AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 28/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · 2/4 · Exclusive destinations provide observable itinerary differentiation, supported by operating attendance rather than plans alone. The evidence does not establish protected access terms, superior economics or a competitive premium. This supports a current asset-based advantage with uncertain competitive strength, rather than a demonstrated durable moat.
durability · — · The destination portfolio appears across multiple reporting periods, but persistence of operations does not establish persistence of competitive protection. Rights duration, renewal conditions, barriers to rival development and sustained comparative returns are missing, preventing an assessment of moat durability.
customer dependency · 1/4 · Deposits, advance final payment and applicable cancellation fees create limited commitment to a booked voyage. Refundable deposits qualify that friction, and the disclosed arrangements provide little evidence of dependence beyond the transaction. Strong occupancy demonstrates demand, but cannot establish switching barriers or repeated customer reliance.
erosion resilience · 2/4 · Maintained nine-month occupancy and positive ticket pricing show commercial resilience, while improved fuel efficiency partially offsets operating pressure. Third-quarter gross margin yields nevertheless declined because of fuel costs. Competition and weather remain disclosed exposures, without evidence here of realized competitive displacement.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Higher ticket prices contributed $141 million to passenger ticket revenue in the nine months ended August 31, 2026, separately from currency, capacity and transportation effects. Third-quarter constant-currency net yields rose 2.4%, but deduct selected variable costs. Positive monetization is demonstrated; a sustained competitive premium is not.
retention · 2/4 · Nine-month occupancy remained 106.5% while passengers carried increased from 10.3 million to 10.5 million in 2026. This is indirect operating evidence of sustained demand alongside higher ticket pricing. It does not distinguish repeat guests from newly acquired customers or demonstrate lasting loyalty and switching friction.
margin resilience · 2/4 · Fiscal 2025 operating income increased 25%, but third-quarter 2026 operating income declined. Gross margin yields fell 3.9% in the second quarter and 1.3% in the third because of higher fuel prices. Positive net yields and improved fuel efficiency show partial resilience, with incomplete cost absorption.
contractual freedom · 2/4 · Disclosed terms generally require a reservation deposit and final payment before departure; cancellation fees apply in some circumstances. These arrangements demonstrate some control over payment and cancellation terms, qualified by refundable deposits. They do not establish post-booking repricing rights, fuel escalation clauses or unrestricted price-setting discretion.
Predictability40
5 consecutive published annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 220.15
- Positive FCF years (%)
- 60.00
- FCF margin volatility (pp)
- 160.04
- observedAnnualPeriods
- 5.00
Financial strength5
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or reported pretax profit plus reported gross interest expense. Reported EBIT is distinct from GAAP operating income and gross interest. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 21.12
- currentRatioGrade
- 0.00
- Debt / FCF (x)
- 10.22
- Net debt / operating income (x)
- 5.51
- Interest coverage (x)
- 3.32
- Current ratio (x)
- 0.32
Capital allocation41
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or EBIT calculated from reported pretax profit plus reported gross interest expense; the issuer-reported EBIT is distinct from GAAP operating income and gross interest; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. ROIC remains undefined for nonpositive invested capital; the explicit asset-return alternative does not change the ROIC chart. Missing financial inputs alone never trigger an alternative. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 9.29
- 3-year average dilution (%)
- 3.63
- 3-year average SBC / revenue (%)
- 0.29
- cashConversionGrade
- 0.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Nine-month operating cash of $5.303 billion exceeded $2.139 billion of property purchases, with $2.186 billion of debt repayments and no new debt proceeds. Dividends and repurchases accompanied a $718 million cash decline. Convertible-related dilution and additional ship orders temper the evidence; incremental investment returns remain unproven.
incentive alignment · 2/4 · Existing compensation includes performance-based equity with relative TSR, clawbacks and restrictions on single-trigger vesting. Audited ownership requirements and executive compliance support alignment, while actual awards include both performance-conditioned and time-based shares. Detailed performance hurdles and long-term payout effectiveness are insufficiently disclosed here for a stronger grade.
execution · 3/4 · Higher fiscal 2025 operating income, increased nine-month operating cash, maintained occupancy, improved fuel efficiency and completed corporate unification demonstrate strong execution across several areas. Attribution to management is indirect. Recent quarterly operating-income weakness and unproven unification savings constrain a higher assessment.
governance · 2/4 · The February proxy reports nine independent directors out of eleven, independent key committees, fiscal 2025 attendance above 75%, independent sessions and coordinated oversight. April voting supplies actual shareholder feedback on compensation. These establish functioning governance processes, but do not demonstrate exceptional oversight effectiveness or post-unification performance.
Evidence
We operate a portfolio of port destinations and exclusive islands enabling us to offer exceptional experiences to 6.5 million guests by creating a wide variety of high-quality destinations that are uniquely tailored to our guests’ preferences.
2024 Form 10-K, filed 2025-01-27; business, port destinations and exclusive islands · Filed 27/01/2025
Other Recent Highlights
•Celebration Key commemorated one year of creating memorable guest experiences and a lasting positive impact in Grand Bahama, welcoming almost 2.5 million guests during its first year (learn more here).
Third-quarter 2026 earnings release, filed 2026-09-29; destination operating highlights · Filed 29/09/2026
•RelaxAway, Half Moon Cay and Isla Tropicale each welcomed more than 250,000 guests, following the completion of their recent enhancements.
Third-quarter 2026 earnings release, filed 2026-09-29; enhanced destination attendance · Filed 29/09/2026
We have been forced to, and in the future may be forced to, alter itineraries, including diverting from our port destinations and exclusive islands, or cancel a cruise or a series of cruises or tours due to these or other types of disruptions.
2025 Form 10-K, filed 2026-01-27; weather-related itinerary disruptions · Filed 27/01/2026
•Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our cruise sales, pricing and destination options.
2025 Form 10-K, filed 2026-01-27; competition and overcapacity risk · Filed 27/01/2026
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.
August 2026 Form 10-Q, filed 2026-09-29; nine-month revenue comparison period and scope · Filed 29/09/2026
Passenger ticket revenues increased by $458 million, or 3.4%, to $13.8 billion in 2026 from $13.4 billion in 2025.
August 2026 Form 10-Q, filed 2026-09-29; nine-month passenger ticket revenue · Filed 29/09/2026
This increase was caused by:
•$202 million - net favorable foreign currency translation impact
August 2026 Form 10-Q, filed 2026-09-29; passenger ticket revenue bridge, currency · Filed 29/09/2026
•$173 million - 1.3% capacity increase in ALBDs
August 2026 Form 10-Q, filed 2026-09-29; passenger ticket revenue bridge, capacity · Filed 29/09/2026
•$141 million - higher ticket prices
August 2026 Form 10-Q, filed 2026-09-29; passenger ticket revenue bridge, higher prices · Filed 29/09/2026
These increases were partially offset by a decrease in air transportation revenue, representing $66 million.
August 2026 Form 10-Q, filed 2026-09-29; passenger ticket revenue bridge, transportation · Filed 29/09/2026
OTHER INFORMATION
OTHER BALANCE SHEET INFORMATION (in millions)
August 31, 2026
November 30, 2025
Debt (current and long-term)
$
23,912
$
26,640
Customer deposits (current and long-term)
$
7,639
$
7,246
Three Months Ended
August 31,
Nine Months Ended
August 31,
CASH FLOW INFORMATION (in millions)
2026
2025
2026
2025
Cash from operations
$
1,410
$
1,383
$
5,303
$
4,700
Capital expenditures (Purchases of Property and Equipment)
$
698
$
648
$
2,139
$
2,105
Dividends paid
$
204
$
—
$
618
$
—
Three Months Ended
August 31,
Nine Months Ended
August 31,
STATISTICAL INFORMATION
2026
2025
2026
2025
Passenger Cruise Days (“PCDs”) (in millions) (a)
27.9
27.5
78.0
77.1
ALBDs (in millions) (b)
24.9
24.6
73.3
72.3
Occupancy percentage (c)
111.8
%
111.7
%
106.5
%
106.5
%
Passengers carried (in millions)
3.9
3.8
10.5
10.3
Fuel consumption in metric tons (in millions)
0.7
0.7
2.1
2.1
Fuel consumption in metric tons per thousand ALBDs
26.9
28.0
28.0
29.4
Fuel cost per metric ton consumed (excluding emission allowances)
$
826
$
607
$
726
$
621
Currencies (USD to 1)
AUD
$
0.70
$
0.65
$
0.70
$
0.64
CAD
$
0.71
$
0.73
$
0.72
$
0.71
EUR
$
1.15
$
1.16
$
1.16
$
1.10
GBP
$
1.34
$
1.35
$
1.34
$
1.30
Notes to Statistical Information
Third-quarter 2026 earnings release, filed 2026-09-29; dated balance-sheet, cash-flow and operating statistics with units · Filed 29/09/2026
•Gross margin yields down 1.3 percent compared to prior year, driven by higher fuel prices.
Third-quarter 2026 earnings release, filed 2026-09-29; realized gross margin yield decline · Filed 29/09/2026
All-time high net yields (in constant currency) up 2.4 percent, over a point better than June guidance.
Third-quarter 2026 earnings release, filed 2026-09-29; constant-currency net yield growth · Filed 29/09/2026
We believe that adjusted gross margin is a more meaningful measure in determining net yields than gross margin because it reflects the cruise revenues earned net of only our most significant variable costs, which are travel agent commissions, cost of air and other transportation, certain other costs that are directly associated with onboard and other revenues and credit and debit card fees.
Third-quarter 2026 earnings release, filed 2026-09-29; variable costs deducted in net yield measure · Filed 29/09/2026
Customer Deposits
Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage.
August 2026 Form 10-Q, filed 2026-09-29; customer payment terms · Filed 29/09/2026
These amounts include refundable deposits.
August 2026 Form 10-Q, filed 2026-09-29; refundable customer deposits · Filed 29/09/2026
Guest cancellation fees, when applicable, are recognized in Passenger ticket revenues at the time of cancellation.
August 2026 Form 10-Q, filed 2026-09-29; applicable guest cancellation fees · Filed 29/09/2026
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in millions)
Nine Months Ended
August 31,
2026
2025
OPERATING ACTIVITIES
Net income
$
2,725
$
2,348
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
2,172
2,064
Loss on debt extinguishment
23
358
Share-based compensation
73
70
Amortization of discounts and debt issue costs
81
88
Non-cash lease expense
127
119
(Gain) loss on sales of ships
2
(103)
Greenhouse gas regulatory expense
118
63
Other
96
35
5,417
5,041
Changes in operating assets and liabilities
Trade and other receivables, net
21
(63)
Inventories
(26)
35
Prepaid expenses and other assets
(221)
(138)
Accounts payable
(15)
15
Accrued liabilities and other
(190)
(360)
Customer deposits
318
171
Net cash provided by operating activities
5,303
4,700
INVESTING ACTIVITIES
Purchases of property and equipment
(2,139)
(2,105)
Proceeds from sales of ships and other property and equipment
3
312
Advances to affiliates
(50)
(90)
Other
3
68
Net cash used in investing activities
(2,183)
(1,815)
FINANCING ACTIVITIES
Repayments of long-term debt
(2,186)
(10,676)
Debt issuance costs
(51)
(68)
August 2026 Form 10-Q, filed 2026-09-29; consolidated nine-month cash flows, in millions · Filed 29/09/2026
Debt extinguishment costs
(18)
(242)
Proceeds from issuance of long-term debt
—
8,618
Dividends paid
(618)
—
Share repurchases
(929)
—
Other
(31)
13
Net cash used in financing activities
(3,832)
(2,355)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(5)
30
Net increase (decrease) in cash, cash equivalents and restricted cash
(718)
560
Cash, cash equivalents and restricted cash at beginning of period
1,958
1,231
Cash, cash equivalents and restricted cash at end of period
$
1,240
$
1,792
The accompanying notes are an integral part of these consolidated financial statements.
August 2026 Form 10-Q, filed 2026-09-29; continuation of consolidated nine-month financing and cash flows · Filed 29/09/2026
Convertible Notes
In December 2025, we settled $1.1 billion principal amount of the 2027 Convertible Notes, resulting in the issuance of 69.1 million shares of Carnival Corporation common stock and a cash payment of $500 million.
May 2026 Form 10-Q, filed 2026-06-26; December 2025 convertible settlement and share issuance · Filed 26/06/2026
•Ordered three new LNG ships for Princess Cruises scheduled to be delivered in 2035, 2038 and 2039, introducing the Voyager class that will become the largest ships in Princess’ fleet (learn more here).
Second-quarter 2026 earnings release, filed 2026-06-23; new ship orders and delivery commitments · Filed 23/06/2026
Compensation (Chair), Compliance, HESS, N&G
Presiding Director and Senior Independent Director
4 | CARNIVAL CORPORATION & PLC 2026 PROXY STATEMENT
TABLE OF CONTENTS
Proxy Summary
Executive Compensation Highlights
Executive Compensation Highlights
COMPENSATION POLICIES AND PRACTICES
What We Do
What We Don’t Do
Independent Compensation Committees that review and approve all compensation for our Named Executive Officers
Independent compensation consultant
Annual Say-on-Pay vote
Stock ownership policy for Directors and Executive Officers
Compensation Committees assess compensation practices to deter excessive risk-taking
Pay-for-performance philosophy
Mix of compensation which includes short-term cash and long-term equity-based compensation
Performance-based shares include a relative total shareholder return (“TSR”) metric measuring performance against a travel and leisure index
Robust clawback policy and other clawback provisions in annual bonus plan and equity grant agreements
No guaranteed or unlimited incentive payouts in our annual bonus plan
No evergreen provisions in our equity plan
No short sales, short-term hedging or margin sales of our securities
No stock option repricing
No liberal share recycling of stock options or stock appreciation rights
No pension plans or supplemental deferred compensation or retirement plans for our Named Executive Officers
No single-trigger change in control equity vesting
No Section 280G gross-up payments in the event of change of control
PRINCIPAL COMPENSATION OBJECTIVES
We believe that our executive compensation program should be appropriately tailored to balance short-term and long-term compensation opportunities to enable Carnival Corporation and Carnival plc to meet short-term objectives
2026 proxy, filed 2026-02-27; existing executive compensation policies and practices · Filed 27/02/2026
Implementation Section
2.11 DIRECTORS’ SHAREHOLDING AND SHARE INTERESTS (AUDITED)
The stock ownership policies for Executive and Non-Executive Directors provide that all Executive and Non-Executive Directors are required to own shares (inclusive of unvested restricted shares, RSUs and shares in a trust beneficially owned by a Director) of either Carnival Corporation common stock or Carnival plc ordinary shares with a value equal to six times base salary for the CEO and the Executive Chair and five times the cash retainer for Non-Executive Directors while they are employed or serving.
2026 proxy, filed 2026-02-27; audited director and executive stock ownership requirements · Filed 27/02/2026
Messrs. Arison and Weinstein were in compliance with the stock ownership policy as of November 30, 2025.
2026 proxy, filed 2026-02-27; executive ownership compliance as of November 30, 2025 · Filed 27/02/2026
The following table shows the total outstanding shares as at November 30, 2025 under any incentive plans, as well as shares that vested during fiscal 2025:
Shares (including Restricted Shares and RSUs)
Directors
Grants Without
Performance
Conditions That Have
Not Vested(1)
Grants With
Performance Conditions
That Have Not Vested
Number of Shares
Acquired on Vesting
EXECUTIVE DIRECTORS
Micky Arison
—
—
—
Josh Weinstein
427,643
1,658,798
219,892
NON-EXECUTIVE DIRECTORS
Sir Jonathon Band
30,797
N/A
9,541
Jason Glen Cahilly
2026 proxy, filed 2026-02-27; outstanding incentive awards and fiscal 2025 vesting · Filed 27/02/2026
2025 Business Highlights
CARNIVAL CORPORATION & PLC 2026 PROXY STATEMENT | 1
TABLE OF CONTENTS
Proxy Summary
Corporate Governance Highlights
Corporate Governance Highlights
Corporate Governance Best Practices
9 of our 11 Directors are independent, including all members of the Audit, Compensation, Compliance, Health, Environmental, Safety and Security (“HESS”) and Nominating & Governance (“N&G”) Committees
Presiding Director and Senior Independent Director, with defined responsibilities
Backgrounds and qualifications of Directors represent a variety of skills, attributes, experiences and perspectives
Balance of new and experienced Directors
Majority voting for Directors in uncontested elections
Stock ownership policy for Directors and executives
Director overboarding policy (included in our Corporate Governance Guidelines)
Annual Director evaluation and Committee assessment to ensure Board effectiveness, supplemented by third party independent evaluations as needed
Regular shareholder engagement, including participation of independent Directors
All Directors attended over 75% of fiscal 2025 meetings
Regular executive sessions of independent Directors
Robust risk oversight
Board review of our financial performance, strategy and succession planning
Code of Business Conduct and Ethics
Commitment to corporate social responsibility and sustainability
Comprehensive processes to support reporting of concerns, including anonymously via a dedicated hotline
Coordinated internal audit, compliance and incident investigation functions with reporting lines to relevant Board Committees
Our governance documents, including the Corporate Governance Guidelines, the Committee Charters and the Code of Business Conduct and Ethics, are available at www.carnivalcorp.com/governance and www.carnivalplc.com/governance.
2026 proxy, filed 2026-02-27; board independence, attendance and oversight practices · Filed 27/02/2026
12.
To hold a (non-binding) advisory vote to approve executive compensation
879,051,088
29,497,346
8,368,636
144,365,254
13.
Annual meeting results, filed 2026-04-20; actual advisory executive compensation vote · Filed 20/04/2026
In May 2026, we completed the unification of the dual listed company structure under a single company, Carnival Corporation Ltd., listed solely on the New York Stock Exchange (“DLC Unification”).
August 2026 Form 10-Q, filed 2026-09-29; completed May 2026 corporate unification · Filed 29/09/2026
2025 was another strong year that exceeded expectations, setting new records across our business and achieving more milestones, including:
•
Record revenues of $26.6 billion
•
All-time high operating income of $4.5 billion, up 25 percent compared to the prior year
•
Achieved the highest adjusted return on invested capital (“ROIC”) in 19 years
•
Record booking trends with continued strong close-in demand throughout the year
•
Ended 2025 with record year-end customer deposits, up nearly 7 percent year over year
In 2025, we made significant progress strengthening our balance sheet.
2026 proxy, filed 2026-02-27; reported fiscal 2025 operating achievements · Filed 27/02/2026
Operating Income
Our consolidated operating income decreased by $52 million to $2.2 billion in 2026 from $2.3 billion in 2025.
August 2026 Form 10-Q, filed 2026-09-29; third-quarter operating income comparison · Filed 29/09/2026
•Fuel consumption per ALBD improved 3.8 percent compared to prior year, reflecting the company’s efforts and investments to continuously reduce fuel consumption.
Third-quarter 2026 earnings release, filed 2026-09-29; realized fuel efficiency improvement · Filed 29/09/2026
•Gross margin yields down 3.9 percent driven by higher fuel prices.
Second-quarter 2026 earnings release, filed 2026-06-23; realized gross margin yield decline · Filed 23/06/2026
