What changed in this filing

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Item 1. Financial Statements

2025-09-29 compared with 2025-06-26 · 137 added, 145 removed, 448 unchanged (39% of the section changed)

3 unchanged sentences

(in millions, except per share data)

Three Months Ended May 31, Six Months Ended

Three Months Ended August 31, Nine Months Ended

2025 2024 2025 2024

1 unchanged sentence

Onboard and other 2,723 2,657 6,925 6,474

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

Operating Expenses

Total Revenues 8,153 7,896 20,292 19,083

Cruise and tour operating expenses:

Commissions, transportation and other 973 958 2,603 2,510

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Other operating 1,044 995 2,858 2,796

Cruise and tour operating expenses 3,886 3,798 7,653 7,502

Selling and administrative 816 789 1,663 1,603

Depreciation and amortization 692 634 1,346 1,247

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

Total Cruise and tour operating expenses 4,385 4,303 12,037 11,805

Selling and administrative expense 779 763 2,442 2,366

Depreciation and amortization expense 717 651 2,064 1,898

Operating Income 2,271 2,178 3,748 3,013

Nonoperating Income (Expense)

Interest income 15 19 34 77

2 unchanged sentences

Other income (expense), net ( 2 ) ( 10 ) ( 14 ) ( 35 )

( 353 ) ( 464 ) ( 967 ) ( 953 )

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

Income Before Income Taxes 1,857 1,743 2,368 1,626

Income tax expense, net ( 6 ) ( 8 ) ( 30 ) ( 13 )

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

Net Income $ 1,852 $ 1,735 $ 2,338 $ 1,613

Earnings Per Share

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(in millions)

Three Months Ended May 31, Six Months Ended

Three Months Ended August 31, Nine Months Ended

2025 2024 2025 2024

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

Net Income $ 1,852 $ 1,735 $ 2,338 $ 1,613

Items Included in Other Comprehensive Income (Loss)

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(in millions)

Six Months Ended

Nine Months Ended

OPERATING ACTIVITIES

Net income (loss) $ 486 $ ( 123 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities

Net income $ 2,338 $ 1,613

Adjustments to reconcile net income to net cash provided by (used in) operating activities

Depreciation and amortization 2,064 1,898

Impairments — 2

Loss on debt extinguishment 358 75

16 unchanged sentences

Proceeds from sales of ships and other 312 16

Other ( 45 ) 72

Advances to affiliates ( 90 ) ( 43 )

Net cash provided by (used in) investing activities ( 1,815 ) ( 3,961 )

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Proceeds from issuance of long-term debt 8,618 3,048

Other 10 ( 1 )

Net cash provided by (used in) financing activities ( 2,355 ) ( 1,953 )

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capital Retained

(accumulated deficit) AOCI Treasury

earnings AOCI Treasury

stock Total shareholders’ equity

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

Net income (loss) — — — 565 — — 565

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

Net income — — — 1,852 — — 1,852

Other comprehensive income (loss) — — — — 39 — 39

Issuance of treasury shares for vested share-based awards — — — ( 12 ) — 12 —

Share-based compensation and other — — 31 — — — 31

At August 31, 2025 $ 13 $ 361 $ 17,238 $ 4,395 $ ( 1,715 ) $ ( 8,364 ) $ 11,928

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

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

Net income (loss) — — — 92 — — 92

Net income — — — 1,735 — — 1,735

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

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

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

Nine Months Ended

stock Ordinary

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

Net income (loss) — — — 486 — — 486

Net income — — — 2,338 — — 2,338

Other comprehensive income (loss) — — — — 260 — 260

1 unchanged sentence

Share-based compensation and other — — 83 — — ( 5 ) 79

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

At August 31, 2025 $ 13 $ 361 $ 17,238 $ 4,395 $ ( 1,715 ) $ ( 8,364 ) $ 11,928

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

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

Net income — — — 1,613 — — 1,613

Other comprehensive income (loss) — — — — 45 — 45

1 unchanged sentence

Share-based compensation and other — — 59 — — ( 2 ) 57

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

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

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

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

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.

For 2024, we reclassified $ 33 million from other to greenhouse gas regulatory expense and $ 43 million from other to advances to affiliates in the Consolidated Statements of Cash Flows to conform to the current year presentation.

Brand Realignment

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In July 2025, the FASB issued guidance, Financial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This guidance provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets accounted for under Revenue from Contracts with Customers .

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

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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.

Future travel discount vouchers are included as a reduction of 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 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 May 31, 2025 and November 30, 2024 were $ 228 million and $ 219 million.

The cost of prepaid air and other transportation expenses at August 31, 2025 and November 30, 2024 were $ 206 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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Customer Deposits

Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage.

Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the commencement of the voyage.

Cash received from guests in advance of the cruise is recorded in customer deposits and in other long-term liabilities on our Consolidated Balance Sheets.

These amounts include refundable deposits.

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.

We had total customer deposits of $ 7.1 billion as of August 31, 2025 and $ 6.8 billion as of November 30, 2024.

During the nine months ended August 31, 2025 and 2024, we recognized revenues of $ 5.8 billion and $ 5.1 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.

3 unchanged sentences

These receivables are included within trade and other receivables, net and are less allowances for expected credit losses.

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Contract Costs

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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 $ 445 million as of May 31, 2025 and $ 336 million as of November 30, 2024 .

We had incremental costs of obtaining contracts with customers recognized as assets of $ 339 million as of August 31, 2025 and $ 336 million as of November 30, 2024 .

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NOTE 3 – Debt

May 31, November 30,

August 31, November 30,

(in millions) Maturity Rate (a) 2025 2024

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Notes Aug 2029 7.00 % 500 500

Floating rate Aug 2027 - Oct 2028 SOFR + 2.00 % (b)

Floating rate (b) Aug 2027 - Oct 2028 SOFR + 2.00 % (c)

Total Secured Subsidiary Guaranteed 3,098 5,547

Senior Priority Subsidiary Guaranteed

Notes (c) May 2028 10.38 % — 2,030

Notes (b) May 2028 10.38 % — 2,030

Unsecured Subsidiary Guaranteed

Notes (d) Mar 2026 7.63 % — 1,351

Notes Mar 2027 5.75 % 2,722 2,722

Notes (b) Mar 2026 7.63 % — 1,351

Notes (b) Mar 2027 5.75 % — 2,722

Convertible Notes Dec 2027 5.75 % 1,131 1,131

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Notes Mar 2030 5.75 % 1,000 —

Notes (e) Jun 2030 10.50 % — 1,000

Notes (b) Jun 2030 10.50 % — 1,000

Notes Jun 2031 5.88 % 1,000 —

EUR Notes Jul 2031 4.13 % 1,168 —

Notes Aug 2032 5.75 % 3,000 —

Notes Feb 2033 6.13 % 2,000 —

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

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

Floating rate Aug 2027 SOFR + 1.13 %

Export Credit Facilities

Floating rate Dec 2031 SOFR + 1.20 % (g)

Floating rate Dec 2031 SOFR + 1.20 % (e)

Fixed rate Aug 2027 - Dec 2032 2.42 - 3.38 %

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EUR Notes Oct 2029 1.00 % 701 633

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

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

Total Unsecured (No Subsidiary Guarantee) 1,252 833

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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.

(b) As part of the repricing of our senior secured term loans, we amended the loans’ margin from 2.75 % to 2.00 %.

(a) The reference rates, together with any applicable credit adjustment spread, for all of our floating rate debt have a 0.00 % floor.

(b) See “Debt Prepayments” below.

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

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

(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

• $ 0.9 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation

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

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

(d) 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 .

(e) Includes applicable credit adjustment spread.

As of August 31, 2025, all of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the $ 1.1 billion of export credit facilities of Sun Princess Limited and Sun Princess II Limited (“Sun Princess II”), which do not guarantee our other outstanding debt.

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

(in millions)

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Revolving 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.

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

The Revolving Facility replaced the $ 1.9 billion, € 0.9 billion and £ 0.1 billion multi-currency revolving credit facility of Carnival Holdings (Bermuda) II Limited, a subsidiary of Carnival Corporation.

The Revolving Facility contains an accordion feature allowing up to $ 1.0 billion of additional revolving commitments.

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

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

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

As of August 31, 2025 we had $ 4.5 billion available for borrowings under the 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 were included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above.

In July 2025, the Repriced Loans were prepaid.

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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 %.

2030 Senior Unsecured Notes

In February 2025, we issued $ 1.0 billion aggregate principal amount of 5.75 % 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 10.50 % senior unsecured notes due 2030.

2033 Senior Unsecured Notes

In February 2025, we issued $ 2.0 billion aggregate principal amount of 6.13 % 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 10.38 % 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 Issuances and Borrowings

During 2025, we issued the following senior unsecured notes:

• $ 1.0 billion of 5.75 % senior unsecured notes due 2030

• $ 1.0 billion of 5.88 % senior unsecured notes due 2031

• $ 1.2 billion of 4.13 % senior unsecured euro notes due 2031

• $ 3.0 billion of 5.75 % senior unsecured notes due 2032

• $ 2.0 billion of 6.13 % senior unsecured notes due 2033

Additionally, we borrowed $ 0.4 billion under an unsecured term loan facility maturing in 2027.

The term loan bears interest at a rate per annum equal to SOFR plus 1.13 %.

Debt Prepayments

During 2025, we used proceeds from debt issuances and borrowings, together with cash on hand, to prepay the following debt instruments:

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

• 10.50 % senior unsecured notes due 2030

• 10.38 % senior priority notes due 2028

• 7.63 % senior unsecured notes due 2026

• 5.75 % senior unsecured notes due 2027

The aggregate amount of these prepayments was $ 9.6 billion.

Debt Extinguishment and Modification Costs

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.

During the three and nine months ended August 31, 2025, we recognized a total of $ 111 million and $ 366 million of debt extinguishment and modification costs, including $ 45 million and $ 241 million of premium paid on redemption, 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 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 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.

As of August 31, 2025, we had $ 8.7 billion of undrawn export credit facilities to fund ship deliveries planned through 2033.

As of August 31, 2025, the net book value of our ships subject to negative pledges pursuant to export credit facilities was $ 18.2 billion.

In September 2025, Sun Princess II borrowed $ 0.8 billion under an export credit facility due in semi-annual installments through 2037.

Collateral Pool

As of August 31, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $ 39.7 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 $ 21.0 billion related to ships and certain assets related to those ships as of August 31, 2025) and certain other assets.

Convertible Notes

In September 2025, we issued a notice of redemption for the entire outstanding principal amount of the 5.75 % convertible senior notes due 2027, to be redeemed on December 5th, 2025.

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Covenant Compliance

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

As of August 31, 2025, the most restrictive covenants for our Revolving Facility, unsecured loans and export credit facilities include the following:

• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) 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 euro floating rate 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)

• For our export credit facilities, maintain minimum liquidity of $ 1.5 billion

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

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.

At August 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 could become due, and our debt could be terminated.

Any financial covenant amendment may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable.

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

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.

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As of August 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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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 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.

While past 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.

On March 14, 2022, the U.S.

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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.

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.

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.

Under the European Union Treaty, certain economic benefits that are provided to us under Italian law are subject to approval on a periodic basis by the European Commission.

In May 2025, these economic benefits were approved through December 31, 2033.

Other Contingent Obligations

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Ship Commitments

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.

As of August 31, 2025, our new ship growth capital commitments were $ 0.9 billion for the remainder of 2025 and $ 0.5 billion, $ 1.6 billion, $ 1.5 billion, $ 1.8 billion and $ 6.5 billion for the years ending November 30, 2026, 2027, 2028, 2029 and thereafter.

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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

May 31, 2025 November 30, 2024

August 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

May 31, 2025 November 30, 2024

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

As of July 31, 2025, we performed our annual impairment reviews and determined there was no impairment for goodwill or trademarks.

As of August 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 — 19 19

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

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August 31, 2025 $ 927 $ 252 $ 1,180

Derivative Instruments and Hedging Activities

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

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

Derivative assets

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Total derivative liabilities $ — $ 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 $ 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.

(a) As of November 30, 2024, w e had interest rate swaps whereby we receive floating interest rate payments in exchange for making fixed interest rate payments.

The SOFR-based interest rate swap agreements were designated as cash flow hedges and effectively changed $ 1.0 billion of SOFR-based floating rate debt to fixed rate debt.

The SOFR-based interest rate swaps were terminated in July 2025.

The EURIBOR-based interest rate swap 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 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:

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

Three Months Ended

Six Months Ended

Nine Months Ended

(in millions) 2025 2024 2025 2024

7 unchanged sentences

$ — $ — $ — $ 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.

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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, 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

2 unchanged sentences

Substantially all of our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships.

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

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

Foreign Currency Exchange Rate Risks

15 unchanged sentences

Our shipbuilding contracts are typically denominated in euros.

At May 31, 2025, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands.

At August 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.

5 unchanged sentences

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

5 unchanged sentences

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

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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.

9 unchanged sentences

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Three Months Ended May 31,

Three Months Ended August 31,

(in millions) Revenues Operating

13 unchanged sentences

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

Six Months Ended May 31, 2025

Nine Months Ended August 31,

(in millions) Revenues Operating

13 unchanged sentences

$ 19,083 $ 11,805 $ 2,366 $ 1,898 $ 3,013

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

(a) In 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

Six Months Ended

Nine Months Ended

(in millions) 2025 2024 2025 2024

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

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

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

Net income $ 1,852 $ 1,735 $ 2,338 $ 1,613

Interest expense on dilutive Convertible Notes 18 25 53 73

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

Net income for diluted earnings per share $ 1,870 $ 1,760 $ 2,391 $ 1,686

Weighted-average shares outstanding 1,313 1,267 1,311 1,266

4 unchanged sentences

Diluted earnings per share $ 1.33 $ 1.26 $ 1.71 $ 1.21

Antidilutive shares excluded from diluted earnings per share computations were as follows:

Three Months Ended

Six Months Ended

(in millions) 2025 2024 2025 2024

Equity awards — — — 5

Convertible Notes — 127 84 127

Total antidilutive securities — 127 84 132

NOTE 8 – Supplemental Cash Flow Information

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

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

Cash and cash equivalents (Consolidated Balance Sheets) $ 1,763 $ 1,210

2 unchanged sentences

of Cash Flows) $ 1,792 $ 1,231

In June 2025, emission allowances and obligations of $ 46 million were surrendered and derecognized based on the first-in, first out method, and were non-cash activities.

NOTE 9 – Property and Equipment

1 unchanged sentence

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.

NOTE 10 – Equity Method Investments

In June 2025, we sold one-third of our interest in Grand Bahama Shipyard Ltd.

and Floating Docks S.

The sale did not have a material impact on our consolidated financial statements.

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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