Carnival Corporation & plc is the largest global cruise company and among the largest leisure travel companies, operating a portfolio of world-class cruise lines including AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises and Seabourn. The global cruise industry is a relatively small part of the global vacation market, competing with land-based alternatives such as hotels, resorts, theme parks, organized tours, casinos, vacation ownership properties, and internet-based alternative lodging sites. Based on 2025 Cruise Industry News statistics, as of December 31, 2025, Carnival along with its principal cruise competitors Royal Caribbean Group, Norwegian Cruise Line Holdings, Ltd. and MSC Cruises represented approximately 80% ¹ of the cruise industry capacity.

Carnival Corporation & plc is the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines. The company's primary competitors named in the filing are Royal Caribbean Group, Norwegian Cruise Line Holdings, Ltd. and MSC Cruises, which together with Carnival represented approximately 80% ² of the cruise industry capacity based on 2025 Cruise Industry News statistics. The company's competitive advantages include its portfolio of eight distinctive cruise lines operating around the globe, each with a clear and compelling identity that attracts its own unique profile of new and loyal guests, as well as its portfolio of leading port destinations and exclusive islands.

The company generates revenue primarily from the sale of passenger cruise tickets and onboard goods and services. Passenger ticket revenues made up 65% ³ of total revenues in 2025, while onboard and other revenues comprised the remaining 35% ⁴. The cruise ticket price typically includes accommodations, most meals, access to onboard amenities, entertainment, visits to multiple ports, and childcare programs. Onboard and other revenues include beverage sales, internet and communication services, casino gaming, full-service spas, shore excursions, specialty restaurants, retail sales, and photo sales. The company also earns tour and other revenues from its hotel and transportation operations, primarily Holland America Princess Alaska Tours. Guest bookings are generally taken several months in advance, with payment terms requiring a deposit to confirm a reservation and the balance due before departure.

The company's North America segment includes Carnival Cruise Line, Princess Cruises, Holland America Line, and Seabourn, with a combined passenger capacity of 174,910 ⁵ across 63 ⁶ cruise ships, representing 64% ⁷ of total capacity. Carnival Cruise Line is described as 'The World's Most Popular Cruise Line' and has provided multi-generational family entertainment for over 50 years. Princess Cruises has unlocked the world for 60 years, and Holland America Line has delivered experiences for over 150 years. Seabourn is a leader in ultra-luxury cruising with a fleet that includes two ultra-luxury expedition ships. The Europe segment includes AIDA Cruises, Costa Cruises, P&O Cruises, and Cunard, with a combined passenger capacity of 97,470 ⁸ across 31 ⁹ cruise ships, representing 36% ¹⁰ of total capacity. AIDA is the most recognized brand in the German cruise market, Costa has brought wonder to guests for over 75 years, P&O Cruises is Britain's largest cruise line with a heritage tracing back over 185 years, and Cunard has perfected the timeless art of luxury ocean travel for 185 years.

The Cruise Support segment includes a portfolio of seven owned or operated port destinations and exclusive islands, which welcomed 7.4 million ¹¹ guests in 2025 and 6.5 million ¹² in 2024. These include Amber Cove in the Dominican Republic, Celebration Key in The Bahamas, Grand Turk Cruise Center in Turks & Caicos, Isla Tropicale in Roatan, Princess Cays in The Bahamas, Puerta Maya in Cozumel, Mexico, and RelaxAway, Half Moon Cay in The Bahamas. The Tour and Other segment includes Holland America Princess Alaska Tours, the leading tour company in Alaska and the Canadian Yukon, which owns and operates hotels, lodges, glass-domed railcars and motorcoaches. In 2025, the company earned 34% ¹³ of its cruise revenues from onboard and other revenue goods and services.

During 2025, the company sunset the P&O Cruises (Australia) brand and folded its Australia operations into Carnival Cruise Line. The company introduced the Paradise Collection, which includes Celebration Key, a newly launched exclusive cruise port destination on the southern coast of Grand Bahama Island that officially opened in July 2025. The company completed the sales of one North America segment ship and one Europe segment ship, representing a passenger-capacity reduction of 460 ¹⁴ berths for the North America segment and 2,700 ¹⁵ berths for the Europe segment. In December 2025, the Boards of Directors 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, and proposed shifting Carnival Corporation's legal incorporation from Panama to Bermuda under the name Carnival Corporation Ltd. The company successfully completed its $19 billion ¹⁶ refinancing plan in less than a year and reduced total debt by over $10 billion ¹⁷ since its peak in January 2023. In December 2025, the Boards of Directors approved the reinstatement of the company's quarterly dividend and declared an initial $0.15 ¹⁸ per share dividend.

Fiscal 2025 was another strong year that exceeded expectations, setting new records across the business. The company achieved record revenues of $26.6 billion ¹⁹, an all-time high operating income of $4.5 billion ²⁰ up 25% ²¹ compared to the prior year, and the highest adjusted return on invested capital in 19 years. Net income was $2.760 billion ²² in 2025 compared to $1.916 billion ²³ in 2024. Diluted earnings per share were $2.02 ²⁴ in 2025 versus $1.44 ²⁵ in the prior year. The company ended 2025 with record year-end customer deposits, up nearly 7% ²⁶ year over year. Operating cash flow was $6.2 billion ²⁷ in 2025, an increase of $0.3 billion ²⁸ compared to $5.9 billion ²⁹ provided in 2024.

Management stated that the company is well-positioned to create even greater shareholder value over time as it continues to reinvest in its future, driven by a focus on driving commercial excellence, disciplined newbuild strategy, expansion of return-generating ship enhancement initiatives, and exclusive destination development program.

A major growth vector is the company's exclusive destination development program. In 2025, the company opened Celebration Key, Grand Bahama, which has already hosted more than one million guests since its July opening. The company plans to continue building on this success through planned expansions at other Paradise Collection properties, including RelaxAway, Half Moon Cay and Isla Tropicale (formerly Mahogany Bay) in 2026. Additionally, the company recently announced the development of Ensenada Bay Village - Treasures of Baja, a destination showcasing the natural beauty of Baja California, Mexico, which will benefit west coast deployments. The company also has a total of seven cruise ships expected to be delivered through 2033, with ship construction contracts with Fincantieri in Italy and Meyer Werft in Germany, including Carnival Festivale expected in April 2027 ³⁰ with a passenger capacity of 5,360 ³¹, Carnival Tropicale expected in March 2028 ³² with a capacity of 5,360 ³³, and additional newbuilds in July 2029 ³⁴, July 2031 ³⁵, and June 2033 ³⁶ each with a capacity of 6,160 ³⁷.

The company is enhancing its commercial strategies by leveraging AI to improve marketing effectiveness, deliver personalized experiences, and drive efficiency gains across all cruise lines. Management believes these initiatives will increase same ship revenues, drive margins and returns higher over time, and help close the price-to-value gap versus land-based alternatives. The company is also strengthening its demand generating efforts through world-class cruise lines refining their focus on target markets, sharpening marketing messages, and reaching target consumers more efficiently. The company's newbuild capital expenditures are planned at $501 million ³⁸ in 2026, $1.586 billion ³⁹ in 2027, $1.474 billion ⁴⁰ in 2028, $1.823 billion ⁴¹ in 2029, $1.661 billion ⁴² in 2030, and $4.769 billion ⁴³ thereafter.

The company is focused on disciplined cost control and continued deleveraging. The cost of the EU ETS regulations in 2025 was $91 million ⁴⁴ and it is expected to be approximately $170 million ⁴⁵ in 2026. The company does not expect complying with the UK's national ETS for domestic shipping to have a material impact on its profitability in 2026. The company's export credit facilities contain various financial covenants, and at November 30, 2025, the company was in compliance with the applicable covenants under its debt agreements. The most restrictive covenants for the Revolving Facility, unsecured loans and export credit facilities include maintaining minimum interest coverage at a ratio of not less than 2.5 to 1.0 ⁴⁶ for the November 30, 2025 testing date, and at a ratio of not less than 3.0 to 1.0 ⁴⁷ for the February 28, 2026 testing date onwards.

The company has a total of seven cruise ships expected to be delivered through 2033, with ship construction contracts with Fincantieri in Italy and Meyer Werft in Germany. As of November 30, 2025, the company had $7.8 billion ⁴⁸ of undrawn export credit facilities to fund future ship deliveries. The company's new ship growth capital commitments were $0.5 billion ⁴⁹ for 2026, $1.6 billion ⁵⁰ for 2027, $1.5 billion ⁵¹ for 2028, $1.8 billion ⁵² for 2029, $1.7 billion ⁵³ for 2030, and $4.8 billion ⁵⁴ for thereafter. The company purchased a site to build and relocate its Miami, Florida headquarters in 2025. The company continues to invest in its information technology, operational technology and cybersecurity programs.

In December 2025, the Boards of Directors approved the reinstatement of the company's quarterly dividend and declared an initial $0.15 ⁵⁵ per share dividend with a record date of February 13, 2026 and a payment date of February 27, 2026. The company's capital expenditures were $3.611 billion ⁵⁶ in 2025, substantially all attributable to the delivery of one North America segment ship, ship improvements and development of the portfolio of exclusive destinations. The company had $4.5 billion ⁵⁷ available for borrowing under its multicurrency revolving credit facility as of November 30, 2025. The company plans to use existing liquidity and future cash flows from operations to fund its cash requirements including capital expenditures not funded by its export credit facilities.

The company faces headwinds from new and evolving regulatory requirements related to the reduction of GHG emissions. The IMO's 2023 Strategy on Reduction of GHG Emissions from Ships strives to peak GHG emissions from international shipping as soon as possible and to reach net zero GHG emissions on a well-to-wake basis by or around 2050, with checkpoints in 2030 and 2040 seeking reductions in absolute GHG emissions by at least 20% ⁵⁸ and 70% ⁵⁹, respectively, compared to 2008. In April 2025, the IMO drafted the Net Zero Framework, a set of fuel standards and market-based measures that could result in increased compliance-related costs. The EU ETS regulations impacted the company with a cost of $91 million ⁶⁰ in 2025, expected to be approximately $170 million ⁶¹ in 2026. The company also faces headwinds from fluctuations in foreign currency exchange rates, with a 1% ⁶² change in euro to U.S. dollar exchange rates as of November 30, 2025 resulting in a corresponding change of $84 million ⁶³ in the remaining cost of ships under construction.

The company identified several structural headwinds and execution risks. The company may be impacted by adverse changes in the perceived or actual economic climate, such as inflation, global or regional recessions, higher unemployment and underemployment rates and declines in income levels. The company faces risks from overcapacity and competition in the cruise and land-based vacation industry, which may negatively impact cruise sales, pricing and destination options. The company also faces risks from the inability to implement its shipbuilding programs and ship repairs, maintenance and refurbishments, which may adversely impact business operations. Additionally, the company may not successfully complete the proposed unification of its DLC structure and the migration of Carnival Corporation's legal incorporation to Bermuda, or may not realize the anticipated benefits.

Management's message in the 2025 Executive Overview emphasizes that 2025 was another strong year that exceeded expectations, setting new records across the business and achieving more milestones. Key themes include record revenues of $26.6 billion ⁷¹, all-time high operating income of $4.5 billion ⁷² up 25% ⁷³ compared to the prior year, the highest adjusted return on invested capital in 19 years, record booking trends with continued strong close-in demand throughout the year, and record year-end customer deposits up nearly 7% ⁷⁴ year over year. Management highlighted significant progress in strengthening the balance sheet, including successfully completing the $19 billion ⁷⁵ refinancing plan in less than a year, reducing total debt by over $10 billion ⁷⁶ since the peak in January 2023, and surpassing the investment grade leverage metric threshold. These accomplishments enabled the reinstatement of the dividend, reflecting confidence in the durability of cash generation and improvements to the balance sheet. Management's strategic priorities for the period ahead include ensuring each world-class cruise line owns its space in the vacation market, being travel and leisure's employer of choice, staying committed to excellence in compliance, environmental protection and well-being, executing the sustainability roadmap, and further strengthening the balance sheet while delivering outsized shareholder returns. Management stated the company is well-positioned to create even greater shareholder value over time as it continues to reinvest in its future, driven by a focus on driving commercial excellence, disciplined newbuild strategy, expansion of return-generating ship enhancement initiatives, and exclusive destination development program.

For the fiscal year ended November 30, 2025, total revenues were $26.622 billion ⁷⁷ compared to $25.021 billion ⁷⁸ in 2024. Net income was $2.760 billion ⁷⁹ in 2025 versus $1.916 billion ⁸⁰ in 2024. Diluted earnings per share were $2.02 ⁸¹ in 2025 compared to $1.44 ⁸² in 2024. Operating income was $4.483 billion ⁸³ in 2025 versus $3.574 billion ⁸⁴ in 2024. Interest expense, net of capitalized interest, decreased by $406 million ⁸⁵, or 23% ⁸⁶, to $1.349 billion ⁸⁷ in 2025 from $1.755 billion ⁸⁸ in 2024. Debt extinguishment and modification costs increased by $330 million ⁸⁹ to $409 million ⁹⁰ in 2025 from $79 million ⁹¹ in 2024. The company had cash and cash equivalents of $1.928 billion ⁹² as of November 30, 2025, compared to $1.210 billion ⁹³ as of November 30, 2024. Total debt, net of unamortized debt issuance costs and discounts, was $26.640 billion ⁹⁴ as of November 30, 2025, compared to $27.475 billion ⁹⁵ as of November 30, 2024. Net cash provided by operating activities was $6.218 billion ⁹⁶ in 2025, compared to $5.923 billion ⁹⁷ in 2024. Capital expenditures were $3.611 billion ⁹⁸ in 2025, compared to $4.626 billion ⁹⁹ in 2024. The North America segment reported operating income of $3.233 billion ¹⁰⁰ in 2025, up from $2.605 billion ¹⁰¹ in 2024. The Europe segment reported operating income of $1.610 billion ¹⁰² in 2025, up from $1.347 billion ¹⁰³ in 2024.

The company faces material risks from events and conditions around the world, including geopolitical uncertainty, war, pandemics, inflation, and higher interest rates, which could lead to a decline in demand for cruises and have significant negative impacts on financial condition and operations. The company's debt requires a significant amount of cash to service, with total debt of $27.383 billion ⁶⁴ as of November 30, 2025, and scheduled maturities of $2.615 billion ⁶⁵ in 2026, $2.518 billion ⁶⁶ in 2027, and $3.962 billion ⁶⁷ in 2028. The company faces risks from increases in fuel costs and changes in the types of fuel consumed, with fuel cost per metric ton consumed (excluding emission allowances) at $610 ⁶⁸ in 2025. The company is subject to significant regulatory risks related to sustainability and greenhouse gas emissions, including the EU Emissions Trading System which cost $91 million ⁶⁹ in 2025 and is expected to cost approximately $170 million ⁷⁰ in 2026, and the IMO's Net Zero Framework which could result in increased compliance-related costs. The company also faces risks from cybersecurity incidents and data privacy breaches, which have occurred from time to time and could lead to disruptions in business operations, unauthorized access to critical data, financial losses, regulatory investigations, and reputational damage.