We are also enhancing our commercial strategies by leveraging AI to improve marketing effectiveness, deliver personalized experiences and drive efficiency gains across all our cruise lines. Together, we believe these initiatives will increase same ship revenues, drive margins and returns higher over time and help to close the price-to-value gap we offer versus land-based alternatives.
In 2025, we opened our game-changing new exclusive destination, Celebration Key, Grand Bahama, which has already hosted more than one million guests since its July opening. We will continue to build on the success of Celebration Key through planned expansions at some of our other Paradise Collection properties, including RelaxAway, Half Moon Cay and Isla Tropicale (formerly Mahogany Bay) in 2026. In addition, we recently announced the development of Ensenada Bay Village - Treasures of Baja. This destination will showcase the natural beauty of Baja California, Mexico through a blend of adventure, culture and relaxation experiences while benefitting our west coast deployments.
During 2025, we also continued making progress towards our sustainability goals. We reached our 2030 goal ahead of schedule, cutting greenhouse gas emissions intensity by over 20% relative to our 2019 baseline. Separately, our Less Left Over strategy helped reduce food waste by over 47%, edging closer to our 50% target set for 2030.
In addition, we continue to take actions that will strengthen our ability to deliver long-term shareholder value. We recently announced that our Boards of Directors recommends unifying our dual listed company under a single corporate entity to streamline governance and reporting. This would also create a single global share price, reduce administrative costs and is expected to increase liquidity and weighting in major U.S. stock indexes.
Together in 2025, we delivered unforgettable happiness to over 13.5 million people around the world by providing them with extraordinary cruise vacations while honoring the integrity of every ocean we sail, place we visit and life we touch. We are grateful for the efforts of our over 160,000 hard-working and dedicated team members who delivered incredible results this year and have set us up well for another step forward in 2026.
New Accounting Pronouncements
Refer to our consolidated financial statements for further information on Accounting Pronouncements.
Critical Accounting Estimates
Our critical accounting estimates are those we believe require our most significant judgments about the effect of matters that are inherently uncertain. A discussion of our critical accounting estimates, the underlying judgments and uncertainties used to make them and the likelihood that materially different estimates would be reported under different conditions or using different assumptions is as follows:
Ship Accounting
We make several critical accounting estimates with respect to our ship accounting including ship improvement costs, estimated useful lives and residual values.
We account for ship improvement costs, including replacements of certain significant components and parts, by capitalizing those costs that we believe add value to our ships and have a useful life greater than one year and depreciating those improvements over their estimated remaining useful life. The costs of repairs and maintenance, including those incurred when a ship is taken out-of-service for scheduled maintenance, and minor improvement costs and expenses, are charged to expense as incurred. If we change our assumptions in making our determinations as to whether improvements to a ship add value, the amounts we expense each year as repair and maintenance expense could increase, which would be partially offset by a decrease in depreciation expense, resulting from a reduction in capitalized costs.
In addition, the specifically identified or estimated cost and accumulated depreciation of previously capitalized ship components are written-off upon retirement, which may result in a loss on disposal that is also included in other operating expenses. We do not have cost segregation studies performed to specifically componentize our ships. In addition, since we do not separately componentize our ships, we do not identify and track depreciation of original ship components. Therefore, we typically estimate the net book value of components that are retired, based primarily upon their replacement cost, their age and their original estimated useful lives. Given the large size and complexity of our ships, ship accounting estimates require considerable judgment and are inherently uncertain.
In order to compute our ships' depreciation expense, we apply judgment to determine their useful lives as well as their residual values. As of November 30, 2025, we have estimated our ships' useful lives at 30 years and residual values at 15% of our original ship cost. Our ships' useful life and residual value estimates take into consideration the estimated weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins. We also take into consideration the impact of technological changes, historical useful lives of similarly-built ships, long-term cruise and vacation market conditions and regulatory changes, including those related to the impact of greenhouse gases and other emissions on the environment. We determine the residual value of our ships based on our long-term estimates of their resale value at the end of their useful lives to us but before the end of their physical and economic lives to others, historical resale values of our and other cruise ships as well as our expectations of the long-term viability of the secondary cruise ship market.
We are pursuing our aspiration of net zero emissions from ship operations by 2050 in line with the IMO's 2023 Strategy on Reduction of GHG Emissions from Ships. Given the estimated useful life for our ships, our most recently delivered vessels' lives will extend beyond this 2050 date. To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached. We are closely monitoring technology developments which may support our sustainability goals. Our fleet's engines are capable of using certain alternative fuels and we have completed tests on the use of marine biofuel blends on certain ships in our fleet. In addition, and in support of our Climate Action Goals, we invest in technologies, including the use of liquefied natural gas ("LNG") powered cruise ships, the installation of Advanced Air Quality Systems on board our ships to aid in the reduction of sulfur emissions, the use of shore power, enabling ships to use shoreside electric power where available while in port and various other efficiency related upgrades intended to reduce our emissions. It is uncertain how proposed and possible future regulatory changes, as well as our 2050 net zero emissions aspiration, may impact our ships' useful lives and residual values as the impact is dependent on future regulatory actions and technological advances.
If materially different conditions existed, or if we materially changed our assumptions of ship useful lives and residual values, then our depreciation expense, loss on retirement of ship components and net book value of our ships would be materially different. Our 2025 ship depreciation expense would have increased by approximately:
• $52 million assuming we had reduced our estimated 30-year ship useful life estimate by one year at the time we took delivery or acquired each of our ships
• $265 million assuming we had estimated our ships to have no residual value
We review estimated useful lives and residual values of our ships for reasonableness whenever events or circumstances indicate a revision is warranted. In December 2025, we completed such review considering the period over which we expect to operate our ships and our long-term plans. As a result, we determined our ships' depreciable lives would be extended to 35 years. In connection with the increase in estimated useful life, we reduced our estimated residual value of each ship to be 5% of our original ship cost for LNG powered ships and a range of salvage values under $25 million for all other ships, depending on the class and tonnage of the ship. This revision did not have a material impact on our financial statements and has been applied prospectively beginning December 1, 2025.
We believe that the estimates we made for ship accounting purposes are reasonable and our methods are consistently applied in all material respects and result in depreciation expense that is based on a rational and systematic method to equitably allocate the costs of our ships to the periods during which we use them.
Contingencies
We periodically assess the potential liabilities related to any lawsuits or claims brought against us, as well as for other known unasserted claims, including environmental, legal, regulatory and guest and crew matters. While it is typically very difficult to determine the timing and ultimate outcome of these matters, we use our best judgment to determine the appropriate amounts to record in our consolidated financial statements.
We accrue a liability and establish a reserve when we believe a loss is probable and the amount of the loss can be reasonably estimated. In assessing probable losses, we make estimates of the amount of probable insurance recoveries, if any, which are recorded as assets where appropriate. Such accruals and reserves are typically based on developments to date, management's estimates of the outcomes of these matters, our experience in contesting, litigating and settling other similar matters, historical claims experience, actuarially determined estimates of liabilities and any related insurance coverage.
Given the inherent uncertainty related to the eventual outcome of these matters and potential insurance recoveries, it is possible that all or some of these matters may be resolved for amounts materially different from any provisions or disclosures that we may have made. In addition, as new information becomes available, we may need to reassess amounts accrued related to our contingencies. All such changes in our estimates could materially impact our results of operations and financial position.
Refer to our consolidated financial statements for additional discussion of contingencies.
Known Trends and Uncertainties
We believe changes in the cost of fuel, fluctuations in foreign currency exchange rates and new and evolving regulatory requirements related to the reduction of GHG emissions are reasonably likely to impact our profitability in both the short and long-term. We became subject to the EU Emissions Trading System ("ETS") on January 1, 2024, which includes a three-year phase-in period. The impact of this regulation in 2025 and 2024 was $91 million and $46 million, which represented costs associated with 70% and 40% of emissions under the ETS operational scope. In 2026, all in scope emissions will be impacted. Refer to XVIII. Governmental and Other Regulations.
Results of Operations
We have historically earned substantially all of our cruise revenues from the following:
• Sales of passenger cruise tickets and, in some cases, the sale of air and other transportation to and from airports near our ships' home ports and cancellation fees. The cruise ticket price typically includes the following:
• Accommodations
• Most meals, including snacks at numerous venues
• Access to onboard amenities such as swimming pools, water slides, water parks, whirlpools, a health club and sun decks
• Entertainment, such as theatrical and comedy shows, live music and nightclubs
• Visits to multiple ports, including our portfolio of owned or operated ports and destinations
• Childcare and supervised youth programs
• Sales of onboard goods and services not included in the cruise ticket price. This generally includes the following:
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• Beverage sales |
• Internet and communication services |
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• Casino gaming |
• Full-service spas |
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• Shore excursions and experiences |
• Specialty restaurants |
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• Retail sales |
• Photo sales |
These goods and services are provided either directly by us or by independent concessionaires, from which we receive either a percentage of their revenues or a fee. Concession revenues do not have direct expenses because the costs and services incurred for concession revenues are borne by our concessionaires. In 2025, we earned 34% of our cruise revenues from onboard and other revenue goods and services.
We earn our tour and other revenues from our hotel and transportation operations and other revenues.
We incur cruise operating expenses for the following:
• Commissions, transportation and other, which include costs of travel agent commissions, air and other transportation, port fees, taxes, and charges that directly vary with guest head counts and credit and debit card fees
• Onboard and other, which include the costs of beverage sales, shore excursions, retail sales, internet and communication, credit and debit card fees, other onboard costs, cruise vacation protection programs and pre- and post-cruise land packages
• Payroll and related, which include the costs of officers and crew in bridge, engineering and hotel operations. Substantially all costs associated with our shoreside personnel are included in selling and administrative expenses
• Fuel, which include fuel delivery costs and emission allowance costs
• Food, which include both our guest and crew food costs
• Other operating expenses, which include port costs that do not vary with guest head counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; gains and losses on ship sales; ship impairments; freight and logistics; insurance premiums; tour and other expenses for our hotel and transportation operations and all other operating expenses
We do not allocate payroll and related, fuel, food or other operating expenses to the expense categories attributable to passenger ticket revenues or onboard and other revenues since they are incurred to provide the total cruise vacation experience.
Statistical Information
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Years Ended November 30, |
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2025 |
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2024 |
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2023 |
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Passenger Cruise Days ("PCDs") (in millions) (a) |
101.7 |
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100.5 |
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91.4 |
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Available Lower Berth Days ("ALBDs") (in millions) (b) (c) |
96.5 |
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95.6 |
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91.3 |
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Occupancy percentage (d) |
105% |
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105% |
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100% |
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Passengers carried (in millions) |
13.6 |
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13.5 |
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12.5 |
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Fuel consumption in metric tons (in millions) |
2.8 |
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2.9 |
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2.9 |
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Fuel consumption in metric tons per thousand ALBDs |
29.2 |
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30.9 |
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32.1 |
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Fuel cost per metric ton consumed (excluding emission allowances) |
$610 |
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$665 |
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$701 |
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Currencies (USD to 1) |
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AUD |
$0.64 |
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$0.66 |
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$0.66 |
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CAD |
$0.71 |
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$0.73 |
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$0.74 |
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EUR |
$1.12 |
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$1.09 |
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$1.08 |
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GBP |
$1.31 |
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$1.28 |
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$1.24 |
Notes to Statistical Information
(a) PCD represents the number of cruise passengers on a voyage multiplied by the number of revenue-producing ship operating days for that voyage.
(b) ALBD is a standard measure of passenger capacity for the period that we use to approximate rate and capacity variances, based on consistently applied formulas that we use to perform analyses to determine the main non-capacity driven factors that cause our cruise revenues and expenses to vary. ALBDs assume that each cabin we offer for sale accommodates two passengers and is computed by multiplying passenger capacity by revenue-producing ship operating days in the period.
(c) In 2025 compared to 2024, we had a 1.0% capacity increase in ALBDs comprised of a 1.2% capacity increase in our North America segment and a 0.6% capacity increase in our Europe segment.
Our North America segment's capacity increase was caused by the following:
• Carnival Cruise Line 5,360-passenger capacity ship that entered into service in December 2023
• Princess Cruises 4,310-passenger capacity ship that entered into service in February 2024
• Carnival Cruise Line 4,130-passenger capacity ship that transferred from Costa Cruises and entered into service in April 2024
• Princess Cruises 4,310-passenger capacity ship that entered into service in September 2025
The increase in our North America segment's capacity was partially offset by:
• Seabourn 460-passenger capacity ship that left the fleet in September 2024
• P&O Cruises (Australia) 2,000-passenger capacity ship that left the fleet in February 2025
Our Europe segment's capacity increase was caused by:
• Cunard 2,960-passenger capacity ship that entered into service in May 2024
• Nonrecurrence of the Red Sea rerouting without guests
The increase in our Europe segment's capacity was partially offset by a Costa Cruises 4,240-passenger capacity ship that transferred to Carnival Cruise Line in February 2024.
(d) Occupancy, in accordance with cruise industry practice, is calculated using a numerator of PCDs and a denominator of ALBDs, which assumes two passengers per cabin even though some cabins can accommodate three or more passengers. Percentages in excess of 100% indicate that on average more than two passengers occupied some cabins.
2025 Compared to 2024
The discussion below compares the results of operations for the year ended November 30, 2025 to the year ended November 30, 2024. This discussion should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this annual report. For a comparison of the company's results of operations for the year ended November 30, 2024 to the year ended November 30, 2023, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the company's Annual Report on Form 10-K for the year ended November 30, 2024, which was filed with the U.S. Securities and Exchange Commission on January 27, 2025.
Revenues
Consolidated
Passenger ticket revenues made up 65% of our 2025 total revenues. Passenger ticket revenues increased by $956 million, or 5.8%, to $17.4 billion in 2025 from $16.5 billion in 2024.
This increase was caused by:
• $635 million - higher ticket prices driven by continued strength in demand
• $196 million - net favorable foreign currency translation impact
• $159 million - 1.0% capacity increase in ALBDs
These increases were partially offset by a decrease of $74 million in air transportation revenue.
The remaining 35% of 2025 total revenues were comprised of onboard and other revenues, which increased by $644 million, or 7.5%, to $9.2 billion in 2025 from $8.6 billion in 2024.
This increase was driven by:
• $466 million - higher onboard spending by our guests
• $83 million - 1.0% capacity increase in ALBDs
• $57 million - net favorable foreign currency translation impact
North America Segment
Passenger ticket revenues made up 62% of our North America segment's 2025 total revenues. Passenger ticket revenues increased by $361 million, or 3.4%, to $10.9 billion in 2025 from $10.6 billion in 2024.
This increase was caused by:
• $344 million - higher ticket prices driven by continued strength in demand
• $122 million - 1.2% capacity increase in ALBDs
These increases were partially offset by a decrease of $74 million in air transportation revenue.
The remaining 38% of our North America segment's 2025 total revenues were comprised of onboard and other revenues, which increased by $442 million, or 7.1%, to $6.7 billion in 2025 from $6.2 billion in 2024.
This increase was caused by:
• $376 million - higher onboard spending by our guests
• $72 million - 1.2% capacity increase in ALBDs
Europe Segment
Passenger ticket revenues made up 77% of our Europe segment's 2025 total revenues. Passenger ticket revenues increased by $569 million, or 9.6%, to $6.5 billion in 2025 from $5.9 billion in 2024.
This increase was driven by:
• $292 million - higher ticket prices driven by continued strength in demand
• $200 million - net favorable foreign currency translation impact
• $46 million - 0.8 percentage point increase in occupancy
The remaining 23% of our Europe segment's 2025 total revenues were comprised of onboard and other revenues, which increased by $188 million, or 11%, to $1.9 billion in 2025 from $1.8 billion in 2024.
This increase was driven by:
• $89 million - higher onboard spending by our guests
• $60 million - net favorable foreign currency translation impact
Operating Expenses
Consolidated
Operating expenses increased by $309 million, or 2.0%, to $15.9 billion in 2025 from $15.6 billion in 2024.
This increase was caused by:
• $151 million - 1.0% capacity increase in ALBDs
• $112 million - net unfavorable foreign currency translation impact
• $90 million - higher onboard and other cost of sales driven by higher onboard revenues
• $54 million - higher commissions, transportation costs, and other expenses driven by increased ticket pricing and an increase in the number of guests
• $42 million - higher port expenses
• $27 million - higher repair and maintenance expenses (including dry-dock expenses)
• $26 million - higher cruise payroll and related expenses
• $23 million - nonrecurrence of change in pension valuation in 2024
These increases were partially offset by:
• $109 million - lower fuel prices including the impact of the cost of emission allowances
• $109 million - lower fuel consumption per ALBD
• $71 million - higher gains on ship sales realized in 2025 compared to 2024
Selling and administrative expenses increased by $150 million, or 4.6%, to $3.4 billion in 2025 from $3.3 billion in 2024.
Depreciation and amortization expenses increased by $233 million, or 9.1%, to $2.8 billion in 2025 from $2.6 billion in 2024.
North America Segment
Operating expenses decreased by $18 million, or 0.2%, to $10.5 billion in 2025 from $10.6 billion in 2024.
This decrease was caused by:
• $101 million - lower fuel prices including the impact of the cost of emission allowances
• $79 million - lower fuel consumption per ALBD
These decreases were partially offset by:
• $122 million - 1.2% capacity increase in ALBDs
• $40 million - higher onboard and other cost of sales driven by higher onboard revenues
Selling and administrative expenses increased by $13 million, or 0.7%, and were $2.0 billion in 2025 and 2024.
Depreciation and amortization expenses increased by $154 million, or 9.3%, to $1.8 billion in 2025 from $1.7 billion in 2024.
Europe Segment
Operating expenses increased by $287 million, or 6.1%, to $5.0 billion in 2025 from $4.7 billion in 2024.
This increase was caused by:
• $118 million - net unfavorable foreign currency translation impact
• $50 million - higher onboard and other cost of sales driven by higher onboard revenues
• $45 million - higher commissions, transportation costs, and other expenses driven by increased ticket pricing and an increase in the number of guests
• $41 million - higher repair and maintenance expenses (including dry-dock expenses)
• $33 million - higher port expenses
• $23 million - nonrecurrence of change in pension valuation in 2024
These increases were partially offset by a $57 million gain on sale of one ship.
Selling and administrative expenses increased by $81 million, or 8.4%, and were $1.0 billion in 2025 and 2024.
Depreciation and amortization expenses increased by $70 million, or 10%, to $746 million in 2025 from $676 million in 2024. This increase was driven by fleet enhancements and net unfavorable foreign currency translation impacts.
Operating Income
Our consolidated operating income increased by $909 million to $4.5 billion in 2025 from $3.6 billion in 2024. Our North America segment's operating income increased by $653 million to $3.3 billion in 2025 from $2.6 billion in 2024, and our Europe segment's operating income increased by $319 million to $1.7 billion in 2025 from $1.3 billion in 2024. These changes were primarily due to the reasons discussed above.
Nonoperating Income (Expense)
Interest expense, net of capitalized interest, decreased by $406 million, or 23%, to $1.3 billion in 2025 from $1.8 billion in 2024. The decrease was substantially all due to lower average interest rates, a decrease in total debt and increased capitalized interest.
Debt extinguishment and modification costs increased by $330 million to $409 million in 2025 from $79 million in 2024 as a result of debt transactions occurring during the respective periods.
Liquidity, Financial Condition and Capital Resources
As of November 30, 2025, we had $6.4 billion of liquidity including $1.9 billion of cash and cash equivalents and $4.5 billion available for borrowing under our multicurrency revolving credit facility. In addition, we had $7.8 billion of undrawn export credit facilities to fund future ship deliveries.
We had a working capital deficit of $8.9 billion as of November 30, 2025 compared to a working capital deficit of $8.2 billion as of November 30, 2024. The increase in working capital deficit was caused by an increase in the current portion of long-term debt and customer deposits, partially offset by an increase in cash and cash equivalents. We operate with a substantial working capital deficit. This deficit is mainly attributable to the fact that, under our business model, substantially all of our passenger ticket receipts are collected in advance of the applicable sailing date. These advance passenger receipts generally remain a current liability on our balance sheet until the sailing date. The cash generated from these advance receipts is used interchangeably with cash on hand from other sources, such as our borrowings and other cash from operations. The cash received as advanced receipts can be used to fund operating expenses, pay down our debt, make long-term investments or any other use of cash. Included within our working capital are $6.8 billion and $6.4 billion of current customer deposits as of November 30, 2025 and 2024. We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations. Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a capped reserve fund in cash. As of November 30, 2025, we were not required to maintain any reserve funds. In addition, we have a relatively low level of accounts receivable and limited investment in inventories.
We are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests, certain derivative instruments and variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our consolidated financial statements.
Sources and Uses of Cash
Operating Activities
Our business provided $6.2 billion of net cash flows from operating activities during 2025, an increase of $0.3 billion compared to $5.9 billion provided in 2024. This increase was driven by higher net income in 2025 partially offset by changes in prepaid expenses and other assets, which includes the nonrecurrence of cash provided by the release of credit card reserves in 2024.
Investing Activities
During 2025, net cash used in investing activities of $3.3 billion was caused by:
• Capital expenditures of $3.6 billion substantially all attributable to the delivery of one North America segment ship, ship improvements and development of our portfolio of exclusive destinations.
• Proceeds of $323 million substantially all from the sale of one North America segment ship and one Europe segment ship
• Advances of $100 million made to Floating Docks S. de RL
During 2024, net cash used in investing activities of $4.5 billion was caused by:
• Capital expenditures of $4.6 billion primarily attributable to the delivery of two North America segment ships, one Europe segment ship and developments in our port destinations and exclusive islands
• Proceeds of $58 million primarily from the sale of a North America segment ship
Financing Activities
During 2025, net cash used in financing activities of $2.2 billion was caused by:
• Repayments of $12.9 billion of long-term debt
• Debt issuance costs of $144 million
• Debt extinguishment costs of $272 million
• Issuances of $11.2 billion of long-term debt
During 2024, net cash used in financing activities of $2.6 billion was caused by:
• Repayments of $5.4 billion of long-term debt
• Debt issuance costs of $203 million
• Debt extinguishment costs of $41 million
• Issuances of $3.1 billion of long-term debt
For our cash flow activities for the fiscal year ended November 30, 2023, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended November 30, 2024, which was filed with the U.S. Securities and Exchange Commission on January 27, 2025.
Material Cash Requirements
|
|
Payments Due by |
|
|
||||||||||
|
(in millions) |
2026 |
|
2027 |
|
2028 |
|
2029 |
|
2030 |
|
Thereafter |
|
Total |
|
Debt (a) |
$3,066 |
(b) |
$3,537 |
|
$4,889 |
|
$4,883 |
|
$3,493 |
|
$12,320 |
|
$32,188 |
|
Newbuild capital expenditures (c) |
501 |
|
1,586 |
|
1,474 |
|
1,823 |
|
1,661 |
|
4,769 |
|
11,814 |
|
Total |
$3,567 |
|
$5,123 |
|
$6,363 |
|
$6,706 |
|
$5,154 |
|
$17,089 |
|
$44,002 |
(a) Includes principal as well as estimated interest payments and does not include the impact of any future possible refinancings. Excludes undrawn export credits.
(b) Includes an aggregate of $500 million representing the portion of the 5.75% convertible senior notes due 2027 converted and settled in cash in December 2025.
(c) As of November 30, 2025, we have undrawn export credit facilities of $7.8 billion which fund a portion of our newbuild contractual commitments.
Funding Sources
We plan to use existing liquidity and future cash flows from operations to fund our cash requirements including capital expenditures not funded by our export credit facilities. We seek to manage our credit risk exposures, including counterparty nonperformance associated with our cash and cash equivalents, and future financing facilities by conducting business with well-established financial institutions, and export credit agencies and diversifying our counterparties.
|
(in billions) |
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
2030 |
|
Thereafter |
|
Future export credit facilities at November 30, 2025 |
|
$- |
|
$1.3 |
|
$1.3 |
|
$1.7 |
|
$- |
|
$3.4 |
Our export credit facilities contain various financial covenants as described in Note 5 - "Debt" of the consolidated financial statements. At November 30, 2025, we were in compliance with the applicable covenants under our debt agreements.
Dividends
The declaration of dividends shall at all times be subject to the final determination of our Boards of Directors that a dividend is prudent at that time in consideration of the liquidity needs of the business. In December 2025, the Boards of Directors approved the reinstatement of the company's quarterly dividend and declared an initial $0.15 per share dividend with a record date of February 13, 2026 and a payment date of February 27, 2026.
Quantitative and Qualitative Disclosures About Market Risk.
For a discussion of our hedging strategies and market risks, see the discussion below and the consolidated financial statements.
Fuel Price Risks
Substantially all our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships.
Foreign Currency Exchange Rate Risks
Operational Currency Risks
Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. Our operations also have revenue and expenses denominated in non-functional currencies. Movements in foreign currency exchange rates will affect our consolidated financial statements.
Investment Currency Risks
The foreign currency exchange rates were as follows:
|
|
November 30, |
||
|
USD to 1: |
2025 |
|
2024 |
|
AUD |
$0.65 |
|
$0.65 |
|
CAD |
$0.72 |
|
$0.71 |
|
EUR |
$1.16 |
|
$1.06 |
|
GBP |
$1.32 |
|
$1.27 |
If the November 30, 2024 currency exchange rates had been used to translate our November 30, 2025 non-U.S. dollar functional currency operations' assets and liabilities (instead of the November 30, 2025 U.S. dollar exchange rates), our total assets would have been lower by $1.4 billion and our total liabilities would have been higher by $1.3 billion.
Newbuild Currency Risks
At November 30, 2025, our newbuild currency exchange rate risk primarily relates to euro-denominated newbuild contract payments, which represent a total commitment of $8.4 billion and relate to newbuilds scheduled to be delivered to non-euro functional currency brands. The functional currency cost of each of these ships will increase or decrease based on changes in the exchange rates until the payments are made under the shipbuilding contract. We may utilize foreign currency derivatives to mitigate some of this foreign currency exchange rate risk. Based on a 1% change in euro to U.S. dollar exchange rates as of November 30, 2025, the remaining cost of these ships would have a corresponding change of $84 million.
Interest Rate Risks
The composition of our debt was as follows:
|
|
November 30, 2025 |
|
Fixed rate |
54% |
|
EUR fixed rate |
31% |
|
Floating rate |
5% |
|
EUR floating rate |
10% |
Based on a 100 basis point change in the market interest rates, our annual interest expense on floating rate debt would change by approximately $42 million.
Financial Statements and Supplementary Data.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in millions, except per share data)
|
|
Years Ended November 30, |
||||
|
|
2025 |
|
2024 |
|
2023 |
|
Passenger ticket |
$17,419 |
|
$16,463 |
|
$14,067 |
|
Onboard and other |
9,202 |
|
8,558 |
|
7,526 |
|
Total Revenues |
26,622 |
|
25,021 |
|
21,593 |
|
Cruise and tour operating expenses: |
|
|
|
|
|
|
Commissions, transportation and other |
3,331 |
|
3,232 |
|
2,761 |
|
Onboard and other |
2,816 |
|
2,678 |
|
2,375 |
|
Payroll and related |
2,589 |
|
2,464 |
|
2,373 |
|
Fuel |
1,808 |
|
2,007 |
|
2,047 |
|
Food |
1,499 |
|
1,457 |
|
1,335 |
|
Other operating |
3,904 |
|
3,801 |
|
3,426 |
|
Total Cruise and tour operating expenses |
15,947 |
|
15,638 |
|
14,317 |
|
Selling and administrative expense |
3,402 |
|
3,252 |
|
2,950 |
|
Depreciation and amortization expense |
2,790 |
|
2,557 |
|
2,370 |
|
Operating Income |
4,483 |
|
3,574 |
|
1,956 |
|
Interest income |
51 |
|
93 |
|
233 |
|
Interest expense, net of capitalized interest |
(1,349) |
|
(1,755) |
|
(2,066) |
|
Debt extinguishment and modification costs |
(409) |
|
(79) |
|
(111) |
|
Other income (expense), net |
(4) |
|
83 |
|
(75) |
|
Income (Loss) Before Income Taxes |
2,772 |
|
1,915 |
|
(62) |
|
Income tax benefit (expense), net |
(12) |
|
1 |
|
(13) |
|
Net Income (Loss) |
$2,760 |
|
$1,916 |
|
$(74) |
|
Earnings Per Share |
|
|
|
|
|
|
Basic |
$2.10 |
|
$1.50 |
|
$(0.06) |
|
Diluted |
$2.02 |
|
$1.44 |
|
$(0.06) |
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
|
|
Years Ended November 30, |
||||
|
|
2025 |
|
2024 |
|
2023 |
|
Net Income (Loss) |
$2,760 |
|
$1,916 |
|
$(74) |
|
Items Included in Other Comprehensive Income (Loss) |
|
|
|
|
|
|
Change in foreign currency translation adjustment |
137 |
|
(3) |
|
52 |
|
Other |
27 |
|
(34) |
|
(8) |
|
Other Comprehensive Income (Loss) |
165 |
|
(36) |
|
44 |
|
Total Comprehensive Income (Loss) |
$2,925 |
|
$1,879 |
|
$(30) |
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(in millions, except par values)
|
|
November 30, |
||
|
|
2025 |
|
2024 |
|
ASSETS |
|
|
|
|
Current Assets |
|
|
|
|
Cash and cash equivalents |
$1,928 |
|
$1,210 |
|
Trade and other receivables, net |
678 |
|
590 |
|
Inventories |
505 |
|
507 |
|
Prepaid expenses and other |
1,108 |
|
1,070 |
|
Total current assets |
4,219 |
|
3,378 |
|
Property and Equipment, Net |
43,494 |
|
41,795 |
|
Operating Lease Right-of-Use Assets, Net |
1,328 |
|
1,368 |
|
Goodwill |
579 |
|
579 |
|
Other Intangibles |
1,177 |
|
1,163 |
|
Other Assets |
890 |
|
775 |
|
|
$51,687 |
|
$49,057 |
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
Current Liabilities |
|
|
|
|
Current portion of long-term debt |
$2,603 |
|
$1,538 |
|
Current portion of operating lease liabilities |
175 |
|
163 |
|
Accounts payable |
1,245 |
|
1,133 |
|
Accrued liabilities and other |
2,239 |
|
2,358 |
|
Customer deposits |
6,831 |
|
6,425 |
|
Total current liabilities |
13,092 |
|
11,617 |
|
Long-Term Debt |
24,037 |
|
25,936 |
|
Long-Term Operating Lease Liabilities |
1,178 |
|
1,239 |
|
Other Long-Term Liabilities |
1,097 |
|
1,012 |
|
Contingencies and Commitments |
|
|
|
|
Shareholders' Equity |
|
|
|
|
Carnival Corporation common stock, $0.01 par value; 1,960 shares authorized; 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 capital |
17,267 |
|
17,155 |
|
Retained earnings |
4,817 |
|
2,101 |
|
Accumulated other comprehensive income (loss) ("AOCI") |
(1,810) |
|
(1,975) |
|
Treasury stock, 131 shares at 2025 and 130 shares at 2024 of Carnival Corporation and 72 shares at 2025 and 73 shares at 2024 of Carnival plc, at cost |
(8,364) |
|
(8,404) |
|
Total shareholders' equity |
12,284 |
|
9,251 |
|
|
$51,687 |
|
$49,057 |
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|
Years Ended November 30, |
||||
|
|
2025 |
|
2024 |
|
2023 |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
Net income (loss) |
$2,760 |
|
$1,916 |
|
$(74) |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities |
|
|
|
|
|
|
Depreciation and amortization |
2,790 |
|
2,557 |
|
2,370 |
|
Loss on debt extinguishment |
401 |
|
76 |
|
98 |
|
Share-based compensation |
98 |
|
62 |
|
53 |
|
Amortization of discounts and debt issue costs |
116 |
|
141 |
|
161 |
|
Non-cash lease expense |
161 |
|
142 |
|
145 |
|
Gain on sales of ships |
(112) |
|
(41) |
|
(88) |
|
Greenhouse gas regulatory expense |
91 |
|
46 |
|
- |
|
Other |
58 |
|
63 |
|
90 |
|
|
6,363 |
|
4,963 |
|
2,756 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
Receivables |
(84) |
|
(49) |
|
(180) |
|
Inventories |
2 |
|
9 |
|
(85) |
|
Prepaid expenses and other assets |
(214) |
|
352 |
|
397 |
|
Accounts payable |
61 |
|
(26) |
|
77 |
|
Accrued liabilities and other |
(218) |
|
167 |
|
147 |
|
Customer deposits |
308 |
|
507 |
|
1,169 |
|
Net cash provided by operating activities |
6,218 |
|
5,923 |
|
4,281 |
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
Purchases of property and equipment |
(3,611) |
|
(4,626) |
|
(3,284) |
|
Proceeds from sales of ships and other property and equipment |
323 |
|
58 |
|
340 |
|
Advances to affiliates |
(100) |
|
(64) |
|
(21) |
|
Other |
67 |
|
98 |
|
155 |
|
Net cash used in investing activities |
(3,321) |
|
(4,535) |
|
(2,810) |
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
Repayments of short-term borrowings |
- |
|
- |
|
(200) |
|
Principal repayments of long-term debt |
(12,936) |
|
(5,436) |
|
(7,660) |
|
Debt issuance costs |
(144) |
|
(203) |
|
(131) |
|
Debt extinguishment costs |
(272) |
|
(41) |
|
(79) |
|
Proceeds from issuance of long-term debt |
11,152 |
|
3,095 |
|
2,961 |
|
Other |
12 |
|
1 |
|
20 |
|
Net cash provided by (used in) financing activities |
(2,189) |
|
(2,584) |
|
(5,089) |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
19 |
|
(8) |
|
17 |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
727 |
|
(1,204) |
|
(3,601) |
|
Cash, cash equivalents and restricted cash at beginning of year |
1,231 |
|
2,436 |
|
6,037 |
|
Cash, cash equivalents and restricted cash at end of year |
$1,958 |
|
$1,231 |
|
$2,436 |
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions)
|
|
Common stock |
|
Ordinary shares |
|
Additional paid-in capital |
|
Retained earnings |
|
AOCI |
|
Treasury stock |
|
Total shareholders' equity |
|
At November 30, 2022 |
$12 |
|
$361 |
|
$16,872 |
|
$269 |
|
$(1,982) |
|
$(8,468) |
|
$7,065 |
|
Change in accounting principle (a) |
- |
|
- |
|
(229) |
|
(10) |
|
- |
|
- |
|
(239) |
|
Net income (loss) |
- |
|
- |
|
- |
|
(74) |
|
- |
|
- |
|
(74) |
|
Other comprehensive income (loss) |
- |
|
- |
|
- |
|
- |
|
44 |
|
- |
|
44 |
|
Issuances of common stock, net |
- |
|
- |
|
5 |
|
- |
|
- |
|
- |
|
5 |
|
Conversion of Convertible Notes |
- |
|
- |
|
3 |
|
- |
|
- |
|
- |
|
3 |
|
Purchases and issuances under the Stock Swap Program, net |
- |
|
- |
|
22 |
|
- |
|
- |
|
(20) |
|
2 |
|
Issuance of treasury shares for vested share-based awards |
- |
|
- |
|
(41) |
|
- |
|
- |
|
41 |
|
- |
|
Share-based compensation and other |
- |
|
- |
|
79 |
|
- |
|
- |
|
(2) |
|
78 |
|
At November 30, 2023 |
12 |
|
361 |
|
16,712 |
|
185 |
|
(1,939) |
|
(8,449) |
|
6,882 |
|
Net income (loss) |
- |
|
- |
|
- |
|
1,916 |
|
- |
|
- |
|
1,916 |
|
Other comprehensive income (loss) |
- |
|
- |
|
- |
|
- |
|
(36) |
|
- |
|
(36) |
|
Conversion of Convertible Notes |
- |
|
- |
|
414 |
|
- |
|
- |
|
- |
|
415 |
|
Issuance of treasury shares for vested share-based awards |
- |
|
- |
|
(47) |
|
- |
|
- |
|
47 |
|
- |
|
Share-based compensation and other |
- |
|
- |
|
76 |
|
- |
|
- |
|
(2) |
|
75 |
|
At November 30, 2024 |
13 |
|
361 |
|
17,155 |
|
2,101 |
|
(1,975) |
|
(8,404) |
|
9,251 |
|
Net income (loss) |
- |
|
- |
|
- |
|
2,760 |
|
- |
|
- |
|
2,760 |
|
Other comprehensive income (loss) |
- |
|
- |
|
- |
|
- |
|
165 |
|
- |
|
165 |
|
Issuance of treasury shares for vested share-based awards |
- |
|
- |
|
- |
|
(44) |
|
- |
|
44 |
|
- |
|
Share-based compensation and other |
- |
|
- |
|
112 |
|
- |
|
- |
|
(5) |
|
107 |
|
At November 30, 2025 |
$13 |
|
$361 |
|
$17,267 |
|
$4,817 |
|
$(1,810) |
|
$(8,364) |
|
$12,284 |
(a) We adopted the provisions of Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity's Own Equity on December 1, 2022.
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - General
Description of Business
Carnival Corporation was incorporated in Panama in 1974 and Carnival plc was incorporated in England and Wales in 2000. Together with their consolidated subsidiaries, they are referred to collectively in these consolidated financial statements and elsewhere in this 2025 Annual Report as "Carnival Corporation & plc," "the company", "our," "us" and "we." The consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries.
We are the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises, and Seabourn.
During 2025, we sunset the P&O Cruises (Australia) brand and folded its Australia operations into Carnival Cruise Line.
DLC Arrangement
Carnival Corporation and Carnival plc operate a dual listed company ("DLC") arrangement, whereby the businesses of Carnival Corporation and Carnival plc are combined through a number of contracts and provisions in Carnival Corporation's Articles of Incorporation and By-Laws and Carnival plc's Articles of Association. The two companies operate as a single economic enterprise with a single senior management team and identical Boards of Directors, but each has retained its separate legal identity. Carnival Corporation's shares of common stock are publicly traded on the New York Stock Exchange ("NYSE") and Carnival plc's ordinary shares are publicly traded on the London Stock Exchange. The Carnival plc American Depositary Shares are traded on the NYSE.
The constitutional documents of each company provide that, on most matters, the holders of the common equity of both companies effectively vote as a single body. The Equalization and Governance Agreement between Carnival Corporation and Carnival plc provides for the equalization of dividends and liquidation distributions based on an equalization ratio and contains provisions relating to the governance of the DLC arrangement. Because the equalization ratio is 1 to 1, one share of Carnival Corporation common stock and one Carnival plc ordinary share are generally entitled to the same distributions.
Under deeds of guarantee executed in connection with the DLC arrangement, as well as stand-alone guarantees executed since that time, each of Carnival Corporation and Carnival plc have effectively cross guaranteed all indebtedness and certain other monetary obligations of each other. Once the written demand is made, the holders of indebtedness or other obligations may immediately commence an action against the relevant guarantor.
Under the terms of the DLC arrangement, Carnival Corporation and Carnival plc are permitted to transfer assets between the companies, make loans to or investments in each other and otherwise enter into intercompany transactions. In addition, the cash flows and assets of one company are required to be used to pay the obligations of the other company, if necessary.
Given the DLC arrangement, we believe that providing separate financial statements for each of Carnival Corporation and Carnival plc would not present a true and fair view of the economic realities of their operations. Accordingly, separate financial statements for Carnival Corporation and Carnival plc have not been presented.
In December 2025, following a review of the corporate structure, the Boards of Directors of Carnival Corporation and Carnival plc recommended unifying the dual listed company under a single corporate entity, Carnival Corporation, listed solely on the New York Stock Exchange, with Carnival plc as its wholly-owned UK subsidiary. Under this plan, Carnival plc shareholders would receive Carnival Corporation shares on a one-for-one basis, and Carnival plc shares and American Depositary Receipts would be de-listed from both the London Stock Exchange and the New York Stock Exchange, respectively. These proposals will be subject to certain conditions, including the approval of shareholders and receipt of regulatory and UK court approvals.
NOTE 2 - Summary of Significant Accounting Policies
Basis of Presentation
We consolidate entities over which we have control, as typically evidenced by a voting control of greater than 50% or for which we are the primary beneficiary, whereby we have the power to direct the most significant activities and the obligation to absorb significant losses or receive significant benefits from the entity. We do not separately present our noncontrolling interests in the consolidated financial statements since the amounts are immaterial. For affiliates we do not control but where significant influence over financial and operating policies exists, as typically evidenced by a voting control of 20% to 50%, the investment is accounted for using the equity method.
For 2024 and 2023, we reclassified certain immaterial amounts within cash flows from operating and financing activities in the Consolidated Statements of Cash Flows to conform to the current year presentation.
Preparation of Consolidated Financial Statements
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported and disclosed in our consolidated financial statements. We have made reasonable estimates and judgments of such items within our consolidated financial statements and there may be changes to those estimates in future periods. Actual results may differ from the estimates used in preparing our consolidated financial statements. All material intercompany balances and transactions are eliminated in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents include investments with maturities of three months or less at acquisition which are stated at cost and present insignificant risk of changes in value.
Trade and Other Receivables
Although we generally require full payment from our customers prior to or concurrently with their cruise, we grant credit terms to a relatively small portion of our revenue source. We have receivables from credit card merchants and travel agents for cruise ticket purchases and onboard revenue. These receivables are included within trade and other receivables, net and are less allowances for expected credit losses.
Inventories
Inventories consist substantially of food, beverages, hotel supplies, fuel and retail merchandise, which are all carried at the lower of cost or net realizable value. Cost is determined using the weighted-average or first-in, first-out methods and applied consistently between major categories of inventory.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and any impairment charges. We capitalize interest as part of the cost of capital projects incurred during construction. Depreciation is computed using the straight-line method over our estimated useful lives of the assets to a residual value, as a percentage of original cost, as follows:
|
|
Years |
|
Residual Values |
|
Ships |
30 |
|
15% |
|
Ship improvements |
3-30 |
|
0% |
|
Buildings and improvements |
10-40 |
|
0% |
|
Computer hardware and software |
2-12 |
|
0% |
|
Transportation equipment and other |
3-20 |
|
0% |
|
Leasehold improvements, including port facilities |
Shorter of the remaining lease term or related asset life (3-30) |
|
0% |
The cost of ships under construction includes progress payments for the construction of new ships, as well as design and engineering fees, capitalized interest, construction oversight costs and various owner supplied items. Any liquidated damages received from shipyards are recorded as reductions to the cost basis of the ship.
We have a capital program for the improvement of our ships and for asset replacements to enhance the effectiveness and efficiency of our operations; to comply with, or exceed, all relevant legal and statutory requirements related to health, environment, safety, security and sustainability; and to gain strategic benefits or provide improved product innovations to our guests. We account for ship improvement costs, including replacements of certain significant components and parts, by capitalizing those costs we believe add value to our ships and have a useful life greater than one year and depreciating those improvements over their estimated remaining useful life. The costs of repairs and maintenance, including those incurred when a ship is taken out-of-service for scheduled maintenance, and minor improvement costs and expenses, are charged to expense as incurred.
In addition, specifically identified or estimated cost and accumulated depreciation of previously capitalized ship components are written-off upon retirement, which may result in a loss on disposal that is also included in other operating expenses.
As of November 30, 2025, we have estimated our ships' useful lives at 30 years and residual values at 15% of our original ship cost. Our ships' useful life and residual value estimates take into consideration the estimated weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins. We also take into consideration the impact of technological changes, historical useful lives of similarly-built ships, long-term cruise and vacation market conditions and regulatory changes, including those related to the impact of greenhouse gases and other emissions on the environment. We determine the residual value of our ships based on our long-term estimates of their resale value at the end of their useful lives to us but before the end of their physical and economic lives to others, historical resale values of our and other cruise ships as well as our expectations of the long-term viability of the secondary cruise ship market.
We review estimated useful lives and residual values of our ships for reasonableness whenever events or circumstances indicate a revision is warranted. In December 2025, we completed such review considering the period over which we expect to operate our ships and our long-term plans. As a result, we determined our ships' depreciable lives would be extended to 35 years. In connection with the increase in estimated useful life, we reduced our estimated residual value of each ship to be 5% of our original ship cost for LNG powered ships and a range of salvage values under $25 million for all other ships, depending on the class and tonnage of the ship. This revision did not have a material impact on our financial statements and has been applied prospectively beginning December 1, 2025.
We evaluate ship asset impairments at the individual ship level which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. We review our ships for impairment whenever events or circumstances indicate that the carrying value of a ship may not be recoverable. If estimated future cash flows are less than the carrying value of a ship, an impairment charge is recognized to the extent its carrying value exceeds its estimated fair value.
Leases
Substantially all of our leases for which we are the lessee are operating leases of port facilities and real estate and are included within operating lease right-of-use assets, net, long-term operating lease liabilities and current portion of operating lease liabilities in our Consolidated Balance Sheets. We determine if an arrangement is or contains a lease at the lease inception date by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset.
We have port facilities and real estate lease agreements with lease and non-lease components, and in such cases, we account for the components as a single lease component.
We do not recognize lease assets and lease liabilities for any leases that have an initial term of twelve months or less and do not include an option to purchase the underlying asset that we are reasonably certain to exercise. For some of our port facilities and real estate lease agreements, we have the option to extend our current lease term by 1 to 10 years. Generally, we do not include renewal options as a component of our present value calculation as we are not reasonably certain that we will exercise the options.
As our leases do not have a readily determinable implicit rate, we estimate the incremental borrowing rate ("IBR") to determine the present value of lease payments. We apply judgment in determining the IBR including considering the term of the lease, the currency in which the lease is denominated, and the impact of collateral and our credit risk on the rate.
We recognize lease expense for our operating leases on a straight-line basis over the lease term.
Goodwill and Other Intangibles
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business acquisition. We review our goodwill for impairment as of July 31 every year, or more frequently if events or circumstances dictate. All of our goodwill has been allocated to our reporting units. The impairment review for goodwill allows us to first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative goodwill impairment test. We would perform the quantitative test if our qualitative assessment determined it is more-likely-than-not that a reporting unit's estimated fair value is less than its carrying amount. We may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit. When performing the quantitative test, if the estimated fair value of the reporting unit exceeds its carrying value, no further analysis is required. However, if the estimated fair value of the reporting unit is less than the carrying value, goodwill is written down based on the difference between the reporting unit's carrying amount and its fair value, limited to the amount of goodwill allocated to the reporting unit. Judgment is required in estimating the fair value of our reporting unit.
Trademarks represent substantially all of our other intangibles. Trademarks are estimated to have an indefinite useful life and are not amortizable but are reviewed for impairment at least annually and as events or circumstances dictate. The impairment review for trademarks also allows us to first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative trademark impairment test. We would perform the quantitative test if our qualitative assessment determined it was more-likely-than-not that the trademarks are impaired. We may also elect to bypass the qualitative assessment and proceed directly to the quantitative test. Our trademarks would be considered impaired if their carrying value exceeds their estimated fair value.
Emission Allowances
We became subject to the EU Emissions Trading System ("ETS") on January 1, 2024, which includes a three-year phase-in period. The ETS regulates emissions through a "cap and trade" principle, where a cap is set on the total amount of certain emissions that can be emitted and requires us to procure emission allowances for certain emissions inside EU waters (as defined in the ETS). Emission allowances are recorded at cost and are included in prepaid expenses and other or other assets. Purchases of emission allowances are classified as operating activities in our Consolidated Statements of Cash Flows. Emission obligations are recorded when generated and are included in accrued liabilities and other and other long-term liabilities. The funded portion of the emission obligations are measured at the carrying value of the emission allowances and the unfunded portion of emission obligations is measured at the fair value of emission allowances necessary to settle. We record expense for emissions in EU waters in fuel expense in the period incurred. Emission allowances and obligations are derecognized when surrendered based on the first-in, first-out method, and are non-cash activities.
Equity Method Investments
Equity method investments are initially recognized at cost and are included in other assets in the Consolidated Balance Sheets. Our proportionate interest in their results is included in other income (expense), net in the Consolidated Statements of Income (Loss).
Debt and Debt Issuance Costs
Debt is recorded at initial fair value, which normally reflects the proceeds received by us, net of debt issuance costs. Debt is subsequently stated at amortized cost. Debt issuance costs, discounts and premiums are generally amortized to interest expense using the straight-line method, which approximates the effective interest method, over the term of the debt. Debt issuance costs related to a recognized debt liability are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For our revolving facility, and those export credit facilities not yet drawn, the related debt issuance costs are deferred and recorded as an asset. Debt instruments are evaluated for the existence of features that require separation and accounting as a derivative. In our Consolidated Statements of Cash Flows, debt issuance costs paid to lenders related to a recognized debt liability are netted against the proceeds from the related long-term debt while debt issuance costs paid to third parties, or related to undrawn credit facilities, are presented separately within financing activities.
Derivatives and Other Financial Instruments
We have in the past and may in the future utilize derivative and non-derivative financial instruments, such as foreign currency forwards, options and swaps, foreign currency debt obligations and foreign currency cash balances, to manage our exposure to fluctuations in certain foreign currency exchange rates. We have in the past and may in the future use interest rate swaps primarily to manage our interest rate exposure to achieve a desired proportion of fixed and floating rate debt. Our policy is to not use financial instruments for trading or other speculative purposes.
All derivatives are recorded at fair value. If a derivative is designated as a cash flow hedge, then the change in the fair value of the derivative is recognized as a component of AOCI until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable. If a derivative or a non-derivative financial instrument is designated as a hedge of our net investment in a foreign operation, then changes in the effective portion of the fair value of the financial instrument are recognized as a component of AOCI to offset the change in the translated value of the designated portion of net investment being hedged until the investment is sold or substantially liquidated, while the impact attributable to components excluded from the assessment of hedge effectiveness is recorded in interest expense, net of capitalized interest, on a systematic and rational basis. For derivatives that do not qualify for hedge accounting treatment, the change in fair value is recognized in earnings.
We classify the fair value of all our derivative contracts as either current or long-term, depending on the maturity date of the derivative contract. The cash flows from derivatives treated as cash flow hedges are classified in our Consolidated Statements of Cash Flows in the same category as the item being hedged.
Derivative valuations are based on observable inputs such as interest rates and commodity price curves, forward currency exchange rates, credit spreads, maturity dates, volatilities, and cross currency basis spreads. We use the income approach to value derivatives for foreign currency options and forwards, interest rate swaps and cross currency swaps using observable market data for all significant inputs and standard valuation techniques to convert future amounts to a single present value amount, assuming that participants are motivated but not compelled to transact.
Foreign Currency Translation and Transactions
These consolidated financial statements are presented in U.S. dollars. Each foreign entity determines its functional currency by reference to its primary economic environment. Our most significant foreign entities utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. We translate the assets and liabilities of our foreign entities that have functional currencies other than the U.S. dollar at exchange rates in effect at the balance sheet date. Revenues and expenses of these foreign entities are translated at the average rate for the period. Equity is translated at historical rates and the resulting foreign currency translation adjustments are included as a component of AOCI, which is a separate component of shareholders' equity. Therefore, the U.S. dollar value of the non-equity translated items in our consolidated financial statements will fluctuate from period to period, depending on the changing value of the U.S. dollar versus these currencies.
We execute transactions in a number of different currencies. At the date that the transaction is recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction is measured and recorded in the functional currency of the recording entity using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than the functional currency are adjusted using the exchange rate at the balance sheet date, with gains or losses recorded in other income or other expense, unless such monetary balances have been designated as hedges of net investments in our foreign entities. The net gains or losses resulting from foreign currency transactions were not material in 2025, 2024 and 2023. In addition, the unrealized gains or losses on our long-term intercompany receivables and payables which are denominated in a non-functional currency and which are not expected to be repaid in the foreseeable future are recorded as foreign currency translation adjustments included as a component of AOCI.
Revenue and Expense Recognition
Guest cruise deposits and advance onboard purchases are initially included in customer deposits when received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct expenses of a voyage are recognized as cruise expenses, upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in excess of ten nights. The impact of recognizing these shorter duration cruise revenues and expenses on a completed voyage basis versus on a pro rata basis is not material. Certain of our product offerings are bundled and we allocate the value of the bundled services and goods between passenger ticket revenues and onboard and other revenues based upon the estimated standalone selling prices of those goods and services. Future travel discount vouchers are included as a reduction of passenger ticket revenues when such vouchers are utilized. Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of cancellation.
Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related expenses of these services are included in prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in transportation expenses at the time of revenue recognition. We had prepaid air and other transportation expenses of $233 million and $219 million as of November 30, 2025 and 2024. The proceeds that we collect from the sales of third-party shore excursions are included in onboard and other revenues and the related expenses are included in onboard and other expenses. The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted to them, are included in onboard and other revenues as concession revenues. All of these amounts are recognized on a completed voyage or pro rata basis as discussed above.
Fees, taxes and charges that vary with guest head counts are expensed in commissions, transportation and other expenses when the corresponding revenues are recognized. The remaining portion of fees, taxes and charges are expensed in other operating expenses when the corresponding revenues are recognized.
Revenues and expenses from our hotel and transportation operations, which are included in our Tour and Other segment, are recognized at the time the services are performed.
Customer Deposits
Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the commencement of the voyage. We also offer our guests the advance purchase of onboard and other services. Cash received from guests in advance of the cruise is recorded in customer deposits and in other long-term liabilities on our Consolidated Balance Sheets. These amounts include refundable deposits. We had total customer deposits of $7.2 billion and $6.8 billion as of November 30, 2025 and 2024. During 2025 and 2024, we recognized revenues of $6.1 billion and $5.5 billion related to our customer deposits as of November 30, 2024 and 2023. Our customer deposits balance changes due to the seasonal nature of cash collections, which typically results from higher ticket prices and occupancy levels during the third quarter, the recognition of revenue, refunds of customer deposits and foreign currency changes.
Contract Costs
We recognize incremental travel agent commissions and credit and debit card fees incurred as a result of obtaining the ticket contract as assets when paid prior to the start of a voyage. We record these amounts within prepaid expenses and other and subsequently recognize these amounts as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation. We had incremental costs of obtaining contracts with customers recognized as assets of $363 million and $336 million as of November 30, 2025 and 2024.
Insurance
We use a combination of insurance and self-insurance to cover a number of risks including illness and injury to crew, guest injuries, pollution, other third-party claims in connection with our cruise activities, damage to hull and machinery for each of our ships, war risks, workers' compensation, directors' and officers' liability, property damage and general liability for shoreside third-party claims. We recognize insurance recoverables from third-party insurers up to the amount of recorded losses at the time the recovery is probable and upon settlement for amounts in excess of the recorded losses. All of our insurance policies are subject to coverage limits, exclusions and deductible levels. The liabilities associated with crew illnesses and crew and guest injury claims, including all legal costs, are estimated based on the specific merits of the individual claims or actuarially estimated based on historical claims experience, loss development factors and other assumptions.
Selling and Administrative Expenses
Selling expenses include a broad range of advertising, marketing and promotional expenses. Advertising is charged to expense as incurred, except for media production costs, which are expensed upon the first airing of the advertisement. Selling expenses totaled $972 million in 2025, $925 million in 2024 and $851 million in 2023. Administrative expenses represent the costs of our shoreside support, reservations and other administrative functions, and include salaries and related benefits, professional fees and building occupancy costs, which are typically expensed as incurred.
Share-Based Compensation
We recognize compensation expense for share-based compensation awards using the fair value method. For time-based share awards, we recognize compensation cost ratably using the straight-line attribution method over the expected vesting period or to the retirement eligibility date, if earlier than the vesting period. For performance-based share awards, we recognize compensation cost ratably using the straight-line attribution method over the expected vesting period based on our estimate of performance conditions. If all or a portion of the performance condition is not expected to be met, the appropriate amount of previously recognized compensation expense is reversed and future compensation expense is adjusted accordingly. In addition, performance-based share awards for which the accounting grant date is not established at the time of the award are remeasured at the end of each reporting period. For market-based share awards, we recognize compensation cost ratably using the straight-line attribution method over the expected vesting period. Compensation expense will be recognized, even if the target market-based conditions are not expected to be met. We account for forfeitures as they occur.
Earnings Per Share
Basic earnings per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares and common stock equivalents outstanding during each period including the dilutive effect of convertible notes using the if-converted method. For earnings per share purposes, Carnival Corporation common stock and Carnival plc ordinary shares are considered a single class of shares since they have equivalent rights.
Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued guidance, Segment Reporting - Improvements to Reportable Segment Disclosures. This guidance requires annual and interim disclosure of significant segment expenses that are provided to the chief operating decision maker ("CODM") as well as interim disclosures for all reportable segments' measure of profit or loss and assets. This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. We adopted this guidance retrospectively as of November 30, 2025. Refer to Note 12 - "Segment Information".
In December 2023, the FASB issued guidance, Income Taxes - Improvements to Income Tax Disclosures. This guidance requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction, as well as other amendments relating to income tax disclosures. This guidance is required to be adopted by us in 2026. We are currently evaluating the impact this guidance may have on our consolidated financial statements.
In November 2024, the FASB issued guidance, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures - Disaggregation of Income Statement Expenses. This guidance requires annual and interim disclosure of disaggregated information for certain costs and expenses. This guidance is required to be adopted by us in 2028. We are currently evaluating the impact this guidance may have on our consolidated financial statements.
In July 2025, the FASB issued guidance, Financial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets. This guidance provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets accounted for under Revenue from Contracts with Customers. This guidance is required to be adopted by us in 2027. We are currently evaluating the impact this guidance may have on our consolidated financial statements.
In September 2025, the FASB issued guidance, Intangibles - Goodwill and Other - Internal-Use Software - Targeted Improvements to the Accounting for Internal-Use Software. This guidance removes references to software development stages. Entities will be required to start capitalizing software costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable the project will be completed and the software will be used as intended. This guidance is required to be adopted by us in 2029. We are currently evaluating the impact this guidance may have on our consolidated financial statements.
NOTE 3 - Property and Equipment
|
|
November 30, |
||
|
(in millions) |
2025 |
|
2024 |
|
Ships and ship improvements |
$61,683 |
|
$58,649 |
|
Ships under construction |
464 |
|
535 |
|
Other property and equipment |
5,315 |
|
4,705 |
|
Total property and equipment |
67,462 |
|
63,889 |
|
Less accumulated depreciation |
(23,968) |
|
(22,094) |
|
|
$43,494 |
|
$41,795 |
Capitalized interest amounted to $75 million in 2025, $61 million in 2024 and $64 million in 2023.
Sales of Ships
During 2025, we completed the sales of one North America segment ship and one Europe segment ship, which represents a passenger-capacity reduction of 460 berths for our North America segment and 2,700 berths for our Europe segment. We will continue to operate the North America segment ship through May 2026 and the Europe segment ship through September 2026 under bareboat charter agreements.
NOTE 4 - Equity Method Investments
At November 30, 2025 and 2024, we had a 33% and 49% noncontrolling interest in Grand Bahama Shipyard Ltd. ("Grand Bahama"), a ship repair and maintenance facility. As of November 30, 2025, our investment in Grand Bahama was $27 million, consisting of $16 million in equity and a loan of $10 million. As of November 30, 2024, our investment in Grand Bahama was $45 million, consisting of $28 million in equity and a loan of $18 million. Grand Bahama provided an immaterial amount of services to us in 2025, 2024 and 2023.
At November 30, 2025 and 2024, we had a 33% and 50% noncontrolling interest in Floating Docks S. de RL. ("Floating Docks"), our joint venture with the other shareholders of Grand Bahama, which will construct two floating drydocks. The first was delivered in June 2025 and the second is expected to be delivered in early 2026. As of November 30, 2025 and 2024 our investment in Floating Docks was $130 million and $81 million. We have provided payment guarantees on behalf of Floating Docks. As of November 30, 2025 and 2024, the amounts outstanding under these guarantees were immaterial.
In June 2025, we sold one-third of our interest in Grand Bahama and Floating Docks. The sale did not have a material impact to our consolidated financial statements and the proceeds are included in other within investing activities in our Consolidated Statements of Cash Flows.
We have a 45% noncontrolling interest in the White Pass & Yukon Route ("White Pass") that includes port, railroad and retail operations in Skagway, Alaska. White Pass provided an immaterial amount of services to us in 2025, 2024 and 2023. As of November 30, 2025, our investment in White Pass was $64 million, consisting of $32 million in equity and a loan of $32 million. As of November 30, 2024, our investment in White Pass was $58 million, consisting of $26 million in equity and a loan of $32 million.
Our proportionate interest in the results of our equity method investments are not material.
NOTE 5 - Debt
|
|
|
|
November 30, |
||||
|
(in millions) |
Maturity |
|
Rate (a) |
|
2025 |
|
2024 |
|
Secured Subsidiary Guaranteed |
|
|
|
|
|
|
|
|
Notes |
|
|
|
|
|
|
|
|
Notes |
Jun 2027 |
|
7.88% |
|
$192 |
|
$192 |
|
Notes |
Aug 2028 |
|
4.00% |
|
2,406 |
|
2,406 |
|
Notes |
Aug 2029 |
|
7.00% |
|
500 |
|
500 |
|
Loans |
|
|
|
|
|
|
|
|
Floating rate (b) |
Aug 2027 - Oct 2028 |
|
SOFR + 2.00% (c) |
|
- |
|
2,449 |
|
Total Secured Subsidiary Guaranteed |
|
|
|
3,098 |
|
5,547 |
|
|
Senior Priority Subsidiary Guaranteed |
|
|
|
|
|
|
|
|
Notes (b) |
May 2028 |
|
10.38% |
|
- |
|
2,030 |
|
Unsecured Subsidiary Guaranteed |
|
|
|
|
|
|
|
|
Notes |
|
|
|
|
|
|
|
|
Notes (b) |
Mar 2026 |
|
7.63% |
|
- |
|
1,351 |
|
Notes (b) |
Mar 2027 |
|
5.75% |
|
- |
|
2,722 |
|
Convertible Notes |
Dec 2025 (d) |
|
5.75% |
|
1,131 |
|
1,131 |
|
Notes (b) |
May 2029 |
|
6.00% |
|
- |
|
2,000 |
|
Notes |
May 2029 |
|
5.13% |
|
1,250 |
|
- |
|
EUR Notes |
Jan 2030 |
|
5.75% |
|
580 |
|
528 |
|
Notes |
Mar 2030 |
|
5.75% |
|
1,000 |
|
- |
|
Notes (b) |
Jun 2030 |
|
10.50% |
|
- |
|
1,000 |
|
Notes |
Jun 2031 |
|
5.88% |
|
1,000 |
|
- |
|
EUR Notes |
Jul 2031 |
|
4.13% |
|
1,160 |
|
- |
|
Notes |
Aug 2032 |
|
5.75% |
|
3,000 |
|
- |
|
Notes |
Feb 2033 |
|
6.13% |
|
2,000 |
|
- |
|
Loans |
|
|
|
|
|
|
|
|
EUR floating rate (e) |
Apr 2025 |
|
EURIBOR + 3.25% |
|
- |
|
211 |
|
Floating rate |
Aug 2027 - Nov 2027 |
|
SOFR + 1.13 - 1.38% |
|
900 |
|
- |
|
Export Credit Facilities |
|
|
|
|
|
|
|
|
Floating rate |
Dec 2031 |
|
SOFR + 1.20% (f) |
|
446 |
|
514 |
|
Fixed rate |
Aug 2027 - Dec 2032 |
|
2.42 - 3.38% |
|
1,983 |
|
2,370 |
|
EUR floating rate |
Oct 2026 - Nov 2034 |
|
EURIBOR + 0.55 - 0.80% |
|
2,461 |
|
2,590 |
|
EUR fixed rate |
Feb 2031 - Sep 2037 |
|
1.05 - 4.00% |
|
6,132 |
|
5,386 |
|
Total Unsecured Subsidiary Guaranteed |
|
|
|
23,042 |
|
19,803 |
|
|
Unsecured (No Subsidiary Guarantee) |
|
|
|
|
|
|
|
|
Notes |
|
|
|
|
|
|
|
|
Notes |
Jan 2028 |
|
6.65% |
|
200 |
|
200 |
|
EUR Notes |
Oct 2029 |
|
1.00% |
|
696 |
|
633 |
|
Loans |
|
|
|
|
|
|
|
|
EUR floating rate (e) |
Apr 2029 |
|
EURIBOR + 1.95% |
|
348 |
|
- |
|
Total Unsecured (No Subsidiary Guarantee) |
|
|
|
1,244 |
|
833 |
|
|
Total Debt |
|
|
|
|
27,383 |
|
28,213 |
|
Less: unamortized debt issuance costs and discounts |
|
|
|
|
(744) |
|
(738) |
|
Total Debt, net of unamortized debt issuance costs and discounts |
|
|
|
|
26,640 |
|
27,475 |
|
Less: current portion of long-term debt |
|
|
|
|
(2,603) |
|
(1,538) |
|
Long-Term Debt |
|
|
|
|
$24,037 |
|
$25,936 |
(a) The reference rates, together with any applicable credit adjustment spread, for all of our floating rate debt have a 0.00% floor.
(b) See "Debt Prepayments" below.
(c) As part of the repricing of our senior secured term loans, we amended the loans' margin from 2.75% to 2.00%. See "Repricing of Senior Secured Term Loans" below.
(d) See "Convertible Notes" below.
(e) During 2025, the euro floating rate loan agreement was amended to increase the principal amount by $112 million, extend its maturity from April 2025 to April 2029, amend the loan's margin from 3.25% to 1.95% and remove the subsidiary guarantee.
(f) Includes applicable credit adjustment spread.
As of November 30, 2025, all of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the $1.8 billion of export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt.
As of November 30, 2025, the scheduled maturities of our debt are as follows:
|
(in millions) |
|
|
|
Year |
|
Principal Payments |
|
2026 (a) |
|
$2,615 |
|
2027 |
|
2,518 |
|
2028 |
|
3,962 |
|
2029 |
|
4,133 |
|
2030 |
|
2,886 |
|
Thereafter |
|
11,268 |
|
Total |
|
$27,383 |
(a) Includes $1.1 billion of our 5.75% convertible senior notes due 2027 ("2027 Convertible Notes") which were settled in December 2025. See "Convertible Notes" below.
Revolving Facility
During 2025, Carnival Corporation and Carnival plc entered into a $4.5 billion unsecured multi-currency revolving credit facility ("Revolving Facility"). The Revolving Facility replaced the $1.9 billion, €0.9 billion and £0.1 billion multi-currency revolving credit facility of Carnival Holdings (Bermuda) II Limited, a subsidiary of Carnival Corporation. The Revolving Facility contains an accordion feature, allowing up to $1.0 billion of additional revolving commitments. We may borrow or utilize available amounts under the Revolving Facility through its maturity in June 2030, subject to the satisfaction of the conditions in the facility.
Borrowings under the Revolving Facility bear interest at a rate of term SOFR, EURIBOR, or daily compounding SONIA, as applicable, plus a margin based on the credit ratings of Carnival Corporation. In addition, we are required to pay certain fees on the aggregate commitments under the Revolving Facility.
As of November 30, 2025, we had $4.5 billion available for borrowing under the Revolving Facility.
Notes and Term Loans
Repricing of Senior Secured Term Loans
During 2025, we entered into amendments to reprice the outstanding principal amounts of our first-priority senior secured term loan facility maturing in 2027 and our first-priority senior secured term loan facility maturing in 2028 ("Repriced Loans"), which were included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above. During 2025, the Repriced Loans were prepaid.
Issuances and Borrowings
During 2025, we issued the following senior unsecured notes:
• $1.3 billion of 5.13% senior unsecured notes due 2029
• $1.0 billion of 5.75% senior unsecured notes due 2030
• $1.0 billion of 5.88% senior unsecured notes due 2031
• $1.2 billion of 4.13% senior unsecured euro notes due 2031
• $3.0 billion of 5.75% senior unsecured notes due 2032
• $2.0 billion of 6.13% senior unsecured notes due 2033
Additionally, we borrowed the following under unsecured term loan facilities maturing in 2027:
• $0.4 billion bearing interest at a rate per annum equal to SOFR plus 1.13%
• $0.3 billion bearing interest at a rate per annum equal to SOFR plus 1.25%
• $0.3 billion bearing interest at a rate per annum equal to SOFR plus 1.38%
Prepayments
During 2025, we used proceeds from debt issuances and borrowings, together with cash on hand, to prepay the following debt instruments:
• 7.63% senior unsecured notes due 2026
• 5.75% senior unsecured notes due 2027
• First-priority senior secured term loan facilities maturing in 2027 and 2028
• 10.38% senior priority notes due 2028
• 6.00% senior unsecured notes due 2029
• 10.50% senior unsecured notes due 2030
The aggregate amount of these prepayments was $11.6 billion.
Debt Extinguishment and Modification Costs
During 2025, we recognized a total of $409 million of debt extinguishment and modification costs, including $271 million of premium paid on redemption, within our Consolidated Statements of Income (Loss) as a result of the above transactions.
Export Credit Facility Borrowings
During 2025, we borrowed $0.8 billion under export credit facilities due in semi-annual installments through 2037. As of November 30, 2025, we had $7.8 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. As of November 30, 2025, the net book value of our ships subject to negative pledges was $19.3 billion.
Convertible Notes
In September 2025, we issued a notice of redemption of the outstanding principal amount of the 2027 Convertible Notes at a redemption price equal to 100% of the principal amount, plus accrued interest, up until the redemption date of December 5, 2025. As a result of the redemption notice, the 2027 Convertible Notes became convertible at the option of the holder through December 3, 2025. We elected to settle any conversions through a combination settlement. Substantially all holders of the $1.1 billion principal amount of the 2027 Convertible Notes elected to convert their notes, resulting in the issuance of 69.1 million shares of Carnival Corporation common stock and a cash payment of $500 million.
The net carrying value of our convertible notes was as follows:
|
|
|
November 30, |
||
|
(in millions) |
|
2025 |
|
2024 |
|
Principal |
|
$1,131 |
|
$1,131 |
|
Less: Unamortized debt discount and debt issue costs |
|
(13) |
|
(19) |
|
|
|
$1,118 |
|
$1,112 |
The interest expense recognized related to our convertible notes was as follows:
|
|
|
November 30, |
||||
|
(in millions) |
|
2025 |
|
2024 |
|
2023 |
|
Contractual interest expense |
|
$65 |
|
$86 |
|
$91 |
|
Amortization of debt discount and debt issue costs |
|
6 |
|
8 |
|
9 |
|
|
|
$71 |
|
$94 |
|
$100 |
As of November 30, 2025, the if-converted value above par was $1.0 billion on 84.5 million available shares for the 2027 Convertible Notes.
Collateral Pool
As of November 30, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $40.6 billion. Our secured debt is secured on a first-priority basis by certain collateral, which includes ships and certain assets related to those ships and material intellectual property (combined net book value of approximately $22.4 billion, including $20.8 billion related to ships and certain assets related to those ships as of November 30, 2025) and certain other assets.
Covenant Compliance
As of November 30, 2025, the most restrictive covenants for our Revolving Facility, unsecured loans and export credit facilities include the following:
• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) at a ratio of not less than 2.5 to 1.0 for the November 30, 2025 testing date, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards
• Maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $5.0 billion
• Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 65%
• Maintain minimum liquidity of $1.5 billion
• Limit the amounts of our secured assets as well as secured and other indebtedness
At November 30, 2025, we were in compliance with the applicable covenants under our debt agreements. Generally, if an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-acceleration clauses therein, substantially all of our outstanding debt could become due, and our debt could be terminated. Any financial covenant amendment may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable.
NOTE 6 - Contingencies
Litigation
We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business. We have insurance coverage for certain of these claims and actions, or any settlement of these claims and actions, and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels.
We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated.
Legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations, financial position or liquidity.
As previously disclosed, on May 2, 2019, the Havana Docks Corporation filed a lawsuit against Carnival Corporation in the U.S. District Court for the Southern District of Florida under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act, alleging that Carnival Corporation "trafficked" in confiscated Cuban property when certain ships docked at certain ports in Cuba, and that this alleged "trafficking" entitles the plaintiffs to treble damages. On March 21, 2022, the court granted summary judgment in favor of Havana Docks Corporation as to liability. On December 30, 2022, the court entered judgment against Carnival Corporation in the amount of $110 million plus $4 million in fees and costs. We appealed. On October 22, 2024, the Court of Appeals for the 11th Circuit reversed the District Court's judgment against us. On March 6, 2025, Havana Docks filed a petition for certiorari with the Supreme Court of the United States and we responded. On October 3, 2025, the Supreme Court accepted review of the case. Briefing on the merits is underway. We believe the ultimate outcome of this matter will not have a material impact on our consolidated financial statements.
As of November 30, 2025, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed. These actions include claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships. On October 24, 2023, the court in the Australian matter held that we were liable for negligence and for breach of consumer protection warranties as it relates to the lead plaintiff. The court ruled that the lead plaintiff was not entitled to any pain and suffering or emotional distress damages on the negligence claim and awarded medical costs. In relation to the consumer protection warranties claim, the court found that distress and disappointment damages amounted to no more than the refund already provided to guests and therefore made no further award. Further proceedings will determine the applicability of this ruling to the remaining class participants. On March 31, 2025, the court in the Italian matter returned a ruling rejecting most of the plaintiffs' claims and awarding a half-price fare reduction for certain passengers. Plaintiffs have appealed the ruling. We continue to take actions to defend against the above claims. We believe the ultimate outcome of these matters will not have a material impact on our consolidated financial statements.
Regulatory or Governmental Inquiries and Investigations
We have been, and may continue to be, impacted by breaches in data security and lapses in data privacy, which occur from time to time. These can vary in scope and range from inadvertent events to malicious motivated attacks.
We have incurred legal and other costs in connection with cyber incidents that have impacted us. The penalties and settlements paid in connection with cyber incidents over the last three years were not material. While past incidents did not have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future attacks, incidents or litigation that could have such a material adverse effect.
On March 14, 2022, the U.S. Department of Justice and the U.S. Environmental Protection Agency notified us of potential civil penalties and injunctive relief for alleged Clean Water Act violations by owned and operated vessels covered by the 2013 Vessel General Permit. We are working with these agencies to reach a resolution of this matter. We believe the ultimate outcome will not have a material impact on our consolidated financial statements.
Other Contingent Obligations
Some of the debt contracts we enter into include indemnification provisions obligating us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes or changes in laws which increase the lender's costs. There are no stated or notional amounts included in the indemnification clauses, and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses.
We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations. Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a capped reserve fund in cash. Although the agreements vary, these requirements may generally be satisfied either through a withheld percentage of customer payments or providing cash funds directly to the credit card processor. As of November 30, 2025 and 2024, we were not required to maintain any reserve funds or compensating deposits.
NOTE 7 - Ship Commitments
As of November 30, 2025, our new ship growth capital commitments were $0.5 billion, $1.6 billion, $1.5 billion, $1.8 billion, $1.7 billion and $4.8 billion for the years ending November 30, 2026, 2027, 2028, 2029, 2030 and thereafter.
NOTE 8 - Taxation
A summary of our principal taxes and exemptions in the jurisdictions where our significant operations are located is as follows:
U.S. Income Tax
We are primarily foreign corporations engaged in the business of operating cruise ships in international transportation. We also own and operate, among other businesses, the U.S. hotel and transportation business of Holland America Princess Alaska Tours through U.S. corporations.
Our North American cruise ship businesses and certain ship-owning subsidiaries are engaged in a trade or business within the U.S. Depending on its itinerary, any particular ship may generate income from sources within the U.S. We believe that our U.S. source income and the income of our ship-owning subsidiaries, to the extent derived from, or incidental to, the international operation of a ship or ships, is exempt from U.S. federal income and branch profit taxes.
Our domestic U.S. operations, principally the hotel and transportation business of Holland America Princess Alaska Tours, are subject to federal and state income taxation in the U.S.
In general, under Section 883 of the Internal Revenue Code, certain non-U.S. corporations (such as our North American cruise ship businesses) are not subject to U.S. federal income tax or branch profits tax on U.S. source income derived from, or incidental to, the international operation of a ship or ships. Applicable U.S. Treasury regulations provide in general that a foreign corporation will qualify for the benefits of Section 883 if, in relevant part, (i) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the U.S. in respect of each category of shipping income for which an exemption is being claimed under Section 883 (an "equivalent exemption jurisdiction") and (ii) the foreign corporation meets a defined publicly-traded corporation stock ownership test (the "publicly-traded test"). Subsidiaries of foreign corporations that are organized in an equivalent exemption jurisdiction and meet the publicly-traded test also benefit from Section 883. We believe that Panama is an equivalent exemption jurisdiction and that Carnival Corporation currently satisfies the publicly-traded test under the regulations. Accordingly, for fiscal 2025, substantially all of Carnival Corporation's income is exempt from U.S. federal income and branch profit taxes.
Regulations under Section 883 list certain activities that the Internal Revenue Service does not consider to be incidental to the international operation of ships and, therefore, the income attributable to such activities, to the extent such income is U.S. sourced, does not qualify for the Section 883 exemption. Among the activities identified as not incidental are income from the sale of air transportation, transfers, shore excursions and pre- and post-cruise land packages to the extent earned from sources within the U.S.
We believe that the U.S. sourced transportation income earned by Carnival plc and its subsidiaries qualifies for exemption from U.S. federal income tax under applicable bilateral U.S. income tax treaties.
Carnival Corporation, Carnival plc and certain subsidiaries are subject to various U.S. state income taxes generally imposed on each state's portion of the U.S. source income subject to U.S. federal income taxes. However, the state of Alaska imposes an income tax on its allocated portion of the total income of our companies doing business in Alaska and certain of their subsidiaries.
UK Income Tax
Cunard and P&O Cruises are divisions of Carnival plc and have elected to enter the UK tonnage tax regime under a rolling eight-year term and, accordingly, reapply every year. Companies to which the tonnage tax regime applies pay corporation taxes on profits calculated by reference to the net tonnage of qualifying ships. UK corporation tax is not chargeable under the normal UK tax rules on these brands' relevant shipping income. Relevant shipping income includes income from the operation of qualifying ships and from shipping related activities.
For a company to be eligible for the regime, it must be subject to UK corporation tax and, among other matters, operate qualifying ships that are strategically and commercially managed in the UK. Companies within the UK tonnage tax regime are also subject to a seafarer training requirement.
Our UK non-shipping activities that do not qualify under the UK tonnage tax regime remain subject to normal UK corporation tax.
Italian and German Income Tax
In December 2024, the European Commission formally approved the Italian tonnage tax rules for 10 years. In 2025, AIDA and Costa elected to remain in the Italian tonnage tax regime through 2034. Companies to which the tonnage tax regime applies pay corporation taxes on shipping profits calculated by reference to the net tonnage of qualifying ships.
Our non-shipping activities that do not qualify under the Italian tonnage tax regime remain subject to normal Italian corporation tax.
Substantially all of AIDA's earnings are exempt from German income taxes by virtue of the Germany/Italy income tax treaty.
Global Minimum Tax
The Organization for Economic Co-operation and Development ("OECD") issued Model Rules for implementation of a 15% minimum tax for multinational enterprises as part of its initiative intended to address the tax challenges arising from globalization. Subject to certain requirements, the OECD Model Rules provide an exclusion for international shipping income.
Carnival plc and its subsidiaries became subject to these rules beginning in fiscal 2025 and Carnival Corporation and its subsidiaries will be subject to the rules beginning in fiscal 2026. Carnival plc and its subsidiaries are eligible for the international shipping income exclusion based on their current structure. Effective December 1, 2025, Carnival Corporation and certain of its subsidiaries aligned into a single tax jurisdiction with Carnival plc. As a result, we do not believe the application of these rules will have a material impact on our consolidated financial statements. We will continue to monitor the development of the OECD's rules and evaluate the impact on our business.
Other
In addition to or in place of income taxes, virtually all jurisdictions where our ships call impose taxes, fees and other charges based on guest counts, ship tonnage, passenger capacity or some other measure.
NOTE 9 - Shareholders' Equity
Carnival Corporation's Articles of Incorporation authorize its Boards of Directors, at its discretion, to issue up to 40.0 million shares of preferred stock. At November 30, 2025 and 2024, no Carnival Corporation preferred stock or Carnival plc preference shares had been issued.
Accumulated Other Comprehensive Income (Loss)
|
|
November 30, |
||||
|
(in millions) |
2025 |
|
2024 |
|
2023 |
|
Cumulative foreign currency translation adjustments, net |
$(1,818) |
|
$(1,955) |
|
$(1,952) |
|
Unrecognized pension expenses |
(44) |
|
(45) |
|
(34) |
|
Net gains on cash flow derivative hedges and other |
52 |
|
26 |
|
48 |
|
|
$(1,810) |
|
$(1,975) |
|
$(1,939) |
During 2025, 2024 and 2023, we had an immaterial amount of unrecognized pension expenses that were reclassified out of accumulated other comprehensive loss and were included within payroll and related expenses and selling and administrative expenses.
Dividends
In December 2025, the Boards of Directors approved the reinstatement of the company's quarterly dividend and declared an initial $0.15 per share dividend with a record date of February 13, 2026 and a payment date of February 27, 2026.
NOTE 10 - Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks
Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories:
• Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment
• Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities
• Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities
Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
|
|
November 30, 2025 |
|
November 30, 2024 |
||||||||||||
|
|
Carrying Value |
|
Fair Value |
|
Carrying Value |
|
Fair Value |
||||||||
|
(in millions) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|||
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate debt (a) |
$23,229 |
|
$- |
|
$24,167 |
|
$- |
|
$22,449 |
|
$- |
|
$23,241 |
|
$- |
|
Floating rate debt (a) |
4,154 |
|
- |
|
4,142 |
|
- |
|
5,764 |
|
- |
|
5,685 |
|
- |
|
Total |
$27,383 |
|
$- |
|
$28,308 |
|
$- |
|
$28,213 |
|
$- |
|
$28,927 |
|
$- |
(a) The debt amounts above do not include the impact of interest rate swaps or debt issuance costs and discounts. The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2. The fair values of our other debt were estimated based on current market interest rates being applied to this debt.
Financial Instruments that are Measured at Fair Value on a Recurring Basis
Cash equivalents consisting of money market funds and cash investments with original maturities of less than 90 days were $1.4 billion and $0.4 billion as of November 30, 2025 and November 30, 2024. These cash equivalents are considered Level 1 instruments.
Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis
Valuation of Goodwill and Trademarks
As of July 31, 2025, we performed our annual impairment reviews and determined there was no impairment for goodwill or trademarks.
As of November 30, 2025 and November 30, 2024, goodwill for our North America segment was $579 million.
|
|
Trademarks |
||||
|
(in millions) |
North America Segment |
|
Europe Segment |
|
Total |
|
At November 30, 2023 |
$927 |
|
$237 |
|
$1,164 |
|
Exchange movements |
- |
|
(4) |
|
(4) |
|
At November 30, 2024 |
927 |
|
234 |
|
1,161 |
|
Exchange movements |
- |
|
15 |
|
15 |
|
At November 30, 2025 |
$927 |
|
$249 |
|
$1,176 |
Impairment of Ships
We review our ships for impairment whenever events or circumstances indicate that the carrying value of a ship may not be recoverable. No ship impairments were recognized in 2025, 2024 and 2023.
Derivative Instruments and Hedging Activities
As of November 30, 2025, we had no remaining interest rate swaps. We previously had interest rate swaps whereby we received floating interest rate payments in exchange for making fixed interest rate payments. These derivatives were considered Level 2 instruments. The SOFR-based interest rate swap agreements effectively changed $1.0 billion of SOFR-based floating rate debt to fixed rate debt, were designated as cash flow hedges and were terminated in July 2025. The fair value of these derivatives, as of November 30, 2024 and the associated gains and losses recognized in other comprehensive income (loss) and in net income (loss) in 2025, 2024 and 2023 were not material.
Financial Risks
Fuel Price Risks
We manage our exposure to fuel price risk by managing our consumption of fuel. Substantially all of our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships. We manage fuel consumption through fleet optimization, energy efficiency, itinerary efficiency, new technologies and alternative fuels.
Foreign Currency Exchange Rate Risks
Overall Strategy
We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating and financing activities, including netting certain exposures to take advantage of any natural offsets and, when considered appropriate, through the use of derivative and non-derivative financial instruments. Our primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced by our operations and realized if we exchange one currency for another. We consider hedging certain of our ship commitments and net investments in foreign operations. The financial impacts of our hedging instruments generally offset the changes in the underlying exposures being hedged.
Operational Currency Risks
Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. Our operations also have revenue and expenses denominated in non-functional currencies. Movements in foreign currency exchange rates affect our consolidated financial statements.
Investment Currency Risks
We consider our investments in foreign operations to be denominated in stable currencies and of a long-term nature. We have euro-denominated debt which provides an economic offset for our operations with euro functional currency. In addition, we have in the past and may in the future utilize derivative financial instruments, such as cross currency swaps, to manage our exposure to investment currency risks.
Newbuild Currency Risks
Our shipbuilding contracts are typically denominated in euros. At November 30, 2025, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands. The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than our cruise brands' functional currency will be affected by foreign currency exchange rate fluctuations. These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships. We have in the past and may in the future utilize derivative financial instruments, such as foreign currency derivatives, to manage our exposure to newbuild currency risks. Our decisions to hedge non-functional currency ship commitments for our cruise brands are made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks.
Interest Rate Risks
We manage our exposure to fluctuations in interest rates through our debt portfolio management and investment strategies. We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps, refinancing of existing debt and the issuance of new debt.
Concentrations of Credit Risk
As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash and cash equivalents, investments, notes receivables, reserve funds related to customer deposits (when required), future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees, by:
• Conducting business with well-established financial institutions, insurance companies and export credit agencies
• Diversifying our counterparties
• Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard liquidity and minimize risk
• Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales and new ship progress payments to shipyards
We also monitor the creditworthiness of travel agencies, tour operators and credit and debit card providers to which we extend credit in the normal course of our business. Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in certain European countries where we are obligated to honor our guests' cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments.
Concentrations of credit risk associated with trade receivables and other receivables, charter-hire agreements and contingent obligations are not considered to be material, principally due to the large number of unrelated accounts, the nature of these contingent obligations and their short maturities. Normally, we have not required collateral or other security to support normal credit sales and have not experienced significant credit losses.
NOTE 11 - Leases
The components of expense were as follows:
|
|
|
November 30, |
||||
|
(in millions) |
|
2025 |
|
2024 |
|
2023 |
|
Operating lease expense |
|
$233 |
|
$215 |
|
$213 |
|
Variable lease expense (a) |
|
$209 |
|
$211 |
|
$116 |
(a) Variable lease expense represents costs associated with our multi-year preferential berthing agreements which vary based on the number of passengers. These costs are recorded within commissions, transportation and other in our Consolidated Statements of Income (Loss). Variable lease expense related to operating leases, other than the port facilities, were not material to our consolidated financial statements.
During 2025, 2024 and 2023, the cash outflow for leases was materially consistent with the lease expense recognized and short-term lease costs were not material for the periods presented.
Right-of-use assets obtained in exchange for new and amended operating lease liabilities was $103 million in 2025, $247 million in 2024 and $108 million in 2023.
Weighted average of the remaining lease terms and weighted average discount rates are as follows:
|
|
|
November 30, 2025 |
|
November 30, 2024 |
|
Weighted average remaining lease term - operating leases (in years) |
|
11 |
|
12 |
|
Weighted average discount rate - operating leases |
|
5.4% |
|
5.9% |
As of November 30, 2025, maturities of operating lease liabilities were as follows:
|
(in millions) Year |
|
|
|
2026 |
|
$233 |
|
2027 |
|
227 |
|
2028 |
|
212 |
|
2029 |
|
167 |
|
2030 |
|
133 |
|
Thereafter |
|
843 |
|
Total lease payments |
|
1,816 |
|
Less: Present value discount |
|
(463) |
|
Present value of lease liabilities |
|
$1,353 |
For time charter arrangements where we are the lessor and for transactions with cruise guests related to the use of cabins, we do not separate lease and non-lease components since (1) the lease on a standalone basis would be classified as an operating lease and (2) the timing and pattern of transfer for the lease component and associated non-lease component are the same. As the non-lease components are the predominant components in the agreements, we account for these transactions under the Revenue Recognition guidance.
NOTE 12 - Segment Information
The chief operating decision maker, who is the Chief Executive Officer of Carnival Corporation and Carnival plc, assesses performance and makes decisions to allocate resources based upon review of the results across all of our segments. The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other qualitative characteristics, including geographic guest sourcing. Our four reportable segments are comprised of (1) North America cruise operations ("North America"), (2) Europe cruise operations ("Europe"), (3) Cruise Support and (4) Tour and Other.
Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of our cruise brands. Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations.
Our CODM uses adjusted operating income (loss) in assessing segment performance and determining how to allocate resources. This metric is used to review segment operating trends and monitor variances against the plan and prior year results. Resource allocation primarily occurs during the annual capital appropriation process.
The below tables include our calculation of adjusted operating income (loss), our significant segment expenses, and a reconcilation of adjusted operating income (loss) to net income (loss) before income taxes:
|
|
As of and for the year ended November 30, 2025 |
|||||
|
(in millions) |
North America |
Europe |
Cruise Support |
|
Tour and Other |
Total |
|
Total Revenues |
$17,604 |
$8,467 |
$309 |
|
$241 |
$26,622 |
|
Cruise and tour operating expenses: |
|
|
|
|
|
|
|
Commissions, transportation and other |
2,104 |
1,326 |
(99) |
(e) |
- |
|
|
Onboard and other |
2,215 |
549 |
52 |
|
- |
|
|
Payroll and related |
1,438 |
1,001 |
149 |
|
- |
|
|
Fuel |
1,207 |
600 |
2 |
|
- |
|
|
Food |
1,065 |
432 |
2 |
|
- |
|
|
Adjusted other operating (a)(b) |
2,561 |
1,171 |
105 |
|
177 |
|
|
Total adjusted cruise and tour operating expenses |
10,591 |
5,078 |
211 |
|
177 |
16,057 |
|
Adjusted selling and administrative expense (c)(d) |
1,962 |
1,034 |
365 |
|
17 |
3,378 |
|
Depreciation and amortization expense |
1,818 |
746 |
200 |
|
26 |
2,790 |
|
Adjusted Operating Income (Loss) |
3,233 |
1,610 |
(468) |
|
22 |
4,396 |
|
Gains on ship sales and impairments |
|
|
|
|
|
110 |
|
Restructuring expenses |
|
|
|
|
|
(13) |
|
Other |
|
|
|
|
|
(10) |
|
Interest income |
|
|
|
|
|
51 |
|
Interest expense, net of capitalized interest |
|
|
|
|
|
(1,349) |
|
Debt extinguishment and modification costs |
|
|
|
|
|
(409) |
|
Other income (expense), net |
|
|
|
|
|
(4) |
|
Income (Loss) Before Income Taxes |
|
|
|
|
|
$2,772 |
|
|
|
|
|
|
|
|
|
Capital Expenditures |
$2,367 |
$557 |
$647 |
|
$41 |
$3,611 |
|
Total Assets |
$31,400 |
$16,030 |
$3,836 |
|
$421 |
$51,687 |
(a) Represents other operating expenses, which include port costs that do not vary with guest head counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; freight and logistics; insurance premiums; tour and other expenses for our hotel and transportation operations and all other ship operating expenses.
(b) Excludes gains on ship sales and impairments.
(c) Excludes restructuring expenses.
(d) Excludes certain other gains and losses that are not part of our core operating business.
(e) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation.
|
|
As of and for the year ended November 30, 2024 |
|||||
|
(in millions) |
North America |
Europe |
Cruise Support |
|
Tour and Other |
Total |
|
Total Revenues |
$16,802 |
$7,710 |
$255 |
|
$255 |
$25,021 |
|
Cruise and tour operating expenses: |
|
|
|
|
|
|
|
Commissions, transportation and other |
2,072 |
1,245 |
(86) |
(d) |
- |
|
|
Onboard and other |
2,151 |
479 |
48 |
|
- |
|
|
Payroll and related |
1,419 |
924 |
121 |
|
- |
|
|
Fuel |
1,371 |
634 |
2 |
|
- |
|
|
Food |
1,051 |
406 |
1 |
|
- |
|
|
Adjusted other operating (a)(b) |
2,531 |
1,047 |
69 |
|
193 |
|
|
Total adjusted cruise and tour operating expenses |
10,594 |
4,734 |
156 |
|
193 |
15,677 |
|
Adjusted selling and administrative expense (c) |
1,938 |
953 |
320 |
|
19 |
3,231 |
|
Depreciation and amortization expense |
1,664 |
676 |
193 |
|
24 |
2,557 |
|
Adjusted Operating Income (Loss) |
2,605 |
1,347 |
(414) |
|
18 |
3,556 |
|
Gains on ship sales and impairments |
|
|
|
|
|
39 |
|
Restructuring expenses |
|
|
|
|
|
(21) |
|
Interest income |
|
|
|
|
|
93 |
|
Interest expense, net of capitalized interest |
|
|
|
|
|
(1,755) |
|
Debt extinguishment and modification costs |
|
|
|
|
|
(79) |
|
Other income (expense), net |
|
|
|
|
|
83 |
|
Income (Loss) Before Income Taxes |
|
|
|
|
|
$1,915 |
|
|
|
|
|
|
|
|
|
Capital Expenditures |
$3,943 |
$270 |
$382 |
|
$32 |
$4,626 |
|
Total Assets |
$30,892 |
$15,042 |
$2,732 |
|
$390 |
$49,057 |
(a) Represents other operating expenses, which include port costs that do not vary with guest head counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; freight and logistics; insurance premiums; tour and other expenses for our hotel and transportation operations and all other ship operating expenses.
(b) Excludes gains on ship sales and impairments.
(c) Excludes restructuring expenses.
(d) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation.
|
|
As of and for the year ended November 30, 2023 |
|||||
|
(in millions) |
North America |
Europe |
Cruise Support |
|
Tour and Other |
Total |
|
Total Revenues |
$14,588 |
$6,535 |
$206 |
|
$265 |
$21,593 |
|
Cruise and tour operating expenses: |
|
|
|
|
|
|
|
Commissions, transportation and other |
1,773 |
1,059 |
(71) |
(d) |
- |
|
|
Onboard and other |
1,919 |
411 |
45 |
|
- |
|
|
Payroll and related |
1,350 |
923 |
99 |
|
- |
|
|
Fuel |
1,397 |
648 |
2 |
|
- |
|
|
Food |
955 |
380 |
- |
|
- |
|
|
Adjusted other operating (a)(b) |
2,233 |
1,024 |
52 |
|
205 |
|
|
Total adjusted cruise and tour operating expenses |
9,628 |
4,445 |
127 |
|
205 |
14,405 |
|
Adjusted selling and administrative expense (c) |
1,753 |
865 |
286 |
|
27 |
2,931 |
|
Depreciation and amortization expense |
1,495 |
668 |
184 |
|
23 |
2,370 |
|
Adjusted Operating Income (Loss) |
1,712 |
556 |
(392) |
|
11 |
1,887 |
|
Gains on ship sales and impairments |
|
|
|
|
|
88 |
|
Restructuring expenses |
|
|
|
|
|
(19) |
|
Interest income |
|
|
|
|
|
233 |
|
Interest expense, net of capitalized interest |
|
|
|
|
|
(2,066) |
|
Debt extinguishment and modification costs |
|
|
|
|
|
(111) |
|
Other income (expense), net |
|
|
|
|
|
(75) |
|
Income (Loss) Before Income Taxes |
|
|
|
|
|
$(62) |
|
|
|
|
|
|
|
|
|
Capital Expenditures |
$1,932 |
$1,161 |
$179 |
|
$12 |
$3,284 |
|
Total Assets |
$28,547 |
$16,524 |
$3,667 |
|
$382 |
$49,120 |
(a) Represents other operating expenses, which include port costs that do not vary with guest head counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; freight and logistics; insurance premiums; tour and other expenses for our hotel and transportation operations and all other ship operating expenses.
(b) Excludes gains on ship sales and impairments.
(c) Excludes restructuring expenses.
(d) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation.
Revenue by country, which are based on where our guests are sourced, were as follows:
|
|
Years Ended November 30, |
||||
|
(in millions) |
2025 |
|
2024 |
|
2023 |
|
United States |
$14,847 |
|
$14,061 |
|
$12,253 |
|
Germany |
3,348 |
|
3,063 |
|
2,651 |
|
United Kingdom |
3,054 |
|
2,740 |
|
2,284 |
|
Other (a) |
5,374 |
|
5,157 |
|
4,406 |
|
|
$26,622 |
|
$25,021 |
|
$21,593 |
(a) No other individual country's revenue exceeded 10% for the years ended November 30, 2025, 2024 and 2023.
Substantially all of our long-lived assets consist of our ships and move between geographic areas.
NOTE 13 - Compensation Plans and Post-Employment Benefits
Equity Plans
We issue our share-based compensation awards, which at November 30, 2025 included time-based share awards (restricted stock awards and restricted stock units) and performance-based share awards (restricted stock units) (collectively "equity awards"), under the Carnival Corporation and Carnival plc stock plans. Equity awards are principally granted to management level employees and members of our Boards of Directors. The plans are administered by the Compensation Committees which are made up of independent directors who determine which employees are eligible to participate, the monetary value or number of shares for which equity awards are to be granted and the amounts that may be exercised or sold within a specified term. We had an aggregate of 22.7 million shares available for future grant at November 30, 2025. We fulfill our equity award obligations using shares purchased in the open market or with unissued or treasury shares. Our equity awards generally vest over a three-year period, subject to earlier vesting under certain conditions.
|
|
Shares |
|
Weighted-Average Grant Date Fair Value |
|
Outstanding at November 30, 2024 |
11,922,246 |
|
$12.48 |
|
Granted |
6,025,742 |
|
$17.76 |
|
Vested |
(4,295,161) |
|
$13.89 |
|
Forfeited |
(1,088,724) |
|
$14.38 |
|
Outstanding at November 30, 2025 |
12,564,103 |
|
$14.37 |
As of November 30, 2025, there was $157 million of total unrecognized compensation cost related to equity awards, which is expected to be recognized over a weighted-average period of 1.6 years.
Single-employer Defined Benefit Pension Plans
We maintain several single-employer defined benefit pension plans, which cover certain shipboard and shoreside employees. The U.S. and UK shoreside employee plans are closed to new membership and are funded at or above the level required by U.S. or UK regulations. The remaining defined benefit plans are primarily unfunded. These plans provide pension benefits primarily based on employee compensation and years of service.
|
|
|
UK Plan (a) |
|
All Other Plans |
||||
|
(in millions) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Change in projected benefit obligation: |
|
|
|
|
|
|
|
|
|
Projected benefit obligation as of December 1 |
|
$159 |
|
$181 |
|
$250 |
|
$226 |
|
Past service cost |
|
1 |
|
1 |
|
20 |
|
18 |
|
Interest cost |
|
8 |
|
8 |
|
12 |
|
12 |
|
Benefits paid |
|
(6) |
|
(7) |
|
(19) |
|
(17) |
|
Actuarial (gain) loss on plans' liabilities |
|
(9) |
|
(3) |
|
(4) |
|
12 |
|
Plan amendments |
|
- |
|
- |
|
1 |
|
- |
|
Plan curtailments, settlements and other |
|
- |
|
- |
|
(1) |
|
(1) |
|
Administrative expenses |
|
(1) |
|
(1) |
|
- |
|
- |
|
Exchange movements and other |
|
7 |
|
(21) |
|
- |
|
- |
|
Projected benefit obligation as of November 30 |
|
158 |
|
159 |
|
259 |
|
250 |
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets: |
|
|
|
|
|
|
|
|
|
Fair value of plan assets as of December 1 |
|
168 |
|
196 |
|
8 |
|
9 |
|
Return (loss) on plans' assets |
|
(5) |
|
4 |
|
- |
|
1 |
|
Employer contributions |
|
- |
|
- |
|
19 |
|
17 |
|
Benefits paid |
|
(6) |
|
(7) |
|
(19) |
|
(17) |
|
Plan settlements |
|
- |
|
- |
|
(1) |
|
(1) |
|
Administrative expenses |
|
(1) |
|
(1) |
|
- |
|
- |
|
Exchange movements and other |
|
7 |
|
(25) |
|
- |
|
- |
|
Fair value of plan assets as of November 30 |
|
163 |
|
168 |
|
8 |
|
8 |
|
Funded status as of November 30 |
|
$5 |
|
$9 |
|
$(251) |
|
$(242) |
(a) The P&O Princess Cruises (UK) Pension Scheme ("UK Plan").
The amounts recognized in the Consolidated Balance Sheets for these plans were as follows:
|
|
|
UK Plan |
|
All Other Plans |
||||
|
|
|
November 30, |
|
November 30, |
||||
|
(in millions) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Other assets |
|
$5 |
|
$9 |
|
$- |
|
$- |
|
Accrued liabilities and other |
|
$- |
|
$- |
|
$30 |
|
$32 |
|
Other long-term liabilities |
|
$- |
|
$- |
|
$221 |
|
$210 |
The accumulated benefit obligation for all defined benefit pension plans was $252 million and $244 million at November 30, 2025 and 2024.
Amounts for pension plans with accumulated benefit obligations in excess of fair value of plan assets are as follows:
|
|
|
November 30, |
||
|
(in millions) |
|
2025 |
|
2024 |
|
Projected benefit obligation |
|
$259 |
|
$250 |
|
Accumulated benefit obligation |
|
$252 |
|
$244 |
|
Fair value of plan assets |
|
$8 |
|
$8 |
The net periodic pension cost recognized in the Consolidated Statements of Income (Loss) were as follows:
|
|
|
UK Plan |
|
All Other Plans |
||||||||
|
|
|
November 30, |
|
November 30, |
||||||||
|
(in millions) |
|
2025 |
|
2024 |
|
2023 |
|
2025 |
|
2024 |
|
2023 |
|
Service cost |
|
$1 |
|
$1 |
|
$1 |
|
$20 |
|
$18 |
|
$18 |
|
Interest cost |
|
8 |
|
8 |
|
8 |
|
12 |
|
12 |
|
11 |
|
Expected return on plan assets |
|
(10) |
|
(9) |
|
(8) |
|
- |
|
- |
|
- |
|
Amortization of net loss (gain) |
|
2 |
|
2 |
|
- |
|
- |
|
- |
|
- |
|
Settlement loss recognized |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1 |
|
Net periodic pension cost (income) |
|
$2 |
|
$2 |
|
$1 |
|
$33 |
|
$31 |
|
$30 |
The components of net periodic pension cost other than the service cost component are included in other income (expense), net in the Consolidated Statements of Income (Loss).
Weighted average assumptions used to determine the projected benefit obligation are as follows:
|
|
|
UK Plan |
|
All Other Plans |
||||
|
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Discount rate |
|
5.5% |
|
5.2% |
|
5.1% |
|
5.2% |
|
Rate of compensation increase |
|
2.7% |
|
2.9% |
|
3.0% |
|
3.0% |
Weighted average assumptions used to determine net pension income are as follows:
|
|
|
UK Plan |
|
All Other Plans |
||||||||
|
|
|
2025 |
|
2024 |
|
2023 |
|
2025 |
|
2024 |
|
2023 |
|
Discount rate |
|
5.2% |
|
5.2% |
|
4.3% |
|
5.2% |
|
5.6% |
|
5.4% |
|
Expected return on assets |
|
5.7% |
|
5.6% |
|
4.3% |
|
3.8% |
|
6.0% |
|
3.5% |
|
Rate of compensation increase |
|
2.9% |
|
2.9% |
|
2.9% |
|
3.0% |
|
3.0% |
|
3.0% |
The discount rate used to determine the UK Plan's projected benefit obligation was determined as the single equivalent rate based on applying a yield curve determined from AA credit rated bonds at the balance sheet date to the cash flows making up the pension plan's obligations. The discount rate used to determine the UK Plan's future net periodic pension cost was determined as the equivalent rate based on applying each individual spot rate from a yield curve determined from AA credit rated bonds at the balance sheet date for each year's cash flow. The UK Plan's expected long-term return on plan assets is consistent with the long-term investment return target provided to the UK Plan's fiduciary manager (UK government fixed interest bonds (gilts)) plus 1.5% and was 5.1% per annum as of November 30, 2025.
Amounts recognized in AOCI are as follows:
|
|
|
UK Plan |
|
All Other Plans |
||||
|
|
|
November 30, |
|
November 30, |
||||
|
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Actuarial losses (gains) recognized in the current year |
|
$5 |
|
$2 |
|
$(4) |
|
$12 |
|
Amortization and settlements included in net periodic pension cost |
|
$(2) |
|
$(2) |
|
$(1) |
|
$(1) |
We anticipate making contributions of $30 million to the plans during 2026. Estimated future benefit payments to be made during each of the next five fiscal years and in the aggregate during the succeeding five fiscal years are as follows:
|
(in millions) |
|
UK Plan |
|
All Other Plans |
|
2026 |
|
$8 |
|
$31 |
|
2027 |
|
8 |
|
25 |
|
2028 |
|
8 |
|
28 |
|
2029 |
|
9 |
|
27 |
|
2030 |
|
9 |
|
28 |
|
2031-2035 |
|
53 |
|
153 |
|
|
|
$95 |
|
$293 |
Our investment strategy for our pension plan assets is to maintain a diversified portfolio of asset classes to produce a sufficient level of diversification and investment return over the long term. The investment policy for each plan specifies the type of investment vehicles appropriate for the plan, asset allocation guidelines, criteria for selection of investment managers and procedures to monitor overall investment performance, as well as investment manager performance. As of November 30, 2025 and 2024, the All Other Plans were unfunded.
The fair values of the plan assets of the UK Plan by investment class are as follows:
|
|
|
November 30, |
||
|
|
|
2025 |
|
2024 |
|
Equities |
|
$12 |
|
$11 |
|
UK government fixed interest bonds (gilts) |
|
151 |
|
157 |
|
|
|
$163 |
|
$168 |
Multiemployer Defined Benefit Pension Plans
We participate in two multiemployer defined benefit pension plans in the UK, the British Merchant Navy Officers Pension Fund (registration number 10005645) ("MNOPF"), which is divided into two sections, the "Old Section" and the "New Section," and the British Merchant Navy Ratings Pension Fund (registration number 10005646) ("MNRPF"). Collectively, we refer to these as "the multiemployer plans." The multiemployer plans are maintained for the benefit of the employees of the participating employers who make contributions to the plans. The risks of participating in these multiemployer plans are different from single-employer plans, including:
• Contributions made by employers, including us, may be used to provide benefits to employees of other participating employers
• If any of the participating employers were to withdraw from the multiemployer plans or fail to make their required contributions, any unfunded obligations would be the responsibility of the remaining participating employers
We are contractually obligated to make all required contributions as determined by the plans' trustees. All of our multiemployer plans are closed to new membership and future benefit accrual.
The MNOPF Old Section is fully funded and covered by a third-party insurer, with no further funding obligations.
We expense our portion of the MNOPF New Section deficit as amounts are invoiced by, and become due and payable to, the trustees. Based on the final triennial valuation as of March 31, 2024 of the MNOPF New Section, it was determined that this plan was 99% funded. In 2025, 2024 and 2023, our contributions to the MNOPF New Section did not exceed 5% of total contributions to the fund.
We accrue and expense our portion of the MNRPF deficit based on our estimated probable obligation from the most recent actuarial review. Based on the most recent triennial valuation at March 31, 2023 of the MNRPF, it was determined that this plan was 85% funded. Our share of the deficit of $3 million was paid in 2024. In 2025, 2024 and 2023, our contributions to the MNRPF did not exceed 5% of total contributions to the fund.
Total expense (benefit) for the multiemployer plans was $2 million in 2025, $(19) million in 2024 and $1 million in 2023.
Defined Contribution Plans
We have several defined contribution plans available to most of our employees. We contribute to these plans based on employee contributions, salary levels and length of service. Total expense for these plans was $54 million in 2025, $47 million in 2024 and $48 million in 2023.
NOTE 14 - Earnings Per Share
|
|
Years Ended November 30, |
||||
|
(in millions, except per share data) |
2025 |
|
2024 |
|
2023 |
|
Net income (loss) |
$2,760 |
|
$1,916 |
|
$(74) |
|
Interest expense on dilutive Convertible Notes |
71 |
|
94 |
|
- |
|
Net income (loss) for diluted earnings per share |
$2,831 |
|
$2,009 |
|
$(74) |
|
|
|
|
|
|
|
|
Weighted-average shares outstanding |
1,312 |
|
1,274 |
|
1,262 |
|
Dilutive effect of equity awards |
5 |
|
5 |
|
- |
|
Dilutive effect of Convertible Notes |
84 |
|
119 |
|
- |
|
Diluted weighted-average shares outstanding |
1,402 |
|
1,398 |
|
1,262 |
|
|
|
|
|
|
|
|
Basic earnings per share |
$2.10 |
|
$1.50 |
|
$(0.06) |
|
Diluted earnings per share |
$2.02 |
|
$1.44 |
|
$(0.06) |
Antidilutive shares excluded from diluted earnings per share computations were as follows:
|
|
November 30, |
||||
|
(in millions) |
2025 |
|
2024 |
|
2023 |
|
Equity awards |
- |
|
- |
|
4 |
|
Convertible Notes |
- |
|
- |
|
130 |
|
Total antidilutive securities |
- |
|
- |
|
134 |
NOTE 15 - Supplemental Cash Flow Information
|
|
November 30, |
||||
|
(in millions) |
2025 |
|
2024 |
|
2023 |
|
Cash and cash equivalents (Consolidated Balance Sheets) |
$1,928 |
|
$1,210 |
|
$2,415 |
|
Restricted cash (included in prepaid expenses and other and other assets) |
30 |
|
21 |
|
21 |
|
Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) |
$1,958 |
|
$1,231 |
|
$2,436 |
Cash paid for interest, net of capitalized interest, was $1.2 billion in 2025, $1.6 billion in 2024 and $2.0 billion in 2023. Cash benefit received (paid) for income taxes, net was not material in 2025, 2024 and 2023. Non-cash purchases of property and equipment included in accrued liabilities and other were $417 million in 2025, $392 million in 2024 and $307 million in 2023.
For the years ended November 30, 2025, 2024 and 2023, we did not have borrowings or repayments of commercial paper with original maturities greater than three months.
In 2025, emission allowances and obligations of $48 million were surrendered and derecognized based on the first-in, first out method, and were non-cash activities.
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