ccl-20260228

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-9610

Commission file number: 001-15136

Carnival Corporation

Carnival plc

(Exact name of registrant as
specified in its charter)

Republic of Panama

England and Wales

(State or other jurisdiction of
incorporation or organization)

59-1562976

98-0357772

(I.R.S. Employer Identification No.)

3655 N.W. 87th Avenue

Carnival House, 100 Harbour Parade

Miami,

Florida

33178-2428

Southampton

SO15 1ST

United Kingdom

(Address of principal
executive offices)
(Zip Code)


(305)	599-2600	011	44 23 8065 5000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)

None		None
(Former name, former address and former fiscal year, if changed since last report)		(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	CCL	New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depositary Shares ($1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust	CUK	New York Stock Exchange, Inc.
1.000% Senior Notes due 2029	CUK29	New York Stock Exchange LLC

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filers

☑

Accelerated filers

☐

Non-accelerated filers

☐

Smaller reporting companies

☐

Emerging growth companies

☐

If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑


At March 19, 2026, Carnival Corporation had outstanding 1,239,000,212 shares of Common Stock, $0.01 par value.						At March 19, 2026, Carnival plc had outstanding 189,015,637 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 1,239,000,212 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

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CARNIVAL CORPORATION & PLC

TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II - OTHER INFORMATION

Item 1.

Item 1A.

Item 5.

Item 6.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in millions, except per share data)


	Three Months Ended February 28,
	2026		2025
Passenger ticket	$	4,023	$	3,832
Onboard and other	2,142		1,978
Total Revenues	6,165		5,810
Cruise and tour operating expenses:
Commissions, transportation and other	872		850
Onboard and other	618		599
Payroll and related	684		640
Fuel	397		465
Food	382		354

Other operating	986		858
Total Cruise and tour operating expenses	3,939		3,766
Selling and administrative expense	924		848
Depreciation and amortization expense	696		654


Operating Income	607		543
Interest income	12		7
Interest expense, net of capitalized interest	(291)		(377)
Debt extinguishment and modification costs	—		(252)
Other income (expense), net	(47)		12

Income (Loss) Before Income Taxes	280		(68)
Income tax expense, net	(17)		(7)
Net Income (Loss)	263		(75)
Less: net income attributable to noncontrolling interest	4		4
Net Income (Loss) attributable to Carnival Corporation & plc	$	258	$	(78)
Earnings Per Share
Basic	$	0.19	$	(0.06)
Diluted	$	0.19	$	(0.06)

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

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CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in millions)


	Three Months Ended February 28,
	2026		2025
Net Income (Loss)	$	263	$	(75)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment	73		(12)
Other	(1)		1
Other Comprehensive Income (Loss)	72		(12)
Total Comprehensive Income (Loss)	335		(86)
Less: comprehensive income attributable to noncontrolling interest	4		4
Comprehensive Income (Loss) attributable to Carnival Corporation & plc	$	331	$	(90)

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

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CARNIVAL CORPORATION & PLC

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions, except par values)


	February 28, 2026		November 30, 2025
ASSETS
Current Assets
Cash and cash equivalents	$	1,424	$	1,928
Trade and other receivables, net	663		678
Inventories	510		505
Prepaid expenses and other	1,120		1,108
Total current assets	3,716		4,219
Property and Equipment, Net	43,700		43,494
Operating Lease Right-of-Use Assets, Net	1,295		1,328
Goodwill	579		579
Other Intangibles	1,181		1,177
Other Assets	1,095		890
	$	51,567	$	51,687
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities

Current portion of long-term debt	$	1,502	$	2,603
Current portion of operating lease liabilities	171		175
Accounts payable	1,242		1,245
Accrued liabilities and other	2,034		2,239
Customer deposits	7,472		6,831
Total current liabilities	12,420		13,092
Long-Term Debt	23,788		24,037
Long-Term Operating Lease Liabilities	1,146		1,178
Other Long-Term Liabilities	1,164		1,097
Contingencies and Commitments
Shareholders’ Equity
Carnival Corporation common stock, $0.01 par value; 1,960 shares authorized; 1,367 shares issued at 2026 and 1,298 shares issued at 2025	14		13
Carnival plc ordinary shares, $1.66 par value; 217 shares issued at 2026 and 2025	361		361
Additional paid-in capital	17,871		17,253
Retained earnings	4,733		4,817
Accumulated other comprehensive income (loss) (“AOCI”)	(1,738)		(1,810)
Treasury stock, 128 shares at 2026 and 131 shares at 2025 of Carnival Corporation and 71 shares at 2026 and 72 shares at 2025 of Carnival plc, at cost	(8,210)		(8,364)
Total shareholders’ equity attributable to Carnival Corporation & plc	13,031		12,270
Noncontrolling interest	18		14
Total shareholders’ equity	13,049		12,284
	$	51,567	$	51,687

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

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CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in millions)


	Three Months Ended February 28,
	2026		2025
OPERATING ACTIVITIES
Net income (loss)	$	263	$	(75)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	696		654

Loss on debt extinguishment	—		249

Share-based compensation	28		18
Amortization of discounts and debt issue costs	27		30
Non-cash lease expense	42		37

Greenhouse gas regulatory expense	15		6
Other	72		24
	1,142		944
Changes in operating assets and liabilities
Receivables	17		33
Inventories	(3)		(17)
Prepaid expenses and other assets	(149)		(64)
Accounts payable	(33)		(31)
Accrued liabilities and other	(296)		(443)
Customer deposits	585		503
Net cash provided by operating activities	1,263		925
INVESTING ACTIVITIES
Purchases of property and equipment	(566)		(607)
Proceeds from sales of ships and other property and equipment	3		11



Advances to affiliates	(37)		(9)
Other	3		0
Net cash used in investing activities	(597)		(605)
FINANCING ACTIVITIES

Principal repayments of long-term debt	(945)		(3,448)
Debt issuance costs	(4)		(24)
Debt extinguishment costs	—		(197)
Proceeds from issuance of long-term debt	—		2,980



Dividends paid	(208)		—
Other	(9)		(1)
Net cash used in financing activities	(1,166)		(690)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2)		(6)
Net increase (decrease) in cash, cash equivalents and restricted cash	(501)		(376)
Cash, cash equivalents and restricted cash at beginning of period	1,958		1,231
Cash, cash equivalents and restricted cash at end of period	$	1,457	$	856

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

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CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in millions)


	Three Months Ended
	Common stock		Ordinary shares		Additional paid-in capital		Retained earnings		AOCI		Treasury stock		Non-controlling interest		Total shareholders’ equity
At November 30, 2025	$	13	$	361	$	17,253	$	4,817	$	(1,810)	$	(8,364)	$	14	$	12,284
Net income (loss)	—		—		—		258		—		—		4		263
Other comprehensive income (loss)	—		—		—		—		72		—		—		72


Cash dividends ($0.15 per share)	—		—		—		(208)		—		—		—		(208)
Conversion of Convertible Notes	1		—		617		—		—		—		—		618
Issuance of treasury shares for vested share-based awards	—		—		(30)		(135)		—		165		—		—
Share-based compensation and other	0		0		31		0		—		(11)		—		20
At February 28, 2026	$	14	$	361	$	17,871	$	4,733	$	(1,738)	$	(8,210)	$	18	$	13,049

At November 30, 2024	$	13	$	361	$	17,150	$	2,101	$	(1,975)	$	(8,404)	$	6	$	9,251
Net income (loss)	—		—		—		(78)		—		—		4		(75)
Other comprehensive income (loss)	—		—		—		—		(12)		—		—		(12)




Issuance of treasury shares for vested share-based awards	—		—		—		(31)		—		31		—		—
Share-based compensation and other	0		0		21		0		—		(4)		—		17
At February 28, 2025	$	13	$	361	$	17,171	$	1,991	$	(1,986)	$	(8,376)	$	9	$	9,182

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

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CARNIVAL CORPORATION & PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – General

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

Basis of Presentation

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

Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2025 joint Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on January 27, 2026 (“Form 10-K”).

For 2025, we reclassified certain immaterial amounts within both operating activities and investing activities in the Consolidated Statements of Cash Flows to conform to the current year presentation. We also reclassified certain immaterial amounts in the Consolidated Statements of Income (Loss), Consolidated Statements of Comprehensive Income (Loss), Consolidated Balance Sheets, Consolidated Statements of Cash Flows and Consolidated Statements of Shareholders’ Equity in order to separately present amounts attributable to noncontrolling interests primarily associated with our subsidiaries that operate Isla Tropicale and Amber Cove.

Property and Equipment

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.

Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“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 for our fiscal 2026 annual financial statements. We are 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 beginning with our fiscal 2028 annual financial statements and fiscal 2029 interim periods. We are evaluating the impact this guidance may have on our consolidated financial statements.

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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 the first quarter of 2027. We are 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 the first quarter of 2029. We are evaluating the impact this guidance may have on our consolidated financial statements.

NOTE 2 – Revenue and Expense Recognition

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

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in Passenger ticket revenues. 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 Commissions, transportation and other expenses at the time of revenue recognition. We had prepaid air and other transportation expenses of $221 million as of February 28, 2026 and $233 million as of November 30, 2025. 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.

Revenues by Country

Revenue by country, which are based on where our guests are sourced, were as follows:


	Three Months Ended February 28,
(in millions)	2026		2025
United States	$	3,293	$	3,185
Germany	821		683
United Kingdom	778		670
Other (a)	1,274		1,272
	$	6,165	$	5,810

(a)No other individual country’s revenue exceeded 10% for the three months ended February 28, 2026 and 2025.

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Customer Deposits

Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage. We also offer our guests the opportunity to make advance purchases of certain 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 $7.9 billion as of February 28, 2026 and $7.2 billion as of November 30, 2025. Our customer deposits balance changes due to the seasonal nature of cash collections, which typically results from higher ticket prices and occupancy levels during the third quarter, the recognition of revenue, refunds of customer deposits and foreign currency changes.

Trade and Other Receivables

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

Contract Costs

We recognize incremental travel agent commissions and credit and debit card fees incurred as a result of obtaining the ticket contract as assets when paid prior to the start of a voyage. We record these amounts within Prepaid expenses and other and subsequently recognize these amounts as Commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation. We had incremental costs of obtaining contracts with customers recognized as assets of $393 million as of February 28, 2026 and $363 million as of November 30, 2025.

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NOTE 3 – Debt


			February 28,		November 30,
(in millions)	Maturity	Rate (a)	2026		2025
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
Total Secured Subsidiary Guaranteed			3,098		3,098
Unsecured Subsidiary Guaranteed


Notes
Convertible Notes	Dec 2025 (b)	5.75%	—		1,131
Notes	May 2029	5.13%	1,250		1,250
EUR Notes	Jan 2030	5.75%	590		580
Notes	Mar 2030	5.75%	1,000		1,000
Notes	Jun 2031	5.88%	1,000		1,000
EUR Notes	Jul 2031	4.13%	1,180		1,160
Notes	Aug 2032	5.75%	3,000		3,000
Notes	Feb 2033	6.13%	2,000		2,000
Loans
Floating rate	Aug 2027 - Nov 2027	SOFR + 1.13% - 1.38%	900		900
Export Credit Facilities
Floating rate	Dec 2031	SOFR + 1.20% (c)	411		446
Fixed rate	Aug 2027 - Dec 2032	2.42 - 3.38%	1,904		1,983
EUR floating rate	Oct 2026 - Nov 2034	EURIBOR + 0.55 - 0.80%	2,409		2,461
EUR fixed rate	Feb 2031 - Sep 2037	1.05 - 4.00%	6,001		6,132
Total Unsecured Subsidiary Guaranteed			21,644		23,042
Unsecured (No Subsidiary Guarantee)
Notes
Notes	Jan 2028	6.65%	200		200
EUR Notes	Oct 2029	1.00%	708		696
Loans
EUR floating rate	Apr 2029	EURIBOR + 1.95%	354		348
Total Unsecured (No Subsidiary Guarantee)			1,262		1,244
Total Debt			26,004		27,383
Less: unamortized debt issuance costs and discounts			(713)		(744)
Total Debt, net of unamortized debt issuance costs and discounts			25,290		26,640

Less: Current portion of long-term debt			(1,502)		(2,603)
Long-Term Debt			$	23,788	$	24,037

(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 “Convertible Notes” below.

(c)Includes applicable credit adjustment spread.

As of February 28, 2026, 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.

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As of February 28, 2026, the scheduled maturities of our debt are as follows:


(in millions)
Year	Principal Payments
Remainder of 2026	$	1,055