Carnival Corp Ltd. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations . Cautionary Note Concerning Factors That May Affect Future Results Some of the statements, estimates or projections contained in this document are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to us, including statements concerning future results, operations, strategy, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are statements that could be deemed forward-looking. These statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and the beliefs and assumptions of our management. We have tried, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and similar expressions of future intent or the negative of such terms. Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by our forward-looking statements. This note contains important cautionary statements of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. These factors include, but are not limited to, the following: • Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, higher interest rates and other general concerns impacting the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts on our financial condition and operations. • Incidents concerning our ships, guests or the cruise industry may negatively impact the satisfaction of our guests and crew and lead to reputational damage. • Adverse weather conditions or an increase in the frequency and/or severity of adverse weather conditions could have a material impact on our business and results of operations. • Our targets, goals, aspirations, initiatives, public statements and disclosures, including those related to sustainability matters, may expose us to risks that may adversely impact our business. • Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our principal and other offices, information technology operations and system networks and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and may lead to fines, penalties and reputational damage. • Our debt requires a significant amount of cash to service and our ability to generate sufficient cash depends on many factors, some of which may be beyond our control. Our financial condition and operations could be adversely impacted if we are unable to service our debt or satisfy our covenants. • Increases in fuel costs, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs. • The loss of key team members, our inability to recruit or retain qualified shoreside and shipboard team members and increased labor costs could have an adverse effect on our business and results of operations. • We rely on suppliers who are integral to the operations of our businesses. These suppliers and service providers may be unable to deliver on their commitments, which could negatively impact our business. • Fluctuations in foreign currency exchange rates may adversely impact our financial results. • Our investments in port destinations and exclusive islands may expose us to additional risks. • Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our cruise sales, pricing and destination options. • Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests. • Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-corruption, economic sanctions, trade protection measures, labor and employment, and tax may be costly and lead to litigation, enforcement actions, fines, penalties and reputational damage. • Factors associated with sustainability and the impact of greenhouse gases and other emissions on the environment could have a material impact on our business and operating results. The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood. There may be additional risks that we consider immaterial or which are unknown. Additional information about the factors that may affect future results is contained in our most recent Annual Report on Form 10-K as well as our other filings with the SEC, all of which are available on the SEC's website at www.sec.gov . 21 Table of Contents Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals (including emissions and environmental-related matters). In addition, historical, current, and forward-looking sustainability-related statements may be based on standards and tools for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions and predictions that are subject to change in the future and may not be generally shared. New Accounting Pronouncements Refer to Note 1 - “ General ” of the consolidated financial statements for additional discussion regarding Accounting Pronouncements . Critical Accounting Estimates For a discussion of our critical accounting estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that is included in the Form 10-K. Seasonality Our Passenger ticket revenues are seasonal. Demand for cruises has been greatest during our third quarter, which includes the Northern Hemisphere summer months. This higher demand during the third quarter results in higher ticket prices and occupancy levels and, accordingly, the largest share of our operating income is typically earned during this period. Our results are also impacted by ships being taken out-of-service for planned maintenance, which we schedule during non-peak seasons. In addition, substantially all of Holland America Princess Alaska Tours’ revenue and operating income is generated from May through September in conjunction with Alaska’s cruise season. Known Trends and Uncertainties Recent geopolitical tensions and related concerns have and could continue to impact our profitability and 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. 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. 22 Table of Contents Statistical Information Three Months Ended May 31, Six Months Ended May 31, 2026 2025 2026 2025 Passenger Cruise Days (“PCDs”) (in millions) (a) 25.7 25.3 50.2 49.6 Available Lower Berth Days (“ALBDs”) (in millions) (b) (c) 24.7 24.2 48.4 47.8 Occupancy percentage (d) 104 % 104 % 104 % 104 % Passengers carried (in millions) 3.4 3.4 6.5 6.5 Fuel consumption in metric tons (in millions) 0.7 0.7 1.4 1.4 Fuel consumption in metric tons per thousand ALBDs 28.2 29.9 28.6 30.1 Fuel cost per metric ton consumed (excluding emission allowances) $ 793 $ 614 $ 677 $ 628 Currencies (USD to 1) AUD $ 0.71 $ 0.63 $ 0.69 $ 0.63 CAD $ 0.73 $ 0.71 $ 0.73 $ 0.70 EUR $ 1.16 $ 1.11 $ 1.17 $ 1.08 GBP $ 1.34 $ 1.31 $ 1.35 $ 1.28 Notes to Statistical Information (a) PCD represents the number of cruise passengers on a voyage multiplied by the number of revenue-producing ship operating days for that voyage. (b) ALBD is a standard measure of passenger capacity for the period that we use to approximate rate and capacity variances, based on consistently applied formulas that we use to perform analyses to determine the main non-capacity driven factors that cause our cruise revenues and expenses to vary. ALBDs assume that each cabin we offer for sale accommodates two passengers and is computed by multiplying passenger capacity by revenue-producing ship operating days in the period. (c) For the three 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. (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. 23 Table of Contents Three Months Ended May 31, 2026 (“2026”) Compared to Three Months Ended May 31, 2025 (“2025”) Revenues Consolidated 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. This increase was caused by: • $80 million - 2.0% capacity increase in ALBDs • $61 million - higher ticket prices • $60 million - net favorable foreign currency translation impact These increases were partially offset by a decrease of $36 million in air transportation revenue. 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. This increase was driven by: • $76 million - higher onboard spending by our guests • $53 million - 2.0% capacity increase in ALBDs North America Segment 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. 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. This increase was caused by: • $79 million - higher onboard spending by our guests • $55 million - 3.4% capacity increase in ALBDs Europe Segment 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. This increase was caused by: • $60 million - net favorable foreign currency translation impact • $49 million - higher ticket prices • $17 million - 1.1 percentage point increase in occupancy These increases were partially offset by a decrease of $27 million in air transportation revenue. 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. 24 Table of Contents Operating Expenses Consolidated Operating expenses increased by $339 million, or 8.7%, to $4.2 billion in 2026 from $3.9 billion in 2025. This increase was caused by: • $121 million - higher fuel prices • $103 million - nonrecurrence of gains from the sale of one North America segment ship and one Europe segment ship in 2025 • $82 million - 2.0% capacity increase in ALBDs • $44 million - net unfavorable foreign currency translation impact • $30 million - higher cruise Payroll and related expenses driven by higher crew travel costs resulting from the Middle East conflict These increases were partially offset by: • $42 million - lower repair and maintenance expenses (including dry-dock expenses) • $23 million - lower fuel consumption per ALBD Selling and administrative expenses increased by $47 million, or 5.8%, to $863 million in 2026 from $816 million in 2025. Depreciation and amortization expenses increased by $31 million, or 4.4%, to $723 million in 2026 from $692 million in 2025. North America Segment Operating expenses increased by $184 million, or 7.1%, to $2.8 billion in 2026 from $2.6 billion in 2025. This increase was caused by: • $87 million - 3.4% capacity increase in ALBDs • $85 million - higher fuel prices • $46 million - nonrecurrence of a gain from the sale of one ship in 2025 These increases were partially offset by: • $20 million - lower fuel consumption per ALBD • $18 million - lower repair and maintenance expenses (including dry-dock expenses) Selling and administrative expenses increased by $21 million, or 4.4%, to $493 million in 2026 from $473 million in 2025. Depreciation and amortization expenses increased by $27 million, or 6.1%, to $477 million in 2026 from $450 million in 2025. Europe Segment Operating expenses increased by $126 million, or 10%, to $1.3 billion in 2026 from $1.2 billion in 2025. This increase was caused by: • $57 million - nonrecurrence of a gain from the sale of one ship in 2025 • $44 million - net unfavorable foreign currency translation impact • $35 million - higher fuel prices • $19 million - higher cruise Payroll and related expenses driven by higher crew travel costs resulting from the Middle East conflict These increases were partially offset by $24 million of lower repair and maintenance expenses (including dry-dock expenses). Selling and administrative expenses increased by $11 million, or 4.6%, to $260 million in 2026 from $248 million in 2025. Depreciation and amortization expenses increased by $16 million, or 8.5%, to $203 million in 2026 from $187 million in 2025. 25 Table of Contents Operating Income 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. Nonoperating Income (Expense) 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. Six Months Ended May 31, 2026 (“2026”) Compared to Six Months Ended May 31, 2025 (“2025”) Revenues Consolidated 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. This increase was caused by: • $218 million - net favorable foreign currency translation impact • $104 million - higher ticket prices • $96 million - 1.2% capacity increase in ALBDs These increases were partially offset by a decrease of $62 million in air transportation revenue. 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. This increase was driven by: • $181 million - higher onboard spending by our guests • $68 million - 1.2% capacity increase in ALBDs • $67 million - net favorable foreign currency translation impact These increases were partially offset by a 0.1 percentage point decrease in occupancy, representing $20 million. North America Segment Passenger ticket revenues made up 60% of our North America segment’s 2026 total revenues. Passenger ticket revenues increased by $91 million, or 1.8%, to $5.1 billion in 2026 from $5.0 billion in 2025. This increase was caused by: • $121 million - 2.4% capacity increase in ALBDs • $35 million - higher ticket prices These increases were partially offset by a 1.2 percentage point decrease in occupancy, representing $57 million. The remaining 40% of our North America segment’s 2026 total revenues were comprised of Onboard and other revenues, which increased by $219 million, or 7.0%, to $3.3 billion in 2026 from $3.1 billion in 2025. This increase was caused by: • $171 million - higher onboard spending by our guests • $75 million - 2.4% capacity increase in ALBDs These increases were partially offset by a 1.2 percentage point decrease in occupancy, representing $36 million. 26 Table of Contents Europe Segment Passenger ticket revenues made up 77% of our Europe segment’s 2026 total revenues. Passenger ticket revenues increased by $265 million, or 9.0%, to $3.2 billion in 2026 from $3.0 billion in 2025. This increase was caused by: • $218 million - net favorable foreign currency translation impact • $69 million - higher ticket prices • $53 million - 1.8 percentage point increase in occupancy These increases were partially offset by: • $47 million - decrease in air transportation revenue • $25 million - 0.8% capacity decrease in ALBDs 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. Operating Expenses Consolidated Operating expenses increased by $512 million, or 6.7%, to $8.2 billion in 2026 from $7.7 billion in 2025. This increase was caused by: • $170 million - net unfavorable foreign currency translation impact • $103 million - nonrecurrence of gains from the sale of one North America segment ship and one Europe segment ship in 2025 • $101 million - 1.2% capacity increase in ALBDs • $65 million - higher fuel prices • $38 million - higher cruise Payroll and related expenses driven by higher crew travel costs resulting from the Middle East conflict • $34 million - higher repair and maintenance expenses (including dry-dock expenses) • $28 million - higher emission allowance costs due to a greater volume of emissions subject to the ETS in 2026 compared to 2025 • $24 million - higher port expenses These increases were partially offset by: • $49 million - lower fuel consumption per ALBD • $31 million - lower Commissions, transportation and other expenses driven by lower air transportation expenses Selling and administrative expenses increased by $123 million, or 7.4%, to $1.8 billion in 2026 from $1.7 billion in 2025. Depreciation and amortization expenses increased by $72 million, or 5.4%, to $1.4 billion in 2026 from $1.3 billion in 2025. North America Segment Operating expenses increased by $200 million, or 4.0%, to $5.2 billion in 2026 from $5.0 billion in 2025. This increase was caused by: • $121 million - 2.4% capacity increase in ALBDs • $48 million - higher fuel prices • $46 million - nonrecurrence of a gain from the sale of one ship in 2025 • $21 million - higher cruise Payroll and related expenses driven by higher crew travel costs resulting from the Middle East conflict These increases were partially offset by $39 million of lower fuel consumption per ALBD. Selling and administrative expenses increased by $36 million, or 3.7%, and were $1.0 billion in 2026 and 2025. 27 Table of Contents Depreciation and amortization expenses increased by $54 million, or 6.1%, to $937 million in 2026 from $884 million in 2025. Europe Segment Operating expenses increased by $277 million, or 11%, to $2.8 billion in 2026 from $2.5 billion in 2025. This increase was caused by: • $173 million - net unfavorable foreign currency translation impact • $57 million - nonrecurrence of a gain from the sale of one ship in 2025 • $23 million - higher emission allowance costs due to a greater volume of emissions subject to the ETS in 2026 compared to 2025 • $20 million - higher port expenses • $17 million - higher fuel prices • $17 million - higher cruise Payroll and related expenses driven by higher crew travel costs resulting from the Middle East conflict These increases were partially offset by: • $35 million - lower Commissions, transportation and other expenses driven by lower air transportation expenses • $21 million - 0.8% capacity decrease in ALBDs Selling and administrative expenses increased by $44 million, or 8.9%, to $543 million in 2026 from $499 million in 2025. 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. Operating Income 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. Nonoperating Income (Expense) 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. Other income (expense), net changed by $66 million, to $(70) million in 2026 from $(4) million in 2025 principally due to foreign currency remeasurement. Liquidity, Financial Condition and Capital Resources 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 additio n, we had $10.8 billion of undrawn export credit facilities to fund future ship deliveries . 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. 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. 28 Table of Contents Sources and Uses of Cash Operating Activities 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. Investing Activities During the six months ended May 31, 2026, net cash used in investing activities was $1.5 billion. This was caused by: • 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 • Advances of $46 million to one of our equity method investments During the six months ended May 31, 2025, net cash used in investing activities was $1.2 billion. This was driven by: • Capital expenditures of $1.5 billion primarily attributable to ship improvements and developments in our port destinations and exclusive islands • Proceeds of $312 million substantially all from the sales of one North America segment ship and one Europe segment ship Financing Activities During the six months ended May 31, 2026, net cash used in financing activities of $2.1 billion was driven by: • Repayments of $1.2 billion of long-term debt • Dividends of $414 million • Share repurchases of $381 million During the six months ended May 31, 2025, net cash used in financing activities of $1.2 billion was caused by: • Repayments of $5.1 billion of long-term debt • Debt issuance costs of $41 million • Debt extinguishment costs of $197 million • Issuances of $4.1 billion of long-term debt 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 May 31, 2026 $ — $ 1.3 $ 1.3 $ 1.7 $ 1.5 $ 4.9 Our export credit facilities contain various financial covenants as described in Note 3 - “ Debt ”. At May 31, 2026 , we were in compliance with the applicable covenants under our debt agreements.