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. Examples of these factors include, but are not limited to, those discussed in "Item 1A. Risk Factors," included in the Form 10-K.
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 are typically scheduled during non-peak seasons. In addition, 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
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. While we continue to experience increased fuel prices, any further 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 subject to the ETS and the expected impact is approximately $160 million.
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.
Statistical Information
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Three Months Ended
August 31,
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Nine Months Ended
August 31,
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2026
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2025
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2026
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2025
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Passenger Cruise Days ("PCDs") (in millions) (a)
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27.9
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27.5
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78.0
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77.1
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Available Lower Berth Days ("ALBDs") (in millions) (b)(c)
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24.9
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24.6
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73.3
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72.3
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Occupancy percentage (d)
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111.8
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%
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111.7
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%
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106.5
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%
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106.5
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%
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Passengers carried (in millions)
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3.9
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3.8
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10.5
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10.3
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Fuel consumption in metric tons (in millions)
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0.7
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0.7
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2.1
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2.1
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Fuel consumption in metric tons per thousand ALBDs
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26.9
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28.0
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28.0
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29.4
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Fuel cost per metric ton consumed (excluding emission allowances)
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$
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826
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$
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607
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$
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726
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$
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621
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Currencies (USD to 1)
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AUD
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$
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0.70
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$
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0.65
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$
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0.70
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$
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0.64
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CAD
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$
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0.71
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$
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0.73
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$
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0.72
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$
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0.71
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EUR
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$
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1.15
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$
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1.16
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$
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1.16
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$
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1.10
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GBP
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$
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1.34
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$
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1.35
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$
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1.34
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$
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1.30
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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 nine months ended August 31, 2026 compared to the three and nine months ended August 31, 2025, we had a 1.5% capacity increase and a 1.3% 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.
Three Months Ended August 31, 2026 ("2026") Compared to Three Months Ended August 31, 2025 ("2025")
Revenues
Consolidated
Passenger ticket revenues made up 66% of our 2026 total revenues. Passenger ticket revenues increased by $99 million, or 1.8%, to $5.5 billion in 2026 from $5.4 billion in 2025.
This increase was caused by:
•$80 million - 1.5% capacity increase in ALBDs
•$36 million - higher ticket prices
The remaining 34% of 2026 total revenues were comprised of Onboard and other revenues, which increased by $183 million, or 6.7%, to $2.9 billion in 2026 from $2.7 billion in 2025.
This increase was driven by:
•$104 million - higher onboard spending by our guests
•$47 million - 1.5% capacity increase in ALBDs
North America Segment
Passenger ticket revenues made up 63% of our North America segment's 2026 total revenues. Passenger ticket revenues increased by $57 million, or 1.6% and were $3.5 billion in 2026 and 2025. This increase was caused by a 2.7% capacity increase in ALBDs, representing $92 million, partially offset by lower ticket prices of $40 million.
The remaining 37% of our North America segment's 2026 total revenues were comprised of Onboard and other revenues, which increased by $138 million, or 7.3%, to $2.0 billion in 2026 from $1.9 billion in 2025.
This increase was driven by:
•$79 million - higher onboard spending by our guests
•$50 million - 2.7% capacity increase in ALBDs
Europe Segment
Passenger ticket revenues made up 78% of our Europe segment's 2026 total revenues. Passenger ticket revenues increased by $39 million, or 2.0%, and were $2.0 billion in 2026 and 2025. This increase was caused by $75 million of higher ticket prices.
The remaining 22% of our Europe segment's 2026 total revenues were comprised of Onboard and other revenues, which increased by $16 million, or 2.7%, to $585 million in 2026 from $569 million in 2025.
Operating Expenses
Consolidated
Operating expenses increased by $243 million, or 5.5%, to $4.6 billion in 2026 from $4.4 billion in 2025.
This increase was caused by:
•$149 million - higher fuel prices
•$70 million - 1.5% capacity increase in ALBDs
•$26 million - higher emission allowance costs due to an increase in the percentage of emissions subject to the ETS in 2026 compared to 2025
Selling and administrative expenses increased by $55 million, or 7.1%, to $834 million in 2026 from $779 million in 2025.
Depreciation and amortization expenses increased by $36 million, or 5.0%, to $754 million in 2026 from $717 million in 2025.
North America Segment
Operating expenses increased by $173 million, or 5.9%, to $3.1 billion in 2026 from $2.9 billion in 2025.
This increase was caused by:
•$107 million - higher fuel prices
•$78 million - 2.7% capacity increase in ALBDs
Selling and administrative expenses increased by $36 million, or 8.3%, to $472 million in 2026 from $436 million in 2025.
Depreciation and amortization expenses increased by $27 million, or 5.9%, to $489 million in 2026 from $461 million in 2025.
Europe Segment
Operating expenses increased by $54 million, or 4.2%, to $1.4 billion in 2026 from $1.3 billion in 2025.
This increase was caused by:
•$42 million - higher fuel prices
•$18 million - higher emission allowance costs due to an increase in the percentage of emissions subject to the ETS in 2026 compared to 2025
Selling and administrative expenses increased by $19 million, or 7.6%, to $263 million in 2026 from $244 million in 2025.
Depreciation and amortization expenses increased by $18 million, or 9.1%, to $214 million in 2026 from $196 million in 2025.
Operating Income
Our consolidated operating income decreased by $52 million to $2.2 billion in 2026 from $2.3 billion in 2025. Our North America segment's operating income decreased by $41 million and was $1.5 billion in 2026 and 2025. Our Europe segment's operating income decreased by $37 million to $774 million in 2026 from $810 million in 2025. These changes were primarily due to the reasons discussed above.
Nonoperating Income (Expense)
Interest expense, net of capitalized interest decreased by $31 million, or 9.9%, to $285 million in 2026 from $317 million in 2025. The decrease was caused by a decrease in total debt, partially offset by decreased capitalized interest.
Nine Months Ended August 31, 2026 ("2026") Compared to Nine Months Ended August 31, 2025 ("2025")
Revenues
Consolidated
Passenger ticket revenues made up 65% of our 2026 total revenues. Passenger ticket revenues increased by $458 million, or 3.4%, to $13.8 billion in 2026 from $13.4 billion in 2025.
This increase was caused by:
•$202 million - net favorable foreign currency translation impact
•$173 million - 1.3% capacity increase in ALBDs
•$141 million - higher ticket prices
These increases were partially offset by a decrease in air transportation revenue, representing $66 million.
The remaining 35% of 2026 total revenues were comprised of Onboard and other revenues, which increased by $513 million, or 7.4%, to $7.4 billion in 2026 from $6.9 billion in 2025.
This increase was driven by:
•$285 million - higher onboard spending by our guests
•$114 million - 1.3% capacity increase in ALBDs
•$62 million - net favorable foreign currency translation impact
North America Segment
Passenger ticket revenues made up 62% of our North America segment's 2026 total revenues. Passenger ticket revenues increased by $148 million, or 1.7%, to $8.6 billion in 2026 from $8.5 billion in 2025. This increase was caused by a 2.5% capacity increase in ALBDs, representing $211 million, partially offset by a 0.7 percentage point decrease in occupancy, representing $57 million.
The remaining 38% of our North America segment's 2026 total revenues were comprised of Onboard and other revenues, which increased by $357 million, or 7.1%, to $5.4 billion in 2026 from $5.0 billion in 2025.
This increase was caused by:
•$251 million - higher onboard spending by our guests
•$125 million - 2.5% 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 $303 million, or 6.1%, to $5.2 billion in 2026 from $4.9 billion in 2025.
This increase was caused by:
•$202 million - net favorable foreign currency translation impact
•$138 million - higher ticket prices
•$49 million - 1.0 percentage point increase in occupancy
These increases were partially offset by a decrease in air transportation revenue, representing $47 million.
The remaining 23% of our Europe segment's 2026 total revenues were comprised of Onboard and other revenues, which increased by $102 million, or 7.0%, to $1.6 billion in 2026 from $1.5 billion in 2025.
This increase was driven by:
•$62 million - net favorable foreign currency translation impact
•$34 million - higher onboard spending by our guests
Operating Expenses
Consolidated
Operating expenses increased by $755 million, or 6.3%, to $12.8 billion in 2026 from $12.0 billion in 2025.
This increase was driven by:
•$212 million - higher fuel prices
•$170 million - 1.3% capacity increase in ALBDs
•$160 million - net unfavorable foreign currency translation impact
•$103 million - nonrecurrence of gains on sale of ships in 2025
•$54 million - higher emission allowance costs due to an increase in the percentage of emissions subject to the ETS in 2026 compared to 2025
These increases were partially offset by lower fuel consumption per ALBD of $66 million.
Selling and administrative expenses increased by $178 million, or 7.3%, to $2.6 billion in 2026 from $2.4 billion in 2025.
Depreciation and amortization expenses increased by $109 million, or 5.3%, to $2.2 billion in 2026 from $2.1 billion in 2025.
North America Segment
Operating expenses increased by $372 million, or 4.7%, to $8.3 billion in 2026 from $8.0 billion in 2025.
This increase was caused by:
•$199 million - 2.5% capacity increase in ALBDs
•$153 million - higher fuel prices
•$46 million - nonrecurrence of a gain from the sale of one ship in 2025
•$23 million - higher travel agent commissions, transportation and related costs
These increases were partially offset by lower fuel consumption per ALBD of $51 million.
Selling and administrative expenses increased by $72 million, or 5.1%, to $1.5 billion in 2026 from $1.4 billion in 2025.
Depreciation and amortization expenses increased by $81 million, or 6.0%, to $1.4 billion in 2026 from $1.3 billion in 2025.
Europe Segment
Operating expenses increased by $332 million, or 8.8%, to $4.1 billion in 2026 from $3.8 billion in 2025.
This increase was driven by:
•$163 million - net unfavorable foreign currency translation impact
•$59 million - higher fuel prices
•$57 million - nonrecurrence of a gain from the sale of one ship in 2025
•$41 million - higher emission allowance costs due to an increase in the percentage of emissions subject to the ETS in 2026 compared to 2025
These increases were partially offset by lower air transportation expenses of $40 million.
Selling and administrative expenses increased by $63 million, or 8.5%, to $806 million in 2026 from $743 million in 2025.
Depreciation and amortization expenses increased by $59 million, or 11%, to $611 million in 2026 from $552 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 $70 million and was $3.7 billion in 2026 and 2025. Our North America segment's operating income decreased by $21 million and was $2.7 billion in 2026 and 2025. Our Europe segment's operating income decreased by $49 million and was $1.3 billion in 2026 and 2025. These changes were primarily due to the reasons discussed above.
Nonoperating Income (Expense)
Interest expense, net of capitalized interest decreased by $172 million, or 17%, to $0.9 billion in 2026 from $1.0 billion in 2025. The decrease was caused by a decrease in total debt and lower average interest rates, partially offset by decreased capitalized interest.
Liquidity, Financial Condition and Capital Resources
As of August 31, 2026, we had $5.7 billion of liquidity including $1.2 billion of cash and cash equivalents and $4.5 billion available for borrowing under our multicurrency revolving credit facility. In addition, we had $10.7 billion of undrawn export credit facilities to fund future ship deliveries.
We had a working capital deficit of $9.1 billion and $8.9 billion as of August 31, 2026 and November 30, 2025. We operate with a substantial working capital deficit, largely due to our business model in which guest cruise ticket 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 with a relatively low level of accounts receivable and inventories. These customer deposits are used alongside other cash sources to fund operations, service debt, and support capital investments.
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 $5.3 billion of net cash flows from operating activities during the nine months ended August 31, 2026, an increase of $603 million, compared to $4.7 billion provided for the same period in 2025. This was caused by an improvement in our earnings with $2.7 billion of net income in 2026 compared to $2.3 billion of net income in 2025, as well as the nonrecurrence of gains from the sale of one North America segment ship and one Europe segment ship in 2025 and other working capital changes, partially offset by the nonrecurrence of losses on debt extinguishment in 2025.
Investing Activities
During the nine months ended August 31, 2026, net cash used in investing activities was $2.2 billion. This was caused by:
•Capital expenditures of $2.1 billion principally attributable to ship improvements, our ongoing new shipbuilding program and development of our portfolio of exclusive destinations
•Advances of $50 million to two of our equity method investments
During the nine months ended August 31, 2025, net cash used in investing activities was $1.8 billion. This was caused by:
•Capital expenditures of $2.1 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
•Advances of $90 million to one of our equity method investments
Financing Activities
During the nine months ended August 31, 2026, net cash used in financing activities of $3.8 billion was driven by:
•Repayments of $2.2 billion of long-term debt
•Debt issuance costs of $51 million
•Dividends of $618 million
•Share repurchases of $929 million
During the nine months ended August 31, 2025, net cash used in financing activities of $2.4 billion was caused by:
•Repayments of $10.7 billion of long-term debt
•Debt issuance costs of $68 million
•Debt extinguishment costs of $242 million
•Issuances of $8.6 billion of long-term debt
Funding Sources
We plan to use existing liquidity and future cash flows from operations to fund our cash requirements including capital expenditures not funded by our export credit facilities.
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(in billions)
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2026
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2027
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2028
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2029
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2030
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Thereafter
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|
Future export credit facilities at August 31, 2026
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$
|
-
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|
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$
|
1.3
|
|
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$
|
1.3
|
|
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$
|
1.7
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|
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$
|
1.5
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|
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$
|
4.9
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Our export credit facilities contain various financial covenants as described in Note 3 - "Debt". At August 31, 2026, we were in compliance with the applicable covenants under our debt agreements.
Supplemental Guarantor Financial Information
On September 29, 2026, we expect to file a Shelf Registration Statement on Form S-3 with the SEC, pursuant to which Carnival Corporation Ltd. may from time to time offer debt securities, which may be unconditionally guaranteed, jointly and severally on an unsecured basis by its wholly owned consolidated subsidiary, Carnival UK Ltd.
The following summarized financial information reflects, on a combined basis, the assets, liabilities, and results of operations of Carnival Corporation Ltd. and Carnival UK Ltd. (the "Obligor Group"). Intercompany balances and transactions among the Obligor Group have been eliminated. Amounts attributable to the Obligor Group's investment in consolidated subsidiaries of Carnival Corporation Ltd. or Carnival UK Ltd. (the "Non-Obligor Subsidiaries") have been excluded.
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Nine Months Ended August 31, 2026
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Year Ended November 30, 2025
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Revenues
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$
|
9,636
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|
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$
|
12,910
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Operating income
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$
|
1,604
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|
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$
|
2,080
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|
|
Net income
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$
|
790
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|
|
$
|
297
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|
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August 31, 2026
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|
November 30, 2025
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|
Current assets - excluding due from Non-Obligor Subsidiaries
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$
|
1,876
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|
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$
|
2,565
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|
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Current assets - due from Non-Obligor Subsidiaries
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$
|
3,093
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|
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$
|
4,926
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Noncurrent assets
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$
|
24,840
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|
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$
|
22,409
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Current liabilities
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$
|
6,469
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|
|
$
|
7,265
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Noncurrent liabilities
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$
|
22,022
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|
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$
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24,066
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