What changed in this filing

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Item 1. Financial Statements

2025-03-25 compared with 2024-09-30 · 122 added, 219 removed, 400 unchanged (46% of the section changed)

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(in millions, except per share data)

Three Months Ended August 31, Nine Months Ended

2024 2023 2024 2023

Three Months Ended February 28/29,

Passenger ticket $ 3,832 $ 3,617

Onboard and other 1,978 1,790

7,896 6,854 19,083 16,197

Operating Expenses

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Payroll and related 640 623

Fuel 515 468 1,546 1,492

Food 393 364 1,099 1,000

Other operating 858 862

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Depreciation and amortization 654 613

5,718 5,230 16,070 14,624

Operating Income 543 276

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(in millions)

Three Months Ended August 31, Nine Months Ended

2024 2023 2024 2023

Three Months Ended February 28/29,

Net Income (Loss) $ ( 78 ) $ ( 214 )

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Change in foreign currency translation adjustment ( 12 ) —

Other ( 38 ) 24 ( 26 ) 4

Other Comprehensive Income (Loss) ( 12 ) 1

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Accumulated other comprehensive income (loss) (“AOCI”) ( 1,986 ) ( 1,975 )

Treasury stock, 130 shares at 2024 and 2023 of Carnival Corporation and 73 shares at 2024 and 2023 of Carnival plc, at cost

Treasury stock, 131 shares at 2025 and 130 shares at 2024 of Carnival Corporation and 72 shares at 2025 and 73 shares at 2024 of Carnival plc, at cost

( 8,376 ) ( 8,404 )

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(in millions)

Nine Months Ended August 31,

Three Months Ended February 28/29,

OPERATING ACTIVITIES

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Depreciation and amortization 654 613

Impairments 2 19

(Gain) loss on debt extinguishment 249 33

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Amortization of discounts and debt issue costs 30 36

Noncash lease expense 105 109

Gain on sales of ships ( 8 ) ( 54 )

Non-cash lease expense 37 34

Greenhouse gas regulatory expense 6 3

Changes in operating assets and liabilities

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Purchases of property and equipment ( 607 ) ( 2,138 )

Proceeds from sales of ships 16 260

Proceeds from sales of ships and other 11 —

Other ( 9 ) ( 25 )

Net cash provided by (used in) investing activities ( 605 ) ( 2,163 )

FINANCING ACTIVITIES

Repayments of short-term borrowings — ( 200 )

Principal repayments of long-term debt ( 3,448 ) ( 1,390 )

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Proceeds from issuance of long-term debt 2,980 1,735

Proceeds from issuance of common stock — 5

Proceeds from issuance of common stock under the Stock Swap Program — 22

Purchase of treasury stock under the Stock Swap Program — ( 20 )

Other ( 1 ) —

Net cash provided by (used in) financing activities ( 690 ) 237

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stock Total shareholders’ equity

At May 31, 2024 $ 13 $ 361 $ 16,701 $ 62 $ ( 1,919 ) $ ( 8,404 ) $ 6,814

Net income (loss) — — — 1,735 — — 1,735

Other comprehensive income (loss) — — — — 26 — 26

Share-based compensation and other — — 22 — — — 22

At August 31, 2024 $ 13 $ 361 $ 16,723 $ 1,798 $ ( 1,894 ) $ ( 8,404 ) $ 8,597

At May 31, 2023 $ 12 $ 361 $ 16,684 $ ( 841 ) $ ( 1,903 ) $ ( 8,449 ) $ 5,865

Net income (loss) — — — 1,074 — — 1,074

Other comprehensive income (loss) — — — — 7 — 7

Share-based compensation and other — — 15 — — — 15

At August 31, 2023 $ 12 $ 361 $ 16,699 $ 233 $ ( 1,896 ) $ ( 8,449 ) $ 6,960

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Nine Months Ended

stock Ordinary

shares Additional

capital Retained

earnings AOCI Treasury

stock Total shareholders’ equity

At November 30, 2024 $ 13 $ 361 $ 17,155 $ 2,101 $ ( 1,975 ) $ ( 8,404 ) $ 9,251

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Share-based compensation and other — — 24 — — ( 4 ) 21

At August 31, 2024 $ 13 $ 361 $ 16,723 $ 1,798 $ ( 1,894 ) $ ( 8,404 ) $ 8,597

At February 28, 2025 $ 13 $ 361 $ 17,180 $ 1,991 $ ( 1,986 ) $ ( 8,376 ) $ 9,182

At November 30, 2023 $ 12 $ 361 $ 16,712 $ 185 $ ( 1,939 ) $ ( 8,449 ) $ 6,882

Change in accounting principle (a) — — ( 229 ) ( 10 ) — — ( 239 )

Net income (loss) — — — ( 214 ) — — ( 214 )

Other comprehensive income (loss) — — — — 1 — 1

Issuances of common stock, net — — 5 — — — 5

Conversion of Convertible Notes — — 3 — — — 3

Purchases and issuances under the Stock Swap program, net — — 22 — — ( 20 ) 2

Issuance of treasury shares for vested share-based awards — — ( 47 ) — — 47 —

Share-based compensation and other — — 14 — — ( 2 ) 13

At August 31, 2023 $ 12 $ 361 $ 16,699 $ 233 $ ( 1,896 ) $ ( 8,449 ) $ 6,960

(a) We adopted the provisions of Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity’s Own Equity on December 1, 2022.

At February 29, 2024 $ 13 $ 361 $ 16,679 $ ( 29 ) $ ( 1,938 ) $ ( 8,404 ) $ 6,682

The accompanying notes are an integral part of these consolidated financial statements.

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Basis of Presentation

The accompanying consolidated financial statements are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement.

The consolidated financial statements are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such Securities and Exchange Commission rules and regulations.

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Securities and Exchange Commission (“SEC”) on January 27, 2025.

For 2023, we reclassified $ 11 million from restricted cash to prepaid expenses and other in the Consolidated Balance Sheets to conform to the current year presentation.

For 2024, we reclassified $ 3 million from other to greenhouse gas regulatory expense in the Consolidated Statements of Cash Flows to conform to the current year presentation.

Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued guidance, Liabilities-Supplier Finance Programs - Disclosure of Supplier Finance Program Obligations .

This guidance requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

On December 1, 2023, we adopted this guidance using the retrospective method for each period presented.

The adoption of this guidance had no impact on our consolidated financial statements and disclosures.

In November 2023, the FASB issued guidance, Segment Reporting - Improvements to Reportable Segment Disclosures .

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This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

This guidance is required to be adopted by us in 2025.

We are currently evaluating the impact this guidance will have on our consolidated financial statements and disclosures.

This guidance is effective for us for annual periods beginning in 2025 and interim periods beginning in 2026.

While this guidance will not have an effect on our Consolidated Statements of Income (Loss) or Consolidated Balance Sheets , it will affect certain segment reporting disclosures.

In December 2023, the FASB issued guidance, Income Taxes - Improvements to Income Tax Disclosures .

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This guidance is required to be adopted by us in 2026.

We are currently evaluating the impact this guidance will have on our consolidated financial statements and disclosures.

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Regulatory Updates

We became subject to the EU Emissions Trading Scheme (“ETS”) on January 1, 2024, which includes a three-year phase-in period.

The ETS regulates emissions through a “cap and trade” principle, where a cap is set on the total amount of certain emissions that can be emitted and requires us to procure emission allowances for certain emissions inside EU waters (as defined in the ETS).

We record emission allowances at cost within prepaid expenses and other or other assets, based on the timing of when they are required to be surrendered.

We record expense for emissions inside EU waters within fuel expense in the period incurred.

As of August 31, 2024, the cost of allowances purchased was $ 49 million.

For the three and nine months ended August 31, 2024, expense for ETS emissions were not material.

Brand Realignment

In June 2024, we announced that we will sunset the P&O Cruises (Australia) brand and fold the Australia operations into Carnival Cruise Line in March 2025.

We do not anticipate this realignment to have a material impact on our consolidated financial statements.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In November 2024, the FASB issued guidance, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures - Disaggregation of Income Statement Expenses .

This guidance requires annual and interim disclosure of disaggregated information for certain costs and expenses.

This guidance is required to be adopted by us in 2028.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In November 2024, the FASB issued guidance, Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments .

This guidance clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments.

This guidance is required to be adopted by us in 2027.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

NOTE 2 – Revenue and Expense Recognition

Guest cruise deposits and advance onboard purchases are initially included in customer deposits when received.

Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct costs and expenses of a voyage are recognized as cruise costs and expenses, upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in excess of ten nights.

The impact of recognizing these shorter duration cruise revenues and costs and expenses on a completed voyage basis versus on a pro rata basis is not material.

Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all

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associated direct expenses of a voyage are recognized as cruise expenses, upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in excess of ten nights.

The impact of recognizing these shorter duration cruise revenues and expenses on a completed voyage basis versus on a pro rata basis is not material.

Certain of our product offerings are bundled and we allocate the value of the bundled services and goods between passenger ticket revenues and onboard and other revenues based upon the estimated standalone selling prices of those goods and services.

Future travel discount vouchers are included as a reduction of cruise passenger ticket revenues when such vouchers are utilized.

Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of cancellation.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related costs of these services are included in prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in transportation costs at the time of revenue recognition.

The cost of prepaid air and other transportation costs at August 31, 2024 and November 30, 2023 were $ 235 million and $ 253 million.

The proceeds that we collect from the sales of third-party shore excursions are included in onboard and other revenues and the related costs are included in onboard and other costs.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related expenses of these services are included in prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in transportation expenses at the time of revenue recognition.

The cost of prepaid air and other transportation expenses at February 28, 2025 and November 30, 2024 were $ 241 million and $ 219 million.

The proceeds that we collect from the sales of third-party shore excursions are included in onboard and other revenues and the related expenses are included in onboard and other expenses.

The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted to them, are included in onboard and other revenues as concession revenues.

All of these amounts are recognized on a completed voyage or pro rata basis as discussed above.

Passenger ticket revenues include fees, taxes and charges collected by us from our guests.

The fees, taxes and charges that vary with guest head counts are expensed in commissions, transportation and other costs when the corresponding revenues are recognized.

The remaining portion of fees, taxes and charges are generally expensed in other operating expenses when the corresponding revenues are recognized.

Fees, taxes and charges that vary with guest head counts are expensed in commissions, transportation and other expenses when the corresponding revenues are recognized.

The remaining portion of fees, taxes and charges are expensed in other operating expenses when the corresponding revenues are recognized.

Revenues and expenses from our hotel and transportation operations, which are included in our Tour and Other segment, are recognized at the time the services are performed.

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These amounts include refundable deposits.

In certain situations, we have provided flexibility to guests by allowing guests to rebook at a future date, receive future cruise credits (“FCCs”) or elect to receive refunds in cash.

We record a liability for FCCs to the extent we have received and not refunded cash from guests for cancelled bookings.

We had total customer deposits of $ 6.8 billion as of August 31, 2024 and $ 6.4 billion as of November 30, 2023, which includes approximately $ 61 million of unredeemed FCCs as of August 31, 2024, of which approximately $ 35 million are refundable.

At November 30, 2023, we had approximately $ 134 million of unredeemed FCCs, of which $ 111 million were refundable.

During the nine months ended August 31, 2024 and 2023, we recognized revenues of $ 5.1 billion and $ 3.9 billion related to our customer deposits as of November 30, 2023 and 2022.

We had total customer deposits of $ 7.3 billion as of February 28, 2025 and $ 6.8 billion as of November 30, 2024.

During the three months ended February 28/29, 2025 and 2024, we recognized revenues of $ 3.8 billion and $ 3.5 billion related to our customer deposits as of November 30, 2024 and 2023.

Our customer deposits balance changes due to the seasonal nature of cash collections, which typically results from higher ticket prices and occupancy levels during the third quarter, the recognition of revenue, refunds of customer deposits and foreign currency changes.

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Trade and Other Receivables

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We record these amounts within prepaid expenses and other and subsequently recognize these amounts as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation.

We had incremental costs of obtaining contracts with customers recognized as assets of $ 326 million as of August 31, 2024 and $ 294 million as of November 30, 2023 .

We had incremental costs of obtaining contracts with customers recognized as assets of $ 354 million as of February 28, 2025 and $ 336 million as of November 30, 2024 .

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NOTE 3 – Debt

August 31, November 30,

(in millions) Maturity Rate (a) (b) 2024 2023

February 28, November 30,

(in millions) Maturity Rate (a) 2025 2024

Secured Subsidiary Guaranteed

Notes Jun 2027 7.9 % $ 192 $ 192

Notes (c) Aug 2027 9.9 % — 623

Notes Aug 2028 4.0 % 2,406 2,406

Notes Aug 2029 7.0 % 500 500

EUR floating rate (c) Jun 2025 EURIBOR + 3.8 %

Floating rate Aug 2027 - Oct 2028 SOFR + 2.8 % (d)

Floating rate Aug 2027 - Oct 2028 SOFR + 2.0 % (b)

Total Secured Subsidiary Guaranteed 5,547 5,547

Senior Priority Subsidiary Guaranteed

Notes May 2028 10.4 % 2,030 2,030

Notes (c) May 2028 10.4 % — 2,030

Unsecured Subsidiary Guaranteed

Convertible Notes Oct 2024 5.8 % 426 426

Notes Mar 2026 7.6 % 1,351 1,351

EUR Notes (c) Mar 2026 7.6 % — 550

Notes (c) Mar 2027 5.8 % 2,722 3,100

Notes Mar 2027 5.8 % 2,722 2,722

Convertible Notes Dec 2027 5.8 % 1,131 1,131

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EUR Notes Jan 2030 5.8 % 524 528

Notes Jun 2030 10.5 % 1,000 1,000

EUR floating rate (e) (f) Apr 2025 - Mar 2026 EURIBOR + 2.4 - 3.3 %

Notes Mar 2030 5.8 % 1,000 —

Notes (d) Jun 2030 10.5 % — 1,000

Notes Feb 2033 6.1 % 2,000 —

EUR floating rate Apr 2025 EURIBOR + 3.3 %

Export Credit Facilities

Floating rate Dec 2031 SOFR + 1.2 % (g)

Floating rate Dec 2031 SOFR + 1.2 % (e)

Fixed rate Aug 2027 - Dec 2032 2.4 - 3.4 %

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Long-Term Debt $ 25,487 $ 25,936

(a) The reference rates, together with any applicable credit adjustment spread, for all of our variable debt have 0.0 % to 0.8 % floors.

(b) As part of the repricing of our senior secured term loans, we amended the loans’ margin from 2.8 % to 2.0 %.

Se e “Repricing of Senior Secured Term Loans” below.

(d) See “ 2030 Senior Unsecured Notes ” below.

(e) Includes applicable credit adjustment spread.

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(a) The reference rates, together with any applicable credit adjustment spread, for substantially all of our variable debt have 0.0 % to 0.75 % floors.

(b) The above debt table excludes the impact of any outstanding derivative contracts.

(d) As part of the repricing of our senior secured term loans, we amended the loans’ margin from 3.0 % – 3.4 % (inclusive of credit adjustment spread) to 2.8 %.

See “Repricing of senior secured term loans” below.

(e) The maturity of the principal amount of $ 216 million was extended from April 2024 to April 2025.

(f) Subsequent to August 31, 2024 , we prepaid $ 323 million of the outstanding principal amount of our euro floating rate loan originally scheduled to mature in 2026.

(g) Includes applicable credit adjustment spread.

Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding the following:

• $ 3.0 billion under an undrawn $ 1.9 billion, € 0.9 billion and £ 0.1 billion multi-currency revolving facility (“Revolving Facility”) of Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”), a subsidiary of Carnival Corporation

• $ 2.0 billion of senior priority notes (the “2028 Senior Priority Notes”), issued by Carnival Holdings (Bermuda) Limited (“Carnival Holdings”), a subsidiary of Carnival Corporation

• $ 0.3 billion under a term loan facility of Costa Crociere S.p.A.

(“Costa”), a subsidiary of Carnival plc

• $ 2.9 billion under an undrawn $ 1.9 billion, € 0.9 billion and £ 0.1 billion multi-currency revolving credit facility (“Revolving Facility”) of Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”), a subsidiary of Carnival Corporation

• $ 0.8 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation

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All of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the following:

• Up to $ 250 million of the Costa term loan facility, which is guaranteed by certain subsidiaries of Carnival plc and Costa that do not guarantee our other outstanding debt

• Our 2028 Senior Priority Notes, issued by Carnival Holdings, which does not guarantee our other outstanding debt

• The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt

• The Revolving Facility of Carnival Holdings II, which does not guarantee our other outstanding debt

As of August 31, 2024, the scheduled maturities of our debt are as follows:

• The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt

As of February 28, 2025, the scheduled maturities of our debt are as follows:

(in millions)

Year Principal Payments

Remainder of 2024 (a) $ 737

2025 (a) 1,777

2026 (a) 2,815

Remainder of 2025

Thereafter 8,015

Total $ 27,711

(a) Subsequent to August 31, 2024, we prepaid the outstanding principal amount of our euro floating rate loan with $ 46 million of principal payments originally scheduled in 2024, $ 185 million in 2025 and $ 92 million in 2026.

Revolving Facility

As of August 31, 2024, Carnival Holdings II had $ 3.0 billion available for borrowing under our Revolving Facility.

Carnival Holdings II may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2027, subject to satisfaction of the conditions in the facility.

As of February 28, 2025, Carnival Holdings II had $ 2.9 billion available for borrowing under the Revolving Facility.

Carnival Holdings II may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2027, subject to the satisfaction of the conditions in the facility.

Repricing of Senior Secured Term Loans

In April 2024, we entered into amendments with the lender syndicate to reprice $ 1.7 billion of our first-priority senior secured term loan facility maturing in 2028 and $ 1.0 billion of our first-priority senior secured term loan facility maturing in 2027, which are included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above.

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In January 2025, we entered into amendments with the lender syndicate to reprice the outstanding principal amounts of our first-priority senior secured term loan facility maturing in 2027 and our first-priority senior secured term loan facility maturing in 2028 (“Repriced Loans”), which are included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above.

The Repriced Loans bear interest at a rate per annum equal to SOFR with a 0.8 % floor, plus a margin equal to 2.0 %.

2030 Senior Unsecured Notes

In April 2024, we issued $ 535 million aggregate principal amount of 5.8 % senior unsecured notes due 2030.

In February 2025, we issued $ 1.0 billion aggregate principal amount of 5.8 % senior unsecured notes due 2030.

We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 10.5 % senior unsecured notes due 2030.

Debt Prepayments

During the nine months ended August 31, 2024, we made prepayments for the following debt instruments:

• Euro-denominated tranche of our first-priority senior secured term loan facility maturing in 2025

• First-priority senior secured term loan facilities maturing in 2027 and 2028

• 9.9 % second-priority secured notes due 2027

• 7.6 % senior unsecured notes due 2026

• 5.8 % senior unsecured notes due 2027

The aggregate amount of these prepayments was $ 3.5 billion.

2033 Senior Unsecured Notes

In February 2025, we issued $ 2.0 billion aggregate principal amount of 6.1 % senior unsecured notes due 2033.

We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 10.4 % senior priority notes due 2028.

Debt Extinguishment and Modification Costs

During the three months ended February 28, 2025, we recognized a total of $ 252 million of debt extinguishment and modification costs, including $ 197 million of premium paid on redemption, within our Consolidated Statements of Income (Loss) as a result of the above transactions.

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Export Credit Facility Borrowings

During the nine months ended August 31, 2024, we borrowed $ 2.3 billion under export credit facilities due in semi-annual installments through 2036.

As of August 31, 2024, the net book value of the vessels subject to negative pledges was $ 18.9 billion.

Convertible Notes

On July 1, 2024, our 5.8 % convertible senior notes due 2024 (the “2024 Convertible Notes”) became convertible, at the option of its holders, at any time prior to the close of business on September 27, 2024.

Pursuant to the terms of the indenture governing the 2024 Convertible Notes, we have irrevocably elected to settle any conversions of the 2024 Convertible Notes during this period in shares of Carnival Corporation common stock.

As of September 27, 2024, holders of substantially all of the $ 426 million of outstanding 2024 Convertible Notes have elected to convert to shares of common stock.

Our export credit facilities are due in semi-annual installments through 2037.

As of February 28, 2025, we had $ 7.8 billion of undrawn export credit facilities to fund ship deliveries planned through 2033.

As of February 28, 2025, the net book value of our ships subject to negative pledges pursuant to export credit facilities was $ 18.5 billion.

Collateral and Priority Pool

As of August 31, 2024, the net book value of our ships and ship improvements, excluding ships under construction, is $ 40.0 billion.

Our secured debt is secured on a first-priority basis by certain collateral, which includes vessels and certain assets related to those vessels and material intellectual property (combined net book value of approximately $ 22.8 billion, including $ 21.2 billion related to vessels and certain assets related to those vessels) as of August 31, 2024 and certain other assets.

As of August 31, 2024, $ 8.0 billion in net book value of our ships and ship improvements relate to the priority pool vessels included in the priority pool of 12 unencumbered vessels (the “Senior Priority Notes Subject Vessels”) for our 2028 Senior Priority Notes and $ 2.8 billion in net book value of our ship and ship improvements relate to the priority pool vessels included in the priority pool of three unencumbered vessels (the “Revolving Facility Subject Vessels”) for our Revolving Facility.

As of August 31, 2024, there was no change in the identity of the Senior Priority Notes Subject Vessels or the Revolving Facility Subject Vessels.

As of February 28, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $ 39.0 billion.

Our secured debt is secured on a first-priority basis by certain collateral, which includes ships and certain assets related to those ships and material intellectual property (combined net book value of approximately $ 22.1 billion, including $ 20.5 billion related to ships and certain assets related to those ships) as of February 28, 2025 and certain other assets.

As of February 28, 2025, $ 2.8 billion in net book value of our ship and ship improvements relate to the priority pool ships included in the priority pool of three unencumbered ships (the “Revolving Facility Subject Ships”) for our Revolving Facility.

As of February 28, 2025, there was no change in the identity of the Revolving Facility Subject Ships.

Covenant Compliance

As of August 31, 2024, our Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below:

• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) as follows:

◦ For certain of our unsecured loans and our Revolving Facility, at a ratio of not less than 2.0 to 1.0 for each testing date until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November

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30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates.

◦ For our export credit facilities, at a ratio of not less than 2.0 to 1.0 for each testing date until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards.

As of February 28, 2025, our Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below:

• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) at a ratio of not less than 2.0 to 1.0 for each testing date until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates

• For certain of our unsecured loans and export credit facilities, maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $ 5.0 billion

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• Maintain minimum liquidity of $ 1.5 billion

• Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating if the Company reaches an investment grade credit rating in accordance with the agreement governing the Revolving Facility).

• Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating if we reach an investment grade credit rating in accordance with the agreement governing the Revolving Facility)

• Limit the amounts of our secured assets as well as secured and other indebtedness

At August 31, 2024 , we were in compliance with the applicable covenants under our debt agreements.

At February 28, 2025 , we were in compliance with the applicable covenants under our debt agreements.

Generally, if an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-acceleration clauses therein, substantially all of our outstanding debt and derivative contract payables could become due, and our debt and derivative contracts could be terminated.

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An unfavorable outcome might result in a material adverse impact on our business, results of operations, financial position or liquidity.

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As previously disclosed, on May 2, 2019, the Havana Docks Corporation filed a lawsuit against Carnival Corporation in the U.S.

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On December 30, 2022, the court entered judgment against Carnival Corporation in the amount of $ 110 million plus $ 4 million in fees and costs.

We have filed an appeal.

Oral argument was held on May 17, 2024.

As of August 31, 2024, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed.

On October 22, 2024, the Court of Appeals for the 11 th Circuit reversed the District Court’s judgment against us.

On March 6, 2025, Havana Docks filed a petition for certiorari with the Supreme Court of the United States.

Following resolution of that petition, the case will be remanded to the District Court for further proceedings.

We believe the ultimate outcome of this matter will not have a material impact on our consolidated financial statements.

As of February 28, 2025, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed.

These actions include claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships.

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These can vary in scope and range from inadvertent events to malicious motivated attacks.

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We have incurred legal and other costs in connection with cyber incidents that have impacted us.

The penalties and settlements paid in connection with cyber incidents over recent years were not material.

The penalties and settlements paid in connection with cyber incidents over the last three years were not material.

While these incidents did not have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future attacks, incidents or litigation that could have such a material adverse effect.

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We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

Under the European Union Treaty, the European Commission is required to approve on a periodic basis certain economic benefits that are provided under Italian law, with the last approval granted through December 31, 2023.

Under the European Union Treaty certain economic benefits that are provided under Italian law are subject to approval on a periodic basis by the European Commission, with the most recent approval granted through December 31, 2023.

One of our subsidiaries continues to receive and recognize these benefits.

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Although the agreements vary, these requirements may generally be satisfied either through a withheld percentage of customer payments or providing cash funds directly to the credit card processor.

As of August 31, 2024 we were not required to maintain any reserve funds or compensating deposits.

As of November 30, 2023 , we had $ 844 million in reserve funds and $ 158 million in compensating deposits we were required to maintain, which were included within other assets.

Ship Commitments

As of August 31, 2024, our new ship growth capital commitments were $ 0.2 billion for the remainder of 2024 and $ 0.9 billion, $ 0.4 billion, $ 1.4 billion, $ 1.3 billion and $ 4.9 billion for the years ending November 30, 2025, 2026, 2027, 2028 and thereafter.

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Ship Commitments

As of February 28, 2025, our new ship growth capital commitments were $ 0.9 billion for the remainder of 2025 and $ 0.4 billion, $ 1.3 billion, $ 1.3 billion, $ 1.5 billion and $ 3.2 billion for the years ending November 30, 2026, 2027, 2028, 2029 and thereafter.

NOTE 5 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks

8 unchanged sentences

Financial Instruments that are not Measured at Fair Value on a Recurring Basis

August 31, 2024 November 30, 2023

February 28, 2025 November 30, 2024

Value Fair Value Carrying

8 unchanged sentences

Financial Instruments that are Measured at Fair Value on a Recurring Basis

August 31, 2024 November 30, 2023

February 28, 2025 November 30, 2024

(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

8 unchanged sentences

Valuation of Goodwill and Trademarks

As of July 31, 2024, we performed our annual goodwill and trademark impairment reviews and determined there was no impairment for goodwill or trademarks.

As of August 31, 2024 and November 30, 2023 , goodwill for our North America and Australia (“NAA”) segment was $ 579 million.

(in millions) NAA

As of February 28, 2025 and November 30, 2024 , goodwill for our North America segment was $ 579 million.

(in millions) North America

Segment Europe

2 unchanged sentences

Exchange movements — ( 1 ) ( 1 )

August 31, 2024 $ 927 $ 244 $ 1,171

February 28, 2025 $ 927 $ 233 $ 1,160

Derivative Instruments and Hedging Activities

(in millions) Balance Sheet Location August 31, 2024 November 30, 2023

(in millions) Balance Sheet Location February 28, 2025 November 30, 2024

Derivative assets

1 unchanged sentence

Interest rate swaps (a) Prepaid expenses and other $ — $ 2

Other assets — 22

Derivatives not designated as hedging instruments

Interest rate swaps (a) Prepaid expenses and other — 1

Total derivative assets $ — $ 2

1 unchanged sentence

Derivatives designated as hedging instruments

Cross currency swaps (b) Other long-term liabilities $ — $ 12

Interest rate swaps (a) Accrued liabilities and other 1 —

Other long-term liabilities 19 16

Interest rate swaps (a) Other long-term liabilities $ 4 $ 4

Total derivative liabilities $ 4 $ 4

(a) We have interest rate swaps whereby we receive floating interest rate payments in exchange for making fixed interest rate payments.

These interest rate swap agreements effectively changed $ 22 million at August 31, 2024 and $ 46 million at November 30, 2023 of EURIBOR-based floating rate euro debt to fixed rate euro debt, and $ 2.0 billion at August 31, 2024 of SOFR-based variable rate debt to fixed rate debt.

As of August 31, 2024 and November 30, 2023 , the EURIBOR-based interest rate swaps settle through 2025 and were not designated as cash flow hedges;

These interest rate swap agreements effectively changed $ 10 million at February 28, 2025 and $ 11 million at November 30, 2024 of EURIBOR-based floating rate euro debt to fixed rate euro debt, and $ 1.0 billion at February 28, 2025 and November 30, 2024 of SOFR-based variable rate debt to fixed rate debt.

As of February 28, 2025 and November 30, 2024 , the EURIBOR-based interest rate swaps settle through March 2025 and were not designated as cash flow hedges;

the SOFR-based interest rate swaps settle through 2027 and were designated as cash flow hedges.

Subsequent to August 31, 2024, we terminated a portion of our SOFR-based interest rate swaps with a notional amount of $ 1.0 billion.

(b) At November 30, 2023 , we had a cross currency swap with a notional amount of $ 670 million that was designated as a hedge of our net investment in foreign operations with euro-denominated functional currencies.

This cross currency swap was terminated in January 2024.

Our derivative contracts include rights of offset with our counterparties.

As of August 31, 2024 and November 30, 2023 , there was no netting for our derivative assets and liabilities.

The amounts that were not offset in the balance sheet were not material.

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As of February 28, 2025 and November 30, 2024 , we did not have any counterparties with multiple derivative contracts.

The effect of our derivatives qualifying and designated as hedging instruments recognized in other comprehensive income (loss) and in net income (loss) was as follows:

Three Months Ended

August 31, Nine Months Ended

February 28/29,

(in millions) 2025 2024

Gains (losses) recognized in AOCI:

Cross currency swaps – net investment hedges - included component

$ — $ ( 10 ) $ — $ ( 1 )

Cross currency swaps – net investment hedges - excluded component

$ — $ 1 $ — $ ( 3 )

Interest rate swaps – cash flow hedges $ — $ 13

1 unchanged sentence

Interest rate swaps – Interest expense, net of capitalized interest $ 2 $ ( 11 )

Foreign currency zero cost collars – Depreciation and amortization $ — $ — $ ( 1 ) $ ( 1 )

Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges)

Cross currency swaps – Interest expense, net of capitalized interest

$ — $ 3 $ 2 $ 7

The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three and nine months ended August 31, 2024 and estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months are not material.

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The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three months ended February 28, 2025 and estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months are not material.

Financial Risks

13 unchanged sentences

Our operations also have revenue and expenses denominated in non-functional currencies.

Movements in foreign currency exchange rates affect our financial statements.

Movements in foreign currency exchange rates affect our consolidated financial statements.

Investment Currency Risks

4 unchanged sentences

Our shipbuilding contracts are typically denominated in euros.

Our decision to hedge a non-functional currency ship commitment for our cruise brands is made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks.

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At August 31, 2024, our remaining newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands, which represent a total unhedged commitment of $ 9.1 billion for newbuilds scheduled to be delivered through 2033.

At February 28, 2025, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands.

The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than our cruise brands’ functional currency will be affected by foreign currency exchange rate fluctuations.

These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships.

We have in the past and may in the future utilize derivative financial instruments, such as foreign currency derivatives, to manage our exposure to newbuild currency risks.

Our decisions to hedge non-functional currency ship commitments for our cruise brands are made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks.

Interest Rate Risks

We manage our exposure to fluctuations in interest rates through our debt portfolio management and investment strategies.

We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps and the issuance of new debt.

We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps, refinancing of existing debt and the issuance of new debt.

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Concentrations of Credit Risk

As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business.

We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash and cash equivalents, investments, notes receivables, reserve funds related to customer deposits, future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees, by:

We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash and cash equivalents, investments, notes receivables, reserve funds related to customer deposits (when required), future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees, by:

• Conducting business with well-established financial institutions, insurance companies and export credit agencies

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The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other characteristics, including geographic guest sourcing.

Our four reportable segments are comprised of (1) NAA cruise operations, (2) Europe cruise operations (“Europe”), (3) Cruise Support and (4) Tour and Other.

Our four reportable segments are comprised of (1) North America cruise operations (“North America”), (2) Europe cruise operations (“Europe”), (3) Cruise Support and (4) Tour and Other.

Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of our cruise brands.

Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations.

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Three Months Ended August 31,

(in millions) Revenues Operating

expenses Selling

administrative Depreciation

amortization Operating

income (loss)

NAA $ 5,322 $ 3,000 $ 455 $ 424 $ 1,442

Europe 2,331 1,166 223 173 770

Cruise Support 62 37 81 48 ( 104 )

Tour and Other 181 100 5 6 70

$ 7,896 $ 4,303 $ 763 $ 651 $ 2,178

NAA $ 4,566 $ 2,661 $ 420 $ 377 $ 1,107

Europe 2,060 1,124 199 168 569

Cruise Support 56 30 87 47 ( 109 )

Tour and Other 172 105 7 3 56

$ 6,854 $ 3,921 $ 713 $ 596 $ 1,624

Nine Months Ended August 31,

Three Months Ended February 28/29,

(in millions) Revenues Operating

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income (loss)

NAA $ 12,880 $ 7,983 $ 1,421 $ 1,237 $ 2,239

North America (a) $ 3,906 $ 2,436 $ 521 $ 434 $ 516

Europe 1,830 1,270 250 169 140

2 unchanged sentences

$ 5,810 $ 3,766 $ 848 $ 654 $ 543

NAA $ 11,000 $ 7,132 $ 1,295 $ 1,115 $ 1,458

North America (a) $ 3,574 $ 2,402 $ 502 $ 398 $ 272

Europe 1,769 1,251 234 164 119

2 unchanged sentences

$ 5,406 $ 3,705 $ 813 $ 613 $ 276

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(a) Beginning in the first quarter of 2025, we renamed the North America and Australia segment to the North America segment.

Revenue by geographic areas, which are based on where our guests are sourced, were as follows:

Three Months Ended

August 31, Nine Months Ended

February 28/29,

(in millions) 2025 2024

4 unchanged sentences

$ 5,810 $ 5,406

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NOTE 7 – Earnings Per Share

Three Months Ended

August 31, Nine Months Ended

February 28/29,

(in millions, except per share data) 2025 2024

Net income (loss) $ 1,735 $ 1,074 $ 1,613 $ ( 26 )

Interest expense on dilutive convertible notes 25 24 73 —

Net income (loss) for diluted earnings per share $ 1,760 $ 1,098 $ 1,686 $ ( 26 )

Net income (loss) for basic and diluted earnings per share $ ( 78 ) $ ( 214 )

Weighted-average shares outstanding 1,309 1,264

Dilutive effect of equity awards 5 6 5 —

Dilutive effect of convertible notes 127 127 127 —

Diluted weighted-average shares outstanding 1,309 1,264

3 unchanged sentences

Three Months Ended

August 31, Nine Months Ended

February 28/29,

(in millions) 2025 2024

3 unchanged sentences

NOTE 8 – Supplemental Cash Flow Information

(in millions) August 31, 2024 November 30, 2023

(in millions) February 28, 2025 November 30, 2024

Cash and cash equivalents (Consolidated Balance Sheets) $ 833 $ 1,210

3 unchanged sentences

NOTE 9 – Property and Equipment

During the three months ended August 31, 2024, we entered into an agreement to sell one NAA segment ship, which represents a passenger-capacity reduction of 2,000 berths.

We will continue to operate the NAA segment ship under a bareboat charter agreement through February 2025.

In March 2025, we completed the sale of one North America segment ship for an expected gain which is not material and represents a passenger-capacity reduction of 460 berths.

We will continue to operate the ship under a bareboat charter agreement through May 2026.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements