Carnival Corp Ltd. 10-K

Item 8. Financial Statements and Supplementary Data . CARNIVAL CORPORATION & PLC CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED NOVEMBER 30, 2025 TABLE OF CONTENTS CONSOLIDATED STATEMENTS OF INCOM E (LOSS) 45 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOM E (LOSS) 46 CONSOLIDATED BALANCE SHEETS 47 CONSOLIDATED STATEMENTS OF CASH FLOWS 48 CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY 49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 50 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 34 ) 78 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 238 ) 81 44 CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF INCOME (LOSS) (in millions, except per share data) Years Ended November 30, 2025 2024 2023 Passenger ticket $ 17,419 $ 16,463 $ 14,067 Onboard and other 9,202 8,558 7,526 Total Revenues 26,622 25,021 21,593 Cruise and tour operating expenses: Commissions, transportation and other 3,331 3,232 2,761 Onboard and other 2,816 2,678 2,375 Payroll and related 2,589 2,464 2,373 Fuel 1,808 2,007 2,047 Food 1,499 1,457 1,335 Other operating 3,904 3,801 3,426 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 Interest expense, net of capitalized interest ( 1,349 ) ( 1,755 ) ( 2,066 ) Debt extinguishment and modification costs ( 409 ) ( 79 ) ( 111 ) Other income (expense), net ( 4 ) 83 ( 75 ) Income (Loss) Before Income Taxes 2,772 1,915 ( 62 ) Income tax benefit (expense), net ( 12 ) 1 ( 13 ) Net Income (Loss) $ 2,760 $ 1,916 $ ( 74 ) Earnings Per Share Basic $ 2.10 $ 1.50 $ ( 0.06 ) Diluted $ 2.02 $ 1.44 $ ( 0.06 ) The accompanying notes are an integral part of these consolidated financial statements. 45 CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions) Years Ended November 30, 2025 2024 2023 Net Income (Loss) $ 2,760 $ 1,916 $ ( 74 ) Items Included in Other Comprehensive Income (Loss) Change in foreign currency translation adjustment 137 ( 3 ) 52 Other 27 ( 34 ) ( 8 ) Other Comprehensive Income (Loss) 165 ( 36 ) 44 Total Comprehensive Income (Loss) $ 2,925 $ 1,879 $ ( 30 ) The accompanying notes are an integral part of these consolidated financial statements. 46 CARNIVAL CORPORATION & PLC CONSOLIDATED BALANCE SHEETS (in millions, except par values) November 30, 2025 2024 ASSETS Current Assets Cash and cash equivalents $ 1,928 $ 1,210 Trade and other receivables, net 678 590 Inventories 505 507 Prepaid expenses and other 1,108 1,070 Total current assets 4,219 3,378 Property and Equipment, Net 43,494 41,795 Operating Lease Right-of-Use Assets, Net 1,328 1,368 Goodwill 579 579 Other Intangibles 1,177 1,163 Other Assets 890 775 $ 51,687 $ 49,057 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Current portion of long-term debt $ 2,603 $ 1,538 Current portion of operating lease liabilities 175 163 Accounts payable 1,245 1,133 Accrued liabilities and other 2,239 2,358 Customer deposits 6,831 6,425 Total current liabilities 13,092 11,617 Long-Term Debt 24,037 25,936 Long-Term Operating Lease Liabilities 1,178 1,239 Other Long-Term Liabilities 1,097 1,012 Contingencies and Commitments Shareholders’ Equity Carnival Corporation common stock, $ 0.01 par value; 1,960 shares authorized; 1,298 shares issued at 2025 and 1,294 shares issued at 2024 13 13 Carnival plc ordinary shares, $ 1.66 par value; 217 shares issued at 2025 and 2024 361 361 Additional paid-in capital 17,267 17,155 Retained earnings 4,817 2,101 Accumulated other comprehensive income (loss) (“AOCI”) ( 1,810 ) ( 1,975 ) 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 ) Total shareholders’ equity 12,284 9,251 $ 51,687 $ 49,057 The accompanying notes are an integral part of these consolidated financial statements. 47 CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Years Ended November 30, 2025 2024 2023 OPERATING ACTIVITIES Net income (loss) $ 2,760 $ 1,916 $ ( 74 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Depreciation and amortization 2,790 2,557 2,370 Loss on debt extinguishment 401 76 98 Share-based compensation 98 62 53 Amortization of discounts and debt issue costs 116 141 161 Non-cash lease expense 161 142 145 Gain on sales of ships ( 112 ) ( 41 ) ( 88 ) Greenhouse gas regulatory expense 91 46 — Other 58 63 90 6,363 4,963 2,756 Changes in operating assets and liabilities Receivables ( 84 ) ( 49 ) ( 180 ) Inventories 2 9 ( 85 ) Prepaid expenses and other assets ( 214 ) 352 397 Accounts payable 61 ( 26 ) 77 Accrued liabilities and other ( 218 ) 167 147 Customer deposits 308 507 1,169 Net cash provided by operating activities 6,218 5,923 4,281 INVESTING ACTIVITIES Purchases of property and equipment ( 3,611 ) ( 4,626 ) ( 3,284 ) Proceeds from sales of ships and other property and equipment 323 58 340 Advances to affiliates ( 100 ) ( 64 ) ( 21 ) Other 67 98 155 Net cash used in investing activities ( 3,321 ) ( 4,535 ) ( 2,810 ) FINANCING ACTIVITIES Repayments of short-term borrowings — — ( 200 ) Principal repayments of long-term debt ( 12,936 ) ( 5,436 ) ( 7,660 ) Debt issuance costs ( 144 ) ( 203 ) ( 131 ) Debt extinguishment costs ( 272 ) ( 41 ) ( 79 ) Proceeds from issuance of long-term debt 11,152 3,095 2,961 Other 12 1 20 Net cash provided by (used in) financing activities ( 2,189 ) ( 2,584 ) ( 5,089 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 19 ( 8 ) 17 Net increase (decrease) in cash, cash equivalents and restricted cash 727 ( 1,204 ) ( 3,601 ) Cash, cash equivalents and restricted cash at beginning of year 1,231 2,436 6,037 Cash, cash equivalents and restricted cash at end of year $ 1,958 $ 1,231 $ 2,436 The accompanying notes are an integral part of these consolidated financial statements. 48 CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in millions) Common stock Ordinary shares Additional paid-in capital Retained earnings AOCI Treasury stock Total shareholders’ equity 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 ) Other comprehensive income (loss) — — — — 44 — 44 Issuances of common stock, net — — 5 — — — 5 Conversion of Convertible Notes — — 3 — — — 3 Purchases and issuances under the Stock Swap Program, net — — 22 — — ( 20 ) 2 Issuance of treasury shares for vested share-based awards — — ( 41 ) — — 41 — Share-based compensation and other — — 79 — — ( 2 ) 78 At November 30, 2023 12 361 16,712 185 ( 1,939 ) ( 8,449 ) 6,882 Net income (loss) — — — 1,916 — — 1,916 Other comprehensive income (loss) — — — — ( 36 ) — ( 36 ) Conversion of Convertible Notes — — 414 — — — 415 Issuance of treasury shares for vested share-based awards — — ( 47 ) — — 47 — Share-based compensation and other — — 76 — — ( 2 ) 75 At November 30, 2024 13 361 17,155 2,101 ( 1,975 ) ( 8,404 ) 9,251 Net income (loss) — — — 2,760 — — 2,760 Other comprehensive income (loss) — — — — 165 — 165 Issuance of treasury shares for vested share-based awards — — — ( 44 ) — 44 — Share-based compensation and other — — 112 — — ( 5 ) 107 At November 30, 2025 $ 13 $ 361 $ 17,267 $ 4,817 $ ( 1,810 ) $ ( 8,364 ) $ 12,284 (a) We adopted the provisions of Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity’s Own Equity on December 1, 2022. The accompanying notes are an integral part of these consolidated financial statements. 49 CARNIVAL CORPORATION & PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – General Description of Business 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 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. 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, Princess Cruises, and Seabourn. During 2025, we sunset the P&O Cruises (Australia) brand and folded its Australia operations into Carnival Cruise Line. DLC Arrangement Carnival Corporation and Carnival plc operate a dual listed company (“DLC”) arrangement, whereby the businesses of Carnival Corporation and Carnival plc are combined through a number of contracts and provisions in Carnival Corporation’s Articles of Incorporation and By-Laws and Carnival plc’s Articles of Association. The two companies operate as a single economic enterprise with a single senior management team and identical Boards of Directors, but each has retained its separate legal identity. Carnival Corporation’s shares of common stock are publicly traded on the New York Stock Exchange (“NYSE”) and Carnival plc’s ordinary shares are publicly traded on the London Stock Exchange. The Carnival plc American Depositary Shares are traded on the NYSE. The constitutional documents of each company provide that, on most matters, the holders of the common equity of both companies effectively vote as a single body. The Equalization and Governance Agreement between Carnival Corporation and Carnival plc provides for the equalization of dividends and liquidation distributions based on an equalization ratio and contains provisions relating to the governance of the DLC arrangement. Because the equalization ratio is 1 to 1, one share of Carnival Corporation common stock and one Carnival plc ordinary share are generally entitled to the same distributions. Under deeds of guarantee executed in connection with the DLC arrangement, as well as stand-alone guarantees executed since that time, each of Carnival Corporation and Carnival plc have effectively cross guaranteed all indebtedness and certain other monetary obligations of each other. Once the written demand is made, the holders of indebtedness or other obligations may immediately commence an action against the relevant guarantor. Under the terms of the DLC arrangement, Carnival Corporation and Carnival plc are permitted to transfer assets between the companies, make loans to or investments in each other and otherwise enter into intercompany transactions. In addition, the cash flows and assets of one company are required to be used to pay the obligations of the other company, if necessary. Given the DLC arrangement, we believe that providing separate financial statements for each of Carnival Corporation and Carnival plc would not present a true and fair view of the economic realities of their operations. 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. 50 NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation We consolidate entities over which we have control, as typically evidenced by a voting control of greater than 50% or for which we are the primary beneficiary, whereby we have the power to direct the most significant activities and the obligation to absorb significant losses or receive significant benefits from the entity. We do not separately present our noncontrolling interests in the consolidated financial statements since the amounts are immaterial. 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 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 The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported and disclosed in our consolidated financial statements. We have made reasonable estimates and judgments of such items within our consolidated financial statements and there may be changes to those estimates in future periods. Actual results may differ from the estimates used in preparing our consolidated financial statements. All material intercompany balances and transactions are eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents include investments with maturities of three months or less at acquisition which are stated at cost and present insignificant risk of changes in value. Trade and Other Receivables Although we generally require full payment from our customers prior to or concurrently with their cruise, we grant credit terms to a relatively small portion of our revenue source. We have receivables from credit card merchants and travel agents for cruise ticket purchases and onboard revenue. These receivables are included within trade and other receivables, net and are less allowances for expected credit losses. Inventories Inventories consist substantially of food, beverages, hotel supplies, fuel and retail merchandise, which are all carried at the lower of cost or net realizable value. Cost is determined using the weighted-average or first-in, first-out methods and applied consistently between major categories of inventory. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and any impairment charges. We capitalize interest as part of the cost of capital projects incurred during construction. Depreciation is computed using the straight-line method over our estimated useful lives of the assets to a residual value, as a percentage of original cost, as follows: Years Residual Values Ships 30 15 % Ship improvements 3 - 30 0 % Buildings and improvements 10 - 40 0 % Computer hardware and software 2 - 12 0 % Transportation equipment and other 3 - 20 0 % Leasehold improvements, including port facilities Shorter of the remaining lease term or related asset life ( 3 - 30 ) 0 % 51 The cost of ships under construction includes progress payments for the construction of new ships, as well as design and engineering fees, capitalized interest, construction oversight costs and various owner supplied items. Any liquidated damages received from shipyards are recorded as reductions to the cost basis of the ship. We have a capital program for the improvement of our ships and for asset replacements to enhance the effectiveness and efficiency of our operations; to comply with, or exceed, all relevant legal and statutory requirements related to health, environment, safety, security and sustainability; and to gain strategic benefits or provide improved product innovations to our guests. 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. 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. 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 impact of greenhouse gases and other emissions on the environment. 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 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. We review our ships for impairment whenever events or circumstances indicate that the carrying value of a ship may not be recoverable. If estimated future cash flows are less than the carrying value of a ship, an impairment charge is recognized to the extent its carrying value exceeds its estimated fair value. Leases Substantially all of our leases for which we are the lessee are operating leases of port facilities and real estate and are included within operating lease right-of-use assets, net, long-term operating lease liabilities and current portion of operating lease liabilities in our Consolidated Balance Sheets. We determine if an arrangement is or contains a lease at the lease inception date by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset. We have port facilities and real estate lease agreements with lease and non-lease components, and in such cases, we account for the components as a single lease component. We do not recognize lease assets and lease liabilities for any leases that have an initial term of twelve months or less and do not include an option to purchase the underlying asset that we are reasonably certain to exercise. For some of our port facilities and real estate lease agreements, we have the option to extend our current lease term by 1 to 10 years. Generally, we do not include renewal options as a component of our present value calculation as we are not reasonably certain that we will exercise the options. As our leases do not have a readily determinable implicit rate, we estimate the incremental borrowing rate (“IBR”) to determine the present value of lease payments. We apply judgment in determining the IBR including considering the term of the lease, the currency in which the lease is denominated, and the impact of collateral and our credit risk on the rate. 52 We recognize lease expense for our operating leases on a straight-line basis over the lease term. Goodwill and Other Intangibles Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business acquisition. We review our goodwill for impairment as of July 31 every year, or more frequently if events or circumstances dictate. All of our goodwill has been allocated to our reporting units. The impairment review for goodwill allows us to first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative goodwill impairment test. We would perform the quantitative test if our qualitative assessment determined it is more-likely-than-not that a reporting unit’s estimated fair value is less than its carrying amount. We may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit. When performing the quantitative test, if the estimated fair value of the reporting unit exceeds its carrying value, no further analysis is required. However, if the estimated fair value of the reporting unit is less than the carrying value, goodwill is written down based on the difference between the reporting unit’s carrying amount and its fair value, limited to the amount of goodwill allocated to the reporting unit. Judgment is required in estimating the fair value of our reporting unit. Trademarks represent substantially all of our other intangibles. Trademarks are estimated to have an indefinite useful life and are not amortizable but are reviewed for impairment at least annually and as events or circumstances dictate. The impairment review for trademarks also allows us to first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative trademark impairment test. We would perform the quantitative test if our qualitative assessment determined it was more-likely-than-not that the trademarks are impaired. We may also elect to bypass the qualitative assessment and proceed directly to the quantitative test. Our trademarks would be considered impaired if their carrying value exceeds their estimated fair value. Emission Allowances We became subject to the EU Emissions Trading System (“ETS”) on January 1, 2024, which includes a three-year phase-in period. The ETS regulates emissions through a “cap and trade” principle, where a cap is set on the total amount of certain emissions that can be emitted and requires us to procure emission allowances for certain emissions inside EU waters (as defined in the ETS). Emission allowances are recorded at cost and are included in prepaid expenses and other or other assets. Purchases of emission allowances are classified as operating activities in our Consolidated Statements of Cash Flows. Emission obligations are recorded when generated and are included in accrued liabilities and other and other long-term liabilities. The funded portion of the emission obligations are measured at the carrying value of the emission allowances and the unfunded portion of emission obligations is measured at the fair value of emission allowances necessary to settle. We record expense for emissions in EU waters in fuel expense in the period incurred. Emission allowances and obligations are derecognized when surrendered based on the first-in, first-out method, and are non-cash activities. Equity Method Investments Equity method investments are initially recognized at cost and are included in other assets in the Consolidated Balance Sheets. Our proportionate interest in their results is included in other income (expense), net in the Consolidated Statements of Income (Loss). Debt and Debt Issuance Costs Debt is recorded at initial fair value, which normally reflects the proceeds received by us, net of debt issuance costs. Debt is subsequently stated at amortized cost. Debt issuance costs, discounts and premiums are generally amortized to interest expense using the straight-line method, which approximates the effective interest method, over the term of the debt. Debt issuance costs related to a recognized debt liability are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For our revolving facility, and those export credit facilities not yet drawn, the related debt issuance costs are deferred and recorded as an asset. Debt instruments are evaluated for the existence of features that require separation and accounting as a derivative. In our Consolidated Statements of Cash Flows, debt issuance costs paid to lenders related to a recognized debt liability are netted against the proceeds from the related long-term debt while debt issuance costs paid to third parties, or related to undrawn credit facilities, are presented separately within financing activities. 53 Derivatives and Other Financial Instruments 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 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. All derivatives are recorded at fair value. If a derivative is designated as a cash flow hedge, then the change in the fair value of the derivative is recognized as a component of AOCI until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable. If a derivative or a non-derivative financial instrument is designated as a hedge of our net investment in a foreign operation, then changes in the effective portion of the fair value of the financial instrument are recognized as a component of AOCI to offset the change in the translated value of the designated portion of net investment being hedged until the investment is sold or substantially liquidated, while the impact attributable to components excluded from the assessment of hedge effectiveness is recorded in interest expense, net of capitalized interest, on a systematic and rational basis. For derivatives that do not qualify for hedge accounting treatment, the change in fair value is recognized in earnings. We classify the fair value of all our derivative contracts as either current or long-term, depending on the maturity date of the derivative contract. The cash flows from derivatives treated as cash flow hedges are classified in our Consolidated Statements of Cash Flows in the same category as the item being hedged. Derivative valuations are based on observable inputs such as interest rates and commodity price curves, forward currency exchange rates, credit spreads, maturity dates, volatilities, and cross currency basis spreads. We use the income approach to value derivatives for foreign currency options and forwards, interest rate swaps and cross currency swaps using observable market data for all significant inputs and standard valuation techniques to convert future amounts to a single present value amount, assuming that participants are motivated but not compelled to transact. Foreign Currency Translation and Transactions These consolidated financial statements are presented in U.S. dollars. Each foreign entity determines its functional currency by reference to its primary economic environment. Our most significant foreign entities utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. We translate the assets and liabilities of our foreign entities that have functional currencies other than the U.S. dollar at exchange rates in effect at the balance sheet date. Revenues and expenses of these foreign entities are translated at the average rate for the period. Equity is translated at historical rates and the resulting foreign currency translation adjustments are included as a component of AOCI, which is a separate component of shareholders’ equity. Therefore, the U.S. dollar value of the non-equity translated items in our consolidated financial statements will fluctuate from period to period, depending on the changing value of the U.S. dollar versus these currencies. We execute transactions in a number of different currencies. At the date that the transaction is recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction is measured and recorded in the functional currency of the recording entity using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than the functional currency are adjusted using the exchange rate at the balance sheet date, with gains or losses recorded in other income or other expense, unless such monetary balances have been designated as hedges of net investments in our foreign entities. The net gains or losses resulting from foreign currency transactions were not material in 2025, 2024 and 2023. In addition, the unrealized gains or losses on our long-term intercompany receivables and payables which are denominated in a non-functional currency and which are not expected to be repaid in the foreseeable future are recorded as foreign currency translation adjustments included as a component of AOCI. 54 Revenue and Expense Recognition Guest cruise deposits and advance onboard purchases are initially included in customer deposits when received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct 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 passenger ticket revenues when such vouchers are utilized. Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of cancellation. Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related expenses of these services are included in prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in transportation expenses at the time of revenue recognition. 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 expenses when the corresponding revenues are recognized. The remaining portion of fees, taxes and charges are expensed in other operating expenses when the corresponding revenues are recognized. Revenues and expenses from our hotel and transportation operations, which are included in our Tour and Other segment, are recognized at the time the services are performed. Customer Deposits 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 $ 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. Our customer deposits balance changes due to the seasonal nature of cash collections, which typically results from higher ticket prices and occupancy levels during the third quarter, the recognition of revenue, refunds of customer deposits and foreign currency changes. Contract Costs We recognize incremental travel agent commissions and credit and debit card fees incurred as a result of obtaining the ticket contract as assets when paid prior to the start of a voyage. We record these amounts within prepaid expenses and other and subsequently recognize these amounts as commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation. We had incremental costs of obtaining contracts with customers recognized as assets of $ 363 million and $ 336 million as of November 30, 2025 and 2024. Insurance We use a combination of insurance and self-insurance to cover a number of risks including illness and injury to crew, guest injuries, pollution, other third-party claims in connection with our cruise activities, damage to hull and machinery for each of our ships, war risks, workers’ compensation, directors’ and officers’ liability, property damage and general liability for shoreside third-party claims. We recognize insurance recoverables from third-party insurers up to the amount of recorded losses at the time the recovery is probable and upon settlement for amounts in excess of the recorded losses. All of our insurance policies are subject to coverage limits, exclusions and deductible levels. The liabilities associated with crew illnesses and crew and guest injury claims, including all legal costs, are estimated based on the specific merits of the individual claims or actuarially estimated based on historical claims experience, loss development factors and other assumptions. 55 Selling and Administrative Expenses Selling expenses include a broad range of advertising, marketing and promotional expenses. Advertising is charged to expense as incurred, except for media production costs, which are expensed upon the first airing of the advertisement. Selling expenses totaled $ 972 million in 2025, $ 925 million in 2024 and $ 851 million in 2023. Administrative expenses represent the costs of our shoreside support, reservations and other administrative functions, and include salaries and related benefits, professional fees and building occupancy costs, which are typically expensed as incurred. Share-Based Compensation 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 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. Earnings Per Share Basic earnings per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares and common stock equivalents outstanding during each period including the dilutive effect of convertible notes using the if-converted method. For earnings per share purposes, Carnival Corporation common stock and Carnival plc ordinary shares are considered a single class of shares since they have equivalent rights. Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“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’ measure of 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 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 . This guidance requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction, as well as other amendments relating to income tax disclosures. This guidance is required to be adopted by us in 2026. 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 . This guidance requires annual and interim disclosure of disaggregated information for certain costs and expenses. This guidance is required to be adopted by us in 2028. We are currently evaluating the impact this guidance 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 may have on our consolidated financial statements. 56 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 November 30, (in millions) 2025 2024 Ships and ship improvements $ 61,683 $ 58,649 Ships under construction 464 535 Other property and equipment 5,315 4,705 Total property and equipment 67,462 63,889 Less accumulated depreciation ( 23,968 ) ( 22,094 ) $ 43,494 $ 41,795 Capitalized interest amounted to $ 75 million in 2025, $ 61 million in 2024 and $ 64 million in 2023. Sales of Ships 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 At November 30, 2025 and 2024, we had a 33 % and 49 % noncontrolling interest in Grand Bahama Shipyard Ltd. (“Grand Bahama”), a ship repair and maintenance facility. 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. As of November 30, 2024, our investment in Grand Bahama was $ 45 million, consisting of $ 28 million in equity and a loan of $ 18 million. Grand Bahama provided an immaterial amount of services to us in 2025, 2024 and 2023. At November 30, 2025 and 2024, we had a 33 % and 50 % noncontrolling interest in Floating Docks S. de RL. (“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, 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. 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. Our proportionate interest in the results of our equity method investments are not material. 57 NOTE 5 – Debt November 30, (in millions) Maturity Rate (a) 2025 2024 Secured Subsidiary Guaranteed Notes Notes Jun 2027 7.88 % $ 192 $ 192 Notes Aug 2028 4.00 % 2,406 2,406 Notes Aug 2029 7.00 % 500 500 Loans Floating rate (b) Aug 2027 - Oct 2028 SOFR + 2.00 % (c) — 2,449 Total Secured Subsidiary Guaranteed 3,098 5,547 Senior Priority Subsidiary Guaranteed Notes (b) May 2028 10.38 % — 2,030 Unsecured Subsidiary Guaranteed Notes Notes (b) Mar 2026 7.63 % — 1,351 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 Notes Jul 2031 4.13 % 1,160 — Notes Aug 2032 5.75 % 3,000 — Notes Feb 2033 6.13 % 2,000 — Loans EUR floating rate (e) Apr 2025 EURIBOR + 3.25 % — 211 Floating rate Aug 2027 - Nov 2027 SOFR + 1.13 - 1.38 % 900 — Export Credit Facilities Floating rate Dec 2031 SOFR + 1.20 % (f) 446 514 Fixed rate Aug 2027 - Dec 2032 2.42 - 3.38 % 1,983 2,370 EUR floating rate Oct 2026 - Nov 2034 EURIBOR + 0.55 - 0.80 % 2,461 2,590 EUR fixed rate Feb 2031 - Sep 2037 1.05 - 4.00 % 6,132 5,386 Total Unsecured Subsidiary Guaranteed 23,042 19,803 Unsecured (No Subsidiary Guarantee) Notes Notes Jan 2028 6.65 % 200 200 EUR Notes Oct 2029 1.00 % 696 633 Loans EUR floating rate (e) Apr 2029 EURIBOR + 1.95 % 348 — Total Unsecured (No Subsidiary Guarantee) 1,244 833 Total Debt 27,383 28,213 Less: unamortized debt issuance costs and discounts ( 744 ) ( 738 ) 58 Total Debt, net of unamortized debt issuance costs and discounts 26,640 27,475 Less: current portion of long-term debt ( 2,603 ) ( 1,538 ) Long-Term Debt $ 24,037 $ 25,936 (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 2.75 % to 2.00 %. See “Repricing of Senior Secured Term Loans” below. (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: (in millions) Year Principal Payments 2026 (a) $ 2,615 2027 2,518 2028 3,962 2029 4,133 2030 2,886 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 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 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. 59 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 % Prepayments 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 • 10.38 % senior priority notes due 2028 • 6.00 % senior unsecured notes due 2029 • 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 During 2025, we borrowed $ 0.8 billion under export credit facilities due in semi-annual installments through 2037. 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, 2025, the net book value of our ships subject to negative pledges was $ 19.3 billion. Convertible Notes 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: November 30, (in millions) 2025 2024 Principal $ 1,131 $ 1,131 Less: Unamortized debt discount and debt issue costs ( 13 ) ( 19 ) $ 1,118 $ 1,112 60 The interest expense recognized related to our convertible notes was as follows: November 30, (in millions) 2025 2024 2023 Contractual interest expense $ 65 $ 86 $ 91 Amortization of debt discount and debt issue costs 6 8 9 $ 71 $ 94 $ 100 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 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 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, 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 • 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 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. NOTE 6 – Contingencies Litigation We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business. We have insurance coverage for certain of these claims and actions, or any settlement of these claims and actions, and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels. We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. Legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations, financial position or liquidity. 61 As previously disclosed, on May 2, 2019, the Havana Docks Corporation filed a lawsuit against Carnival Corporation in the U.S. District Court for the Southern District of Florida under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act, alleging that Carnival Corporation “trafficked” in confiscated Cuban property when certain ships docked at certain ports in Cuba, and that this alleged “trafficking” entitles the plaintiffs to treble damages. On March 21, 2022, the court granted summary judgment in favor of Havana Docks Corporation as to liability. On December 30, 2022, the court entered judgment against Carnival Corporation in the amount of $ 110 million plus $ 4 million in fees and costs. We appealed. On October 22, 2024, the Court of Appeals for the 11 th Circuit reversed the District Court’s judgment against us. On March 6, 2025, Havana Docks filed a petition for certiorari with the Supreme Court of the United States 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. As of November 30, 2025, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed. These actions include claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships. On October 24, 2023, the court in the Australian matter held that we were liable for negligence and for breach of consumer protection warranties as it relates to the lead plaintiff. The court ruled that the lead plaintiff was not entitled to any pain and suffering or emotional distress damages on the negligence claim and awarded medical costs. In relation to the consumer protection warranties claim, the court found that distress and disappointment damages amounted to no more than the refund already provided to guests and therefore made no further award. 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. We believe the ultimate outcome of these matters will not have a material impact on our consolidated financial statements. Regulatory or Governmental Inquiries and Investigations We have been, and may continue to be, impacted by breaches in data security and lapses in data privacy, which occur from time to time. These can vary in scope and range from inadvertent events to malicious motivated attacks. We have incurred legal and other costs in connection with cyber incidents that have impacted us. The penalties and settlements paid in connection with cyber incidents over the last three years were not material. While 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. Department of Justice and the U.S. Environmental Protection Agency notified us of potential civil penalties and injunctive relief for alleged Clean Water Act violations by owned and operated vessels covered by the 2013 Vessel General Permit. We are working with these agencies to reach a resolution of this matter. We believe the ultimate outcome will not have a material impact on our consolidated financial statements. Other Contingent Obligations Some of the debt contracts we enter into include indemnification provisions obligating us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes or changes in laws which increase the lender’s costs. There are no stated or notional amounts included in the indemnification clauses, and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations. Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a capped reserve fund in cash. 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, 2025 and 2024, we were not required to maintain any reserve funds or compensating deposits. NOTE 7 – Ship Commitments As of November 30, 2025, our new ship growth capital commitments were $ 0.5 billion, $ 1.6 billion, $ 1.5 billion, $ 1.8 billion, $ 1.7 billion and $ 4.8 billion for the years ending November 30, 2026, 2027, 2028, 2029, 2030 and thereafter. 62 NOTE 8 – Taxation A summary of our principal taxes and exemptions in the jurisdictions where our significant operations are located is as follows: U.S. Income Tax We are primarily foreign corporations engaged in the business of operating cruise ships in international transportation. We also own and operate, among other businesses, the U.S. hotel and transportation business of Holland America Princess Alaska Tours through U.S. corporations. Our North American cruise ship businesses and certain ship-owning subsidiaries are engaged in a trade or business within the U.S. Depending on its itinerary, any particular ship may generate income from sources within the U.S. We believe that our U.S. source income and the income of our ship-owning subsidiaries, to the extent derived from, or incidental to, the international operation of a ship or ships, is exempt from U.S. federal income and branch profit taxes. Our domestic U.S. operations, principally the hotel and transportation business of Holland America Princess Alaska Tours, are subject to federal and state income taxation in the U.S. In general, under Section 883 of the Internal Revenue Code, certain non-U.S. corporations (such as our North American cruise ship businesses) are not subject to U.S. federal income tax or branch profits tax on U.S. source income derived from, or incidental to, the international operation of a ship or ships. Applicable U.S. Treasury regulations provide in general that a foreign corporation will qualify for the benefits of Section 883 if, in relevant part, (i) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the U.S. in respect of each category of shipping income for which an exemption is being claimed under Section 883 (an “equivalent exemption jurisdiction”) and (ii) the foreign corporation meets a defined publicly-traded corporation stock ownership test (the “publicly-traded test”). Subsidiaries of foreign corporations that are organized in an equivalent exemption jurisdiction and meet the publicly-traded test also benefit from Section 883. We believe that Panama is an equivalent exemption jurisdiction and that Carnival Corporation currently satisfies the publicly-traded test under the regulations. 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 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. sourced transportation income earned by Carnival plc and its subsidiaries qualifies for exemption from U.S. federal income tax under applicable bilateral U.S. income tax treaties. Carnival Corporation, Carnival plc and certain subsidiaries are subject to various U.S. state income taxes generally imposed on each state’s portion of the U.S. source income subject to U.S. federal income taxes. 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 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. UK corporation tax is not chargeable under the normal UK tax rules on these brands’ relevant shipping income. Relevant shipping income includes income from the operation of qualifying ships and from shipping related activities. For a company to be eligible for the regime, it must be subject to UK corporation tax and, among other matters, operate qualifying ships that are strategically and commercially managed in the UK. Companies within the UK tonnage tax regime are also subject to a seafarer training requirement. Our UK non-shipping activities that do not qualify under the UK tonnage tax regime remain subject to normal UK corporation tax. 63 Italian and German Income Tax In December 2024, the European Commission formally approved the Italian tonnage tax rules for 10 years. 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. Our non-shipping activities that do not qualify under the Italian tonnage tax regime remain subject to normal Italian corporation tax. Substantially all of AIDA’s earnings are exempt from German income taxes by virtue of the Germany/Italy income tax treaty. Global Minimum Tax The Organization for Economic Co-operation and Development (“OECD”) issued Model Rules for implementation of a 15 % minimum tax for multinational enterprises as part of its initiative intended to address the tax challenges arising from globalization. Subject to certain requirements, the OECD Model Rules provide an exclusion for international shipping income. 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. Other 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. NOTE 9 – Shareholders’ Equity Carnival Corporation’s Articles of Incorporation authorize its Boards of Directors, at its discretion, to issue up to 40.0 million shares of preferred stock. At November 30, 2025 and 2024, no Carnival Corporation preferred stock or Carnival plc preference shares had been issued. Accumulated Other Comprehensive Income (Loss) November 30, (in millions) 2025 2024 2023 Cumulative foreign currency translation adjustments, net $ ( 1,818 ) $ ( 1,955 ) $ ( 1,952 ) Unrecognized pension expenses ( 44 ) ( 45 ) ( 34 ) Net gains on cash flow derivative hedges and other 52 26 48 $ ( 1,810 ) $ ( 1,975 ) $ ( 1,939 ) 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. Dividends 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. 64 NOTE 10 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks Fair Value Measurements Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: • Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment • Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities • Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange. Financial Instruments that are not Measured at Fair Value on a Recurring Basis November 30, 2025 November 30, 2024 Carrying Value Fair Value Carrying Value Fair Value (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Fixed rate debt (a) $ 23,229 $ — $ 24,167 $ — $ 22,449 $ — $ 23,241 $ — Floating rate debt (a) 4,154 — 4,142 — 5,764 — 5,685 — Total $ 27,383 $ — $ 28,308 $ — $ 28,213 $ — $ 28,927 $ — (a) The debt amounts above do not include the impact of interest rate swaps or debt issuance costs and discounts. The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2. The fair values of our other debt were estimated based on current market interest rates being applied to this debt. Financial Instruments that are Measured at Fair Value on a Recurring Basis 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. 65 Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis Valuation of Goodwill and Trademarks 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. Trademarks (in millions) North America Segment Europe Segment Total At November 30, 2023 $ 927 $ 237 $ 1,164 Exchange movements — ( 4 ) ( 4 ) At November 30, 2024 927 234 1,161 Exchange movements — 15 15 At November 30, 2025 $ 927 $ 249 $ 1,176 Impairment of Ships 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 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 Fuel Price Risks We manage our exposure to fuel price risk by managing our consumption of fuel. 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, new technologies and alternative fuels. Foreign Currency Exchange Rate Risks Overall Strategy We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating and financing activities, including netting certain exposures to take advantage of any natural offsets and, when considered appropriate, through the use of derivative and non-derivative financial instruments. Our primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced by our operations and realized if we exchange one currency for another. We consider hedging certain of our ship commitments and net investments in foreign operations. The financial impacts of our hedging instruments generally offset the changes in the underlying exposures being hedged. Operational Currency Risks Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. Our operations also have revenue and expenses denominated in non-functional currencies. Movements in foreign currency exchange rates affect our consolidated financial statements. 66 Investment Currency Risks We consider our investments in foreign operations to be denominated in stable currencies and of a long-term nature. We have euro-denominated debt which provides an economic offset for our operations with euro functional currency. In addition, we have in the past and may in the future utilize derivative financial instruments, such as cross currency swaps, to manage our exposure to investment currency risks. Newbuild Currency Risks Our shipbuilding contracts are typically denominated in euros. At November 30, 2025, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands. The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than our cruise brands’ functional currency will be affected by foreign currency exchange rate fluctuations. These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships. We have in the past and may in the future utilize derivative financial instruments, such as foreign currency derivatives, to manage our exposure to newbuild currency risks. Our decisions to hedge non-functional currency ship commitments for our cruise brands are made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks. Interest Rate Risks We manage our exposure to fluctuations in interest rates through our debt portfolio management and investment strategies. We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps, refinancing of existing debt and the issuance of new debt. Concentrations of Credit Risk As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash and cash equivalents, investments, notes receivables, reserve funds related to customer deposits (when required), future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees, by: • Conducting business with well-established financial institutions, insurance companies and export credit agencies • Diversifying our counterparties • Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard liquidity and minimize risk • 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, 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. Normally, we have not required collateral or other security to support normal credit sales and have not experienced significant credit losses. 67 NOTE 11 – Leases The components of expense were as follows: November 30, (in millions) 2025 2024 2023 Operating lease expense $ 233 $ 215 $ 213 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. These costs are recorded within commissions, transportation and other in our Consolidated Statements of Income (Loss). Variable lease expense related to operating leases, other than the port facilities, were not material to our consolidated financial statements. 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: November 30, 2025 November 30, 2024 Weighted average remaining lease term - operating leases (in years) 11 12 Weighted average discount rate - operating leases 5.4 % 5.9 % As of November 30, 2025, maturities of operating lease liabilities were as follows: (in millions) Year 2026 $ 233 2027 227 2028 212 2029 167 2030 133 Thereafter 843 Total lease payments 1,816 Less: Present value discount ( 463 ) Present value of lease liabilities $ 1,353 For time charter arrangements where we are the lessor and for transactions with cruise guests related to the use of cabins, we do not separate lease and non-lease components since (1) the lease on a standalone basis would be classified as an operating lease and (2) the timing and pattern of transfer for the lease component and associated non-lease component are the same. As the non-lease components are the predominant components in the agreements, we account for these transactions under the Revenue Recognition guidance. 68 NOTE 12 – Segment Information 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. 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 ) Other ( 10 ) 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 69 (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; hotel costs; 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. (c) Excludes restructuring expenses. (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; hotel costs; 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. (c) Excludes restructuring expenses. (d) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation. 70 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; hotel costs; 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. (c) Excludes restructuring expenses. (d) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation. 71 Revenue by country, which are based on where our guests are sourced, were as follows: Years Ended November 30, (in millions) 2025 2024 2023 United States $ 14,847 $ 14,061 $ 12,253 Germany 3,348 3,063 2,651 United Kingdom 3,054 2,740 2,284 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. NOTE 13 – Compensation Plans and Post-Employment Benefits Equity Plans We issue our share-based compensation awards, which at November 30, 2025 included time-based share awards (restricted stock awards and restricted stock units) and performance-based share awards (restricted stock units) (collectively “equity awards”), under the Carnival Corporation and Carnival plc stock plans. Equity awards are principally granted to management level employees and members of our Boards of Directors. The plans are administered by the Compensation Committees which are made up of independent directors who determine which employees are eligible to participate, the monetary value or number of shares for which equity awards are to be granted and the amounts that may be exercised or sold within a specified term. We had an aggregate of 22.7 million shares available for future grant at November 30, 2025. We fulfill our equity award obligations using shares purchased in the open market or with unissued or treasury shares. Our equity awards generally vest over a three-year period, subject to earlier vesting under certain conditions. Shares Weighted-Average Grant Date Fair Value Outstanding at November 30, 2024 11,922,246 $ 12.48 Granted 6,025,742 $ 17.76 Vested ( 4,295,161 ) $ 13.89 Forfeited ( 1,088,724 ) $ 14.38 Outstanding at November 30, 2025 12,564,103 $ 14.37 As of November 30, 2025, there was $ 157 million of total unrecognized compensation cost related to equity awards, which is expected to be recognized over a weighted-average period of 1.6 years. 72 Single-employer Defined Benefit Pension Plans We maintain several single-employer defined benefit pension plans, which cover certain shipboard and shoreside employees. The U.S. and UK shoreside employee plans are closed to new membership and are funded at or above the level required by U.S. or UK regulations. The remaining defined benefit plans are primarily unfunded. These plans provide pension benefits primarily based on employee compensation and years of service. UK Plan (a) All Other Plans (in millions) 2025 2024 2025 2024 Change in projected benefit obligation: Projected benefit obligation as of December 1 $ 159 $ 181 $ 250 $ 226 Past service cost 1 1 20 18 Interest cost 8 8 12 12 Benefits paid ( 6 ) ( 7 ) ( 19 ) ( 17 ) Actuarial (gain) loss on plans’ liabilities ( 9 ) ( 3 ) ( 4 ) 12 Plan amendments — — 1 — Plan curtailments, settlements and other — — ( 1 ) ( 1 ) Administrative expenses ( 1 ) ( 1 ) — — Exchange movements and other 7 ( 21 ) — — Projected benefit obligation as of November 30 158 159 259 250 Change in plan assets: Fair value of plan assets as of December 1 168 196 8 9 Return (loss) on plans’ assets ( 5 ) 4 — 1 Employer contributions — — 19 17 Benefits paid ( 6 ) ( 7 ) ( 19 ) ( 17 ) Plan settlements — — ( 1 ) ( 1 ) Administrative expenses ( 1 ) ( 1 ) — — Exchange movements and other 7 ( 25 ) — — Fair value of plan assets as of November 30 163 168 8 8 Funded status as of November 30 $ 5 $ 9 $ ( 251 ) $ ( 242 ) (a) The P&O Princess Cruises (UK) Pension Scheme (“UK Plan”). The amounts recognized in the Consolidated Balance Sheets for these plans were as follows: UK Plan All Other Plans November 30, November 30, (in millions) 2025 2024 2025 2024 Other assets $ 5 $ 9 $ — $ — Accrued liabilities and other $ — $ — $ 30 $ 32 Other long-term liabilities $ — $ — $ 221 $ 210 The accumulated benefit obligation for all defined benefit pension plans was $ 252 million and $ 244 million at November 30, 2025 and 2024. 73 Amounts for pension plans with accumulated benefit obligations in excess of fair value of plan assets are as follows: November 30, (in millions) 2025 2024 Projected benefit obligation $ 259 $ 250 Accumulated benefit obligation $ 252 $ 244 Fair value of plan assets $ 8 $ 8 The net periodic pension cost recognized in the Consolidated Statements of Income (Loss) were as follows: UK Plan All Other Plans November 30, November 30, (in millions) 2025 2024 2023 2025 2024 2023 Service cost $ 1 $ 1 $ 1 $ 20 $ 18 $ 18 Interest cost 8 8 8 12 12 11 Expected return on plan assets ( 10 ) ( 9 ) ( 8 ) — — — Amortization of net loss (gain) 2 2 — — — — Settlement loss recognized — — — — — 1 Net periodic pension cost (income) $ 2 $ 2 $ 1 $ 33 $ 31 $ 30 The components of net periodic pension cost other than the service cost component are included in other income (expense), net in the Consolidated Statements of Income (Loss). Weighted average assumptions used to determine the projected benefit obligation are as follows: UK Plan All Other Plans 2025 2024 2025 2024 Discount rate 5.5 % 5.2 % 5.1 % 5.2 % Rate of compensation increase 2.7 % 2.9 % 3.0 % 3.0 % Weighted average assumptions used to determine net pension income are as follows: UK Plan All Other Plans 2025 2024 2023 2025 2024 2023 Discount rate 5.2 % 5.2 % 4.3 % 5.2 % 5.6 % 5.4 % Expected return on assets 5.7 % 5.6 % 4.3 % 3.8 % 6.0 % 3.5 % Rate of compensation increase 2.9 % 2.9 % 2.9 % 3.0 % 3.0 % 3.0 % The discount rate used to determine the UK Plan’s projected benefit obligation was determined as the single equivalent rate based on applying a yield curve determined from AA credit rated bonds at the balance sheet date to the cash flows making up the pension plan’s obligations. The discount rate used to determine the UK Plan’s future net periodic pension cost was determined as the equivalent rate based on applying each individual spot rate from a yield curve determined from AA credit rated bonds at the balance sheet date for each year’s cash flow. The UK Plan’s expected long-term return on plan assets is consistent with the long-term investment return target provided to the UK Plan’s fiduciary manager (UK government fixed interest bonds (gilts)) plus 1.5 % and was 5.1 % per annum as of November 30, 2025. 74 Amounts recognized in AOCI are as follows: UK Plan All Other Plans November 30, November 30, 2025 2024 2025 2024 Actuarial losses (gains) recognized in the current year $ 5 $ 2 $ ( 4 ) $ 12 Amortization and settlements included in net periodic pension cost $ ( 2 ) $ ( 2 ) $ ( 1 ) $ ( 1 ) We anticipate making contributions of $ 30 million to the plans during 2026. Estimated future benefit payments to be made during each of the next five fiscal years and in the aggregate during the succeeding five fiscal years are as follows: (in millions) UK Plan All Other Plans 2026 $ 8 $ 31 2027 8 25 2028 8 28 2029 9 27 2030 9 28 2031-2035 53 153 $ 95 $ 293 Our investment strategy for our pension plan assets is to maintain a diversified portfolio of asset classes to produce a sufficient level of diversification and investment return over the long term. The investment policy for each plan specifies the type of investment vehicles appropriate for the plan, asset allocation guidelines, criteria for selection of investment managers and procedures to monitor overall investment performance, as well as investment manager performance. As of November 30, 2025 and 2024, the All Other Plans were unfunded. The fair values of the plan assets of the UK Plan by investment class are as follows: November 30, 2025 2024 Equities $ 12 $ 11 UK government fixed interest bonds (gilts) 151 157 $ 163 $ 168 Multiemployer Defined Benefit Pension Plans We participate in two multiemployer defined benefit pension plans in the UK, the British Merchant Navy Officers Pension Fund (registration number 10005645) (“MNOPF”), which is divided into two sections, the “Old Section” and the “New Section,” and the British Merchant Navy Ratings Pension Fund (registration number 10005646) (“MNRPF”). Collectively, we refer to these as “the multiemployer plans.” The multiemployer plans are maintained for the benefit of the employees of the participating employers who make contributions to the plans. The risks of participating in these multiemployer plans are different from single-employer plans, including: • Contributions made by employers, including us, may be used to provide benefits to employees of other participating employers • If any of the participating employers were to withdraw from the multiemployer plans or fail to make their required contributions, any unfunded obligations would be the responsibility of the remaining participating employers We are contractually obligated to make all required contributions as determined by the plans’ trustees. All of our multiemployer plans are closed to new membership and future benefit accrual. The MNOPF Old Section is fully funded and covered by a third-party insurer, with no further funding obligations. 75 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 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. We accrue and expense our portion of the MNRPF deficit based on our estimated probable obligation from the most recent actuarial review. Based on the most recent triennial valuation at March 31, 2023 of the MNRPF, it was determined that this plan was 85 % funded. Our share of the deficit of $ 3 million was paid in 2024. In 2025, 2024 and 2023, our contributions to the MNRPF did not exceed 5 % of total contributions to the fund. Total expense (benefit) for the multiemployer plans was $ 2 million in 2025, $( 19 ) million in 2024 and $ 1 million in 2023. Defined Contribution Plans We have several defined contribution plans available to most of our employees. We contribute to these plans based on employee contributions, salary levels and length of service. Total expense for these plans was $ 54 million in 2025, $ 47 million in 2024 and $ 48 million in 2023. NOTE 14 – Earnings Per Share Years Ended November 30, (in millions, except per share data) 2025 2024 2023 Net income (loss) $ 2,760 $ 1,916 $ ( 74 ) Interest expense on dilutive Convertible Notes 71 94 — Net income (loss) for diluted earnings per share $ 2,831 $ 2,009 $ ( 74 ) Weighted-average shares outstanding 1,312 1,274 1,262 Dilutive effect of equity awards 5 5 — Dilutive effect of Convertible Notes 84 119 — Diluted weighted-average shares outstanding 1,402 1,398 1,262 Basic earnings per share $ 2.10 $ 1.50 $ ( 0.06 ) Diluted earnings per share $ 2.02 $ 1.44 $ ( 0.06 ) Antidilutive shares excluded from diluted earnings per share computations were as follows: November 30, (in millions) 2025 2024 2023 Equity awards — — 4 Convertible Notes — — 130 Total antidilutive securities — — 134 76 NOTE 15 – Supplemental Cash Flow Information November 30, (in millions) 2025 2024 2023 Cash and cash equivalents (Consolidated Balance Sheets) $ 1,928 $ 1,210 $ 2,415 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 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. Cash benefit received (paid) for income taxes, net was not material in 2025, 2024 and 2023. 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. 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. 77 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Boards of Directors and Shareholders of Carnival Corporation and Carnival plc Opinions on the Financial Statements and Internal Control over Financial Reporting 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, 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. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. 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 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 financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 78 Critical Audit Matter 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. Debt – Refer to Notes 2 and 5 to the Financial Statements Critical Audit Matter Description 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. Debt is subsequently stated at amortized cost. Debt issuance costs, discounts and premiums are generally amortized to interest expense using the straight-line method, which approximates the effective interest method, over the term of the debt. Debt issuance costs related to a recognized debt liability are presented as a direct deduction of the carrying amount of that debt, consistent with debt discounts. Debt issuance costs related to the Company’s revolving facility and export credit facilities not yet drawn are deferred and recorded as an asset. Debt issuance costs paid to lenders related to a recognized debt liability are netted against the proceeds from the related debt while debt issuance costs paid to third parties, or related to undrawn credit facilities, are presented separately within financing activities. Debt instruments are also evaluated by the Company for the existence of features that must be separated and accounted for as a derivative. 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, 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 Our audit procedures related to the accounting for debt and related debt transactions included the following, among others: • We tested the effectiveness of controls over debt including those over the application of relevant technical accounting guidance to complex and significant debt transactions. • We evaluated and tested management’s debt modification or extinguishment analysis by: ◦ 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 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: ◦ Reading the terms of the debt agreements related to the syndicated loan with multiple lenders. ◦ Testing the completeness and accuracy, including mathematical accuracy, of the Company’s lender-by-lender analysis. ◦ 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 in the relevant technical accounting guidance we evaluated the Company’s conclusion regarding the appropriate statement of cash flow presentation. 79 • 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 Miami, Florida January 27, 2026 We have served as the Company’s auditor since fiscal 2024. 80 Report of Independent Registered Public Accounting Firm To the Boards of Directors and Shareholders of Carnival Corporation and Carnival plc Opinion on the Financial Statements 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 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 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 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 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, 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. Prior to that, we served as Carnival Corporation’s auditor since at least 1986. We were not able to determine the specific year we began serving as auditor of Carnival Corporation. 81 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . None.