Carnival Corp Ltd. 10-Q

Item 1. Financial Statements . CARNIVAL CORPORATION LTD. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (in millions, except per share data) Three Months Ended May 31, Six Months Ended May 31, 2026 2025 2026 2025 Passenger ticket $ 4,273 $ 4,104 $ 8,296 $ 7,936 Onboard and other 2,390 2,224 4,532 4,202 Total Revenues 6,663 6,328 12,828 12,139 Cruise and tour operating expenses: Commissions, transportation and other 778 780 1,650 1,631 Onboard and other 697 671 1,316 1,271 Payroll and related 699 640 1,383 1,280 Fuel 595 468 992 933 Food 389 372 771 726 Other operating 1,067 955 2,054 1,813 Total Cruise and tour operating expenses 4,225 3,886 8,165 7,653 Selling and administrative expense 863 816 1,786 1,663 Depreciation and amortization expense 723 692 1,419 1,346 Operating Income 851 934 1,458 1,477 Interest income 12 12 24 18 Interest expense, net of capitalized interest ( 285 ) ( 341 ) ( 577 ) ( 718 ) Debt extinguishment and modification costs — ( 4 ) — ( 255 ) Other income (expense), net ( 23 ) ( 16 ) ( 70 ) ( 4 ) Income Before Income Taxes 555 585 835 517 Income tax expense, net ( 17 ) ( 17 ) ( 34 ) ( 24 ) Net Income 539 568 801 494 Less: net income attributable to noncontrolling interests 2 4 6 7 Net Income attributable to Carnival Corporation Ltd. $ 537 $ 565 $ 795 $ 486 Earnings Per Share Basic $ 0.39 $ 0.43 $ 0.58 $ 0.37 Diluted $ 0.39 $ 0.42 $ 0.57 $ 0.37 The accompanying notes are an integral part of these consolidated financial statements. 1 Table of Contents CARNIVAL CORPORATION LTD. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (in millions) Three Months Ended May 31, Six Months Ended May 31, 2026 2025 2026 2025 Net Income $ 539 $ 568 $ 801 $ 494 Items Included in Other Comprehensive Income (Loss) Change in foreign currency translation adjustment ( 3 ) 227 70 215 Other ( 0 ) 6 ( 1 ) 6 Other Comprehensive Income (Loss) ( 3 ) 233 69 221 Total Comprehensive Income 536 801 871 715 Less: comprehensive income attributable to noncontrolling interests 2 4 6 7 Comprehensive Income attributable to Carnival Corporation Ltd. $ 534 $ 798 $ 864 $ 708 The accompanying notes are an integral part of these consolidated financial statements. 2 Table of Contents CARNIVAL CORPORATION LTD. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions, except par values) May 31, 2026 November 30, 2025 ASSETS Current Assets Cash and cash equivalents $ 2,243 $ 1,928 Trade and other receivables, net 633 678 Inventories 552 505 Prepaid expenses and other 1,063 1,108 Total current assets 4,492 4,219 Property and Equipment, Net 43,616 43,494 Operating Lease Right-of-Use Assets, Net 1,260 1,328 Goodwill 579 579 Other Intangibles 1,181 1,177 Other Assets 1,100 890 $ 52,228 $ 51,687 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Current portion of long-term debt $ 1,471 $ 2,603 Current portion of operating lease liabilities 168 175 Accounts payable 1,246 1,245 Accrued liabilities and other 2,092 2,239 Customer deposits 8,457 6,831 Total current liabilities 13,434 13,092 Long-Term Debt 23,418 24,037 Long-Term Operating Lease Liabilities 1,113 1,178 Other Long-Term Liabilities 1,279 1,097 Contingencies and Commitments Shareholders’ Equity Carnival Corporation Ltd. common shares, $ 0.01 par value; 1,960 shares authorized; 1,514 shares issued at 2026 and 1,298 shares issued at 2025 15 13 Carnival plc ordinary shares, $ 1.66 par value; no shares issued at 2026 and 217 shares issued at 2025 — 361 Additional paid-in capital 15,640 17,253 Retained earnings 4,996 4,817 Accumulated other comprehensive income (loss) (“AOCI”) ( 1,741 ) ( 1,810 ) Treasury stock, 142 shares at 2026 and 131 shares at 2025 of Carnival Corporation Ltd. and no shares at 2026 and 72 shares at 2025 of Carnival plc, at cost ( 5,943 ) ( 8,364 ) Total shareholders’ equity attributable to Carnival Corporation Ltd. 12,968 12,270 Noncontrolling interests 16 14 Total shareholders’ equity 12,984 12,284 $ 52,228 $ 51,687 The accompanying notes are an integral part of these consolidated financial statements. 3 Table of Contents CARNIVAL CORPORATION LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in millions) Six Months Ended May 31, 2026 2025 OPERATING ACTIVITIES Net income $ 801 $ 494 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 1,419 1,346 Loss on debt extinguishment — 253 Share-based compensation 50 45 Amortization of discounts and debt issue costs 54 60 Non-cash lease expense 85 77 Gain on sales of ships — ( 103 ) Greenhouse gas regulatory expense 57 29 Other 101 68 2,566 2,268 Changes in operating assets and liabilities Receivables 42 22 Inventories ( 48 ) 33 Prepaid expenses and other assets ( 230 ) ( 209 ) Accounts payable ( 4 ) ( 10 ) Accrued liabilities and other ( 93 ) ( 382 ) Customer deposits 1,660 1,596 Net cash provided by operating activities 3,893 3,317 INVESTING ACTIVITIES Purchases of property and equipment ( 1,441 ) ( 1,458 ) Proceeds from sales of ships and other property and equipment 3 312 Advances to affiliates ( 46 ) ( 40 ) Other 3 ( 5 ) Net cash used in investing activities ( 1,481 ) ( 1,191 ) FINANCING ACTIVITIES Principal repayments of long-term debt ( 1,247 ) ( 5,064 ) Debt issuance costs ( 29 ) ( 41 ) Debt extinguishment costs — ( 197 ) Proceeds from issuance of long-term debt — 4,082 Dividends paid ( 414 ) — Share repurchases ( 381 ) — Other ( 33 ) 10 Net cash used in financing activities ( 2,104 ) ( 1,211 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 5 ) 24 Net increase (decrease) in cash, cash equivalents and restricted cash 303 940 Cash, cash equivalents and restricted cash at beginning of period 1,958 1,231 Cash, cash equivalents and restricted cash at end of period $ 2,260 $ 2,171 The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Contents CARNIVAL CORPORATION LTD. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) (in millions) Three Months Ended Common shares Ordinary shares Additional paid-in capital Retained earnings AOCI Treasury stock Non-controlling interests Total shareholders’ equity At February 28, 2026 $ 14 $ 361 $ 17,871 $ 4,733 $ ( 1,738 ) $ ( 8,210 ) $ 18 $ 13,049 Net income — — — 537 — — 2 539 Other comprehensive loss — — — — ( 3 ) — — ( 3 ) DLC unification share exchange and related costs 1 ( 361 ) ( 2,225 ) — — 2,563 — ( 22 ) Cash dividends ($ 0.15 per share) — — — ( 207 ) — — — ( 207 ) Share repurchases — — — — — ( 390 ) — ( 390 ) Issuance of treasury shares for vested share-based awards — — ( 31 ) ( 67 ) — 97 — — Share-based compensation and other 0 0 25 0 — ( 3 ) ( 4 ) 18 At May 31, 2026 $ 15 $ — $ 15,640 $ 4,996 $ ( 1,741 ) $ ( 5,943 ) $ 16 $ 12,984 At February 28, 2025 $ 13 $ 361 $ 17,171 $ 1,991 $ ( 1,986 ) $ ( 8,376 ) $ 9 $ 9,182 Net income — — — 565 — — 4 568 Other comprehensive income — — — — 233 — — 233 Issuance of treasury shares for vested share-based awards — — — ( 12 ) — 12 — — Share-based compensation and other 0 — 26 0 — ( 1 ) ( 2 ) 23 At May 31, 2025 $ 13 $ 361 $ 17,197 $ 2,543 $ ( 1,753 ) $ ( 8,364 ) $ 11 $ 10,007 5 Table of Contents Six Months Ended Common shares Ordinary shares Additional paid-in capital Retained earnings AOCI Treasury stock Non-controlling interests Total shareholders’ equity At November 30, 2025 $ 13 $ 361 $ 17,253 $ 4,817 $ ( 1,810 ) $ ( 8,364 ) $ 14 $ 12,284 Net income — — — 795 — — 6 801 Other comprehensive income — — — — 69 — — 69 DLC unification share exchange and related costs 1 ( 361 ) ( 2,225 ) — — 2,563 — ( 22 ) Cash dividends ($ 0.30 per share) — — — ( 414 ) — — — ( 414 ) Conversion of Convertible Notes 1 — 617 — — — — 618 Share repurchases — — — — — ( 390 ) — ( 390 ) Issuance of treasury shares for vested share-based awards — — ( 61 ) ( 202 ) — 262 — — Share-based compensation and other 0 0 55 0 — ( 14 ) ( 4 ) 38 At May 31, 2026 $ 15 $ — $ 15,640 $ 4,996 $ ( 1,741 ) $ ( 5,943 ) $ 16 $ 12,984 At November 30, 2024 $ 13 $ 361 $ 17,150 $ 2,101 $ ( 1,975 ) $ ( 8,404 ) $ 6 $ 9,251 Net income — — — 486 — — 7 494 Other comprehensive income — — — — 221 — — 221 Issuance of treasury shares for vested share-based awards — — — ( 44 ) — 44 — — Share-based compensation and other 0 0 47 0 — ( 5 ) ( 2 ) 40 At May 31, 2025 $ 13 $ 361 $ 17,197 $ 2,543 $ ( 1,753 ) $ ( 8,364 ) $ 11 $ 10,007 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Contents CARNIVAL CORPORATION LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 – General Carnival Corporation Ltd. and its consolidated subsidiaries are collectively referred to as “Carnival Corporation,” “our,” “us” and “we” in these consolidated financial statements and elsewhere in this Quarterly Report on Form 10-Q. DLC Unification and Redomiciliation In May 2026, we completed the unification of the dual listed company structure under a single company, Carnival Corporation Ltd., listed solely on the New York Stock Exchange. Carnival plc shareholders received Carnival Corporation Ltd. shares on a one-for-one basis, and the Carnival plc shares and American Depositary Receipts were de-listed from the London Stock Exchange and the New York Stock Exchange (“DLC Unification”). Additionally, we completed the migration of our legal incorporation from Panama to Bermuda (“Redomiciliation”). There have been no material changes to our business, including strategy, underlying assets and operations following the DLC Unification and Redomiciliation. As a result of these transactions, the accompanying Consolidated Statements of Shareholders’ Equity as of May 31, 2026, reflect only the equity of Carnival Corporation Ltd. Basis of Presentation The consolidated financial statements are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such Securities and Exchange Commission rules and regulations. The preparation of our interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed. 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. Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year. Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2025 joint Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on January 27, 2026 (“Form 10-K”). For 2025, we reclassified certain immaterial amounts within the Consolidated Statements of Cash Flows to conform to the current year presentation. These reclassifications did not affect net cash provided by (used in) operating, investing or financing activities. We also reclassified certain immaterial amounts in the Consolidated Statements of Income (Loss), Consolidated Statements of Comprehensive Income (Loss), Consolidated Balance Sheets, Consolidated Statements of Cash Flows and Consolidated Statements of Shareholders’ Equity to separately present amounts attributable to noncontrolling interests primarily associated with our subsidiaries that operate Isla Tropicale and Amber Cove. Property and Equipment 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 extended our ships’ depreciable lives 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 consolidated financial statements and has been applied prospectively beginning December 1, 2025. Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“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 for our fiscal 2026 annual financial statements on a prospective basis with the option to apply retrospectively. We are evaluating the impact this guidance may have on our consolidated financial statements. 7 Table of Contents 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 beginning with our fiscal 2028 annual financial statements and fiscal 2029 interim periods on a prospective or retrospective basis. We are 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 the first quarter of 2027 on a prospective basis. We are evaluating the impact this guidance may have on our consolidated financial statements. In September 2025, the FASB issued guidance, Intangibles - Goodwill and Other - Internal-Use Software - Targeted Improvements to the Accounting for Internal-Use Software . This guidance removes references to software development stages. Entities will be required to start capitalizing software costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable the project will be completed and the software will be used as intended. This guidance is required to be adopted by us in the first quarter of 2029 on a prospective, modified, or retrospective basis. We are evaluating the impact this guidance may have on our consolidated financial statements. In May 2026, the FASB issued guidance, Environmental Credits and Environmental Credit Obligations . This guidance establishes recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. This guidance is required to be adopted by us in the first quarter of 2029 on a retrospective basis. We are evaluating the impact this guidance may have on our consolidated financial statements. NOTE 2 – Revenue and Expense Recognition Guest cruise deposits and advance onboard purchases are initially included in Customer deposits when received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct 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. 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 Commissions, transportation and other expenses at the time of revenue recognition. We had prepaid air and other transportation expenses of $ 210 million as of May 31, 2026 and $ 233 million as of November 30, 2025. 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. 8 Table of Contents Revenues by Country Revenues by country are based on where our guests are sourced and were as follows: Three Months Ended May 31, Six Months Ended May 31, (in millions) 2026 2025 2026 2025 United States $ 3,593 $ 3,475 $ 6,886 $ 6,660 Germany 866 825 1,686 1,508 United Kingdom 790 733 1,568 1,403 Other (a) 1,413 1,295 2,687 2,567 $ 6,663 $ 6,328 $ 12,828 $ 12,139 (a) No other individual country’s revenue exceeded 10% for the three and six months ended May 31, 2026 and 2025. Customer Deposits Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage. We also offer our guests the opportunity to make advance purchases of certain 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 $ 9.0 billion as of May 31, 2026 and $ 7.2 billion as of November 30, 2025. 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. Trade and Other Receivables Although we generally require full payment from our guests 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. 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 $ 481 million as of May 31, 2026 and $ 363 million as of November 30, 2025 . 9 Table of Contents NOTE 3 – Debt (in millions) Maturity Rate (a) May 31, 2026 November 30, 2025 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 Total Secured Subsidiary Guaranteed 3,098 3,098 Unsecured Subsidiary Guaranteed Notes Convertible Notes Dec 2025 (b) 5.75 % — 1,131 Notes May 2029 5.13 % 1,250 1,250 EUR Notes Jan 2030 5.75 % 583 580 Notes Mar 2030 5.75 % 1,000 1,000 Notes Jun 2031 5.88 % 1,000 1,000 EUR Notes Jul 2031 4.13 % 1,166 1,160 Notes Aug 2032 5.75 % 3,000 3,000 Notes Feb 2033 6.13 % 2,000 2,000 Loans Floating rate Aug 2027 - Nov 2027 SOFR + 1.13 - 1.38 % 900 900 Export Credit Facilities Floating rate Dec 2031 SOFR + 1.20 % (c) 411 446 Fixed rate Aug 2027 - Dec 2032 2.42 - 3.38 % 1,790 1,983 EUR floating rate (d) Oct 2026 - Nov 2034 EURIBOR + 0.55 - 0.80 % 1,699 1,839 EUR fixed rate (d) Feb 2031 - Sep 2037 1.05 - 4.00 % 4,875 5,123 Total Unsecured Subsidiary Guaranteed 19,674 21,411 Unsecured (No Subsidiary Guarantee) Notes Notes Jan 2028 6.65 % 200 200 EUR Notes Oct 2029 1.00 % 700 696 Loans EUR floating rate Apr 2029 EURIBOR + 1.95 % 350 348 Export Credit Facilities EUR floating rate (d) Dec 2033 EURIBOR + 0.55 % 588 621 EUR fixed rate (d) Jan 2034 - Apr 2036 1.25 - 1.73 % 962 1,010 Total Unsecured (No Subsidiary Guarantee) 2,799 2,874 Total Debt 25,570 27,383 Less: unamortized debt issuance costs and discounts ( 681 ) ( 744 ) Total Debt, net of unamortized debt issuance costs and discounts 24,889 26,640 Less: Current portion of long-term debt ( 1,471 ) ( 2,603 ) Long-Term Debt $ 23,418 $ 24,037 10 Table of Contents (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 “Convertible Notes” below. (c) Includes applicable credit adjustment spread. (d) As of November 30, 2025, all of our export credit facilities were subject to subsidiary guarantees. As of May 31, 2026, certain of our export credit facilities were no longer subject to subsidiary guarantees. As of May 31, 2026, 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 May 31, 2026, the scheduled maturities of our debt are as follows: (in millions) Year Principal Payments Remainder of 2026 $ 745 2027 2,523 2028 3,967 2029 4,144 2030 2,895 Thereafter 11,295 Total $ 25,570 Revolving Facility As of May 31, 2026 we had $ 4.5 billion available for borrowings under the Revolving Facility. We may borrow or utilize available amounts under the Revolving Facility through June 2030, subject to the satisfaction of the conditions in the facility. Export Credit Facilities As of May 31, 2026, we had $ 10.8 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. As of May 31, 2026, the net book value of our ships subject to negative pledges was $ 19.2 billion. Collateral Pool As of May 31, 2026, the net book value of our ships and ship improvements, excluding ships under construction, was $ 40.3 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 $ 20.6 billion related to ships and certain assets related to those ships as of May 31, 2026) and certain other assets. Convertible Notes In December 2025, we settled $ 1.1 billion principal amount of the 2027 Convertible Notes, resulting in the issuance of 69.1 million shares of Carnival Corporation common stock and a cash payment of $ 500 million. Covenant Compliance As of May 31, 2026, 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 3.0 to 1.0 • 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 11 Table of Contents At May 31, 2026 , 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 4 – Contingencies and Commitments 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. 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. 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. The plaintiffs appealed. On May 21, 2026, the Supreme Court vacated the 11 th Circuit’s ruling and remanded the case to the 11 th Circuit for further proceedings on several remaining appellate issues. We believe the ultimate outcome of this matter will not have a material impact on our consolidated financial statements. As of May 31, 2026, 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 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 appealed the ruling. On April 21, 2026, the appellate court reversed the lower court’s decision, ordering us to pay damages of a non-material amount. We believe the ultimate outcome of these matters will not have a material impact on our consolidated financial statements. In April 2026, six purported class actions were brought in the U.S. District Court for the Southern District of Florida against Carnival Corporation in relation to a data security incident which occurred on April 14, 2026. These actions include claims based on a variety of theories, including negligence, breach of implied contract, invasion of privacy and unjust enrichment, and seek equitable relief and monetary damages. In May 2026, the District Court granted the various plaintiffs’ motion to consolidate the matters. We believe the outcome of this matter 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 costs associated 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. 12 Table of Contents 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. Ship Commitments As of May 31, 2026, our new ship growth capital commitments were $ 0.5 billion for the remainder of 2026 and $ 1.6 billion, $ 1.5 billion, $ 1.8 billion, $ 1.7 billion and $ 11.4 billion for the years ending November 30, 2027, 2028, 2029, 2030 and thereafter. NOTE 5 – Fair Value Measurements 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 May 31, 2026 November 30, 2025 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) $ 21,622 $ — $ 21,182 $ — $ 23,229 $ — $ 24,167 $ — Floating rate debt (a) 3,948 — 3,932 — 4,154 — 4,142 — Total $ 25,570 $ — $ 25,114 $ — $ 27,383 $ — $ 28,308 $ — (a) The debt amounts above do not include the impact of 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. 13 Table of Contents 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 $ 1.8 billion as of May 31, 2026 and $ 1.4 billion as of November 30, 2025 . These cash equivalents are considered Level 1 instruments. Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis Valuation of Goodwill and Trademarks As of May 31, 2026 and November 30, 2025 , goodwill for our North America segment was $ 579 million. Trademarks (in millions) North America Segment Europe Segment Total November 30, 2025 $ 927 $ 249 $ 1,176 Exchange movements — 4 4 May 31, 2026 $ 927 $ 253 $ 1,180 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. When we utilize hedging instruments, the financial impacts generally offset the changes in the underlying exposures being hedged. Operational Currency Risks Our operations primarily utilize U.S. dollar, Euro or Sterling 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. 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. 14 Table of Contents Newbuild Currency Risks Our shipbuilding contracts are typically denominated in euros. At May 31, 2026, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency cruise lines. The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than the functional currency of the cruise line 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 lines 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, 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. NOTE 6 – Segment Information The chief operating decision maker (“CODM”), who is our Chief Executive Officer, 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 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 lines. 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. 15 Table of Contents The below tables include our calculation of adjusted operating income (loss), our significant segment expenses, and a reconciliation of adjusted operating income (loss) to income before income taxes: Three Months Ended May 31, 2026 (in millions) North America Europe Cruise Support Tour and Other Total Total Revenues $ 4,412 $ 2,122 $ 95 $ 34 $ 6,663 Cruise and tour operating expenses: Commissions, transportation and other 507 303 ( 32 ) (d) — Onboard and other 538 138 22 — Payroll and related 380 274 45 — Fuel 390 204 0 — Food 274 114 1 — Other operating (a) 694 302 30 42 Total Cruise and tour operating expenses 2,784 1,334 65 42 4,225 Adjusted selling and administrative expense (b)(c) 493 260 87 5 845 Depreciation and amortization expense 477 203 37 7 723 Adjusted Operating Income (Loss) 658 326 ( 94 ) ( 21 ) 869 Restructuring expenses ( 0 ) Other ( 17 ) Interest income 12 Interest expense, net of capitalized interest ( 285 ) Other income (expense), net ( 23 ) Income Before Income Taxes $ 555 Capital Expenditures $ 535 $ 184 $ 145 $ 11 $ 875 (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 expense for our hotel and transportation operations and all other ship operating expenses. (b) Excludes restructuring expenses. (c) Excludes certain one-time costs and other gains and losses that are not part of our core operating business. (d) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation. 16 Table of Contents Three Months Ended May 31, 2025 (in millions) North America Europe Cruise Support Tour and Other Total Total Revenues $ 4,214 $ 2,011 $ 73 $ 31 $ 6,328 Cruise and tour operating expenses: Commissions, transportation and other 491 310 ( 21 ) (d) — Onboard and other 526 133 13 — Payroll and related 358 246 36 — Fuel 310 157 0 — Food 262 109 0 — Other operating (a)(b) 697 310 17 32 Total Cruise and tour operating expenses 2,644 1,265 46 32 3,987 Adjusted selling and administrative expense (c) 470 248 90 5 814 Depreciation and amortization expense 450 187 50 6 692 Adjusted Operating Income (Loss) 650 311 ( 113 ) ( 12 ) 835 Gains on ship sales and impairments 101 Restructuring expenses ( 2 ) Interest income 12 Interest expense, net of capitalized interest ( 341 ) Debt extinguishment and modification costs ( 4 ) Other income (expense), net ( 16 ) Income Before Income Taxes $ 585 Capital Expenditures $ 505 $ 158 $ 173 $ 14 $ 850 (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. 17 Table of Contents Six Months Ended May 31, 2026 (in millions) North America Europe Cruise Support Tour and Other Total Total Revenues $ 8,431 $ 4,191 $ 172 $ 34 $ 12,828 Cruise and tour operating expenses: Commissions, transportation and other 975 745 ( 70 ) (d) — Onboard and other 1,003 271 42 — Payroll and related 755 542 86 — Fuel 660 331 1 — Food 542 227 2 — Other operating (a) 1,300 640 58 55 Total Cruise and tour operating expenses 5,236 2,756 118 55 8,165 Adjusted selling and administrative expense (b)(c) 1,030 543 170 10 1,753 Depreciation and amortization expense 937 397 71 14 1,419 Adjusted Operating Income (Loss) 1,228 496 ( 187 ) ( 45 ) 1,492 Restructuring expenses ( 0 ) Other ( 34 ) Interest income 24 Interest expense, net of capitalized interest ( 577 ) Other income (expense), net ( 70 ) Income Before Income Taxes $ 835 Capital Expenditures $ 799 $ 356 $ 258 $ 28 $ 1,441 (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 restructuring expenses. (c) Excludes certain one-time costs and other gains and losses that are not part of our core operating business. (d) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation. 18 Table of Contents Six Months Ended May 31, 2025 (in millions) North America Europe Cruise Support Tour and Other Total Total Revenues $ 8,120 $ 3,841 $ 145 $ 33 $ 12,139 Cruise and tour operating expenses: Commissions, transportation and other 948 729 ( 47 ) (d) — Onboard and other 999 246 25 — Payroll and related 717 493 70 — Fuel 629 303 1 — Food 519 206 0 — Other operating (a)(b) 1,268 557 42 47 Total Cruise and tour operating expenses 5,080 2,536 91 47 7,753 Adjusted selling and administrative expense (c) 991 499 163 9 1,661 Depreciation and amortization expense 884 356 95 12 1,346 Adjusted Operating Income (Loss) 1,166 451 ( 204 ) ( 34 ) 1,378 Gains on ship sales and impairments 101 Restructuring expenses ( 2 ) Interest income 18 Interest expense, net of capitalized interest ( 718 ) Debt extinguishment and modification costs ( 255 ) Other income (expense), net ( 4 ) Income Before Income Taxes $ 517 Capital Expenditures $ 796 $ 278 $ 355 $ 30 $ 1,458 (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. Total assets were as follows: (in millions) May 31, 2026 November 30, 2025 North America $ 31,399 $ 31,400 Europe 16,202 16,030 Cruise Support 4,200 3,836 Tour and Other 427 421 $ 52,228 $ 51,687 Substantially all of our long-lived assets consist of our ships and move between geographic areas. 19 Table of Contents NOTE 7 – Earnings Per Share Three Months Ended May 31, Six Months Ended May 31, (in millions, except per share data) 2026 2025 2026 2025 Net income attributable to Carnival Corporation Ltd. $ 537 $ 565 $ 795 $ 486 Interest expense on dilutive Convertible Notes — 18 0 — Net income attributable to Carnival Corporation Ltd. for diluted earnings per share $ 537 $ 582 $ 795 $ 486 Weighted-average shares outstanding 1,382 1,312 1,381 1,310 Dilutive effect of equity awards 5 4 7 6 Dilutive effect of Convertible Notes — 84 2 — Diluted weighted-average shares outstanding 1,388 1,400 1,390 1,316 Basic earnings per share $ 0.39 $ 0.43 $ 0.58 $ 0.37 Diluted earnings per share $ 0.39 $ 0.42 $ 0.57 $ 0.37 Antidilutive shares excluded from diluted earnings per share computations were as follows: Three Months Ended May 31, Six Months Ended May 31, (in millions) 2026 2025 2026 2025 Convertible Notes — — — 84 Total antidilutive shares — — — 84 NOTE 8 – Supplemental Cash Flow Information (in millions) May 31, 2026 November 30, 2025 Cash and cash equivalents (Consolidated Balance Sheets) $ 2,243 $ 1,928 Restricted cash (included in Prepaid expenses and other and Other assets) 17 30 Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) $ 2,260 $ 1,958 20 Table of Contents