Carnival plc(CUK) - 2025 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. Financial Statements This section presents Carnival Corporation & plc's unaudited consolidated financial statements, including income, comprehensive income, balance sheets, cash flows, and shareholders' equity, with detailed explanatory notes Consolidated Statements of Income (Loss) This table presents the consolidated statements of income and loss, detailing revenues, expenses, operating income, and net income for specified periods Consolidated Statements of Income (Loss) (in millions, except per share data) | Item | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total Revenues | $8,153 | $7,896 | $20,292 | $19,083 | | Total Cruise and tour operating expenses | $4,385 | $4,303 | $12,037 | $11,805 | | Selling and administrative expense | $779 | $763 | $2,442 | $2,366 | | Depreciation and amortization expense | $717 | $651 | $2,064 | $1,898 | | Operating Income | $2,271 | $2,178 | $3,748 | $3,013 | | Interest expense, net | $(317) | $(431) | $(1,034) | $(1,352) | | Debt extinguishment and modification costs | $(111) | $(13) | $(366) | $(78) | | Net Income | $1,852 | $1,735 | $2,338 | $1,613 | | Basic Earnings Per Share | $1.41 | $1.37 | $1.78 | $1.27 | | Diluted Earnings Per Share | $1.33 | $1.26 | $1.71 | $1.21 | Consolidated Statements of Comprehensive Income (Loss) This table presents the consolidated statements of comprehensive income, detailing net income and other comprehensive income components Consolidated Statements of Comprehensive Income (Loss) (in millions) | Item | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------------------------- | :------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | | Net Income | $1,852 | $1,735 | $2,338 | $1,613 | | Change in foreign currency translation adjustment | $18 | $64 | $233 | $71 | | Other Comprehensive Income (Loss) | $39 | $26 | $260 | $45 | | Total Comprehensive Income (Loss) | $1,890 | $1,761 | $2,598 | $1,658 | Consolidated Balance Sheets This table presents the consolidated balance sheets, detailing assets, liabilities, and shareholders' equity at specific dates Consolidated Balance Sheets (in millions) | Item | August 31, 2025 | November 30, 2024 | | :---------------------------------- | :---------------- | :---------------- | | ASSETS | | | | Cash and cash equivalents | $1,763 | $1,210 | | Total current assets | $3,868 | $3,378 | | Property and Equipment, Net | $42,889 | $41,795 | | Total Assets | $50,831 | $49,057 | | LIABILITIES AND SHAREHOLDERS' EQUITY | | | | Total current liabilities | $11,436 | $11,617 | | Long-Term Debt | $25,064 | $25,936 | | Total Shareholders' Equity | $11,928 | $9,251 | | Total Liabilities and Shareholders' Equity | $50,831 | $49,057 | Consolidated Statements of Cash Flows This table presents the consolidated statements of cash flows, detailing cash flows from operating, investing, and financing activities Consolidated Statements of Cash Flows (in millions) | Item | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $4,700 | $5,012 | | Net cash provided by (used in) investing activities | $(1,815) | $(3,961) | | Net cash provided by (used in) financing activities | $(2,355) | $(1,953) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $560 | $(893) | | Cash, cash equivalents and restricted cash at end of period | $1,792 | $1,543 | Consolidated Statements of Shareholders' Equity This table presents the consolidated statements of shareholders' equity, detailing changes in equity over specified periods Consolidated Statements of Shareholders' Equity (in millions) | Item | At May 31, 2025 | At Aug 31, 2025 | At Nov 30, 2024 | At Aug 31, 2024 | | :---------------------------------- | :-------------- | :-------------- | :-------------- | :-------------- | | Total shareholders' equity (3 months) | $10,007 | $11,928 | N/A | $8,597 | | Total shareholders' equity (9 months) | N/A | $11,928 | $9,251 | $8,597 | Notes to Consolidated Financial Statements This section provides detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, debt, contingencies, fair value measurements, segment information, earnings per share, and supplemental cash flow data NOTE 1 – General This note outlines the basis of presentation, accounting policies, and recent pronouncements affecting the financial statements - Carnival Corporation & plc's consolidated financial statements are unaudited and include normal recurring adjustments. Operations are seasonal, with interim results not necessarily indicative of the full year. The interim statements should be read in conjunction with the 2024 Form 10-K[22][23] - In March 2025, the P&O Cruises (Australia) brand was sunsetted, and its operations were integrated into Carnival Cruise Line[25] - New FASB guidance on Segment Reporting (effective 2025/2026) will affect segment reporting disclosures but not the Consolidated Statements of Income (Loss) or Balance Sheets[26] - New FASB guidance on Income Taxes (effective 2026) requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction[27] NOTE 2 – Revenue and Expense Recognition This note details policies for recognizing revenue from passenger tickets, onboard activities, and associated expenses - Guest cruise deposits and advance onboard purchases are initially recorded as customer deposits and recognized as revenue upon voyage completion (for voyages 10 nights or less) or on a pro rata basis (for voyages over 10 nights)[31] - As of August 31, 2025, total customer deposits were $7.1 billion, up from $6.8 billion as of November 30, 2024[34] - During the nine months ended August 31, 2025, $5.8 billion in revenues were recognized from customer deposits, compared to $5.1 billion in the prior year[34] - Incremental travel agent commissions and credit/debit card fees are recognized as assets within prepaid expenses and other, then expensed at revenue recognition or voyage cancellation[36] NOTE 3 – Debt This note provides a detailed breakdown of the company's debt structure, activities, and covenants Total Debt (in millions) | Item | August 31, 2025 | November 30, 2024 | | :------------------------------------------ | :---------------- | :---------------- | | Total Debt | $27,188 | $28,213 | | Less: unamortized debt issuance costs and discounts | $(707) | $(738) | | Total Debt, net | $26,481 | $27,475 | | Less: current portion of long-term debt | $(1,417) | $(1,538) | | Long-Term Debt | $25,064 | $25,936 | Scheduled Maturities of Debt as of August 31, 2025 (in millions) | Year | Principal Payments | | :---------------- | :----------------- | | Remainder of 2025 | $261 | | 2026 | $1,426 | | 2027 | $1,959 | | 2028 | $5,034 | | 2029 | $4,832 | | Thereafter | $13,675 | | Total | $27,188 | - In June 2025, Carnival Corporation and Carnival plc entered into a new $4.5 billion unsecured multi-currency revolving credit facility, replacing previous facilities and maturing in June 2030[40] - During 2025, the company issued $9.2 billion in senior unsecured notes and borrowed $0.4 billion under an unsecured term loan facility[45][51] - The company prepaid $9.6 billion of debt instruments during 2025, including senior secured term loans and various senior unsecured notes[46][51] - Debt extinguishment and modification costs totaled $111 million for the three months and $366 million for the nine months ended August 31, 2025, due to debt transactions[47] - As of August 31, 2025, the company had $8.7 billion of undrawn export credit facilities to fund ship deliveries through 2033[48] - As of August 31, 2025, the company was in compliance with all applicable covenants under its debt agreements, including minimum interest coverage, minimum issued capital and reserves, and debt to capital limits[52][57] NOTE 4 – Contingencies and Commitments This note details legal proceedings, regulatory inquiries, and commitments for new ship growth capital - The company is routinely involved in legal proceedings and government investigations, recording provisions when an unfavorable outcome is probable and estimable[53][54] - A lawsuit under the Helms-Burton Act resulted in a $110 million judgment against Carnival Corporation, which was reversed on appeal. The case is pending further proceedings after a petition to the Supreme Court[56] - Two purported class actions related to COVID-19 in Australia and Italy remain pending. The Australian court found liability for negligence and breach of consumer protection warranties for the lead plaintiff, but awarded minimal damages. The Italian court rejected most claims[58] - The U.S. Department of Justice and EPA notified the company of potential civil penalties for alleged Clean Water Act violations, with a resolution pending[61] New Ship Growth Capital Commitments as of August 31, 2025 (in billions) | Year | Commitments | | :---------------- | :------------ | | Remainder of 2025 | $0.9 | | 2026 | $0.5 | | 2027 | $1.6 | | 2028 | $1.5 | | 2029 | $1.8 | | Thereafter | $6.5 | NOTE 5 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks This note defines fair value levels, presents financial instrument values, and discusses risk management strategies Fair Value of Debt (in millions) | Item | Carrying Value (Aug 31, 2025) | Fair Value (Aug 31, 2025) | Carrying Value (Nov 30, 2024) | Fair Value (Nov 30, 2024) | | :---------------- | :---------------------------- | :-------------------------- | :---------------------------- | :-------------------------- | | Fixed rate debt | $23,418 | $24,856 | $22,449 | $23,241 | | Floating rate debt | $3,770 | $3,742 | $5,764 | $5,685 | | Total Debt | $27,188 | $28,598 | $28,213 | $28,927 | - The company manages fuel price risk through fleet optimization, energy efficiency, itinerary efficiency, new technologies, and alternative fuels[75] - Foreign currency exchange rate risks are managed through operating and financing activities, including netting exposures and using derivative instruments for ship commitments and net investments[76] - Interest rate risks are managed by adjusting the mix of fixed and floating rate debt through interest rate swaps, refinancing, and new debt issuances[80] - Credit risk concentrations are monitored and managed by conducting business with established financial institutions, diversifying counterparties, and adhering to credit rating and investment maturity guidelines[81][85] NOTE 6 – Segment Information This note provides financial information by reportable segment and breaks down revenue by geographic guest sourcing - The company's four reportable segments are North America cruise operations, Europe cruise operations, Cruise Support (port destinations and exclusive islands), and Tour and Other (Holland America Princess Alaska Tours)[83][84] Operating Income (Loss) by Segment (in millions) | Segment | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | North America | $1,515 | $1,442 | $2,723 | $2,239 | | Europe | $810 | $770 | $1,318 | $1,058 | | Cruise Support | $(125) | $(104) | $(328) | $(313) | | Tour and Other | $71 | $70 | $36 | $30 | | Total | $2,271 | $2,178 | $3,748 | $3,013 | Revenue by Geographic Area (in millions) | Geographic Area | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | North America | $5,000 | $4,975 | $12,242 | $11,638 | | Europe | $2,609 | $2,406 | $6,200 | $5,605 | | Australia | $313 | $288 | $1,048 | $1,069 | | Other | $231 | $226 | $801 | $771 | | Total | $8,153 | $7,896 | $20,292 | $19,083 | NOTE 7 – Earnings Per Share This note provides the calculation of basic and diluted earnings per share, including dilutive effects Earnings Per Share (in millions, except per share data) | Item | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :---------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income | $1,852 | $1,735 | $2,338 | $1,613 | | Basic earnings per share | $1.41 | $1.37 | $1.78 | $1.27 | | Diluted earnings per share | $1.33 | $1.26 | $1.71 | $1.21 | | Diluted weighted-average shares outstanding | 1,402 | 1,399 | 1,401 | 1,398 | NOTE 8 – Supplemental Cash Flow Information This note reconciles cash and cash equivalents and mentions non-cash activities Cash, Cash Equivalents and Restricted Cash (in millions) | Item | August 31, 2025 | November 30, 2024 | | :---------------------------------------------------------------- | :---------------- | :---------------- | | Cash and cash equivalents (Consolidated Balance Sheets) | $1,763 | $1,210 | | Restricted cash | $29 | $21 | | Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) | $1,792 | $1,231 | - In June 2025, $46 million of emission allowances and obligations were surrendered and derecognized as a non-cash activity[89] NOTE 9 – Property and Equipment This note reports on ship sales completed during 2025, including capacity reduction and charter agreements - During 2025, the company sold one North America segment ship (460 berths) and one Europe segment ship (2,700 berths), reducing passenger capacity[90] - The sold ships will continue to operate under bareboat charter agreements through May 2026 (North America) and September 2026 (Europe)[90] NOTE 10 – Equity Method Investments This note discloses the sale of a portion of the company's interest in Grand Bahama Shipyard Ltd - In June 2025, the company sold one-third of its interest in Grand Bahama Shipyard Ltd and Floating Docks S de RL, with no material impact on financial statements[91] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, condition, and future outlook Cautionary Note Concerning Factors That May Affect Future Results This section highlights forward-looking statements and various risks that could impact future results - The report contains forward-looking statements that involve risks and uncertainties, intended to qualify for safe harbors[92] - Key risk factors include geopolitical uncertainty, pandemics, inflation, higher fuel/interest rates, incidents concerning ships, regulatory non-compliance, climate change, cybersecurity incidents, loss of key personnel, supplier issues, foreign currency fluctuations, overcapacity, and debt[93] New Accounting Pronouncements This section refers to detailed discussions on new accounting pronouncements in the financial statements notes - Refer to Note 1 for additional discussion regarding new accounting pronouncements[98] Critical Accounting Estimates This section refers to detailed discussions on critical accounting estimates in the Form 10-K - For critical accounting estimates, refer to 'Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations' in the Form 10-K[99] Seasonality This section explains the seasonal nature of the company's revenues and operations - Passenger ticket revenues are seasonal, with the third quarter (Northern Hemisphere summer) experiencing the highest demand, ticket prices, occupancy, and operating income[100] - Results are also impacted by planned ship maintenance during non-peak seasons and the May-September Alaska cruise season for Holland America Princess Alaska Tours[100] Known Trends and Uncertainties This section identifies key trends and uncertainties, including fuel costs and regulatory impacts - Volatility in fuel costs is reasonably likely to impact profitability in both the short and long term[101] - Increasing focus on greenhouse gas emissions and new regulatory requirements, like the EU ETS, are reasonably likely to have a material negative impact on future financial results[101] - The EU ETS impact was $46 million in 2024 (40% of emissions), will affect 70% of emissions in 2025, and all in-scope emissions in 2026[101] Statistical Information This section provides key operational statistics, including passenger days, occupancy, and fuel data Key Operational Statistics | Metric | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2025 | Nine Months Ended Aug 31, 2024 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Passenger Cruise Days ("PCDs") (in millions) | 27.5 | 28.1 | 77.1 | 76.0 | | Available Lower Berth Days ("ALBDs") (in millions) | 24.6 | 25.2 | 72.3 | 71.7 | | Occupancy percentage | 112 % | 112 % | 107 % | 106 % | | Passengers carried (in millions) | 3.8 | 3.9 | 10.3 | 10.3 | | Fuel consumption in metric tons (in millions) | 0.7 | 0.7 | 2.1 | 2.2 | | Fuel consumption in metric tons per thousand ALBDs | 28.0 | 29.5 | 29.4 | 31.0 | | Fuel cost per metric ton consumed (excluding EU Allowances) | $607 | $670 | $621 | $680 | - For the three months ended August 31, 2025, ALBDs decreased by 2.5% (North America -3.1%, Europe -1.5%)[104] - For the nine months ended August 31, 2025, ALBDs increased by 0.9% (North America +0.8%, Europe +1.2%)[104] - North America capacity changes include new ships (Carnival Cruise Line, Princess Cruises) and ships leaving the fleet (Seabourn, P&O Cruises Australia)[105] - Europe capacity changes include a new Cunard ship and the transfer of a Costa Cruises ship to Carnival Cruise Line[106] Three Months Ended August 31, 2025 ("2025") Compared to Three Months Ended August 31, 2024 ("2024") This section analyzes financial performance for the three months ended August 31, 2025, compared to the prior year Revenues This section analyzes revenues for the specified period, detailing changes across segments - Consolidated passenger ticket revenues increased by $191 million (3.6%) to $5.4 billion, driven by higher ticket prices and favorable foreign currency translation, partially offset by a 2.5% capacity decrease[107][108] - Consolidated onboard and other revenues increased by $66 million (2.5%) to $2.7 billion, primarily due to higher onboard spending and favorable foreign currency translation, partially offset by capacity decrease[108][109] - North America segment passenger ticket revenues increased by $15 million (0.4%) to $3.5 billion, driven by higher ticket prices, partially offset by capacity decrease and lower air transportation revenue[110][111][112] - Europe segment passenger ticket revenues increased by $166 million (9.1%) to $2.0 billion, due to favorable foreign currency translation and higher ticket prices, partially offset by capacity decrease[113][117] - Europe segment onboard and other revenues increased by $54 million (11%) to $569 million, driven by favorable foreign currency translation and higher onboard spending[117][118] Operating Expenses This section analyzes operating expenses for the specified period, detailing changes across segments - Consolidated operating expenses increased by $82 million (1.9%) to $4.4 billion, driven by unfavorable foreign currency translation, higher onboard costs, payroll, port expenses, and commissions, partially offset by lower fuel prices and consumption[118][119][125] - North America segment operating expenses decreased by $65 million (2.2%) to $2.9 billion, primarily due to capacity decrease and lower fuel prices, partially offset by higher payroll[120][121][126] - Europe segment operating expenses increased by $135 million (12%) to $1.3 billion, driven by unfavorable foreign currency translation, higher payroll, and commissions[127][128][133] - Consolidated depreciation and amortization expenses increased by $66 million (10%) to $717 million, driven by fleet enhancements[119] Operating Income This section analyzes operating income for the specified period, detailing changes across segments - Consolidated operating income increased by $94 million to $2.3 billion[129] - North America segment operating income increased by $73 million to $1.5 billion[129] - Europe segment operating income increased by $40 million to $810 million[129] Nonoperating Income (Expense) This section analyzes nonoperating income (expense) for the specified period, detailing changes in interest and debt costs - Interest expense, net, decreased by $114 million (27%) to $317 million, due to lower total debt, average interest rates, and increased capitalized interest[130] - Debt extinguishment and modification costs increased by $98 million to $111 million, resulting from debt transactions[130] Nine Months Ended August 31, 2025 ("2025") Compared to Nine Months Ended August 31, 2024 ("2024") This section analyzes financial performance for the nine months ended August 31, 2025, compared to the prior year Revenues This section analyzes revenues for the specified period, detailing changes across segments - Consolidated passenger ticket revenues increased by $757 million (6.0%) to $13.4 billion, driven by higher ticket prices, capacity increase, favorable foreign currency translation, and increased occupancy[131][132][134] - Consolidated onboard and other revenues increased by $452 million (7.0%) to $6.9 billion, driven by higher onboard spending and capacity increase[132][133][134] - North America segment passenger ticket revenues increased by $283 million (3.5%) to $8.5 billion, due to higher ticket prices and capacity increase, partially offset by lower air transportation revenue[135][136][141] - North America segment onboard and other revenues increased by $306 million (6.5%) to $5.0 billion, driven by higher onboard spending and capacity increase[136][137][141] - Europe segment passenger ticket revenues increased by $452 million (10%) to $4.9 billion, driven by higher ticket prices, favorable foreign currency translation, increased occupancy, and capacity increase[137][138][141] - Europe segment onboard and other revenues increased by $143 million (11%) to $1.5 billion, driven by higher onboard spending and favorable foreign currency translation[138][139][141] Operating Expenses This section analyzes operating expenses for the specified period, detailing changes across segments - Consolidated operating expenses increased by $232 million (2.0%) to $12.0 billion, driven by capacity increase, higher onboard costs, commissions, repair/maintenance, and payroll, partially offset by gains on ship sales and lower fuel prices/consumption[139][140][142] - North America segment operating expenses decreased by $11 million (0.1%) to $8.0 billion, due to lower fuel prices/consumption and a gain on ship sale, partially offset by capacity increase and higher onboard costs[145][146][153] - Europe segment operating expenses increased by $227 million (6.4%) to $3.8 billion, driven by unfavorable foreign currency translation, higher commissions, capacity increase, repair/maintenance, and onboard costs, partially offset by a gain on ship sale[148][149][154] - Consolidated depreciation and amortization expenses increased by $166 million (8.7%) to $2.1 billion[144] Operating Income This section analyzes operating income for the specified period, detailing changes across segments - Consolidated operating income increased by $735 million to $3.7 billion[151] - North America segment operating income increased by $484 million to $2.7 billion[151] - Europe segment operating income increased by $260 million to $1.3 billion[151] Nonoperating Income (Expense) This section analyzes nonoperating income (expense) for the specified period, detailing changes in interest and debt costs - Interest expense, net, decreased by $317 million (23%) to $1.0 billion, due to lower total debt, average interest rates, and increased capitalized interest[152] - Debt extinguishment and modification costs increased by $288 million to $366 million, resulting from debt transactions[152] Liquidity, Financial Condition and Capital Resources This section discusses the company's liquidity, financial condition, capital resources, and cash flow activities - As of August 31, 2025, the company had $6.3 billion of liquidity, comprising $1.8 billion in cash and cash equivalents and $4.5 billion available under its Revolving Facility[155] - The company had a working capital deficit of $7.6 billion as of August 31, 2025, an improvement from $8.2 billion at November 30, 2024, primarily due to increased cash and decreased liabilities, partially offset by increased customer deposits[156] - The working capital deficit is mainly attributed to collecting passenger ticket receipts in advance, which remain current liabilities until sailing[156] - The company is not a party to any material off-balance sheet arrangements[157] Sources and Uses of Cash This section details the sources and uses of cash from operating, investing, and financing activities - Net cash from operating activities for the nine months ended August 31, 2025, was $4.7 billion, a decrease of $0.3 billion from the prior year, mainly due to the nonrecurrence of a $0.8 billion credit card reserve release in 2024, partially offset by increased net income[158] - Net cash used in investing activities for the nine months ended August 31, 2025, was $1.8 billion, primarily for capital expenditures ($2.1 billion) and advances to affiliates, partially offset by proceeds from ship sales ($312 million)[159][160] - Net cash used in financing activities for the nine months ended August 31, 2025, was $2.4 billion, driven by $10.7 billion in debt repayments and $8.6 billion in new debt issuances[160] Funding Sources This section outlines the company's funding strategies and available credit facilities - The company plans to use existing liquidity and future cash flows from operations to fund capital expenditures not covered by export credit facilities[161] - As of August 31, 2025, the company had $8.7 billion of undrawn export credit facilities to fund ship deliveries through 2033[155][162] - In September 2025, Sun Princess II borrowed $0.8 billion under an export credit facility[163] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses market risk exposures, hedging strategies, and debt composition - No material changes to market risk exposure have occurred since the 2024 Form 10-K filing[164] Composition of Debt by Interest Rate Type (August 31, 2025) | Debt Type | Percentage | | :---------------- | :--------- | | Fixed rate | 57 % | | EUR fixed rate | 29 % | | Floating rate | 3 % | | EUR floating rate | 11 % | Item 4. Controls and Procedures This section reports on the effectiveness of disclosure controls and internal control over financial reporting A. Evaluation of Disclosure Controls and Procedures This section reports on the effectiveness of the company's disclosure controls and procedures - The Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that disclosure controls and procedures were effective as of August 31, 2025[167] B. Changes in Internal Control over Financial Reporting This section reports on any material changes in internal control over financial reporting - There were no material changes in internal control over financial reporting during the quarter ended August 31, 2025[168] PART II - OTHER INFORMATION Item 1. Legal Proceedings This section incorporates legal proceedings disclosures and notes environmental matter reporting requirements - Legal proceedings, including regulatory and governmental inquiries, are incorporated by reference from Note 4 of the consolidated financial statements[170] - Disclosure is required for environmental matters where governmental authority is a party and potential monetary sanctions exceed $1 million[170] Item 1A. Risk Factors This section refers to the Form 10-K for a discussion of business and financial risk factors - Risk factors are discussed in 'Item 1A. Risk Factors' in the Form 10-K, with no material changes since that filing[171] Item 5. Other Information This section reports on director and officer trading arrangements during the quarter - No director or Section 16 officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended August 31, 2025[172] Item 6. Exhibits This section provides an index of exhibits filed with the Form 10-Q, including corporate and contractual documents - Exhibits include corporate governance documents (articles of incorporation, by-laws), material contracts (Revolving Credit Agreement, Indentures for notes), and certifications from executive officers[173] - The Interactive Data File (XBRL) for the consolidated financial statements is also included as an exhibit[174] SIGNATURES This section contains the signatures of authorized representatives certifying the report filing - The report is signed by Josh Weinstein (Chief Executive Officer) and David Bernstein (Chief Financial Officer and Chief Accounting Officer) for both Carnival Corporation and Carnival plc[177][178]