What changed in this filing

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Item 1. Financial Statements

2025-06-26 compared with 2025-03-25 · 155 added, 84 removed, 438 unchanged (35% of the section changed)

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(in millions, except per share data)

Three Months Ended February 28/29,

Three Months Ended May 31, Six Months Ended

2025 2024 2025 2024

Passenger ticket $ 4,104 $ 3,754 $ 7,936 $ 7,370

Onboard and other 2,224 2,027 4,202 3,817

6,328 5,781 12,139 11,187

Operating Expenses

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Payroll and related 640 614 1,280 1,237

Fuel 468 525 933 1,030

Food 372 360 726 706

Other operating 955 938 1,813 1,800

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Depreciation and amortization 692 634 1,346 1,247

5,394 5,221 10,662 10,352

Operating Income 934 560 1,477 836

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Income (Loss) Before Income Taxes 582 96 510 ( 118 )

Income Tax Benefit (Expense), Net ( 7 ) —

Income Tax Expense, Net ( 17 ) ( 5 ) ( 24 ) ( 5 )

Net Income (Loss) $ 565 $ 92 $ 486 $ ( 123 )

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(in millions)

Three Months Ended February 28/29,

Three Months Ended May 31, Six Months Ended

2025 2024 2025 2024

Net Income (Loss) $ 565 $ 92 $ 486 $ ( 123 )

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Change in foreign currency translation adjustment 227 7 215 7

Other 6 11 6 12

Other Comprehensive Income (Loss) 233 18 221 19

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(in millions)

Three Months Ended February 28/29,

Six Months Ended

OPERATING ACTIVITIES

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Depreciation and amortization 1,346 1,247

(Gain) loss on debt extinguishment 249 33

Loss on debt extinguishment 253 63

(Income) loss from equity-method investments 3 7

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Non-cash lease expense 77 67

Gain on sales of ships ( 103 ) —

Greenhouse gas regulatory expense 29 15

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stock Total shareholders’ equity

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

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

Net income (loss) — — — 565 — — 565

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Share-based compensation and other — — 28 — — ( 1 ) 27

At May 31, 2025 $ 13 $ 361 $ 17,208 $ 2,543 $ ( 1,753 ) $ ( 8,364 ) $ 10,007

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

Net income (loss) — — — 92 — — 92

Other comprehensive income (loss) — — — — 18 — 18

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

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

Six 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 — — 52 — — ( 5 ) 48

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

At May 31, 2025 $ 13 $ 361 $ 17,208 $ 2,543 $ ( 1,753 ) $ ( 8,364 ) $ 10,007

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

Net income (loss) — — — ( 123 ) — — ( 123 )

Other comprehensive income (loss) — — — — 19 — 19

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

Share-based compensation and other — — 36 — — ( 2 ) 35

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

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

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For 2024, we reclassified $ 15 million from other to greenhouse gas regulatory expense in the Consolidated Statements of Cash Flows to conform to the current year presentation.

Brand Realignment

In March 2025, we sunset the P&O Cruises (Australia) brand and folded its operations into Carnival Cruise Line.

Accounting Pronouncements

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

This guidance requires annual and interim disclosure of significant segment expenses that are provided to the chief operating decision maker (“CODM”) as well as interim disclosures for all reportable segments’ profit or loss and assets.

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

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

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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 .

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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.

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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

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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.

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

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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 cost of prepaid air and other transportation expenses at May 31, 2025 and November 30, 2024 were $ 228 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.

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These amounts include refundable deposits.

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.

We had total customer deposits of $ 8.5 billion as of May 31, 2025 and $ 6.8 billion as of November 30, 2024.

During the six months ended May 31, 2025 and 2024, we recognized revenues of $ 5.1 billion and $ 4.7 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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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 $ 354 million as of February 28, 2025 and $ 336 million as of November 30, 2024 .

We had incremental costs of obtaining contracts with customers recognized as assets of $ 445 million as of May 31, 2025 and $ 336 million as of November 30, 2024 .

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NOTE 3 – Debt

February 28, November 30,

May 31, November 30,

(in millions) Maturity Rate (a) 2025 2024

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Unsecured Subsidiary Guaranteed

Notes Mar 2026 7.6 % 1,351 1,351

Notes (d) Mar 2026 7.63 % — 1,351

Notes Mar 2027 5.75 % 2,722 2,722

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Notes Mar 2030 5.75 % 1,000 —

Notes (d) Jun 2030 10.5 % — 1,000

Notes (e) Jun 2030 10.50 % — 1,000

Notes Jun 2031 5.88 % 1,000 —

Notes Feb 2033 6.13 % 2,000 —

EUR floating rate Apr 2025 EURIBOR + 3.3 %

EUR floating rate (f) Apr 2025 EURIBOR + 3.25 %

Export Credit Facilities

Floating rate Dec 2031 SOFR + 1.2 % (e)

Floating rate Dec 2031 SOFR + 1.20 % (g)

Fixed rate Aug 2027 - Dec 2032 2.42 - 3.38 %

EUR floating rate Mar 2025 - Nov 2034 EURIBOR + 0.2 - 0.8 %

EUR floating rate Oct 2026 - Nov 2034 EURIBOR + 0.55 - 0.80 %

EUR fixed rate Feb 2031 - Sep 2037 1.05 - 4.00 %

Total Unsecured Subsidiary Guaranteed 21,197 19,803

Unsecured Notes (No Subsidiary Guarantee)

Unsecured (No Subsidiary Guarantee)

Notes Jan 2028 6.65 % 200 200

EUR Notes Oct 2029 1.00 % 682 633

Total Unsecured Notes (No Subsidiary Guarantee) 829 833

EUR floating rate (f) Apr 2029 EURIBOR + 1.95 %

Total Unsecured (No Subsidiary Guarantee) 1,223 833

Total Debt 27,967 28,213

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Long-Term Debt $ 25,862 $ 25,936

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(a) The reference rates, together with any applicable credit adjustment spread, for all of our variable debt have 0.00 % to 0.75 % floors.

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(d) See “2031 Senior Unsecured Notes” below.

(e) Includes applicable credit adjustment spread.

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

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

(f) In April 2025, the euro floating rate loan agreement was amended to increase the principal amount by $ 112 million , extend its maturity from April 2025 to April 2029, amend the loan’s margin from 3.25 % to 1.95 % and remove the subsidiary guarantee .

(g) Includes applicable credit adjustment spread.

As of May 31, 2025, Carnival Corporation and/or Carnival plc was 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 credit facility (“Revolving Facility”) of Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”), a subsidiary of Carnival Corporation

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• $ 0.2 billion under an export credit facility of Sun Princess II Limited, a subsidiary of Carnival Corporation

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

As of May 31, 2025, all of our outstanding debt was issued or guaranteed by substantially the same entities with the exception of the following:

• The Revolving Facility of Carnival Holdings II, 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

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

As of May 31, 2025, the scheduled maturities of our debt are as follows:

(in millions)

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Revolving 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.

As of May 31, 2025, Carnival Holdings II had $ 3.0 billion available for borrowing under the Revolving Facility.

New Revolving Facility

In June 2025, Carnival Corporation and Carnival plc entered into a $ 4.5 billion unsecured multi-currency revolving credit facility (“New Revolving Facility”).

The New Revolving Facility replaced the Revolving Facility of Carnival Holdings II.

The New Revolving Facility matures in June 2030 and contains an accordion feature, allowing for up to $ 1.0 billion of additional revolving commitments.

We may borrow or utilize available amounts under the New Revolving Facility through June 2030, subject to the satisfaction of the conditions in the facility.

Borrowings under the New Revolving Facility will bear interest at a rate of term SOFR, EURIBOR, or daily compounding SONIA, as applicable, plus a margin based on the long-term credit ratings of Carnival Corporation.

In addition, we are required to pay certain fees on the aggregate commitments under the New Revolving Facility.

Repricing of Senior Secured Term Loans

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.

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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 0.75 % floor, plus a margin equal to 2.00 %.

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We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 10.38 % senior priority notes due 2028.

2031 Senior Unsecured Notes

In May 2025, we issued $ 1.0 billion aggregate principal amount of 5.88 % senior unsecured notes due 2031.

We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 7.63 % senior unsecured notes due 2026.

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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During the three and six months ended May 31, 2025, we recognized a total of $ 4 million and $ 255 million of debt extinguishment and modification costs, including $ 197 million of premium paid on redemption during the six months ended May 31, 2025, within our Consolidated Statements of Income (Loss) as a result of the above transactions.

Export Credit Facility Borrowings

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.

As of May 31, 2025, we had $ 8.4 billion of undrawn export credit facilities to fund ship deliveries planned through 2033.

As of May 31, 2025, the net book value of our ships subject to negative pledges pursuant to export credit facilities was $ 18.7 billion.

Collateral and Priority Pool

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.

As of May 31, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $ 39.8 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 $ 22.7 billion, including $ 21.1 billion related to ships and certain assets related to those ships) as of May 31, 2025 and certain other assets.

As of May 31, 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 May 31, 2025, there was no change in the identity of the Revolving Facility Subject Ships.

Covenant Compliance

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

As of May 31, 2025, our Revolving Facility, unsecured loan 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 our export credit facilities and our Revolving Facility, at a ratio of not less than 2.0 to 1.0 for the May 31, 2025 testing date, 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 our unsecured loan, at a ratio of not less than 2.0 to 1.0 for the May 31, 2025 testing date through the maturity date

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

• Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 65 %

• Maintain minimum liquidity of $ 1.5 billion

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

At May 31, 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 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.

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

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.

As of May 31, 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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Further proceedings will determine the applicability of this ruling to the remaining class participants.

On March 31, 2025, the court in the Italian matter returned a ruling rejecting most of the plaintiffs’ claims and awarding a half-price fare reduction for certain passengers.

Plaintiffs have appealed the ruling.

We continue to take actions to defend against the above claims.

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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.

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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 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.

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.

In May 2025, the European Commission announced it had approved these benefits through December 31, 2033.

The full text of the decision is yet to be made public.

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

The Italian Government has requested approval for these benefits to continue to be applied after December 31, 2023.

The timing of the European Commission’s decision is uncertain and could take more than a year.

If the European Commission were to deny a portion or all of the benefits, the Italian Government may be required to retroactively disallow these benefits and seek reimbursement from us which would result in a reversal of the recognition of such benefits, which depending on the timing of resolution, could have a material impact on our consolidated financial statements.

We will assess the details of the decision once made public.

If the European Commission denied a portion of the benefits we recognized, the Italian Government may be required to retroactively disallow them and seek reimbursement from us, which would result in a reversal of their recognition.

We do not expect the outcome to have a material impact on our consolidated financial statements.

Other Contingent Obligations

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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.

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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.

As of May 31, 2025, our new ship growth capital commitments were $ 0.9 billion for the remainder of 2025 and $ 0.5 billion, $ 1.6 billion, $ 1.4 billion, $ 1.8 billion and $ 6.3 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

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Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.

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

February 28, 2025 November 30, 2024

May 31, 2025 November 30, 2024

Value Fair Value Carrying

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

February 28, 2025 November 30, 2024

May 31, 2025 November 30, 2024

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

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(a) Consists of money market funds and cash investments with original maturities of less than 90 days.

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Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis

Valuation of Goodwill and Trademarks

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

As of May 31, 2025 and November 30, 2024 , goodwill for our North America segment was $ 579 million.

(in millions) North America

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Exchange movements — 16 16

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

May 31, 2025 $ 927 $ 250 $ 1,177

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Derivative Instruments and Hedging Activities

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

(in millions) Balance Sheet Location May 31, 2025 November 30, 2024

Derivative assets

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(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 $ 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.

These interest rate swap agreements effectively changed $ 1.0 billion at May 31, 2025 and November 30, 2024 of SOFR-based variable rate debt to fixed rate debt.

As of May 31, 2025 and November 30, 2024 , the SOFR-based interest rate swaps settle through 2027 and were designated as cash flow hedges.

At November 30, 2024, we had a EURIBOR-based interest rate swap that was not designated as a cash flow hedge and effectively changed $ 11 million of EURIBOR-based floating rate euro debt to fixed rate euro debt.

The EURIBOR-based interest rate swap matured in March 2025.

Our derivative contracts include rights of offset with our counterparties.

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

As of May 31, 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

February 28/29,

Six Months Ended

(in millions) 2025 2024 2025 2024

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Interest rate swaps – Interest expense, net of capitalized interest $ 2 $ ( 8 ) $ 4 $ ( 20 )

Foreign currency zero cost collars – Depreciation and amortization $ 4 $ — $ 3 $ 1

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

Cross currency swaps – Interest expense, net of capitalized interest

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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.

$ — $ — $ — $ 2

The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three and six months ended May 31, 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

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We manage fuel consumption through fleet optimization, energy efficiency, itinerary efficiency, and new technologies and alternative fuels.

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Foreign Currency Exchange Rate Risks

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Our shipbuilding contracts are typically denominated in euros.

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

At May 31, 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.

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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

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• Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales and new ship progress payments to shipyards

We also monitor the creditworthiness of travel agencies and tour operators in Australia and Europe and credit and debit card providers to which we extend credit in the normal course of our business.

Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in Australia and most of Europe where we are obligated to honor our guests’ cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments.

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We also monitor the creditworthiness of travel agencies and tour operators and credit and debit card providers to which we extend credit in the normal course of our business.

Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in certain European countries where we are obligated to honor our guests’ cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments.

Concentrations of credit risk associated with trade receivables and other receivables, charter-hire agreements and contingent obligations are not considered to be material, principally due to the large number of unrelated accounts, the nature of these contingent obligations and their short maturities.

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NOTE 6 – Segment Information

The chief operating decision maker, who is the President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation and Carnival plc assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments.

The chief operating decision maker, who is the Chief Executive Officer of Carnival Corporation and Carnival plc assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments.

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.

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

Three Months Ended February 28/29,

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Three Months Ended May 31,

(in millions) Revenues Operating

13 unchanged sentences

$ 5,781 $ 3,798 $ 789 $ 634 $ 560

Table of Content

Six Months Ended May 31, 2025

(in millions) Revenues Operating

expenses Selling

administrative Depreciation

amortization Operating

income (loss)

North America (a) $ 8,120 $ 5,036 $ 993 $ 884 $ 1,207

Europe 3,841 2,478 499 356 508

Cruise Support 145 91 163 95 ( 204 )

Tour and Other 33 47 9 12 ( 34 )

$ 12,139 $ 7,653 $ 1,663 $ 1,346 $ 1,477

North America (a) $ 7,558 $ 4,982 $ 966 $ 813 $ 797

Europe 3,466 2,386 464 328 288

Cruise Support 122 75 162 94 ( 210 )

Tour and Other 41 59 10 12 ( 40 )

$ 11,187 $ 7,502 $ 1,603 $ 1,247 $ 836

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

1 unchanged sentence

Three Months Ended

February 28/29,

Six Months Ended

(in millions) 2025 2024 2025 2024

4 unchanged sentences

$ 6,328 $ 5,781 $ 12,139 $ 11,187

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NOTE 7 – Earnings Per Share

Three Months Ended

February 28/29,

Six Months Ended

(in millions, except per share data) 2025 2024 2025 2024

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

Net income (loss) $ 565 $ 92 $ 486 $ ( 123 )

Interest expense on dilutive Convertible Notes 18 — — —

Net income (loss) for diluted earnings per share $ 582 $ 92 $ 486 $ ( 123 )

Weighted-average shares outstanding 1,312 1,267 1,310 1,265

Dilutive effect of equity awards 4 4 6 —

Dilutive effect of Convertible Notes 84 — — —

Diluted weighted-average shares outstanding 1,400 1,271 1,316 1,265

3 unchanged sentences

Three Months Ended

February 28/29,

Six Months Ended

(in millions) 2025 2024 2025 2024

3 unchanged sentences

NOTE 8 – Supplemental Cash Flow Information

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

(in millions) May 31, 2025 November 30, 2024

Cash and cash equivalents (Consolidated Balance Sheets) $ 2,146 $ 1,210

3 unchanged sentences

NOTE 9 – Property and Equipment

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.

During 2025, we completed the sales of one North America segment ship and one Europe segment ship, which represents a passenger-capacity reduction of 460 berths for our North America segment and 2,700 berths for our Europe segment.

We will continue to operate the North America segment ship through May 2026 and the Europe segment ship through September 2026 under bareboat charter agreements.

Table of Content

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