What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-01-27 compared with 2025-01-27 · 312 added, 288 removed, 813 unchanged (42% of the section changed)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 34 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 238 )

CARNIVAL CORPORATION & PLC

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Onboard and other 9,202 8,558 7,526

25,021 21,593 12,168

Operating Expenses

Total Revenues 26,622 25,021 21,593

Cruise and tour operating expenses:

Commissions, transportation and other 3,331 3,232 2,761

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Food 1,499 1,457 1,335

Ship and other impairments — — 440

Other operating 3,904 3,801 3,426

Cruise and tour operating expenses 15,638 14,317 11,757

Selling and administrative 3,252 2,950 2,515

Depreciation and amortization 2,557 2,370 2,275

21,447 19,637 16,547

Operating Income (Loss) 3,574 1,956 ( 4,379 )

Nonoperating Income (Expense)

Total Cruise and tour operating expenses 15,947 15,638 14,317

Selling and administrative expense 3,402 3,252 2,950

Depreciation and amortization expense 2,790 2,557 2,370

Operating Income 4,483 3,574 1,956

Interest income 51 93 233

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Other income (expense), net ( 4 ) 83 ( 75 )

( 1,659 ) ( 2,018 ) ( 1,701 )

Income (Loss) Before Income Taxes 2,772 1,915 ( 62 )

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Accumulated other comprehensive income (loss) (“AOCI”) ( 1,810 ) ( 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

( 8,364 ) ( 8,404 )

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Depreciation and amortization 2,790 2,557 2,370

Impairments — 21 470

(Gain) loss on debt extinguishment 76 98 1

(Income) loss from equity-method investments ( 9 ) 13 38

Loss on debt extinguishment 401 76 98

Share-based compensation 98 62 53

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Customer deposits 308 507 1,169

Net cash provided by (used in) operating activities 5,923 4,281 ( 1,670 )

Net cash provided by operating activities 6,218 5,923 4,281

INVESTING ACTIVITIES

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Proceeds from sales of ships and other property and equipment 323 58 340

Purchase of short-term investments — — ( 315 )

Proceeds from maturity of short-term investments — — 515

Advances to affiliates ( 100 ) ( 64 ) ( 21 )

Other 67 98 155

Net cash provided by (used in) investing activities ( 4,535 ) ( 2,810 ) ( 4,767 )

Net cash used in investing activities ( 3,321 ) ( 4,535 ) ( 2,810 )

FINANCING ACTIVITIES

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Proceeds from issuance of long-term debt 11,152 3,095 2,961

Proceeds from issuance of common stock — 5 1,180

Proceeds from issuance of common stock under the Stock Swap Program — 22 95

Purchase of treasury stock under the Stock Swap Program — ( 20 ) ( 87 )

Other 12 1 20

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At November 30, 2022 $ 12 $ 361 $ 16,872 $ 269 $ ( 1,982 ) $ ( 8,468 ) $ 7,065

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

Net income (loss) — — — ( 74 ) — — ( 74 )

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

Issuance of Convertible Notes — — 229 — — — 229

Conversion of Convertible Notes — — 3 — — — 3

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

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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) — — — 1,916 — — 1,916

Other comprehensive income (loss) — — — — ( 36 ) — ( 36 )

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

Conversion of Convertible Notes — — 414 — — — 415

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

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

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Other comprehensive income (loss) — — — — 165 — 165

Conversion of Convertible Notes — — 414 — — — 415

Issuance of treasury shares for vested share-based awards — — — ( 44 ) — 44 —

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Carnival Corporation was incorporated in Panama in 1974 and Carnival plc was incorporated in England and Wales in 2000.

Together with their consolidated subsidiaries, they are referred to collectively in these consolidated financial statements and elsewhere in this 2024 Annual Report as “Carnival Corporation & plc,” “our,” “us” and “we.” The consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries.

We are the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines – AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises (Australia), P&O Cruises (UK), Princess Cruises, and Seabourn.

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

Together with their consolidated subsidiaries, they are referred to collectively in these consolidated financial statements and elsewhere in this 2025 Annual Report as “Carnival Corporation & plc,” “the company”, “our,” “us” and “we.” The consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries.

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

DLC Arrangement

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Accordingly, separate financial statements for Carnival Corporation and Carnival plc have not been presented.

In December 2025, following a review of the corporate structure, the Boards of Directors of Carnival Corporation and Carnival plc recommended unifying the dual listed company under a single corporate entity, Carnival Corporation, listed solely on the New York Stock Exchange, with Carnival plc as its wholly-owned UK subsidiary.

Under this plan, Carnival plc shareholders would receive Carnival Corporation shares on a one-for-one basis, and Carnival plc shares and American Depositary Receipts would be de-listed from both the London Stock Exchange and the New York Stock Exchange, respectively.

These proposals will be subject to certain conditions, including the approval of shareholders and receipt of regulatory and UK court approvals.

NOTE 2 – Summary of Significant Accounting Policies

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For affiliates we do not control but where significant influence over financial and operating policies exists, as typically evidenced by a voting control of 20% to 50%, the investment is accounted for using the equity method.

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 and 2023, we reclassified certain immaterial amounts within cash flows from operating and financing activities in the Consolidated Statements of Cash Flows to conform to the current year presentation.

Preparation of Consolidated Financial Statements

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We account for ship improvement costs, including replacements of certain significant components and parts, by capitalizing those costs we believe add value to our ships and have a useful life greater than one year and depreciating those improvements over their estimated remaining useful life.

The costs of repairs and maintenance, including those incurred when a

ship is taken out-of-service for scheduled maintenance, and minor improvement costs and expenses, are charged to expense as incurred.

The costs of repairs and maintenance, including those incurred when a ship is taken out-of-service for scheduled maintenance, and minor improvement costs and expenses, are charged to expense as incurred.

In addition, specifically identified or estimated cost and accumulated depreciation of previously capitalized ship components are written-off upon retirement, which may result in a loss on disposal that is also included in other operating expenses.

We have estimated our ships’ useful lives at 30 years and residual values at 15 % of our original ship cost.

As of November 30, 2025, we have estimated our ships’ useful lives at 30 years and residual values at 15 % of our original ship cost.

Our ships’ useful life and residual value estimates take into consideration the estimated weighted-average useful lives of the ships’ major component systems, such as hull, superstructure, main electric, engines and cabins.

We also take into consideration the impact of technological changes, historical useful lives of similarly-built ships, long-term cruise and vacation market conditions and regulatory changes, including those related to the environment and climate change.

We determine the residual value of our ships based on our long-term estimates of their resale value at the end of their useful lives to us but before the end of their physical and economic lives to others, historical resale values of our and other cruise ships as well as our expectations of the long-term viability of the secondary cruise ship market.

We review estimated useful lives and residual values for reasonableness whenever events or circumstances significantly change.

We review estimated useful lives and residual values of our ships for reasonableness whenever events or circumstances indicate a revision is warranted.

In December 2025, we completed such review considering the period over which we expect to operate our ships and our long-term plans.

As a result, we determined our ships’ depreciable lives would be extended to 35 years.

In connection with the increase in estimated useful life, we reduced our estimated residual value of each ship to be 5 % of our original ship cost for LNG powered ships and a range of salvage values under $ 25 million for all other ships, depending on the class and tonnage of the ship.

This revision did not have a material impact on our financial statements and has been applied prospectively beginning December 1, 2025.

We evaluate ship asset impairments at the individual ship level which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

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We have in the past and may in the future utilize derivative and non-derivative financial instruments, such as foreign currency forwards, options and swaps, foreign currency debt obligations and foreign currency cash balances, to manage our exposure to fluctuations in certain foreign currency exchange rates.

We use interest rate swaps primarily to manage our interest rate exposure to achieve a desired proportion of fixed and floating rate debt.

We have in the past and may in the future use interest rate swaps primarily to manage our interest rate exposure to achieve a desired proportion of fixed and floating rate debt.

Our policy is to not use financial instruments for trading or other speculative purposes.

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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 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.

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 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 November 30, 2024 was $ 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 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.

We had prepaid air and other transportation expenses of $ 233 million and $ 219 million as of November 30, 2025 and 2024.

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.

Fees, taxes and charges that vary with guest head counts are expensed in commissions, transportation and other costs 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.

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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.

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.

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

We also offer our guests the advance purchase of onboard and other services.

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 $ 6.8 billion and $ 6.4 billion as of November 30, 2024 and 2023, which includes approximately $ 25 million of unredeemed Future Cruise Credits (“FCCs”) as of November 30, 2024.

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

We had total customer deposits of $ 7.2 billion and $ 6.8 billion as of November 30, 2025 and 2024.

During 2025 and 2024, we recognized revenues of $ 6.1 billion and $ 5.5 billion related to our customer deposits as of November 30, 2024 and 2023.

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Share-Based Compensation

We recognize compensation expense for all share-based compensation awards using the fair value method.

We recognize compensation expense for share-based compensation awards using the fair value method.

For time-based share awards, we recognize compensation cost ratably using the straight-line attribution method over the expected vesting period or to the retirement eligibility date, if earlier than the vesting period.

For performance-based share awards, we estimate compensation cost based on the probability of the performance condition being achieved and recognize expense ratably using the straight-line attribution method over the expected vesting period.

For performance-based share awards, we recognize compensation cost ratably using the straight-line attribution method over the expected vesting period based on our estimate of performance conditions.

If all or a portion of the performance condition is not expected to be met, the appropriate amount of previously recognized compensation expense is reversed and future compensation expense is adjusted accordingly.

In addition, performance-based share awards for which the accounting grant date is not established at the time of the award are remeasured at the end of each reporting period.

For market-based share awards, we recognize compensation cost ratably using the straight-line attribution method over the expected vesting period.

Compensation expense will be recognized, even if the target market-based conditions are not expected to be met.

We account for forfeitures as they occur.

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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 related disclosures.

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 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 related disclosures.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance, Segment Reporting - Improvements to Reportable Segment Disclosures .

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.

We adopted this guidance retrospectively as of November 30, 2025.

Refer to Note 12 - “Segment Information”.

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 related disclosures.

We are currently evaluating the impact this guidance may 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 .

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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 and related disclosures.

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.

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

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.

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

In September 2025, the FASB issued guidance, Intangibles - Goodwill and Other - Internal-Use Software - Targeted Improvements to the Accounting for Internal-Use Software .

This guidance removes references to software development stages.

Entities will be required to start capitalizing software costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable the project will be completed and the software will be used as intended.

This guidance is required to be adopted by us in 2029.

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

NOTE 3 – Property and Equipment

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Sales of Ships

During 2024, we completed the sale of one North America and Australia (“NAA”) segment ship, which represents a passenger-capacity reduction of 2,000 berths.

We will continue to operate this ship under a bareboat charter agreement through February 2025.

Refer to Note 10 - “Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks, Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis, Impairment of Ships” for additional discussion.

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.

NOTE 4 – Equity Method Investments

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(“Grand Bahama”), a ship repair and maintenance facility.

During 2024, we acquired an additional 9 % ownership interest in Grand Bahama.

As of November 30, 2025, our investment in Grand Bahama was $ 27 million, consisting of $ 16 million in equity and a loan of $ 10 million.

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Grand Bahama provided an immaterial amount of services to us in 2025, 2024 and 2023.

We have a 50 % noncontrolling interest in Floating Docks S.

(“Floating Docks”), an entity that will purchase two floating drydocks and will then lease them to Grand Bahama.

At November 30, 2025 and 2024, we had a 33 % and 50 % noncontrolling interest in Floating Docks S.

(“Floating Docks”), our joint venture with the other shareholders of Grand Bahama, which will construct two floating drydocks.

The first was delivered in June 2025 and the second is expected to be delivered in early 2026.

As of November 30, 2025 and 2024 our investment in Floating Docks was $ 130 million and $ 81 million.

We have provided payment guarantees on behalf of Floating Docks.

As of November 30, 2024 and 2023, the amounts outstanding under these guarantees were $ 37 million and $ 46 million.

In November 2024, we entered into an agreement to sell one-third of our interest in Grand Bahama and Floating Docks.

The closing is subject to government approval.

If approved, the sale will not have a material impact to our consolidated financial statements.

As of November 30, 2025 and 2024, the amounts outstanding under these guarantees were immaterial.

In June 2025, we sold one-third of our interest in Grand Bahama and Floating Docks.

The sale did not have a material impact to our consolidated financial statements and the proceeds are included in other within investing activities in our Consolidated Statements of Cash Flows.

We have a 45 % noncontrolling interest in the White Pass & Yukon Route (“White Pass”) that includes port, railroad and retail operations in Skagway, Alaska.

White Pass provided an immaterial amount of services to us in 2025, 2024 and 2023.

In 2022, we evaluated whether our investment in White Pass was other than temporarily impaired and performed an impairment assessment.

As a result of our assessment, we recognized impairment charges for 2022 of $ 30 million in other income (expense), net.

As of November 30, 2025, our investment in White Pass was $ 64 million, consisting of $ 32 million in equity and a loan of $ 32 million.

As of November 30, 2024, our investment in White Pass was $ 58 million, consisting of $ 26 million in equity and a loan of $ 32 million.

During 2023, we completed the exit of our noncontrolling interest in Adora Cruises Limited, formerly CSSC Carnival Cruise Shipping Limited, a China-based cruise company (“Adora Cruises”), and recognized losses on exit of $ 21 million within other income (expense).

Our proportionate interest in the results of our equity method investments is not material.

Our proportionate interest in the results of our equity method investments are not material.

NOTE 5 – Debt

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Notes Jun 2027 7.88 % $ 192 $ 192

Notes (b) Aug 2027 9.9 % — 623

Notes Aug 2028 4.00 % 2,406 2,406

Notes Aug 2029 7.00 % 500 500

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

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

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

Total Secured Subsidiary Guaranteed 3,098 5,547

Senior Priority Subsidiary Guaranteed

Notes May 2028 10.4 % 2,030 2,030

Notes (b) May 2028 10.38 % — 2,030

Unsecured Subsidiary Guaranteed

Convertible Notes Oct 2024 5.8 % — 426

Notes Mar 2026 7.6 % 1,351 1,351

EUR Notes (b) Mar 2026 7.6 % — 550

Notes (b) Mar 2026 7.63 % — 1,351

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

Notes (b) Mar 2027 5.75 % — 2,722

Convertible Notes Dec 2025 (d) 5.75 % 1,131 1,131

Notes (b) May 2029 6.00 % — 2,000

Notes May 2029 5.13 % 1,250 —

EUR Notes Jan 2030 5.75 % 580 528

Notes Mar 2030 5.75 % 1,000 —

Notes (b) Jun 2030 10.50 % — 1,000

Notes Jun 2031 5.88 % 1,000 —

EUR floating rate (b) (d) Apr 2025 EURIBOR + 3.3 %

EUR Notes Jul 2031 4.13 % 1,160 —

Notes Aug 2032 5.75 % 3,000 —

Notes Feb 2033 6.13 % 2,000 —

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

Floating rate Aug 2027 - Nov 2027 SOFR + 1.13 - 1.38 %

Export Credit Facilities

Floating rate Dec 2031 SOFR + 1.2 % (e)

Floating rate Dec 2031 SOFR + 1.20 % (f)

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 23,042 19,803

Unsecured Notes (No Subsidiary Guarantee)

Unsecured (No Subsidiary Guarantee)

Notes Jan 2028 6.65 % 200 200

EUR Notes Oct 2029 1.00 % 696 633

Total Unsecured Notes (No Subsidiary Guarantee) 833 859

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

Total Unsecured (No Subsidiary Guarantee) 1,244 833

Total Debt 27,383 28,213

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Long-Term Debt $ 24,037 $ 25,936

(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.

(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.

(c) 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.

(d) The maturity of the principal amount of $ 211 million was extended from April 2024 to April 2025.

(e) Includes applicable credit adjustment spread.

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

• $ 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

• $ 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

• $ 0.9 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

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

• 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

(d) See “Convertible Notes” below.

(e) During 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.

(f) Includes applicable credit adjustment spread.

As of November 30, 2025, all of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the $ 1.8 billion of export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt.

As of November 30, 2025, the scheduled maturities of our debt are as follows:

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Year Principal Payments

2026 (a) $ 2,615

Thereafter 11,268

Total $ 27,383

(a) Includes $ 1.1 billion of our 5.75 % convertible senior notes due 2027 (“2027 Convertible Notes”) which were settled in December 2025.

See “Convertible Notes” below.

Revolving Facility

As of November 30, 2024, 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.

Borrowings under the Revolving Facility bear interest at a rate of term SOFR, in relation to any loan in U.S.

dollars, EURIBOR, in relation to any loan in euros, or daily compounding SONIA, in relation to any loan in sterling, plus a margin based on the long-term credit ratings of Carnival Corporation.

This facility also includes an emissions linked margin adjustment whereby, after the initial applicable margin is set per the margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual GHG emissions goals.

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

During 2023, in connection with the Revolving Facility, Carnival Corporation and Carnival plc contributed three unencumbered vessels with a net book value of $ 2.9 billion on the date of contribution (the “Revolving Facility Subject Vessels”) to Carnival Holdings II with each of the vessels continuing to be operated under one of the Carnival Corporation & plc brands.

During 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 November 30, 2025, we had $ 4.5 billion available for borrowing under the Revolving Facility.

Notes and Term Loans

Repricing of Senior Secured Term Loans

During 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.

Subsequent to November 30, 2024, we entered into further amendments with the lender syndicate to reprice the outstanding principal amounts under these facilities (“Repriced Loans”).

The Repriced Loans bear interest at a rate per annum equal to SOFR with a 0.75 % floor, plus a margin equal to 2.0 %.

2030 Senior Unsecured Notes

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

We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 7.6 % senior unsecured euro notes due 2026.

Debt Prepayments

During 2024, we made prepayments for the following debt instruments:

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

During 2025, we entered into amendments 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.

During 2025, the Repriced Loans were prepaid.

Issuances and Borrowings

During 2025, we issued the following senior unsecured notes:

• $ 1.3 billion of 5.13 % senior unsecured notes due 2029

• $ 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 the following under unsecured term loan facilities maturing in 2027:

• $ 0.4 billion bearing interest at a rate per annum equal to SOFR plus 1.13 %

• $ 0.3 billion bearing interest at a rate per annum equal to SOFR plus 1.25 %

• $ 0.3 billion bearing interest at a rate per annum equal to SOFR plus 1.38 %

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

• 7.63 % senior unsecured notes due 2026

• 5.75 % senior unsecured notes due 2027

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

• 9.9 % second-priority secured notes due 2027

• 7.6 % senior unsecured euro notes due 2026

• 10.38 % senior priority notes due 2028

• 6.00 % senior unsecured notes due 2029

• Euro floating rate loan due 2026

• 10.50 % senior unsecured notes due 2030

The aggregate amount of these prepayments was $ 11.6 billion.

Debt Extinguishment and Modification Costs

During 2025, we recognized a total of $ 409 million of debt extinguishment and modification costs, including $ 271 million of premium paid on redemption, within our Consolidated Statements of Income (Loss) as a result of the above transactions.

Export Credit Facility Borrowings

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As of November 30, 2025, we had $ 7.8 billion of undrawn export credit facilities to fund ship deliveries planned through 2033.

As of November 30, 2024, the net book value of the vessels, excluding ships under construction, subject to negative pledges pursuant to export credit facilities was $ 18.5 billion.

As of November 30, 2025, the net book value of our ships subject to negative pledges was $ 19.3 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 the 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 irrevocably elected to settle conversions of the 2024 Convertible Notes during this period in shares of Carnival Corporation common stock.

Substantially all of the 2024 Convertible Notes were converted to shares of common stock, which resulted in the issuance of approximately 41.5 million shares of common stock, and the remaining principal balance was repaid at maturity on October 1, 2024.

In November 2022, we issued $ 1.1 billion aggregate principal amount of 5.8 % convertible senior notes due 2027 (the “2027 Convertible Notes” and, together with the 2024 Convertible Notes, the “Convertible Notes”).

The 2027 Convertible Notes mature on December 1, 2027, unless earlier repurchased or redeemed by us or earlier converted in accordance with their terms prior to the maturity date.

The 2027 Convertible Notes are convertible by holders, subject to the conditions described within the indenture governing the 2027 Convertible Notes, into cash, shares of Carnival Corporation common stock, or a combination thereof, at our election.

The 2027 Convertible Notes have an initial conversion rate of approximately 75 shares of Carnival Corporation common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $ 13.39 per share of common stock.

The initial conversion price of the 2027 Convertible Notes is subject to certain anti-dilutive adjustments and may also increase if such 2027 Convertible Notes are converted in connection with a tax redemption or certain corporate events as described within the indenture governing the 2027 Convertible Notes.

Effective December 1, 2024, the 2027 Convertible Notes became convertible for the period beginning December 1, 2024 and ending February 28, 2025.

Refer to Note 15 - “Supplemental Cash Flow Information” for additional detail on transactions related to the 2027 Convertible Notes.

We may redeem the 2027 Convertible Notes, in whole but not in part, at any time on or prior to the 40th scheduled trading day immediately before the maturity date at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to the redemption date, if we or any guarantor would have to pay any additional amounts on the 2027 Convertible Notes due to a change in tax laws, regulations or rulings or a change in the official application, administration or interpretation thereof.

On or after December 5, 2025 and on or before the 40th scheduled trading day immediately before the maturity date, we may redeem for cash all or part of the 2027 Convertible Notes, at our option, if the last reported sale price of Carnival Corporation’s common stock exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during the 30 consecutive

trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption.

The redemption price will equal 100 % of the principal amount of the 2027 Convertible Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The net carrying value of the Convertible Notes was as follows:

In September 2025, we issued a notice of redemption of the outstanding principal amount of the 2027 Convertible Notes at a redemption price equal to 100 % of the principal amount, plus accrued interest, up until the redemption date of December 5, 2025.

As a result of the redemption notice, the 2027 Convertible Notes became convertible at the option of the holder through December 3, 2025.

We elected to settle any conversions through a combination settlement.

Substantially all holders of the $ 1.1 billion principal amount of the 2027 Convertible Notes elected to convert their notes, resulting in the issuance of 69.1 million shares of Carnival Corporation common stock and a cash payment of $ 500 million.

The net carrying value of our convertible notes was as follows:

(in millions) 2025 2024

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$ 1,118 $ 1,112

The interest expense recognized related to the Convertible Notes was as follows:

The interest expense recognized related to our convertible notes was as follows:

(in millions) 2025 2024 2023

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As of November 30, 2025, the if-converted value above par was $ 1.0 billion on 84.5 million available shares for the 2027 Convertible Notes.

Collateral and Priority Pool

Collateral Pool

As of November 30, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $ 40.6 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 $ 22.4 billion, including $ 20.8 billion related to vessels and certain assets related to those vessels) as of November 30, 2024 and certain other assets.

As of November 30, 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 the three Revolving Facility Subject Vessels for our Revolving Facility.

As of November 30, 2024, there was no change in the identity of the Senior Priority Notes Subject Vessels or the Revolving Facility Subject Vessels.

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 $ 22.4 billion, including $ 20.8 billion related to ships and certain assets related to those ships as of November 30, 2025) and certain other assets.

Covenant Compliance

As of November 30, 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) at a ratio of not less than 2.0 to 1.0 for each testing date occurring from November 30, 2024 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 November 30, 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 November 30, 2025 testing date, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards

• 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

• 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 November 30, 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.

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

The case will be remanded to the District Court for further proceedings in accordance with the decision.

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

On October 3, 2025, the Supreme Court accepted review of the case.

Briefing on the merits is underway.

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

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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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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, with the most recent approval granted through December 31, 2023.

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.

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.

As of November 30, 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.

As of November 30, 2025 and 2024, we were not required to maintain any reserve funds or compensating deposits.

NOTE 7 – Ship Commitments

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We believe that Panama is an equivalent exemption jurisdiction and that Carnival Corporation currently satisfies the publicly-traded test under the regulations.

Accordingly, substantially all of Carnival Corporation’s income is exempt from U.S.

Accordingly, for fiscal 2025, substantially all of Carnival Corporation’s income is exempt from U.S.

federal income and branch profit taxes.

Regulations under Section 883 list certain activities that the Internal Revenue Service (“IRS”) does not consider to be incidental to the international operation of ships and, therefore, the income attributable to such activities, to the extent such income is U.S.

source, does not qualify for the Section 883 exemption.

Regulations under Section 883 list certain activities that the Internal Revenue Service does not consider to be incidental to the international operation of ships and, therefore, the income attributable to such activities, to the extent such income is U.S.

sourced, does not qualify for the Section 883 exemption.

Among the activities identified as not incidental are income from the sale of air transportation, transfers, shore excursions and pre- and post-cruise land packages to the extent earned from sources within the U.S.

We believe that the U.S.

source transportation income earned by Carnival plc and its subsidiaries qualifies for exemption from U.S.

sourced transportation income earned by Carnival plc and its subsidiaries qualifies for exemption from U.S.

federal income tax under applicable bilateral U.S.

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However, the state of Alaska imposes an income tax on its allocated portion of the total income of our companies doing business in Alaska and certain of their subsidiaries.

UK and Australian Income Tax

Cunard, P&O Cruises (UK) and P&O Cruises (Australia) are divisions of Carnival plc and have elected to enter the UK tonnage tax regime under a rolling ten-year term and, accordingly, reapply every year.

UK Income Tax

Cunard and P&O Cruises are divisions of Carnival plc and have elected to enter the UK tonnage tax regime under a rolling eight-year term and, accordingly, reapply every year.

Companies to which the tonnage tax regime applies pay corporation taxes on profits calculated by reference to the net tonnage of qualifying ships.

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Our UK non-shipping activities that do not qualify under the UK tonnage tax regime remain subject to normal UK corporation tax.

P&O Cruises (Australia) and all of the other cruise ships operated internationally by Carnival plc for the cruise segment of the Australian vacation region are exempt from Australian corporation tax by virtue of the UK/Australian income tax treaty.

Italian and German Income Tax

In December 2024, the European Commission formally approved the Italian tonnage tax rules for 10 years.

In 2025, Costa and AIDA will elect to remain in the Italian tonnage tax regime through 2034.

In 2025, AIDA and Costa elected to remain in the Italian tonnage tax regime through 2034.

Companies to which the tonnage tax regime applies pay corporation taxes on shipping profits calculated by reference to the net tonnage of qualifying ships.

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Subject to certain requirements, the OECD Model Rules provide an exclusion for international shipping income.

The implementation of these rules will affect Carnival plc and its subsidiaries beginning in fiscal 2025 and Carnival Corporation and certain of its subsidiaries beginning in fiscal 2026.

We expect Carnival plc and its subsidiaries will be eligible for the international shipping income exclusion based on their current structure.

Carnival Corporation and certain of its subsidiaries intend to align into a single tax jurisdiction where the international shipping income for its North American brands is also expected to qualify for this exemption.

Carnival plc and its subsidiaries became subject to these rules beginning in fiscal 2025 and Carnival Corporation and its subsidiaries will be subject to the rules beginning in fiscal 2026.

Carnival plc and its subsidiaries are eligible for the international shipping income exclusion based on their current structure.

Effective December 1, 2025, Carnival Corporation and certain of its subsidiaries aligned into a single tax jurisdiction with Carnival plc.

As a result, we do not believe the application of these rules will have a material impact on our consolidated financial statements.

We will continue to monitor the development of the OECD’s rules and evaluate the impact on our business.

In addition to or in place of income taxes, virtually all jurisdictions where our ships call impose taxes, fees and other charges based on guest counts, ship tonnage, passenger capacity or some other measure.

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At November 30, 2025 and 2024, no Carnival Corporation preferred stock or Carnival plc preference shares had been issued.

Public Equity Offerings

In August 2022, we completed a public offering of 117.5 million shares of Carnival Corporation common stock at a price per share of $ 9.95 , resulting in net proceeds of $ 1.2 billion.

Accumulated Other Comprehensive Income (Loss)

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During 2025, 2024 and 2023, we had an immaterial amount of unrecognized pension expenses that were reclassified out of accumulated other comprehensive loss and were included within payroll and related expenses and selling and administrative expenses.

In December 2025, the Boards of Directors approved the reinstatement of the company’s quarterly dividend and declared an initial $ 0.15 per share dividend with a record date of February 13, 2026 and a payment date of February 27, 2026.

NOTE 10 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks

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

November 30, 2024 November 30, 2023

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

Cash equivalents (a) $ 404 $ — $ — $ 1,021 $ — $ —

Derivative financial instruments — 2 — — 22 —

Total $ 404 $ 2 $ — $ 1,021 $ 22 $ —

Derivative financial instruments $ — $ 4 $ — $ — $ 28 $ —

Total $ — $ 4 $ — $ — $ 28 $ —

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

Cash equivalents consisting of money market funds and cash investments with original maturities of less than 90 days were $ 1.4 billion and $ 0.4 billion as of November 30, 2025 and November 30, 2024.

These cash equivalents are considered Level 1 instruments.

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

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 November 30, 2024 and November 30, 2023, goodwill for our NAA segment was $ 579 million.

(in millions) NAA

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

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

(in millions) North America

Segment Europe Segment Total

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Impairment of Ships

In 2022, we determined that two ships had net carrying values that exceeded their respective estimated undiscounted future cash flows.

We then estimated the fair value of these ships, based on their estimated selling values, and recognized ship impairment charges of $ 428 million which are included in ship and other impairments in our Consolidated Statements of Income (Loss) .

On a segment level, we recognized $ 8 million for our NAA segment and $ 421 million for our Europe segment.

The principal assumption used in determining the fair value of these ships were the estimated sales proceeds, which are considered a Level 3 input.

We believe we have made reasonable estimates and judgments as part of our assessments.

A change in the principal judgments or estimates may result in a need to perform additional impairment reviews.

Refer to Note 2 - “Summary of Significant Accounting Policies, Preparation of Consolidated Financial Statements” for additional discussion.

We review our ships for impairment whenever events or circumstances indicate that the carrying value of a ship may not be recoverable.

No ship impairments were recognized in 2025, 2024 and 2023.

Derivative Instruments and Hedging Activities

(in millions) Balance Sheet Location 2024 2023

Derivative assets

Derivatives designated as hedging instruments

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 $ 22

Derivative liabilities

Derivatives designated as hedging instruments

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

Interest rate swaps (a) Other long-term liabilities 4 16

Total derivative liabilities $ 4 $ 28

(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 $ 11 million at November 30, 2024 and $ 46 million at November 30, 2023 of EURIBOR-based floating rate euro debt to fixed rate euro debt, and $ 1.0 billion at November 30, 2024 and $ 2.5 billion at November 30, 2023 of SOFR-based variable rate debt to fixed rate debt.

In 2024, we terminated a portion of our SOFR-based interest rate swaps with a notional amount of $ 1.5 billion.

As of November 30, 2024 and November 30, 2023, the EURIBOR-based interest rate swaps settle through 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.

(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 2024.

Our derivative contracts include rights of offset with our counterparties.

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

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

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:

(in millions) 2024 2023 2022

Gains (losses) recognized in AOCI:

Cross currency swaps – net investment hedges - included component $ — $ ( 4 ) $ 72

Cross currency swaps – net investment hedges - excluded component $ — $ ( 4 ) $ ( 26 )

Interest rate swaps – cash flow hedges $ 3 $ 32 $ 11

(Gains) losses reclassified from AOCI – cash flow hedges:

Interest rate swaps – Interest expense, net of capitalized interest $ ( 25 ) $ ( 34 ) $ 2

Foreign currency zero cost collars - Depreciation and amortization $ ( 1 ) $ ( 2 ) $ ( 2 )

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

Cross currency swaps – Interest expense, net of capitalized interest $ 2 $ 11 $ 5

The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the year ended November 30, 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.

As of November 30, 2025, we had no remaining interest rate swaps.

We previously had interest rate swaps whereby we received floating interest rate payments in exchange for making fixed interest rate payments.

These derivatives were considered Level 2 instruments.

The SOFR-based interest rate swap agreements effectively changed $ 1.0 billion of SOFR-based floating rate debt to fixed rate debt, were designated as cash flow hedges and were terminated in July 2025.

The fair value of these derivatives, as of November 30, 2024 and the associated gains and losses recognized in other comprehensive income (loss) and in net income (loss) in 2025, 2024 and 2023 were not material.

Financial Risks

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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.

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

Foreign Currency Exchange Rate Risks

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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.

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.

We also monitor the creditworthiness of travel agencies, 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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Operating lease expense $ 233 $ 215 $ 213

Variable lease expense (a) (b) $ 211 $ 116 $ ( 39 )

Variable lease expense (a) $ 209 $ 211 $ 116

(a) Variable lease expense represents costs associated with our multi-year preferential berthing agreements which vary based on the number of passengers.

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Variable lease expense related to operating leases, other than the port facilities, were not material to our consolidated financial statements.

(b) Several of our preferential berthing agreements have force majeure provisions which were in effect during the pause in guest cruise operations due to COVID-19.

During 2024, 2023 and 2022, the cash outflow for leases was materially consistent with the lease expense recognized and short-term lease costs were not material.

Right-of-use assets obtained in exchange for new and amended operating lease liabilities was $ 247 million in 2024 and $ 108 million in 2023.

During 2025, 2024 and 2023, the cash outflow for leases was materially consistent with the lease expense recognized and short-term lease costs were not material for the periods presented.

Right-of-use assets obtained in exchange for new and amended operating lease liabilities was $ 103 million in 2025, $ 247 million in 2024 and $ 108 million in 2023.

Weighted average of the remaining lease terms and weighted average discount rates are as follows:

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NOTE 12 – 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 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.

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 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 qualitative characteristics, including geographic guest sourcing.

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.

As of and for the years ended November 30,

(in millions) Revenues Operating expenses Selling and administrative Depreciation and amortization Operating income (loss) Capital expenditures Total assets

NAA $ 16,802 $ 10,555 $ 1,952 $ 1,664 $ 2,631 $ 3,943 $ 30,892

Europe 7,710 4,734 961 676 1,340 270 15,042

Cruise Support 255 156 320 193 ( 414 ) 382 2,732

Tour and Other 255 193 19 24 18 32 390

$ 25,021 $ 15,638 $ 3,252 $ 2,557 $ 3,574 $ 4,626 $ 49,057

NAA $ 14,588 $ 9,587 $ 1,753 $ 1,495 $ 1,752 $ 1,932 $ 28,547

Europe 6,535 4,398 876 668 593 1,161 16,524

Cruise Support 206 127 294 184 ( 399 ) 179 3,667

Tour and Other 265 205 27 23 11 12 382

$ 21,593 $ 14,317 $ 2,950 $ 2,370 $ 1,956 $ 3,284 $ 49,120

NAA $ 8,281 $ 7,526 $ 1,517 $ 1,408 $ ( 2,170 ) $ 2,568 $ 27,413

Europe 3,531 3,925 745 692 ( 1,830 ) 2,213 15,317

Cruise Support 171 120 225 140 ( 315 ) 155 8,461

Tour and Other 185 187 27 36 ( 64 ) 4 512

$ 12,168 $ 11,757 $ 2,515 $ 2,275 $ ( 4,379 ) $ 4,940 $ 51,703

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

Our CODM uses adjusted operating income (loss) in assessing segment performance and determining how to allocate resources.

This metric is used to review segment operating trends and monitor variances against the plan and prior year results.

Resource allocation primarily occurs during the annual capital appropriation process.

The below tables include our calculation of adjusted operating income (loss), our significant segment expenses, and a reconciliation of adjusted operating income (loss) to net income (loss) before income taxes:

As of and for the year ended November 30, 2025

(in millions) North America Europe Cruise Support Tour and Other Total

Total Revenues $ 17,604 $ 8,467 $ 309 $ 241 $ 26,622

Cruise and tour operating expenses:

Commissions, transportation and other 2,104 1,326 ( 99 ) (e) —

Onboard and other 2,215 549 52 —

Payroll and related 1,438 1,001 149 —

Fuel 1,207 600 2 —

Food 1,065 432 2 —

Adjusted other operating (a)(b) 2,561 1,171 105 177

Total adjusted cruise and tour operating expenses 10,591 5,078 211 177 16,057

Adjusted selling and administrative expense (c)(d) 1,962 1,034 365 17 3,378

Depreciation and amortization expense 1,818 746 200 26 2,790

Adjusted Operating Income (Loss) 3,233 1,610 ( 468 ) 22 4,396

Gains on ship sales and impairments 110

Restructuring expenses ( 13 )

Interest income 51

Interest expense, net of capitalized interest ( 1,349 )

Debt extinguishment and modification costs ( 409 )

Other income (expense), net ( 4 )

Income (Loss) Before Income Taxes $ 2,772

Capital Expenditures $ 2,367 $ 557 $ 647 $ 41 $ 3,611

Total Assets $ 31,400 $ 16,030 $ 3,836 $ 421 $ 51,687

(a) Represents other operating expenses, which include port costs that do not vary with guest head counts;

repairs and maintenance, including minor improvements and dry-dock expenses;

entertainment;

freight and logistics;

insurance premiums;

tour and other expenses for our hotel and transportation operations and all other ship operating expenses.

(b) Excludes gains on ship sales and impairments.

(d) Excludes certain other gains and losses that are not part of our core operating business.

(e) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation.

As of and for the year ended November 30, 2024

(in millions) North America Europe Cruise Support Tour and Other Total

Total Revenues $ 16,802 $ 7,710 $ 255 $ 255 $ 25,021

Cruise and tour operating expenses:

Commissions, transportation and other 2,072 1,245 ( 86 ) (d) —

Onboard and other 2,151 479 48 —

Payroll and related 1,419 924 121 —

Fuel 1,371 634 2 —

Food 1,051 406 1 —

Adjusted other operating (a)(b) 2,531 1,047 69 193

Total adjusted cruise and tour operating expenses 10,594 4,734 156 193 15,677

Adjusted selling and administrative expense (c) 1,938 953 320 19 3,231

Depreciation and amortization expense 1,664 676 193 24 2,557

Adjusted Operating Income (Loss) 2,605 1,347 ( 414 ) 18 3,556

Gains on ship sales and impairments 39

Restructuring expenses ( 21 )

Interest income 93

Interest expense, net of capitalized interest ( 1,755 )

Debt extinguishment and modification costs ( 79 )

Other income (expense), net 83

Income (Loss) Before Income Taxes $ 1,915

Capital Expenditures $ 3,943 $ 270 $ 382 $ 32 $ 4,626

Total Assets $ 30,892 $ 15,042 $ 2,732 $ 390 $ 49,057

(a) Represents other operating expenses, which include port costs that do not vary with guest head counts;

repairs and maintenance, including minor improvements and dry-dock expenses;

entertainment;

freight and logistics;

insurance premiums;

tour and other expenses for our hotel and transportation operations and all other ship operating expenses.

(b) Excludes gains on ship sales and impairments.

(d) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation.

As of and for the year ended November 30, 2023

(in millions) North America Europe Cruise Support Tour and Other Total

Total Revenues $ 14,588 $ 6,535 $ 206 $ 265 $ 21,593

Cruise and tour operating expenses:

Commissions, transportation and other 1,773 1,059 ( 71 ) (d) —

Onboard and other 1,919 411 45 —

Payroll and related 1,350 923 99 —

Fuel 1,397 648 2 —

Food 955 380 — —

Adjusted other operating (a)(b) 2,233 1,024 52 205

Total adjusted cruise and tour operating expenses 9,628 4,445 127 205 14,405

Adjusted selling and administrative expense (c) 1,753 865 286 27 2,931

Depreciation and amortization expense 1,495 668 184 23 2,370

Adjusted Operating Income (Loss) 1,712 556 ( 392 ) 11 1,887

Gains on ship sales and impairments 88

Restructuring expenses ( 19 )

Interest income 233

Interest expense, net of capitalized interest ( 2,066 )

Debt extinguishment and modification costs ( 111 )

Other income (expense), net ( 75 )

Income (Loss) Before Income Taxes $ ( 62 )

Capital Expenditures $ 1,932 $ 1,161 $ 179 $ 12 $ 3,284

Total Assets $ 28,547 $ 16,524 $ 3,667 $ 382 $ 49,120

(a) Represents other operating expenses, which include port costs that do not vary with guest head counts;

repairs and maintenance, including minor improvements and dry-dock expenses;

entertainment;

freight and logistics;

insurance premiums;

tour and other expenses for our hotel and transportation operations and all other ship operating expenses.

(b) Excludes gains on ship sales and impairments.

(d) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation.

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

Years Ended November 30,

(in millions) 2025 2024 2023

North America $ 15,089 $ 13,112 $ 7,866

Europe 7,573 6,565 3,918

United States $ 14,847 $ 14,061 $ 12,253

Germany 3,348 3,063 2,651

United Kingdom

3,054 2,740 2,284

Other 915 735 132

Other (a) 5,374 5,157 4,406

$ 26,622 $ 25,021 $ 21,593

(a) No other individual country’s revenue exceeded 10% for the years ended November 30, 2025, 2024 and 2023.

Substantially all of our long-lived assets consist of our ships and move between geographic areas.

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Actuarial (gain) loss on plans’ liabilities ( 9 ) ( 3 ) ( 4 ) 12

Plan amendments — — 1 —

Plan curtailments, settlements and other — — ( 1 ) ( 1 )

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We expense our portion of the MNOPF New Section deficit as amounts are invoiced by, and become due and payable to, the trustees.

Based on the most recent triennial valuation at March 31, 2024 of the MNOPF New Section, it was determined that this plan was 100 % funded.

Based on the final triennial valuation as of March 31, 2024 of the MNOPF New Section, it was determined that this plan was 99 % funded.

In 2025, 2024 and 2023, our contributions to the MNOPF New Section did not exceed 5 % of total contributions to the fund.

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Cash and cash equivalents (Consolidated Balance Sheets) $ 1,928 $ 1,210 $ 2,415

Restricted cash (a) 21 21 2,008

Restricted cash (included in prepaid expenses and other and other assets) 30 21 21

Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) $ 1,958 $ 1,231 $ 2,436

(a) Substantially all restricted cash as of November 30, 2022 related to the net proceeds from the issuance of our 2028 Senior Priority Notes.

The contractual restrictions on these proceeds were satisfied in December 2022 at which time these amounts became unrestricted.

Cash paid for interest, net of capitalized interest, was $ 1.2 billion in 2025, $ 1.6 billion in 2024 and $ 2.0 billion in 2023.

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Non-cash purchases of property and equipment included in accrued liabilities and other were $ 417 million in 2025, $ 392 million in 2024 and $ 307 million in 2023.

In August 2022, we issued $ 339 million aggregate principal amount of 2024 Convertible Notes pursuant to privately-negotiated non-cash exchange agreements with certain holders of the 2023 Convertible Notes, pursuant to which such holders agreed to exchange their 2023 Convertible Notes for an equal amount of 2024 Convertible Notes.

In November 2022, we issued an additional $ 87 million aggregate principal amount of the 2024 Convertible Notes pursuant to privately-negotiated non-cash exchange agreements with certain holders of the 2023 Convertible Notes, pursuant to which such holders agreed to exchange their 2023 Convertible Notes for an equal amount of additional 2024 Convertible Notes.

In September 2024, substantially all of the 2024 Convertible Notes were converted to shares of common stock.

Refer to Note 5 - “Debt” for additional detail relating to our 2028 Senior Priority Notes and the 2024 Convertible Notes.

For the years ended November 30, 2024, 2023 and 2022, we did no t have borrowings or repayments of commercial paper with original maturities greater than three months.

For the years ended November 30, 2025, 2024 and 2023, we did not have borrowings or repayments of commercial paper with original maturities greater than three months.

In 2025, emission allowances and obligations of $ 48 million were surrendered and derecognized based on the first-in, first out method, and were non-cash activities.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Carnival Corporation & plc (comprising Carnival Corporation and Carnival plc and their respective subsidiaries, the “Company”) as of November 30, 2024, the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity, and cash flows, for the year ended November 30, 2024, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying consolidated balance sheets of Carnival Corporation & plc (comprising Carnival Corporation and Carnival plc and their respective subsidiaries, the “Company”) as of November 30, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity, and cash flows, for each of the two years in the period ended November 30, 2025, and the related notes (collectively referred to as the “financial statements”).

We also have audited the Company’s internal control over financial reporting as of November 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2024, and the results of its operations and its cash flows for the year ended November 30, 2024, in conformity with accounting principles generally accepted in the United States.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended November 30, 2025, in conformity with accounting principles generally accepted in the United States.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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Critical Audit Matter

are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Critical Audit Matter Description

The Company has current and long-term debt of $1.5 billion and $25.9 billion, respectively, as of November 30, 2024.

A s of November 30, 2025, the Company had current debt of $2.6 billion, long-term debt of $24.0 billion, and recorded debt extinguishment and modification costs of $409 million.

Debt is recorded at initial fair value, which normally reflects the proceeds received by the Company, net of debt issuance costs.

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During the year ended November 30, 2025, the Company entered into various debt transactions that involved issuance of new debt, modification and extinguishment of existing debt, and refinancing of existing syndicated debt.

We identified the accounting for debt and the related debt transactions, as a critical audit matter because of the complexity involved in (i) evaluating the accounting for the refinanced debt including whether such refinancing transactions resulted in a debt modification or extinguishment and the associated impact on debt issuance costs, (ii) evaluating the appropriate statement of cash flows presentation for a debt transaction that involved a syndicated loan with multiple lenders, and (iii) evaluating the existence of and accounting for features embedded in new or amended debt agreements that must be separated and accounted for as a derivative.

This required an increased extent of effort due to the potential magnitude and complexity of the debt transactions, including the assistance of our professionals with specialized knowledge and skills in the relevant technical accounting guidance required when performing audit procedures to address these matters.

We identified the accounting for debt and the related debt transactions, as a critical audit matter because of the complexity involved in (i) evaluating the accounting for the refinanced debt including whether such refinancing transactions resulted in a debt modification or extinguishment and the associated impact on debt issuance costs, including the recognition of debt extinguishment and modification costs, (ii) evaluating the appropriate statement of cash flow presentation for a debt transaction that involved a syndicated loan with multiple lenders, and (iii) evaluating the existence of and accounting for features embedded in new, amended and refinanced debt agreements that must be separated and accounted for as a derivative.

This required an increased extent of effort due to the potential magnitude and complexity of the debt transactions, including the assistance of our professionals with specialized knowledge in the relevant technical accounting guidance required when performing audit procedures to address these matters.

How the Critical Audit Matter Was Addressed in the Audit

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◦ Testing the accuracy and completeness, including mathematical accuracy, of management’s analysis.

◦ Evaluating management’s analysis over whether the debt transactions met the conditions to be treated as a debt modification or extinguishment by evaluating it against the relevant technical accounting guidance.

◦ Evaluating management’s analysis over whether the debt transactions met the conditions to be treated as a debt modification or extinguishment by evaluating their analysis against the relevant technical accounting guidance.

• We evaluated and tested management’s analysis of the cash receipts and repayment amounts, on a lender-by-lender basis, related to the refinancing of existing syndicated debt to assess the appropriateness of such amounts in the statement of cash flows presentation by:

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◦ Evaluating management’s analysis over whether the cash receipts and repayment amounts, on a lender-by-lender basis, met the conditions to be accounted for as a debt modification or extinguishment.

◦ Utilizing the assistance of our professionals with specialized knowledge and skills in the relevant technical accounting guidance we evaluated the Company’s conclusion regarding the appropriate statement of cash flows presentation.

• We evaluated the conclusions reached by management on its analysis of the terms in the new, amended and refinanced debt agreements to evaluate the existence of features in the new or amended debt agreements that must be separated and accounted for as a derivative by:

◦ Reading the terms for a selection of debt agreements to evaluate the existence of features in the new or amended debt agreements that must be separated and accounted for as a derivative.

◦ Evaluating management’s analysis identifying the existence of and accounting for the features in the new, amended and refinanced debt agreements that must be separated and accounted for as a derivative by evaluating it against the relevant technical accounting guidance.

◦ Utilizing the assistance of our professionals with specialized knowledge in the relevant technical accounting guidance we evaluated the Company’s conclusion regarding the appropriate statement of cash flow presentation.

• We evaluated the conclusions reached by management on their analysis of the terms in the new, amended and refinanced debt agreements to evaluate the existence of features in the new, amended and refinanced debt agreements that must be separated and accounted for as a derivative by:

◦ Reading the terms for a selection of debt agreements to evaluate the existence of features in the new, amended and refinanced debt agreements that must be separated and accounted for as a derivative.

◦ Evaluating management’s analysis identifying the existence of and accounting for the features in the new, amended and refinanced debt agreements that must be separated and accounted for as a derivative by evaluating their analysis against the relevant technical accounting guidance.

/s/ Deloitte & Touche LLP

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Carnival Corporation & plc (comprising Carnival Corporation and Carnival plc and their respective subsidiaries, the “Company”) as of November 30, 2023, and the related consolidated statements of income (loss), of comprehensive income (loss), of shareholders’ equity and of cash flows for each of the two years in the period ended November 30, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023, and the results of its operations and its cash flows for each of the two years in the period ended November 30, 2023 in conformity with accounting principles generally accepted in the United States of America.

We have audited the consolidated statements of income (loss), of comprehensive income (loss), of shareholders’ equity and of cash flows of Carnival Corporation & plc (comprising Carnival Corporation and Carnival plc and their respective subsidiaries, the “Company”) for the year ended November 30, 2023 including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended November 30, 2023 in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments in 2023.

As discussed in the consolidated statements of shareholders’ equity, the Company changed the manner in which it accounts for convertible instruments in 2023.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Miami, Florida

January 26, 2024

January 26, 2024, except for the change in the manner in which the Company accounts for segments discussed in Note 2 to the consolidated financial statements, as to which the date is January 27, 2026

We served as the Company's auditor from 2003 to 2024.

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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-K

Item 8. Financial Statements and Supplementary Data