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Carnival Corp Ltd.

For the period ended May 31, 2026. Filed Jun 26, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 31, 2026 · Filed Jun 26, 2026

CCL$29.58-0.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-02-28; filed 2026-03-27.

0000815097-26-000037

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

Current report: 10-Q

Period ended 2026-05-31; filed 2026-06-26.

0000815097-26-000096

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 123 previous paragraphs and 181 current paragraphs.

50 unchanged; 28 reworded; 99 added; 44 removed; 1 previous and 4 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (99)

Current report

Passenger ticket revenues made up 64% of our 2026 total revenues. Passenger ticket revenues increased by $168 million, or 4.1%, to $4.3 billion in 2026 from $4.1 billion in 2025.

Current report

•$60 million - net favorable foreign currency translation impact

Current report

The remaining 36% of 2026 total revenues were comprised of Onboard and other revenues, which increased by $166 million, or 7.4%, to $2.4 billion in 2026 from $2.2 billion in 2025.

Current report

Passenger ticket revenues made up 60% of our North America segment’s 2026 total revenues. Passenger ticket revenues increased by $74 million, or 2.9%, to $2.7 billion in 2026 from $2.6 billion in 2025. This increase was caused by a 3.4% capacity increase in ALBDs, representing $87 million, partially offset by a 1.1 percentage point decrease in occupancy, representing $27 million.

Current report

The remaining 40% of our North America segment’s 2026 total revenues were comprised of Onboard and other revenues, which increased by $124 million, or 7.6%, to $1.8 billion in 2026 from $1.6 billion in 2025.

Current report

•$60 million - net favorable foreign currency translation impact

Current report

The remaining 23% of our Europe segment’s 2026 total revenues were comprised of Onboard and other revenues, which increased by $18 million, or 3.9%, to $493 million in 2026 from $474 million in 2025.

Current report

Operating expenses increased by $339 million, or 8.7%, to $4.2 billion in 2026 from $3.9 billion in 2025.

Current report

•$103 million - nonrecurrence of gains from the sale of one North America segment ship and one Europe segment ship in 2025

Current report

•$44 million - net unfavorable foreign currency translation impact

Current report

•$30 million - higher cruise Payroll and related expenses driven by higher crew travel costs resulting from the Middle East conflict

Current report

•$42 million - lower repair and maintenance expenses (including dry-dock expenses)

Current report

Selling and administrative expenses increased by $47 million, or 5.8%, to $863 million in 2026 from $816 million in 2025.

Current report

Depreciation and amortization expenses increased by $31 million, or 4.4%, to $723 million in 2026 from $692 million in 2025.

Current report

Operating expenses increased by $184 million, or 7.1%, to $2.8 billion in 2026 from $2.6 billion in 2025.

Current report

•$46 million - nonrecurrence of a gain from the sale of one ship in 2025

Current report

•$18 million - lower repair and maintenance expenses (including dry-dock expenses)

Current report

Selling and administrative expenses increased by $21 million, or 4.4%, to $493 million in 2026 from $473 million in 2025.

Current report

Operating expenses increased by $126 million, or 10%, to $1.3 billion in 2026 from $1.2 billion in 2025.

Current report

•$57 million - nonrecurrence of a gain from the sale of one ship in 2025

Current report

•$44 million - net unfavorable foreign currency translation impact

Current report

•$19 million - higher cruise Payroll and related expenses driven by higher crew travel costs resulting from the Middle East conflict

Current report

These increases were partially offset by $24 million of lower repair and maintenance expenses (including dry-dock expenses).

Current report

Six Months Ended May 31, 2026 (“2026”) Compared to Six Months Ended May 31, 2025 (“2025”)

Current report

•$218 million - net favorable foreign currency translation impact

Showing the first 40 of 99 passages. Open the source sections for the rest.

Removed paragraphs (44)

Previous report

•We may not successfully complete the proposed unification of our dual listed company (“DLC”) structure and the migration of Carnival Corporation’s legal incorporation to Bermuda, or, if we do, we may not realize the anticipated benefits and will be subject to Bermuda law, which differs in some respects compared to our current jurisdictions.

Previous report

On January 27, 2026, Carnival Corporation filed a Registration Statement on Form S-4 with the SEC, as amended by Amendment No. 1 filed on February 20, 2026 (the “S-4”), in connection with the proposed unification of the dual listed company structure under a single corporate entity, Carnival Corporation, with Carnival plc as its wholly-owned UK subsidiary, and the shifting of Carnival Corporation’s legal incorporation from Panama to Bermuda, as previously disclosed. The SEC declared the S‑4 effective on February 27, 2026 and the definitive joint proxy statement/prospectus relating to the S‑4 was filed with the SEC on February 27, 2026.

Previous report

•Our North America segment’s capacity increase was caused by a Princess Cruises 4,310-passenger capacity ship that entered into service in September 2025, partially offset by a P&O Cruises (Australia) 2,000-passenger capacity ship that left the fleet in February 2025.

Previous report

•Our Europe segment’s capacity decrease was caused by more ship dry-dock days in 2026 compared to 2025.

Previous report

•$158 million - net favorable foreign currency translation impact

Previous report

•$42 million - higher ticket prices driven by continued strength in demand

Previous report

•$49 million - net favorable foreign currency translation impact

Previous report

Passenger ticket revenues made up 61% of our North America segment’s 2026 total revenues. Passenger ticket revenues increased by $17 million, or 0.7%, and were $2.4 billion in 2026 and 2025.

Previous report

•$22 million - higher ticket prices driven by continued strength in demand

Previous report

These increases were partially offset by a 1.3 percentage point decrease in occupancy, representing $31 million.

Previous report

The remaining 39% of our North America segment’s 2026 total revenues were comprised of Onboard and other revenues, which increased by $95 million, or 6.4%, to $1.6 billion in 2026 from $1.5 billion in 2025.

Previous report

These increases were partially offset by a 1.3 percentage point decrease in occupancy representing $19 million.

Previous report

•$158 million - net favorable foreign currency translation

Previous report

•$20 million - higher ticket prices driven by continued strength in demand

Previous report

These increases were partially offset by a decrease of $21 million in air transportation revenue.

Previous report

•$126 million - net unfavorable foreign currency translation

Previous report

•$75 million - higher repair and maintenance expenses (including dry-dock expenses)

Previous report

•$44 million - lower fuel prices including the impact of emission allowances

Previous report

Selling and administrative expenses increased by $76 million, or 9.0%, to $924 million in 2026 from $848 million in 2025. This increase was driven by increased investment in advertising, higher compensation expense and higher information technology expense.

Previous report

Depreciation and amortization expenses increased by $42 million, or 6.4%, to $696 million in 2026 from $654 million in 2025.

Previous report

Operating expenses increased by $16 million, or 0.7%, to $2.5 billion in 2026 from $2.4 billion in 2025.

Previous report

•$35 million - lower fuel prices including the impact of emission allowances

Previous report

•$129 million - net unfavorable foreign currency translation

Previous report

•$41 million - higher repair and maintenance expenses (including dry-dock expenses)

Previous report

Selling and administrative expenses increased by $33 million, or 13%, to $283 million in 2026 from $250 million in 2025. This increase was caused by higher compensation expense, increased investment in advertising and higher information technology expense.

Previous report

We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations. Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a capped reserve fund in cash. In addition, we have a relatively low level of accounts receivable and limited investment in inventories.

Showing the first 40 of 44 passages. Open the source sections for the rest.

Reworded paragraphs (28)

Previous wording

Recent geopolitical uncertainty may impact our results of operations and may heighten other risks discussed in “Item 1A. Risk Factors,” included in the Form 10-K.

Current wording

Recent geopolitical tensions and related concerns have and could continue to impact our profitabilityand may heighten other risks discussed in “Item 1A. Risk Factors,” included in the Form 10-K. In addition, while fuel prices have recently moderated, any renewed disruptions or escalation could result in increased fuel costs and adversely impact our profitability.

Previous wording

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 greenhouse gas 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 was $91 million, which represented costs associated with 70% of emissions under the ETS operational scope. In 2026, all in scope emissions will be impacted.

Current wording

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 was $91 million, which represented costs associated with 70% of emissions under the ETS operational scope. In 2026, all in scope emissions are impacted. We believe fluctuations in foreign currency exchange rates and evolving regulatory requirements related to the reduction of greenhouse gas emissions may adversely impact our profitability in both the short and long term.

Previous wording

(c)For the three months ended February 28, 2026 compared to the three months ended February 28, 2025, we had a 0.5% capacity increase in ALBDs comprised of a 1.4% capacity increase in our North America segment and a 1.3% capacity decrease in our Europe segment.

Current wording

(c)For the three and six months ended May 31, 2026 compared to the three and six months ended May 31, 2025, we had a 2.0% capacity increase and a 1.2% capacity increase in ALBDs.

Current wording

These increases were partially offset by a decrease of $36 million in air transportation revenue.

Previous wording

Passenger ticket revenues made up 77% of our Europe segment’s 2026 total revenues. Passenger ticket revenues increased by $172 million, or 12%, to $1.6 billion in 2026 from $1.4 billion in 2025.

Current wording

Passenger ticket revenues made up 77% of our Europe segment’s 2026 total revenues. Passenger ticket revenues increased by $93 million, or 6.0%, to $1.6 billion in 2026 from $1.5 billion in 2025.

Previous wording

•$36 million - 2.5 percentage point increase in occupancy

Current wording

•$17 million - 1.1 percentage point increase in occupancy

Previous wording

Depreciation and amortization expenses increased by $26 million, or 6.1%, to $460 million in 2026 from $434 million in 2025.

Current wording

Depreciation and amortization expenses increased by $27 million, or 6.1%, to $477 million in 2026 from $450 million in 2025.

Previous wording

•$35 million - higher repair and maintenance expenses (including dry-dock expenses)

Previous wording

Operating expenses increased by $173 million, or 4.6%, to $3.9 billion in 2026 from $3.8 billion in 2025.

Current wording

Selling and administrative expenses increased by $11 million, or 4.6%, to $260 million in 2026 from $248 million in 2025.

Previous wording

Selling and administrative expenses increased by $16 million, or 3.0%, to $537 million in 2026 from $521 million in 2025.

Current wording

Depreciation and amortization expenses increased by $16 million, or 8.5%, to $203 million in 2026 from $187 million in 2025.

Previous wording

Our consolidated operating income increased by $64 million to $607 million in 2026 from $543 million in 2025. Our North America segment’s operating income increased by $54 million to $569 million in 2026 from $516 million in 2025, and our Europe segment’s operating income increased by $30 million to $170 million in 2026 from $140 million in 2025. These changes were primarily due to the reasons discussed above.

Current wording

Our consolidated operating income decreased by $83 million to $851 million in 2026 from $934 million in 2025. Our North America segment’s operating income decreased by $33 million to $658 million in 2026 from $691 million in 2025, and our Europe segment’s operating income decreased by $42 million to $326 million in 2026 from $368 million in 2025. These changes were primarily due to the reasons discussed above.

Previous wording

Interest expense, net of capitalized interest decreased by $85 million, or 23%, to $291 million in 2026 from $377 million in 2025. The decrease was caused by lower average interest rates and a decrease in total debt.

Current wording

Interest expense, net of capitalized interest decreased by $56 million, or 16%, to $285 million in 2026 from $341 million in 2025. The decrease was caused by a decrease in total debt and lower average interest rates.

Previous wording

Passenger ticket revenues made up 65% of our 2026 total revenues. Passenger ticket revenues increased by $191 million, or 5.0%, to $4.0 billion in 2026 from $3.8 billion in 2025.

Current wording

Passenger ticket revenues made up 65% of our 2026 total revenues. Passenger ticket revenues increased by $359 million, or 4.5%, to $8.3 billion in 2026 from $7.9 billion in 2025.

Previous wording

The remaining 35% of 2026 total revenues were comprised of Onboard and other revenues, which increased by $164 million, or 8.3%, to $2.1 billion in 2026 from $2.0 billion in 2025.

Current wording

The remaining 35% of 2026 total revenues were comprised of Onboard and other revenues, which increased by $330 million, or 7.8%, to $4.5 billion in 2026 from $4.2 billion in 2025.

Previous wording

These increases were partially offset by a 1.3% capacity decrease in ALBDs, representing $16 million.

Previous wording

The remaining 23% of our Europe segment’s 2026 total revenues were comprised of Onboard and other revenues, which increased by $68 million, or 16%, to $480 million in 2026 from $413 million in 2025. This increase was driven by a net favorable foreign currency translation impact of $49 million.

Current wording

The remaining 23% of our Europe segment’s 2026 total revenues were comprised of Onboard and other revenues, which increased by $86 million, or 9.7%, to $973 million in 2026 from $887 million in 2025. This increase was driven by a net favorable foreign currency translation impact of $67 million.

Previous wording

Operating expenses increased by $151 million, or 12%, to $1.4 billion in 2026 from $1.3 billion in 2025.

Current wording

Depreciation and amortization expenses increased by $72 million, or 5.4%, to $1.4 billion in 2026 from $1.3 billion in 2025.

Previous wording

Depreciation and amortization expenses increased by $25 million, or 15%, to $194 million in 2026 from $169 million in 2025. This increase was caused by net unfavorable foreign currency translation impacts.

Current wording

Depreciation and amortization expenses increased by $41 million, or 12%, to $397 million in 2026 from $356 million in 2025. This increase was caused by net unfavorable foreign currency translation impacts and fleet enhancements.

Previous wording

Other income (expense), net changed by $59 million, to $(47) million in 2026 from $12 million in 2025. The decrease was substantially all due to foreign currency remeasurement.

Current wording

Other income (expense), net changed by $66 million, to $(70) million in 2026 from $(4) million in 2025 principally due to foreign currency remeasurement.

Previous wording

As of February 28, 2026, we had $5.9 billion of liquidity including $1.4 billion of cash and cash equivalents and $4.5 billion available for borrowing under our multicurrency revolving credit facility. In addition, we had$10.9 billion of undrawn export credit facilities to fund future ship deliveries.

Current wording

As of May 31, 2026, we had $6.7 billion of liquidity including $2.2 billion of cash and cash equivalents and $4.5 billion available for borrowing under our multicurrency revolving credit facility. In addition, we had $10.8 billion of undrawn export credit facilities to fund future ship deliveries.

Previous wording

We had a working capital deficit of$8.7 billion as of February 28, 2026 compared to $8.9 billion as of November 30, 2025. We operate with a substantial working capital deficit, largely due to our business model in which guest cruise deposits and the advance purchases of onboard and other services are collected ahead of the sailing date and recorded as a liability until recognized as revenue. These customer deposits are used alongside other cash sources to fund operations, service debt, and support capital investments.

Current wording

We had a working capital deficit of$8.9 billion as of May 31, 2026 and November 30, 2025. We operate with a substantial working capital deficit, largely due to our business model in which guest cruise deposits and the advance purchases of onboard and other services are collected ahead of the sailing date and recorded as a liability until recognized as revenue. These customer deposits are used alongside other cash sources to fund operations, service debt, and support capital investments. In addition, we have a relatively low level of accounts receivable and limited investment in inventories.

Previous wording

Our business provided $1.3 billion of net cash flows from operating activities during the three months ended February 28, 2026, an increase of $0.3 billion, compared to $0.9 billion provided for the same period in 2025. This was caused by an improvement in our earnings with $263 million of net income in 2026 compared to $75 million of net loss in 2025 and other working capital changes, partially offset by the nonrecurrence of losses on debt extinguishment.

Current wording

Our business provided $3.9 billion of net cash flows from operating activities during the six months ended May 31, 2026, an increase of $575 million, compared to $3.3 billion provided for the same period in 2025. This was caused by an improvement in our earnings with $801 million of net income in 2026 compared to $494 million of net income in 2025, which includes the nonrecurrence of gains from the sale of one North America segment ship and one Europe segment ship in 2025, partially offset by the nonrecurrence of losses on debt extinguishment in 2025, as well as other working capital changes.

Previous wording

During the three months ended February 28, 2026, net cash used in investing activities of $597 million was driven by capital expenditures of $566 million substantially all attributable to ship improvements and development of our portfolio of exclusive destinations.

Current wording

•Capital expenditures of $1.4 billion substantially all attributable to ship improvements, our ongoing new shipbuilding program and development of our portfolio of exclusive destinations

Previous wording

During the three months ended February 28, 2025, net cash used in investing activities was $605 million. This was caused by capital expenditures of $607 million primarily attributable to ship improvements and developments in our port destinations and exclusive islands.

Current wording

•Capital expenditures of $1.5 billion primarily attributable to ship improvements and developments in our port destinations and exclusive islands

Previous wording

During the three months ended February 28, 2026, net cash used in financing activities of $1.2 billion was driven by:

Current wording

During the six months ended May 31, 2026, net cash used in financing activities of $2.1 billion was driven by:

Previous wording

During the three months ended February 28, 2025, net cash used in financing activities of $690 million was driven by:

Current wording

During the six months ended May 31, 2025, net cash used in financing activities of $1.2 billion was caused by:
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

•$53 million - 1.8 percentage point increase in occupancy

Current report — wording carried from elsewhere

•$21 million - 0.8% capacity decrease in ALBDs

Current report — wording carried from elsewhere

Our consolidated operating income decreased by $19 million and was $1.5 billion in 2026 and 2025. Our North America segment’s operating income increased by $20 million and was $1.2 billion in 2026 and 2025, and our Europe segment’s operating income decreased by $12 million to $496 million in 2026 from $508 million in 2025. These changes were primarily due to the reasons discussed above.

Current report — wording carried from elsewhere

Interest expense, net of capitalized interest decreased by $141 million, or 20%, to $577 million in 2026 from $718 million in 2025. The decrease was caused by a decrease in total debt and lower average interest rates.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

These increases were partially offset by: