Carnival PLC - Half-year Report

RNS Number : 6229O

Carnival PLC

26 June 2025

June 26, 2025

RELEASE OF CARNIVAL CORPORATION & PLC JOINT QUARTERLY REPORT ON FORM 10-Q FOR THE SECOND QUARTER OF 2025 AND CARNIVAL PLC GROUP HALF-YEARLY FINANCIAL REPORT

Carnival Corporation & plc announced its second quarter results of operations in its earnings release issued on June 24, 2025. Carnival Corporation & plc is hereby announcing that today it has filed its joint Quarterly Report on Form 10-Q ("Form 10-Q") with the U.S. Securities and Exchange Commission ("SEC") containing the Carnival Corporation & plc unaudited consolidated financial statements as of and for the three and six months ended May 31, 2025.

In addition, the Directors are today presenting in the attached Schedule A, the unaudited interim condensed financial statements for the Carnival plc Group ("Interim Financial Statements") as of and for the six months ended May 31, 2025. The Interim Financial Statements exclude the consolidated results of Carnival Corporation and are prepared under UK-adopted International Financial Reporting Standards.

Schedule B contains the Carnival Corporation & plc Form 10-Q which includes unaudited consolidated financial statements as of and for the three and six months ended May 31, 2025, and management's discussion and analysis of financial condition and results of operations. The information included in the Form 10-Q (Schedule B) has been prepared in accordance with SEC rules and regulations. The Carnival Corporation & plc unaudited consolidated financial statements contained in the Form 10-Q have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

The Directors consider that within the Carnival Corporation and Carnival plc dual listed company ("DLC") arrangement, the most appropriate presentation of Carnival plc's results and financial position is by reference to the Carnival Corporation & plc U.S. GAAP unaudited consolidated financial statements ("DLC Financial Statements").

These schedules (A & B) are presented together as Carnival plc's Group half-yearly financial report ("Interim Financial Report") in accordance with the requirements of the UK Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

MEDIA CONTACT		INVESTOR RELATIONS CONTACT
Jody Venturoni		Beth Roberts
001 469 797 6380		001 305 406 4832

The Form 10-Q is available for viewing on the SEC website at www.sec.gov under Carnival Corporation or Carnival plc or the Carnival Corporation & plc website at www.carnivalcorp.com or www.carnivalplc.com. A copy of the Form 10-Q and the Interim Financial Statements have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Additional information can be obtained via Carnival Corporation & plc's website listed above or by writing to Carnival plc at Carnival House, 100 Harbour Parade, Southampton, SO15 1ST, United Kingdom.

Carnival Corporation & plc is 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.

Additional information can be found on www.carnivalcorp.com, www.aida.de, www.carnival.com, www.costacruises.com, www.cunard.com, www.hollandamerica.com, www.pocruises.com, www.princess.com and www.seabourn.com.

SCHEDULE A

CARNIVAL PLC

INTERIM CONDENSED GROUP STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in millions, except per share data)

		Six Months Ended May 31,
	Notes	2025	2024
Revenues
Passenger ticket		$3,438	$3,227
Onboard and related		1,159	1,121
	10	4,597	4,347
Operating Expenses
Commissions, transportation and related		785	764
Onboard and related		287	271
Payroll and related		528	521
Fuel		395	458
Food		260	265
Other operating		829	933
Cruise and tour operating expenses		3,085	3,212
Selling and administrative	10	560	539
Depreciation and amortisation	10	390	365
		4,034	4,116
Operating Income		562	232
Nonoperating Income (Expense)
Interest income		5	29
Income (loss) from investments in associates		(3)	(5)
Interest expense		(129)	(168)
Other income (expense), net	3	(273)	29
		(401)	(116)
Income Before Income Taxes		162	116
Income Tax Benefit (Expense), Net		(20)	(1)
Net Income		$142	$115
Earnings Per Share
Basic		$0.75	$0.61
Diluted		$0.75	$0.61

The accompanying notes are an integral part of these Interim Financial Statements. These Interim Financial Statements only present the Carnival plc consolidated IFRS Interim Financial Statements and, accordingly, do not include the consolidated IFRS results of Carnival Corporation.

Within the DLC arrangement the most appropriate presentation of Carnival plc's results and financial position is considered to be by reference to the DLC Financial Statements.

CARNIVAL PLC

INTERIM CONDENSED GROUP STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in millions)

	Six Months Ended May 31,
	2025	2024
Net Income	$142	$115
Other Comprehensive Income
Items that will not be reclassified through the Statements of Income
Remeasurements of post-employment benefit obligations	(1)	(5)
Items that may be reclassified through the Statements of Income
Foreign currency translation	440	(5)
Other Comprehensive Income (Loss)	439	(10)
Total Comprehensive Income	$581	$104

Within the DLC arrangement the most appropriate presentation of Carnival plc's results and financial position is considered to be by reference to the DLC Financial Statements.

CARNIVAL PLC

INTERIM CONDENSED GROUP BALANCE SHEETS

(UNAUDITED)

(in millions)

	Notes	May 31, 2025	November 30, 2024
ASSETS
Current Assets
Cash and cash equivalents		$747	$397
Trade and other receivables, net		263	287
Inventories		199	223
Prepaid expenses and related		264	300
Amount owed from the Carnival Corporation group		-	417
Total current assets		1,473	1,623
Non-Current Assets
Property and equipment, net	4	12,931	11,117
Right-of-use assets, net		295	500
Investments in associates		96	97
Emission allowances		105	69
Other assets	5	264	188
Total non-current assets		13,691	11,971
		$15,163	$13,594

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt		$754	$925
Current portion of lease liabilities		67	131
Accounts payable		441	443
Accrued liabilities and related		652	720
Customer deposits		2,516	2,376
Amount owed to the Carnival Corporation group		794	-
Total current liabilities		5,225	4,595
Non-Current Liabilities
Long-term debt		6,709	6,269
Long-term lease liabilities		246	408
Provisions	9	80	70
Other long-term liabilities		314	249
Total non-current liabilities		7,349	6,996
Shareholders' Equity
Share capital		361	361
Share premium		1,143	1,143
Retained earnings		2,917	2,820
Other reserves		(1,831)	(2,320)
Total shareholders' equity		2,590	2,004
		$15,163	$13,594

Within the DLC arrangement the most appropriate presentation of Carnival plc's results and financial position is considered to be by reference to the DLC Financial Statements.

CARNIVAL PLC

INTERIM CONDENSED GROUP STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in millions)

	Six Months Ended May 31,
	2025	2024
OPERATING ACTIVITIES
Income before income taxes	$162	$116
Adjustments to reconcile income before income taxes to net cash provided by (used in) operating activities
Depreciation and amortisation	390	365
Share-based compensation	6	4
Interest expense, net	126	147
(Income) loss from investments in associates	3	5
Unrealized foreign currency exchange (gain) loss	283	(45)
Gain on sales of ships	(37)	-
Greenhouse gas regulatory expense	22	12
Other	(35)	13
	919	617
Changes in operating assets and liabilities
Receivables	33	48
Inventories	36	43
Purchase of emission allowances	(31)	(13)
Prepaid expenses and other assets	22	11
Accounts payable	(39)	(80)
Accrued liabilities, other and provisions	(93)	(21)
Customer deposits	50	53
Cash provided by (used in) operations before interest, debt issuance costs and income taxes	896	659
Interest received	5	29
Interest paid	(118)	(142)
Debt issuance costs paid	(20)	(53)
Income tax benefit received (paid), net	(7)	(6)
Net cash provided by (used in) operating activities	756	487

INVESTING ACTIVITIES
Purchases of property and equipment	(385)	(839)
Proceeds from sales of ships	92	-
Advances (to) from Carnival Corporation group, net	205	-
Other	-	103
Net cash provided by (used in) investing activities	(87)	(736)

FINANCING ACTIVITIES
Payments (to) from Carnival Corporation group, net	(16)	(1,533)
Principal repayments of long-term debt	(364)	(410)
Proceeds from issuance of long-term debt	112	1,581
Lease liabilities principal payments	(69)	(47)
Net cash provided by (used in) financing activities	(337)	(409)
Effect of exchange rate changes on cash and cash equivalents	18	(2)
Net increase (decrease) in cash and cash equivalents	350	(660)
Cash and cash equivalents at beginning of period	397	1,363
Cash and cash equivalents at end of period	$747	$703

Within the DLC arrangement the most appropriate presentation of Carnival plc's results and financial position is considered to be by reference to the DLC Financial Statements.

CARNIVAL PLC

INTERIM CONDENSED GROUP STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(UNAUDITED)

(in millions)

				Reserves
	Share capital	Share premium	Retained earnings	Translation reserve	Cash flow hedges	Treasury shares	Other reserves	Merger reserve	Total	Total shareholders' (deficit) equity
At November 30, 2023	$361	$1,143	$1,366	$(2,258)	$21	$(1,694)	$128	$1,503	$(2,300)	$569
Comprehensive income (loss)
Net income	-	-	115	-	-	-	-	-	-	115
Foreign currency translation	-	-	-	(5)	-	-	-	-	(5)	(5)
Remeasurements of post-employment benefit obligations	-	-	(5)	-	-	-	-	-	-	(5)
Total comprehensive income (loss)	-	-	110	(5)	-	-	-	-	(5)	104
Issuance of treasury shares for vested share-based awards	-	-	(47)	-	-	47	-	-	47	-
Other, net (a)	-	-	-	-	-	-	3	-	3	4
At May 31, 2024	$361	$1,143	$1,429	$(2,263)	$21	$(1,647)	$131	$1,503	$(2,255)	$677

At November 30, 2024	$361	$1,143	$2,820	$(2,334)	$21	$(1,647)	$137	$1,503	$(2,320)	$2,004
Comprehensive income (loss)
Net income	-	-	142	-	-	-	-	-	-	142
Foreign currency translation	-	-	-	440	-	-	-	-	440	440
Remeasurements of post-employment benefit obligations	-	-	(1)	-	-	-	-	-	-	(1)
Total comprehensive income (loss)	-	-	141	440	-	-	-	-	439	581
Issuance of treasury shares for vested share-based awards	-	-	(44)	-	-	44	-	-	44	-
Other, net (a)	-	-	-	-	-	-	6	-	6	5
At May 31, 2025	$361	$1,143	$2,917	$(1,894)	$21	$(1,603)	$142	$1,503	$(1,831)	$2,590

(a) Includes equity settled share-based payments

Within the DLC arrangement the most appropriate presentation of Carnival plc's results and financial position is considered to be by reference to the DLC Financial Statements.

CARNIVAL PLC

NOTES TO INTERIM CONDENSED GROUP FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - General

Description of Business

Carnival plc was incorporated in England and Wales in 2000 and is domiciled in the UK with its headquarters located at Carnival House, 100 Harbour Parade, Southampton, Hampshire, SO15 1ST, UK (registration number 04039524). Carnival plc and its subsidiaries and associates are referred to collectively in these Interim Financial Statements as the "Group," "our," "us" and "we".

During 2025, we sunset the P&O Cruises (Australia) brand and folded its 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.

The Boards of Directors consider that, within the DLC arrangement, the most appropriate presentation of Carnival plc's results and financial position is by reference to the U.S. generally accepted accounting principles ("U.S. GAAP") DLC Financial Statements because all significant financial and operating decisions affecting the DLC companies are made on a joint basis to optimize the consolidated performance as a single economic entity. Accordingly, the DLC Financial Statements for the three and six months ended May 31, 2025 are provided to shareholders as supplementary information, which are included in Schedule B, but do not form part of these Carnival plc interim financial statements.

Going Concern

The assessment of liquidity, financial condition and capital resources within Schedule B indicates that Carnival Corporation & plc has sufficient liquidity to meet its commitments and obligations for at least 12 months from the date of the report. In light of these circumstances, the Board of Directors of the Group have a reasonable expectation that Carnival Corporation & plc has adequate resources to continue its operational existence and continue to adopt the going concern basis of preparing the Carnival plc Interim Financial Statements.

Basis of Preparation

The Carnival plc Interim financial statements are presented in U.S. dollars unless otherwise noted and are prepared on the historical cost basis. These Interim Financial Statements are required to satisfy reporting requirements of the United Kingdom's Financial Conduct Authority ("FCA") and do not include the consolidated results and financial position of Carnival Corporation and its subsidiaries. These Interim Financial Statements have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the FCA and with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the UK ("IAS 34"). The Interim Financial Statements should be read in conjunction with the audited annual financial statements for the year ended November 30, 2024, which were prepared in accordance with UK-adopted International Financial Reporting Standards ("IFRS").

For 2024, we reclassified $13 million from prepaid expenses and other assets to purchase of emission allowances in the Group Statements of Cash Flows to conform to the current year presentation.

Status of Financial Statements

Our Interim Financial Statements for the six months ended May 31, 2025 have not been audited or reviewed by the auditors.

Our Interim Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006 Act. Statutory accounts for the year ended November 30, 2024 were approved by the Boards of Directors on January 24, 2025 and delivered to the Registrar of Companies. The report of the auditors on those accounts was (i) unqualified, (ii) did not contain a material uncertainty related to going concern and (iii) did not contain any statement under section 498 of the 2006 Act.

Use of Estimates and Risks and Uncertainty

The preparation of our Interim Financial Statements in conformity with IFRS as adopted in the UK requires management to make judgements, estimates and assumptions that affect the application of policies and reported and disclosed amounts in these financial statements. The estimates and underlying assumptions are based on historical experience and various other factors that we believe to be reasonable under the circumstances and form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates used in preparing these Interim Financial Statements.

Significant accounting estimates, assumptions and judgements are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. For a detailed discussion of our significant accounting estimates, assumptions and judgements refer to Note 2 - Material Accounting Policies included in our 2024 Carnival plc Annual Report.

Accounting Pronouncements

The International Accounting Standards Board ("IASB") has issued amendments to the standard, IAS 1, Presentation of Financial Statements - Classification of Liabilities as Current or Non-current, providing a more general approach to the classification of liabilities based on the contractual agreements in place at the reporting date. On December 1, 2024, we adopted this guidance. The adoption of this guidance had no impact on our consolidated financial statements.

The IASB has issued amendments to the standards, IAS 7, Statement of Cash Flows and IFRS 7, Financial Instruments: Disclosures - Supplier Finance Arrangements. These amendments require that an entity disclose information about its supplier finance arrangements that enables users of financial statements to assess the effects of those arrangements on the entity's liabilities and cash flows and the entity's exposure to liquidity risk. On December 1, 2024, we adopted this guidance. The adoption of this guidance had no impact on our consolidated financial statements.

The IASB has issued amendments to the standard, IAS 21, The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability. These amendments specify how to assess whether a currency is exchangeable and how to determine the exchange rate when it is not. These amendments require that an entity disclose information that enables users of its financial statements to evaluate how currencies lacking exchangeability affect, or are expected to affect, the entity's financial performance, financial position and cash flows. These amendments are required to be adopted by us beginning December 1, 2025. The adoption of this guidance will not have an impact on our consolidated financial statements.

The IASB has issued amendments to the standard, IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures - Amendments to the Classification and Measurement of Financial Instruments. These amendments clarify the recognition and derecognition criteria for financial assets and liabilities, and the classification of financial assets with environmental, social and corporate governance and similar features. In addition, the amendments require additional disclosures for financial assets and liabilities with contractual terms that reference a contingent event and equity instruments classified at fair value through other comprehensive income. These amendments are required to be adopted by us beginning December 1, 2026. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

The IASB has issued the following standards and amendments that have not been adopted in the UK:

• Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures - Contracts Referencing Nature-dependent Electricity (effective date January 1, 2026).

• IFRS 18, Presentation and Disclosure in Financial Statements (effective date January 1, 2027).

• IFRS 19, Subsidiaries without Public Accountability: Disclosures (effective date January 1, 2027).

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 related revenues based upon the estimated standalone selling prices of those goods and services. 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 transportation expenses. The proceeds that we collect from the sales of third-party shore excursions are included in onboard and related revenues and the related expenses are included in onboard and related expenses. The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted to them, are included in onboard and related revenues as concession revenues. All of these amounts are recognized on a completed voyage or pro rata basis as discussed above.

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

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 which are included within trade and other receivables. These receivables represent contractual cash flows, and are measured at amortized cost and are less of allowances for expected credit losses. We apply the simplified approach and record lifetime expected credit losses for trade receivables. 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 reserve fund in cash.

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 related and subsequently recognize these amounts as commissions, transportation and related 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 $79 million and $82 million as of May 31, 2025 and November 30, 2024.

NOTE 3 - Other Income and Expense

	Six Months Ended May 31,
(in millions)	2025	2024
Realized and unrealized foreign currency exchange gains (losses), net	$(273)	$29
Other	-	(1)
Other income (expense), net	$(273)	$29

NOTE 4 - Property and Equipment

(in millions)
At November 30, 2024	$11,117
Additions	1,743
Disposals	(445)
Depreciation	(327)
Exchange movements	843
At May 31, 2025	$12,931

We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment. During the six months ended May 31, 2025, we did not identify any triggers indicating possible impairment and therefore, did not record any impairments.

Ship Sales

During the six months ended May 31, 2025, we completed the sale of one Europe segment ship which represents a passenger-capacity reduction of 2,700 berths. We will continue to operate the ship under a bareboat charter agreement through September 2026.

Refer to Note 11 - "Related Party Transactions" for details on ship sales to the Carnival Corporation group.

NOTE 5 - Other Assets

(in millions)	May 31, 2025	November 30, 2024
VAT receivables	$73	$57
Debt issuance costs (a)	43	25
Post-employment benefits	8	9
Other long-term assets and other receivables	140	97
	$264	$188

(a) Debt issuance costs are for undrawn facilities.

NOTE 6 - Customer Deposits

We had total customer deposits of $2.7 billion and $2.5 billion as of May 31, 2025 and November 30, 2024. During the six months ended May 31, 2025 and 2024, we recognized revenues of $2.0 billion and $1.8 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.

NOTE 7 - Debt and Interest Expense

Export Credit Facility Borrowings

Our export credit facilities are due in semi-annual installments through 2036. As of May 31, 2025, we had $2.6 billion of undrawn export credit facilities to fund ship deliveries planned through 2028 ($2.4 billion as of November 30, 2024). As of May 31, 2025, the net book value of the Carnival plc vessels subject to negative pledges was $5.7 billion ($4.0 billion as of November 30, 2024).

Revolving Facility

As of May 31, 2025, Carnival Holdings (Bermuda) II Ltd ("Carnival Holdings II"), a subsidiary of Carnival Corporation, had $3.0 billion available for borrowing under Carnival Corporation & plc's Revolving Facility.

New Revolving Facility

In June 2025, Carnival Corporation and Carnival plc entered into a $4.5 billion unsecured multi-currency revolving credit facility ("New Revolving Facility"). The New Revolving Facility replaced the Revolving Facility of Carnival Holdings II. The New Revolving Facility matures in June 2030 and contains an accordion feature, allowing for up to $1.0 billion of additional revolving commitments. Carnival Corporation & plc may borrow or utilize available amounts under its New Revolving Facility through June 2030, subject to the satisfaction of the conditions in the facility.

Borrowings under the New Revolving Facility will bear interest at a rate of term SOFR, EURIBOR, or daily compounding SONIA, as applicable, plus a margin based on the long-term credit ratings of Carnival Corporation. In addition, Carnival Corporation & plc is required to pay certain fees on the aggregate commitments under its New Revolving Facility.

Covenant Compliance

As of May 31, 2025, Carnival Corporation & plc's Revolving Facility, unsecured loan and export credit facilities contain certain covenants listed below:

• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) as follows:

◦ For its export credit facilities and its Revolving Facility, at a ratio of not less than 2.0 to 1.0 for the May 31, 2025 testing date, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates

◦ For its unsecured loan, at a ratio of not less than 2.0 to 1.0 for the May 31, 2025 testing date through the maturity date

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

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

• Maintain minimum liquidity of $1.5 billion

• Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating if we reach an the Company investment grade credit rating in accordance with the agreement governing the Revolving Facility)

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

At May 31, 2025, Carnival Corporation & plc was in compliance with the applicable covenants under its 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 its outstanding debt and derivative contract payables could become due, and its debt and derivative contracts 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.

Modifications

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

NOTE 8 - Ship Commitments

At May 31, 2025, our new ship growth capital commitments were $34 million for the remainder of 2025 and nil, $152 million, $85 million, $169 million and $2.9 billion for the years ending November 30, 2026, 2027, 2028, 2029 and thereafter.

NOTE 9 - Contingencies

Provisions

The Group's provisions include estimated liabilities for crew, guest and other third-party claims. 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.

The changes in our provisions were as follows:

(in millions)	Claims Reserves
November 30, 2024	$101
Additional provisions	10
Paid losses	(10)
Reversals	(3)
Exchange movements	6
May 31, 2025	$104

(in millions)	May 31, 2025	November 30, 2024
Provisions
Current	$25	$32
Non-current	80	70
	$104	$101

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 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 of May 31, 2025, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed. These actions include claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships. 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 these incidents did not have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future attacks, incidents or litigation that could have such a material adverse effect.

On March 14, 2022, the U.S. Department of Justice and the U.S. Environmental Protection Agency notified Carnival Corporation & plc 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. Carnival Corporation & plc is working with these agencies to reach a resolution of this matter. Carnival Corporation & plc believes the ultimate outcome will not have a material impact on its consolidated financial statements.

Under the European Union Treaty certain economic benefits that are provided under Italian law are subject to approval on a periodic basis by the European Commission. In May 2025, the European Commission announced it had approved these benefits through December 31, 2033. The full text of the decision is yet to be made public. One of our subsidiaries continues to receive and recognize these benefits. We will assess the details of the decision once made public. If the European Commission denied a portion of the benefits we recognized, the Italian Government may be required to retroactively disallow them and seek reimbursement from us, which would result in a reversal of their recognition. We do not expect the outcome to have a material impact on our consolidated financial statements.

The Directors assessed the likelihood the European Commission would continue to approve these benefits. Based on their judgements, the Directors considered it was appropriate to recognize such benefits in 2024. Refer to Note 1 - "General, Use of Estimates and Risks and Uncertainty" for additional discussion.

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.

Financial Guarantee Contracts

NOTE 10 - Segment Information

As previously discussed, within the DLC arrangement the most appropriate presentation of Carnival plc's results and financial position is by reference to the DLC Financial Statements. The chief operating decision maker, who is the Chief Executive Officer of Carnival Corporation and Carnival plc, assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the U.S. GAAP results across all of the 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. Carnival Corporation & plc has four reportable segments comprised of (1) North America cruise operations ("North America"), (2) Europe cruise operations ("Europe"), (3) Cruise Support and (4) Tour and Other.

The Cruise Support segment includes Carnival Corporation & plc's portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of its cruise brands. The Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations.

	Six Months Ended May 31,
(in millions)	Revenues	Operating expenses	Selling and administrative	Depreciation and amortisation	Operating income (loss)
2025
North America (a)	$8,120	$5,036	$993	$884	$1,207
Europe	3,841	2,478	499	356	508
Cruise Support	145	91	163	95	(204)
Tour and Other	33	47	9	12	(34)
Carnival Corporation & plc - U.S. GAAP	12,139	7,653	1,663	1,346	1,477
Carnival Corporation - U.S. GAAP (b)	(7,542)	(4,499)	(1,098)	(989)	(957)
Carnival plc - U.S. GAAP vs IFRS differences (c)	-	(69)	(6)	32	43
Carnival plc - IFRS	$4,597	$3,085	$560	$390	$562
2024
North America (a)	$7,558	$4,982	$966	$813	$797
Europe	3,466	2,386	464	328	288
Cruise Support	122	75	162	94	(210)
Tour and Other	41	59	10	12	(40)
Carnival Corporation & plc - U.S. GAAP	11,187	7,502	1,603	1,247	836
Carnival Corporation - U.S. GAAP (b)	(6,840)	(4,203)	(1,059)	(917)	(661)
Carnival plc - U.S. GAAP vs IFRS differences (c)	-	(87)	(5)	36	57
Carnival plc - IFRS	$4,347	$3,212	$539	$365	$232

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

(b) Carnival Corporation consists primarily of cruise brands that do not form part of the Group; however, these brands are included in Carnival Corporation & plc and thus represent reconciling items.

(c) The U.S. GAAP vs IFRS accounting differences primarily relate to differences in the carrying value of ships and resulting depreciation expense and lease accounting.

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

	Six Months Ended,
(in millions)	May 31, 2025	May 31, 2024
Europe	$3,248	$2,915
North America	279	284
Australia	596	672
Other	474	477
	$4,597	$4,347

NOTE 11 - Related Party Transactions

During the six months ended May 31, 2025, we sold two ships, with a total passenger-capacity of 5,240 berths, to Carnival Corporation for a total of $375 million. These ships were subsequently leased back to Carnival plc. During the six months ended May 31, 2024, we sold one ship with a passenger-capacity of 4,240 berths to Carnival Corporation for $699 million. The amounts owed from the Carnival Corporation group in connection with these non-cash transactions reduced the payable owed by Carnival plc to the Carnival Corporation group.

During the six months ended May 31, 2025, we completed the purchase of two ships, with a total passenger-capacity of 8,850 berths from Carnival Holdings (Bermuda) Limited, a subsidiary of Carnival Corporation. The amounts owed to the Carnival Corporation group in connection with these non-cash transactions increased the payable owed by Carnival plc to the Carnival Corporation group.

During the six months ended May 31, 2025 and 2024, the Group had lease-related expenses of $75 million and $78 million, in respect of ships leased from Carnival Holdings (Bermuda) Limited and Carnival Holdings (Bermuda) II Limited.

During the six months ended May 31, 2025 and 2024, Holland America Line and Princess Cruises purchased land tours from us totaling $19 million. In addition, during the six months ended May 31, 2025 and 2024 we sold pre- and post-cruise vacations, shore excursions and transportation services to the Carnival Corporation group.

During 2025, the Group had ship charter and management agreements with Princess Cruises and Carnival Cruise Line for ships operating in Australia and Asia. The total charter and management expenses, relating to these agreements were $222 million and $293 million for the six months ended May 31, 2025 and 2024.

Carnival Corporation and its subsidiary, Carnival Investments Limited owned 42.9 million, or 19.7% at May 31, 2025 and November 30, 2024 of Carnival plc's ordinary shares, which are non-voting while they are owned by Carnival Corporation and its subsidiary.

Within the DLC arrangement, there are instances where the Group provides services to Carnival Corporation and also where Carnival Corporation provides services to the Group.

NOTE 12 - Seasonality

Our passenger ticket revenues are seasonal. Demand for cruises has been greatest during our third quarter, which includes the Northern Hemisphere summer months. This higher demand during the third quarter results in higher ticket prices and occupancy levels and, accordingly, the largest share of our operating income is typically earned during this period. Our results are also impacted by ships being taken out-of-service for planned maintenance, which we schedule during non-peak seasons. In addition, substantially all of Holland America Princess Alaska Tours' revenue and operating income is generated from May through September in conjunction with Alaska's cruise season.

NOTE 13 - Fair Value Measurements and Derivative Instruments, Hedging Activities and Financial Risks

Fair Value Measurements

Classes and Categories of Financial Instruments

The Group has the following classes of financial assets: cash and cash equivalents, trade receivables, amount owed from the Carnival Corporation group and other long-term receivables. The Group has the following classes of financial liabilities: debt, lease liabilities, amount owed to the Carnival Corporation group, trade payables and accruals. For the carrying amounts refer to respective notes.

Substantially all financial assets and liabilities are carried at amortized cost, except for investments in money market funds which are presented at fair value. The fair values of our financial assets and financial liabilities approximate their book values with exception of debt as described below.

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.

All of the financial assets and liabilities measured at fair value are classified as level 2 using the fair value hierarchy, except for money market funds, which are classified as level 1.

Financial Instruments that are not Measured at Fair Value

	May 31, 2025		November 30, 2024
(in millions)	Carrying Value	Fair Value	Carrying Value	Fair Value
Liabilities
Fixed rate debt (a)	$5,558	$5,115	$5,440	$4,984
Floating rate debt (a)	2,265	2,199	2,108	2,029
Total	7,823	7,314	7,548	7,013
Less: unamortized debt issuance costs and discounts	(361)		(355)
Total Debt, net of unamortized debt issuance costs and discounts	$7,463		$7,194

(a) The debt amounts above are categorized as Level 2. The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active. The fair values of our other debt were estimated based on current market interest rates being applied to this debt.

NOTE 14 - Principal Risks and Uncertainties

The principal risks and uncertainties affecting our business activities are included in Item 4. Risk Management and/or Mitigation of Principal and Emerging Risks within our 2024 Annual Report. There have been no changes to our identified principal or emerging risks since the issuance of our 2024 Annual Report. Our principal risks and uncertainties are summarized below. The ordering and lettering of our risks is not intended to reflect any Company indication of priority or likelihood.

Operational Risk Factors

a. Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts on our financial condition and operations.

b. Incidents concerning our ships, guests or the cruise industry may negatively impact the satisfaction of our guests and crew and lead to reputational damage.

c. Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and lead to litigation, enforcement actions, fines, penalties and reputational damage.

d. Factors associated with climate change, including evolving and increasing regulations, increasing concerns about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could have a material impact on our business.

e. Inability to meet or achieve our targets, goals, aspirations, initiatives, and our public statements and disclosures regarding them, including those related to sustainability matters, may expose us to risks that may adversely impact our business.

f. Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology have adversely impacted and may in the future materially adversely impact our business operations, the satisfaction of our guests and crew and may lead to fines, penalties and reputational damage.

g. The loss of key team members, our inability to recruit or retain qualified shoreside and shipboard team members and increased labor costs could have an adverse effect on our business and results of operations.

h. Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs.

i. We rely on suppliers who are integral to the operations of our businesses. These suppliers and service providers may be unable to deliver on their commitments, which could negatively impact our business.

j. Fluctuations in foreign currency exchange rates may adversely impact our financial results.

k. Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our cruise sales, pricing and destination options.

l. Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests.

Financial Risk Factors

a. We require a significant amount of cash to service our debt and sustain our operations. Our ability to generate cash depends on many factors, including those beyond our control, and we may not be able to generate cash required to service our debt and sustain our operations.

b. Our substantial debt could adversely affect our financial health and operating flexibility.

NOTE 15 - Responsibility Statement

The Directors confirm that to the best of their knowledge the Interim Financial Statements included as Schedule A to this release have been prepared in accordance with IAS 34 as adopted by the UK, and that the half-yearly financial report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R of the Disclosure Guidance and Transparency Rules of the FCA.

The Directors of Carnival plc are listed in the Carnival plc Annual Report for the year ended November 30, 2024, with the exception of the following change in the period: Sara Mathew stepped down in April 2025. No new Directors have been appointed during the six months ended May 31, 2025. A list of current Directors is maintained and is available for inspection on the Group's website at www.carnivalplc.com.

By order of the Board

/s/ Micky Arison		/s/ Josh Weinstein
Micky Arison		Josh Weinstein
Chair of the Board of Directors		Chief Executive Officer and Director
June 26, 2025		June 26, 2025

SCHEDULE B

Item 1. Financial Statements.

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in millions, except per share data)

	Three Months Ended May 31,		Six Months Ended May 31,
	2025	2024	2025	2024
Revenues
Passenger ticket	$4,104	$3,754	$7,936	$7,370
Onboard and other	2,224	2,027	4,202	3,817
	6,328	5,781	12,139	11,187
Operating Expenses
Commissions, transportation and other	780	732	1,631	1,552
Onboard and other	671	628	1,271	1,178
Payroll and related	640	614	1,280	1,237
Fuel	468	525	933	1,030
Food	372	360	726	706
Other operating	955	938	1,813	1,800
Cruise and tour operating expenses	3,886	3,798	7,653	7,502
Selling and administrative	816	789	1,663	1,603
Depreciation and amortization	692	634	1,346	1,247
	5,394	5,221	10,662	10,352
Operating Income	934	560	1,477	836
Nonoperating Income (Expense)
Interest income	12	25	18	58
Interest expense, net of capitalized interest	(341)	(450)	(718)	(921)
Debt extinguishment and modification costs	(4)	(33)	(255)	(66)
Other income (expense), net	(20)	(7)	(12)	(25)
	(353)	(464)	(967)	(953)
Income (Loss) Before Income Taxes	582	96	510	(118)
Income Tax Expense, Net	(17)	(5)	(24)	(5)
Net Income (Loss)	$565	$92	$486	$(123)
Earnings Per Share
Basic	$0.43	$0.07	$0.37	$(0.10)
Diluted	$0.42	$0.07	$0.37	$(0.10)

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

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in millions)

	Three Months Ended May 31,		Six Months Ended May 31,
	2025	2024	2025	2024
Net Income (Loss)	$565	$92	$486	$(123)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment	227	7	215	7
Other	6	11	6	12
Other Comprehensive Income (Loss)	233	18	221	19
Total Comprehensive Income (Loss)	$798	$110	$708	$(104)

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

CARNIVAL CORPORATION & PLC

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions, except par values)

	May 31, 2025	November 30, 2024
ASSETS
Current Assets
Cash and cash equivalents	$2,146	$1,210
Trade and other receivables, net	569	590
Inventories	476	507
Prepaid expenses and other	1,158	1,070
Total current assets	4,349	3,378
Property and Equipment, Net	42,751	41,795
Operating Lease Right-of-Use Assets, Net	1,365	1,368
Goodwill	579	579
Other Intangibles	1,178	1,163
Other Assets	943	775
	$51,165	$49,057
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt	$1,392	$1,538
Current portion of operating lease liabilities	177	163
Accounts payable	1,198	1,133
Accrued liabilities and other	2,072	2,358
Customer deposits	8,082	6,425
Total current liabilities	12,920	11,617
Long-Term Debt	25,862	25,936
Long-Term Operating Lease Liabilities	1,217	1,239
Other Long-Term Liabilities	1,159	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	17,208	17,155
Retained earnings	2,543	2,101
Accumulated other comprehensive income (loss) ("AOCI")	(1,753)	(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	10,007	9,251
	$51,165	$49,057

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

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in millions)

	Six Months Ended May 31,
	2025	2024
OPERATING ACTIVITIES
Net income (loss)	$486	$(123)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	1,346	1,247
Loss on debt extinguishment	253	63
(Income) loss from equity-method investments	3	7
Share-based compensation	45	30
Amortization of discounts and debt issue costs	60	72
Non-cash lease expense	77	67
Gain on sales of ships	(103)	-
Greenhouse gas regulatory expense	29	15
Other	72	39
	2,268	1,417
Changes in operating assets and liabilities
Receivables	22	38
Inventories	33	14
Prepaid expenses and other assets	(209)	449
Accounts payable	(10)	(52)
Accrued liabilities and other	(382)	(30)
Customer deposits	1,596	1,971
Net cash provided by (used in) operating activities	3,317	3,807
INVESTING ACTIVITIES
Purchases of property and equipment	(1,458)	(3,457)
Proceeds from sales of ships and other	312	-
Other	(45)	72
Net cash provided by (used in) investing activities	(1,191)	(3,384)
FINANCING ACTIVITIES
Principal repayments of long-term debt	(5,064)	(4,072)
Debt issuance costs	(41)	(117)
Debt extinguishment costs	(197)	(41)
Proceeds from issuance of long-term debt	4,082	3,048
Other	10	(1)
Net cash provided by (used in) financing activities	(1,211)	(1,183)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	24	(6)
Net increase (decrease) in cash, cash equivalents and restricted cash	940	(767)
Cash, cash equivalents and restricted cash at beginning of period	1,231	2,436
Cash, cash equivalents and restricted cash at end of period	$2,171	$1,669

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

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(UNAUDITED)

(in millions)

	Three Months Ended
	Common stock	Ordinary shares	Additional paid-in capital	Retained earnings (accumulated deficit)	AOCI	Treasury stock	Total shareholders' equity
At February 28, 2025	$13	$361	$17,180	$1,991	$(1,986)	$(8,376)	$9,182
Net income (loss)	-	-	-	565	-	-	565
Other comprehensive income (loss)	-	-	-	-	233	-	233
Issuance of treasury shares for vested share-based awards	-	-	-	(12)	-	12	-
Share-based compensation and other	-	-	28	-	-	(1)	27
At May 31, 2025	$13	$361	$17,208	$2,543	$(1,753)	$(8,364)	$10,007

At February 29, 2024	$13	$361	$16,679	$(29)	$(1,938)	$(8,404)	$6,682
Net income (loss)	-	-	-	92	-	-	92
Other comprehensive income (loss)	-	-	-	-	18	-	18
Share-based compensation and other	-	-	22	-	-	-	22
At May 31, 2024	$13	$361	$16,701	$62	$(1,919)	$(8,404)	$6,814

	Six Months Ended
	Common stock	Ordinary shares	Additional paid-in capital	Retained earnings	AOCI	Treasury stock	Total shareholders' equity
At November 30, 2024	$13	$361	$17,155	$2,101	$(1,975)	$(8,404)	$9,251
Net income (loss)	-	-	-	486	-	-	486
Other comprehensive income (loss)	-	-	-	-	221	-	221
Issuance of treasury shares for vested share-based awards	-	-	-	(44)	-	44	-
Share-based compensation and other	-	-	52	-	-	(5)	48
At May 31, 2025	$13	$361	$17,208	$2,543	$(1,753)	$(8,364)	$10,007

At November 30, 2023	$12	$361	$16,712	$185	$(1,939)	$(8,449)	$6,882
Net income (loss)	-	-	-	(123)	-	-	(123)
Other comprehensive income (loss)	-	-	-	-	19	-	19
Issuance of treasury shares for vested share-based awards	-	-	(47)	-	-	47	-
Share-based compensation and other	-	-	36	-	-	(2)	35
At May 31, 2024	$13	$361	$16,701	$62	$(1,919)	$(8,404)	$6,814

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

CARNIVAL CORPORATION & PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - General

The consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries. Together with their consolidated subsidiaries, they are referred to collectively in these consolidated financial statements and elsewhere in this joint Quarterly Report on Form 10-Q as "Carnival Corporation & plc," "our," "us" and "we."

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 accounting principles generally accepted in the United States of America 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 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 2024 joint Annual Report on Form 10-K ("Form 10-K") filed with the U.S. Securities and Exchange Commission ("SEC") on January 27, 2025.

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

Brand Realignment

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

Accounting Pronouncements

In November 2023, the FASB issued guidance, Segment Reporting - Improvements to Reportable Segment Disclosures. This guidance requires annual and interim disclosure of significant segment expenses that are provided to the chief operating decision maker ("CODM") as well as interim disclosures for all reportable segments' 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. This guidance is effective for us for annual periods beginning in 2025 and interim periods beginning in 2026. While this guidance will not have an effect on our Consolidated Statements of Income (Loss) or Consolidated Balance Sheets, it will affect certain segment reporting disclosures.

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 will have on our consolidated financial statements.

In November 2024, the FASB issued guidance, Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments. This guidance clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments. This guidance is required to be adopted by us in 2027. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In November 2024, the FASB issued guidance, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures - Disaggregation of Income Statement Expenses. This guidance requires annual and interim disclosure of disaggregated information for certain costs and expenses. This guidance is required to be adopted by us in 2028. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

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 cruise passenger ticket revenues when such vouchers are utilized. Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of cancellation.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related expenses of these services are included in prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in transportation expenses at the time of revenue recognition. The cost of prepaid air and other transportation expenses at May 31, 2025 and November 30, 2024 were $228 million and $219 million. The 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 voyage. Cash received from guests in advance of the cruise is recorded in customer deposits and in other long-term liabilities on our Consolidated Balance Sheets. These amounts include refundable deposits. We had total customer deposits of $8.5 billion as of May 31, 2025 and $6.8 billion as of November 30, 2024. During the six months ended May 31, 2025 and 2024, we recognized revenues of $5.1 billion and $4.7 billion related to our customer deposits as of November 30, 2024 and 2023. 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

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

NOTE 3 - Debt

			May 31,	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	Aug 2027 - Oct 2028	SOFR + 2.00% (b)	2,449	2,449
Total Secured Subsidiary Guaranteed			5,547	5,547
Senior Priority Subsidiary Guaranteed
Notes (c)	May 2028	10.38%	-	2,030
Unsecured Subsidiary Guaranteed
Notes
Notes (d)	Mar 2026	7.63%	-	1,351
Notes	Mar 2027	5.75%	2,722	2,722
Convertible Notes	Dec 2027	5.75%	1,131	1,131
Notes	May 2029	6.00%	2,000	2,000
EUR Notes	Jan 2030	5.75%	569	528
Notes	Mar 2030	5.75%	1,000	-
Notes (e)	Jun 2030	10.50%	-	1,000
Notes	Jun 2031	5.88%	1,000	-
Notes	Feb 2033	6.13%	2,000	-
Loans
EUR floating rate (f)	Apr 2025	EURIBOR + 3.25%	-	211
Export Credit Facilities
Floating rate	Dec 2031	SOFR + 1.20% (g)	480	514
Fixed rate	Aug 2027 - Dec 2032	2.42 - 3.38%	2,176	2,370
EUR floating rate	Oct 2026 - Nov 2034	EURIBOR + 0.55 - 0.80%	2,596	2,590
EUR fixed rate	Feb 2031 - Sep 2037	1.05 - 4.00%	5,523	5,386
Total Unsecured Subsidiary Guaranteed			21,197	19,803
Unsecured (No Subsidiary Guarantee)
Notes
Notes	Jan 2028	6.65%	200	200
EUR Notes	Oct 2029	1.00%	682	633
Loans
EUR floating rate (f)	Apr 2029	EURIBOR + 1.95%	341	-
Total Unsecured (No Subsidiary Guarantee)			1,223	833
Total Debt			27,967	28,213
Less: unamortized debt issuance costs and discounts			(713)	(738)
Total Debt, net of unamortized debt issuance costs and discounts			27,254	27,475
Less: current portion of long-term debt			(1,392)	(1,538)
Long-Term Debt			$25,862	$25,936

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

(b) As part of the repricing of our senior secured term loans, we amended the loans' margin from 2.75% to 2.00%. See "Repricing of Senior Secured Term Loans" below.

(d) See "2031 Senior Unsecured Notes" below.

(e) See "2030 Senior Unsecured Notes" below.

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

(g) Includes applicable credit adjustment spread.

As of May 31, 2025, Carnival Corporation and/or Carnival plc was the primary obligor of all our outstanding debt excluding the following:

• $3.0 billion under an undrawn $1.9 billion, €0.9 billion and £0.1 billion multi-currency revolving credit facility ("Revolving Facility") of Carnival Holdings (Bermuda) II Limited ("Carnival Holdings II"), a subsidiary of Carnival Corporation

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

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

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

• The Revolving Facility of Carnival Holdings II, which does not guarantee our other outstanding debt

• The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt

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

(in millions)
Year		Principal Payments
Remainder of 2025		$692
2026		1,400
2027		4,958
2028		6,758
2029		4,780
Thereafter		9,378
Total		$27,967

Revolving Facility

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

New Revolving Facility

In June 2025, Carnival Corporation and Carnival plc entered into a $4.5 billion unsecured multi-currency revolving credit facility ("New Revolving Facility"). The New Revolving Facility replaced the Revolving Facility of Carnival Holdings II. The New Revolving Facility matures in June 2030 and contains an accordion feature, allowing for up to $1.0 billion of additional revolving commitments. We may borrow or utilize available amounts under the New Revolving Facility through June 2030, subject to the satisfaction of the conditions in the facility.

Borrowings under the New Revolving Facility will bear interest at a rate of term SOFR, EURIBOR, or daily compounding SONIA, as applicable, plus a margin based on the long-term credit ratings of Carnival Corporation. In addition, we are required to pay certain fees on the aggregate commitments under the New Revolving Facility.

Repricing of Senior Secured Term Loans

In January 2025, we entered into amendments with the lender syndicate to reprice the outstanding principal amounts of our first-priority senior secured term loan facility maturing in 2027 and our first-priority senior secured term loan facility maturing in 2028 ("Repriced Loans"), which are included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above. The Repriced Loans bear interest at a rate per annum equal to SOFR with a 0.75% floor, plus a margin equal to 2.00%.

2030 Senior Unsecured Notes

In February 2025, we issued $1.0 billion aggregate principal amount of 5.75% senior unsecured notes due 2030. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 10.50% senior unsecured notes due 2030.

2033 Senior Unsecured Notes

In February 2025, we issued $2.0 billion aggregate principal amount of 6.13% senior unsecured notes due 2033. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 10.38% senior priority notes due 2028.

2031 Senior Unsecured Notes

In May 2025, we issued $1.0 billion aggregate principal amount of 5.88% senior unsecured notes due 2031. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 7.63% senior unsecured notes due 2026.

Debt Extinguishment and Modification Costs

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

Export Credit Facility Borrowings

Our export credit facilities are due in semi-annual installments through 2037. As of May 31, 2025, we had $8.4 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. As of May 31, 2025, the net book value of our ships subject to negative pledges pursuant to export credit facilities was $18.7 billion.

Collateral and Priority Pool

As of May 31, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $39.8 billion. Our secured debt is secured on a first-priority basis by certain collateral, which includes ships and certain assets related to those ships and material intellectual property (combined net book value of approximately $22.7 billion, including $21.1 billion related to ships and certain assets related to those ships) as of May 31, 2025 and certain other assets.

As of May 31, 2025, $2.8 billion in net book value of our ship and ship improvements relate to the priority pool ships included in the priority pool of three unencumbered ships (the "Revolving Facility Subject Ships") for our Revolving Facility. As of May 31, 2025, there was no change in the identity of the Revolving Facility Subject Ships.

Covenant Compliance

As of May 31, 2025, our Revolving Facility, unsecured loan and export credit facilities contain certain covenants listed below:

• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) as follows:

◦ For our export credit facilities and our Revolving Facility, at a ratio of not less than 2.0 to 1.0 for the May 31, 2025 testing date, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates

◦ For our unsecured loan, at a ratio of not less than 2.0 to 1.0 for the May 31, 2025 testing date through the maturity date

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

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

• Maintain minimum liquidity of $1.5 billion

• Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating if we reach an investment grade credit rating in accordance with the agreement governing the Revolving Facility)

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

At May 31, 2025, we were in compliance with the applicable covenants under our debt agreements. Generally, if an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-acceleration clauses therein, substantially all of our outstanding debt and derivative contract payables could become due, and our debt and derivative contracts could be terminated. 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 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.

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. Following resolution of that petition, the case will be remanded to the District Court for further proceedings. We believe the ultimate outcome of this matter will not have a material impact on our consolidated financial statements.

Regulatory or Governmental Inquiries and Investigations

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

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.

Ship Commitments

As of May 31, 2025, our new ship growth capital commitments were $0.9 billion for the remainder of 2025 and $0.5 billion, $1.6 billion, $1.4 billion, $1.8 billion and $6.3 billion for the years ending November 30, 2026, 2027, 2028, 2029 and thereafter.

NOTE 5 - Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks

Fair Value Measurements

• 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.

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

	May 31, 2025				November 30, 2024
	Carrying Value	Fair Value			Carrying Value	Fair Value
(in millions)	Carrying Value	Level 1	Level 2	Level 3	Carrying Value	Level 1	Level 2	Level 3
Liabilities
Fixed rate debt (a)	$22,101	$-	$22,526	$-	$22,449	$-	$23,241	$-
Floating rate debt (a)	5,866	-	5,783	-	5,764	-	5,685	-
Total	$27,967	$-	$28,309	$-	$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

	May 31, 2025			November 30, 2024
(in millions)	Level 1	Level 2	Level 3	Level 1	Level 2	Level 3
Assets
Cash equivalents (a)	$1,648	$-	$-	$404	$-	$-
Derivative financial instruments	-	-	-	-	2	-
Total	$1,648	$-	$-	$404	$2	$-
Liabilities
Derivative financial instruments	$-	$5	$-	$-	$4	$-
Total	$-	$5	$-	$-	$4	$-

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

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

Valuation of Goodwill and Trademarks

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

	Trademarks
(in millions)	North America Segment	Europe Segment	Total
November 30, 2024	$927	$234	$1,161
Exchange movements	-	16	16
May 31, 2025	$927	$250	$1,177

Derivative Instruments and Hedging Activities

(in millions)	Balance Sheet Location	May 31, 2025	November 30, 2024
Derivative assets
Derivatives designated as hedging instruments
Interest rate swaps (a)	Prepaid expenses and other	$-	$2
Total derivative assets		$-	$2
Derivative liabilities
Derivatives designated as hedging instruments
Interest rate swaps (a)	Other long-term liabilities	$5	$4
Total derivative liabilities		$5	$4

(a) We have interest rate swaps whereby we receive floating interest rate payments in exchange for making fixed interest rate payments. These interest rate swap agreements effectively changed $1.0 billion at May 31, 2025 and November 30, 2024 of SOFR-based variable rate debt to fixed rate debt. As of May 31, 2025 and November 30, 2024, the SOFR-based interest rate swaps settle through 2027 and were designated as cash flow hedges. At November 30, 2024, we had a EURIBOR-based interest rate swap that was not designated as a cash flow hedge and effectively changed $11 million of EURIBOR-based floating rate euro debt to fixed rate euro debt. The EURIBOR-based interest rate swap matured in March 2025.

Our derivative contracts include rights of offset with our counterparties. As of May 31, 2025 and November 30, 2024, we did not have any counterparties with multiple derivative contracts.

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

	Three Months Ended May 31,		Six Months Ended May 31,
(in millions)	2025	2024	2025	2024
Gains (losses) recognized in AOCI:
Interest rate swaps - cash flow hedges	$-	$20	$(1)	$33
(Gains) losses reclassified from AOCI - cash flow hedges:
Interest rate swaps - Interest expense, net of capitalized interest	$2	$(8)	$4	$(20)
Foreign currency zero cost collars - Depreciation and amortization	$4	$-	$3	$1
Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing - net investment hedges)
Cross currency swaps - Interest expense, net of capitalized interest	$-	$-	$-	$2

The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three and six months ended May 31, 2025 and estimated cash flow hedges' unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months are not material.

Financial Risks

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, and 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.

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 May 31, 2025, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands. The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than our cruise brands' functional currency will be affected by foreign currency exchange rate fluctuations. 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 and tour operators and credit and debit card providers to which we extend credit in the normal course of our business. Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in certain European countries where we are obligated to honor our guests' cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments.

Concentrations of credit risk associated with trade receivables and other receivables, charter-hire agreements and contingent obligations are not considered to be material, principally due to the large number of unrelated accounts, the nature of these contingent obligations and their short maturities. 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, who is the Chief Executive Officer of Carnival Corporation and Carnival plc assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments. The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other characteristics, including geographic guest sourcing. 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.

	Three Months Ended May 31,
(in millions)	Revenues	Operating expenses	Selling and administrative	Depreciation and amortization	Operating income (loss)
2025
North America (a)	$4,214	$2,600	$473	$450	$691
Europe	2,011	1,208	248	187	368
Cruise Support	73	46	90	50	(113)
Tour and Other	31	32	5	6	(12)
	$6,328	$3,886	$816	$692	$934
2024
North America (a)	$3,984	$2,580	$464	$414	$525
Europe	1,697	1,135	230	164	168
Cruise Support	63	39	90	49	(114)
Tour and Other	37	44	6	6	(19)
	$5,781	$3,798	$789	$634	$560

	Six Months Ended May 31, 2025
(in millions)	Revenues	Operating expenses	Selling and administrative	Depreciation and amortization	Operating income (loss)
2025
North America (a)	$8,120	$5,036	$993	$884	$1,207
Europe	3,841	2,478	499	356	508
Cruise Support	145	91	163	95	(204)
Tour and Other	33	47	9	12	(34)
	$12,139	$7,653	$1,663	$1,346	$1,477
2024
North America (a)	$7,558	$4,982	$966	$813	$797
Europe	3,466	2,386	464	328	288
Cruise Support	122	75	162	94	(210)
Tour and Other	41	59	10	12	(40)
	$11,187	$7,502	$1,603	$1,247	$836

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

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

	Three Months Ended May 31,		Six Months Ended May 31,
(in millions)	2025	2024	2025	2024
North America	$3,774	$3,542	$7,243	$6,663
Europe	1,964	1,631	3,590	3,199
Australia	315	355	735	781
Other	275	252	570	545
	$6,328	$5,781	$12,139	$11,187

NOTE 7 - Earnings Per Share

	Three Months Ended May 31,		Six Months Ended May 31,
(in millions, except per share data)	2025	2024	2025	2024
Net income (loss)	$565	$92	$486	$(123)
Interest expense on dilutive Convertible Notes	18	-	-	-
Net income (loss) for diluted earnings per share	$582	$92	$486	$(123)

Weighted-average shares outstanding	1,312	1,267	1,310	1,265
Dilutive effect of equity awards	4	4	6	-
Dilutive effect of Convertible Notes	84	-	-	-
Diluted weighted-average shares outstanding	1,400	1,271	1,316	1,265

Basic earnings per share	$0.43	$0.07	$0.37	$(0.10)
Diluted earnings per share	$0.42	$0.07	$0.37	$(0.10)

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

	Three Months Ended May 31,		Six Months Ended May 31,
(in millions)	2025	2024	2025	2024
Equity awards	-	-	-	5
Convertible Notes	-	127	84	127
Total antidilutive securities	-	127	84	132

NOTE 8 - Supplemental Cash Flow Information

(in millions)	May 31, 2025	November 30, 2024
Cash and cash equivalents (Consolidated Balance Sheets)	$2,146	$1,210
Restricted cash (included in prepaid expenses and other and other assets)	25	21
Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows)	$2,171	$1,231

NOTE 9 - Property and Equipment

Ship Sales

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.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Concerning Factors That May Affect Future Results

Some of the statements, estimates or projections contained in this document are "forward-looking statements" that involve risks, uncertainties and assumptions with respect to us, including statements concerning future results, operations, strategy, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are statements that could be deemed forward-looking. These statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and the beliefs and assumptions of our management. We have tried, whenever possible, to identify these statements by using words like "will," "may," "could," "should," "would," "believe," "depends," "expect," "goal," "aspiration," "anticipate," "forecast," "project," "future," "intend," "plan," "estimate," "target," "indicate," "outlook," and similar expressions of future intent or the negative of such terms.

Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by our forward-looking statements. This note contains important cautionary statements of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. These factors include, but are not limited to, the following:

• Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts on our financial condition and operations.

• Incidents concerning our ships, guests or the cruise industry may negatively impact the satisfaction of our guests and crew and lead to reputational damage.

• Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and lead to litigation, enforcement actions, fines, penalties and reputational damage.

• Factors associated with climate change, including evolving and increasing regulations, increasing concerns about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could have a material impact on our business.

• Inability to meet or achieve our targets, goals, aspirations, initiatives, and our public statements and disclosures regarding them, including those related to sustainability matters, may expose us to risks that may adversely impact our business.

• Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology have adversely impacted and may in the future materially adversely impact our business operations, the satisfaction of our guests and crew and may lead to fines, penalties and reputational damage.

• The loss of key team members, our inability to recruit or retain qualified shoreside and shipboard team members and increased labor costs could have an adverse effect on our business and results of operations.

• Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs.

• We rely on suppliers who are integral to the operations of our businesses. These suppliers and service providers may be unable to deliver on their commitments, which could negatively impact our business.

• Fluctuations in foreign currency exchange rates may adversely impact our financial results.

• Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our cruise sales, pricing and destination options.

• Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests.

• We require a significant amount of cash to service our debt and sustain our operations. Our ability to generate cash depends on many factors, including those beyond our control, and we may not be able to generate cash required to service our debt and sustain our operations.

• Our substantial debt could adversely affect our financial health and operating flexibility.

The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood. Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by our substantial debt balance incurred during the pause of our guest cruise operations. There may be additional risks that we consider immaterial or which are unknown.

Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals (including climate change- and environmental-related matters). In addition, historical, current, and forward-looking sustainability- and climate-related statements may be based on standards and tools for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions and predictions that are subject to change in the future and may not be generally shared.

New Accounting Pronouncements

Refer to Note 1 - "General, Accounting Pronouncements" of the consolidated financial statements for additional discussion regarding Accounting Pronouncements.

Critical Accounting Estimates

For a discussion of our critical accounting estimates, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" that is included in the Form 10-K.

Seasonality

Known Trends and Uncertainties

• We believe the volatility in the cost of fuel is reasonably likely to impact our profitability in both the short and long-term.

• We believe the increasing focus on the reduction of greenhouse gas emissions and new and evolving related regulatory requirements, are reasonably likely to have a material negative impact on our future financial results. We became subject to the EU Emissions Trading System ("ETS") on January 1, 2024, which includes a three-year phase-in period. The impact of this regulation in 2024 was $46 million, which represented costs associated with 40% of emissions under the ETS operational scope. In 2025, 70% of emissions under the ETS scope will be impacted, and in 2026, all in scope emissions will be impacted.

Statistical Information

	Three Months Ended May 31,		Six Months Ended May 31,
	2025	2024	2025	2024
Passenger Cruise Days ("PCDs") (in millions) (a)	25.3	24.3	49.6	47.8
Available Lower Berth Days ("ALBDs") (in millions) (b) (c)	24.2	23.5	47.8	46.5
Occupancy percentage (d)	104%	104%	104%	103%
Passengers carried (in millions)	3.4	3.3	6.5	6.3

Fuel consumption in metric tons (in millions)	0.7	0.7	1.4	1.5
Fuel consumption in metric tons per thousand ALBDs	29.9	31.9	30.1	31.8
Fuel cost per metric ton consumed (excluding European Union Allowance)	$614	$684	$628	$685

Currencies (USD to 1)
AUD	$0.63	$0.66	$0.63	$0.66
CAD	$0.71	$0.73	$0.70	$0.74
EUR	$1.11	$1.08	$1.08	$1.08
GBP	$1.31	$1.26	$1.28	$1.26

Notes to Statistical Information

(a) PCD represents the number of cruise passengers on a voyage multiplied by the number of revenue-producing ship operating days for that voyage.

(b) ALBD is a standard measure of passenger capacity for the period that we use to approximate rate and capacity variances, based on consistently applied formulas that we use to perform analyses to determine the main non-capacity driven factors that cause our cruise revenues and expenses to vary. ALBDs assume that each cabin we offer for sale accommodates two passengers and is computed by multiplying passenger capacity by revenue-producing ship operating days in the period.

(c) For the three months ended May 31, 2025 compared to the three months ended May 31, 2024, we had a 3.1% capacity increase in ALBDs comprised of a 0.3% capacity increase in our North America segment and an 8.4% capacity increase in our Europe segment.

Our North America segment's capacity increase was caused by a Carnival Cruise Line 4,130-passenger capacity ship that transferred from Costa Cruises and entered into service in April 2024.

The increase in our North America segment's capacity was partially offset by the following:

• Seabourn 460-passenger capacity ship that left the fleet in September 2024

• P&O Cruises (Australia) 2,000-passenger capacity ship that left the fleet in February 2025

Our Europe segment's capacity increase was caused by the following:

• Cunard 2,960-passenger capacity ship that entered into service in May 2024

• The return to normal operations for ships impacted by the Red Sea rerouting in the prior year

For the six months ended May 31, 2025 compared to the six months ended May 31, 2024, we had a 2.8% capacity increase in ALBDs comprised of a 2.9% capacity increase in our North America segment and a 2.6% capacity increase in our Europe segment.

Our North America segment's capacity increase was caused by the following:

• Carnival Cruise Line 5,360-passenger capacity ship that entered into service in December 2023

• Princess Cruises 4,310-passenger capacity ship that entered into service in February 2024

• Carnival Cruise Line 4,130-passenger capacity ship that was transferred from Costa Cruises and entered into service in April 2024

Our North America segment's capacity increase was partially offset by:

• Seabourn 460-passenger capacity ship that left the fleet in September 2024

• P&O Cruises (Australia) 2,000-passenger capacity ship that left the fleet in February 2025

Our Europe segment's capacity increase was caused by:

• Cunard 2,960-passenger capacity ship that entered into service in May 2024

• The return to normal operations for ships impacted by the Red Sea rerouting in the prior year

The increase in our Europe segment's capacity was partially offset by a Costa Cruises 4,240-passenger capacity ship that transferred to Carnival Cruise Line in February 2024

(d) Occupancy, in accordance with cruise industry practice, is calculated using a numerator of PCDs and a denominator of ALBDs, which assumes two passengers per cabin even though some cabins can accommodate three or more passengers. Percentages in excess of 100% indicate that on average more than two passengers occupied some cabins.

Three Months Ended May 31, 2025 ("2025") Compared to Three Months Ended May 31, 2024 ("2024")

Revenues

Consolidated

Passenger ticket revenues made up 65% of our 2025 total revenues. Passenger ticket revenues increased by $351 million, or 9.3%, to $4.1 billion in 2025 from $3.8 billion in 2024.

This increase was caused by:

• $169 million - higher ticket prices driven by continued strength in demand

• $115 million - 3.1% capacity increase in ALBDs

• $51 million - net favorable foreign currency translation impact

• $35 million - 0.9 percentage point increase in occupancy

The remaining 35% of 2025 total revenues was comprised of onboard and other revenues, which increased by $197 million, or 9.7%, to $2.2 billion in 2025 from $2.0 billion in 2024.

This increase was driven by:

• $128 million - higher onboard spending by our guests

• $37 million - 3.1% capacity increase in ALBDs

North America Segment

Passenger ticket revenues made up 61% of our North America segment's 2025 total revenues. Passenger ticket revenues increased by $108 million, or 4.4%, to $2.6 billion in 2025 from $2.5 billion in 2024.

This increase was caused by:

• $102 million - higher ticket prices driven by continued strength in demand

• $23 million - 1.0 percentage point increase in occupancy

The remaining 39% of our North America segment's 2025 total revenues were comprised of onboard and other revenues, which increased by $122 million, or 8.1%, to $1.6 billion in 2025 from $1.5 billion in 2024. This increase was driven by $103 million of higher onboard spending by our guests.

Europe Segment

Passenger ticket revenues made up 76% of our Europe segment's 2025 total revenues. Passenger ticket revenues increased by $234 million, or 18%, to $1.5 billion in 2025 from $1.3 billion in 2024.

This increase was driven by:

• $109 million - 8.4% capacity increase in ALBDs

• $67 million - higher ticket prices driven by continued strength in demand

• $52 million - net favorable foreign currency translation

The remaining 24% of our Europe segment's 2025 total revenues were comprised of onboard and other revenues, which increased by $79 million, or 20%, to $474 million in 2025 from $395 million in 2024.

This increase was driven by:

• $33 million - 8.4% capacity increase in ALBDs

• $25 million - higher onboard spending by our guests

Operating Expenses

Consolidated

Operating expenses increased by $89 million, or 2.3%, to $3.9 billion in 2025 from $3.8 billion in 2024.

This increase was caused by:

• $101 million - 3.1% capacity increase in ALBDs

• $72 million - higher repair and maintenance expenses (including dry-dock expenses)

• $31 million - higher onboard and other cost of sales driven by higher onboard revenues

• $31 million - net unfavorable foreign currency translation

• $14 million - higher commissions, transportation costs, and other expenses driven by increased ticket pricing and an increase in the number of guests

These increases were partially offset by:

• $103 million - gains on the sales of one North America segment ship and one Europe segment ship

• $40 million - lower fuel prices including the impact of the European Union allowance cost ("EU allowances")

• $32 million - lower fuel consumption per ALBD

Selling and administrative expenses increased by $26 million, or 3.3%, to $816 million in 2025 from $789 million in 2024.

Depreciation and amortization expenses increased by $59 million, or 9.2%, to $692 million in 2025 from $634 million in 2024.

North America Segment

Operating expenses were $2.6 billion in 2025 and 2024. The changes in operating expenses for the North America segment were not material.

Selling and administrative expenses increased by $8 million, or 1.8%, to $473 million in 2025 from $464 million in 2024.

Depreciation and amortization expenses increased by $35 million, or 8.5%, to $450 million in 2025 from $414 million in 2024.

Europe Segment

Operating expenses increased by $73 million, or 6.5%, to $1.2 billion in 2025 from $1.1 billion in 2024.

This increase was caused by:

• $95 million - 8.4% capacity increase in ALBDs

• $31 million - net unfavorable foreign currency translation

These increases were partially offset by a $57 million gain on sale of one ship.

Selling and administrative expenses increased by $18 million, or 8.0%, to $248 million in 2025 from $230 million in 2024.

Depreciation and amortization expenses increased by $22 million, or 14%, to $187 million in 2025 from $164 million in 2024. This increase was driven by increases in capacity, fleet enhancements and net unfavorable foreign currency translation.

Operating Income

Our consolidated operating income increased by $374 million to $934 million in 2025 from $560 million in 2024. Our North America segment's operating income increased by $167 million to $691 million in 2025 from $525 million in 2024, and our Europe segment's operating income increased by $199 million to $368 million in 2025 from $168 million in 2024. These changes were primarily due to the reasons discussed above.

Nonoperating Income (Expense)

Interest expense, net of capitalized interest decreased by $109 million, or 24%, to $341 million in 2025 from $450 million in 2024. The decrease was substantially all due to a decrease in total debt, lower average interest rates and increased capitalized interest.

Debt extinguishment and modification costs decreased by $29 million to $4 million in 2025 from $33 million in 2024 as a result of debt transactions occurring during the respective periods.

Six Months Ended May 31, 2025 ("2025") Compared to Six Months Ended May 31, 2024 ("2024")

Revenues

Consolidated

Passenger ticket revenues made up 65% of our 2025 total revenues. Passenger ticket revenues increased by $566 million, or 7.7%, to $7.9 billion in 2025 from $7.4 billion in 2024.

This increase was caused by:

• $320 million - higher ticket prices driven by continued strength in demand

• $207 million - 2.8% capacity increase in ALBDs

• $68 million - 0.9 percentage point increase in occupancy

These increases were partially offset by a decrease of $29 million in air transportation revenue.

The remaining 35% of 2025 total revenues was comprised of onboard and other revenues, which increased by $386 million, or 10%, to $4.2 billion in 2025 from $3.8 billion in 2024.

This increase was driven by:

• $252 million - higher onboard spending by our guests

• $103 million - 2.8% capacity increase in ALBDs

• $29 million - 0.9 percentage point increase in occupancy

North America Segment

Passenger ticket revenues made up 62% of our North America segment's 2025 total revenues. Passenger ticket revenues increased by $268 million, or 5.6%, to $5.0 billion in 2025 from $4.7 billion in 2024.

This increase was caused by:

• $148 million - higher ticket prices driven by continued strength in demand

• $138 million - 2.9% capacity increase in ALBDs

• $30 million - 0.7 percentage point increase in occupancy

These increases were partially offset by a decrease of $31 million in air transportation revenue.

The remaining 38% of our North America segment's 2025 total revenues were comprised of onboard and other revenues, which increased by $295 million, or 10%, to $3.1 billion in 2025 from $2.8 billion in 2024.

This increase was driven by:

• $199 million - higher onboard spending by our guests

• $82 million - 2.9% capacity increase in ALBDs

Europe Segment

Passenger ticket revenues made up 77% of our Europe segment's 2025 total revenues. Passenger ticket revenues increased by $286 million, or 11%, to $3.0 billion in 2025 from $2.7 billion in 2024.

This increase was driven by:

• $173 million - higher ticket prices driven by continued strength in demand

• $69 million - 2.6% capacity increase in ALBDs

• $38 million - 1.4 percentage point increase in occupancy

The remaining 23% of our Europe segment's 2025 total revenues were comprised of onboard and other revenues, which increased by $88 million, or 11%, to $887 million in 2025 from $799 million in 2024.

This increase was driven by:

• $52 million - higher onboard spending by our guests

• $21 million - 2.6% capacity increase in ALBDs

Operating Expenses

Consolidated

Operating expenses increased by $150 million, or 2.0%, to $7.7 billion in 2025 from $7.5 billion in 2024.

This increase was caused by:

• $206 million - 2.8% capacity increase in ALBDs

• $63 million - higher onboard and other cost of sales driven by higher onboard revenues

• $50 million - higher repair and maintenance expenses (including dry-dock expenses)

• $44 million - higher commissions, transportation costs, and other expenses driven by increased ticket pricing and an increase in the number of guests

These increases were partially offset by:

• $103 million - gains on the sales of one North America segment ship and one Europe segment ship

• $68 million - lower fuel prices including the impact of the cost of EU allowances

• $58 million - lower fuel consumption per ALBD

Selling and administrative expenses increased by $61 million, or 3.8%, to $1.7 billion in 2025 from $1.6 billion in 2024.

Depreciation and amortization expenses increased by $100 million, or 8.0%, to $1.3 billion in 2025 from $1.2 billion in 2024.

North America Segment

Operating expenses increased by $54 million, or 1.1%, and were $5.0 billion in 2025 and 2024.

This increase was caused by:

• $145 million - 2.9% capacity increase in ALBDs

• $40 million - higher onboard and other cost of sales driven by higher onboard revenues

These increases were partially offset by:

• $56 million - lower fuel prices including the impact of the cost of EU allowances

• $46 million - gain on sale of one ship

• $42 million - lower fuel consumption per ALBD

Selling and administrative expenses increased by $27 million, or 2.8%, to $993 million in 2025 from $966 million in 2024.

Depreciation and amortization expenses increased by $71 million, or 8.7%, to $884 million in 2025 from $813 million in 2024.

Europe Segment

Operating expenses increased by $92 million, or 3.9%, to $2.5 billion in 2025 from $2.4 billion in 2024.

This increase was caused by:

• $62 million - 2.6% capacity increase in ALBDs

• $35 million - higher repair and maintenance expenses (including dry-dock expenses)

• $25 million - higher commissions, transportation costs, and other expenses driven by increased ticket pricing and an increase in the number of guests

• $23 million - higher onboard and other cost of sales driven by higher onboard revenues

These increases were partially offset by a $57 million gain on sale of one ship.

Selling and administrative expenses increased by $34 million, or 7.4%, to $499 million in 2025 from $464 million in 2024.

Depreciation and amortization expenses increased by $27 million, or 8.4%, to $356 million in 2025 from $328 million in 2024.

Operating Income

Our consolidated operating income increased by $641 million to $1.5 billion in 2025 from $0.8 billion in 2024. Our North America segment's operating income increased by $410 million to $1.2 billion in 2025 from $0.8 billion in 2024, and our Europe segment's operating income increased by $220 million to $508 million in 2025 from $288 million in 2024. These changes were primarily due to the reasons discussed above.

Nonoperating Income (Expense)

Interest expense, net of capitalized interest decreased by $203 million, or 22%, to $718 million in 2025 from $921 million in 2024. The decrease was substantially all due to a decrease in total debt, lower average interest rates and increased capitalized interest.

Debt extinguishment and modification costs increased by $190 million to $255 million in 2025 from $66 million in 2024 as a result of debt transactions occurring during the respective periods.

Liquidity, Financial Condition and Capital Resources

As of May 31, 2025, we had $5.2 billion of liquidity including $2.1 billion of cash and cash equivalents and $3.0 billion of borrowings available under the Revolving Facility. In June 2025, Carnival Corporation and Carnival plc entered into a $4.5 billion New Revolving Facility, which replaced the Revolving Facility. The New Revolving Facility matures in June 2030 and contains an accordion feature, allowing for up to $1.0 billion of additional revolving commitments. In addition, we had $8.4 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. We will continue to pursue various opportunities to repay portions of our existing indebtedness and refinance future debt maturities to extend maturity dates and reduce interest expense. Refer to Note 3 - "Debt" of the consolidated financial statements and Funding Sources below for additional details.

We had a working capital deficit of $8.6 billion as of May 31, 2025 compared to a working capital deficit of $8.2 billion as of November 30, 2024. The increase in working capital deficit was driven by an increase in customer deposits, partially offset by an increase in cash and cash equivalents as well as decreases in accrued liabilities and other and the current portion of long-term debt. We operate with a substantial working capital deficit. This deficit is mainly attributable to the fact that, under our business model, substantially all of our passenger ticket receipts are collected in advance of the applicable sailing date. These advance passenger receipts generally remain a current liability on our balance sheet until the sailing date. The cash generated from these advance receipts is used interchangeably with cash on hand from other sources, such as our borrowings and other cash from operations. The cash received as advanced receipts can be used to fund operating expenses, pay down our debt, make long-term investments or any other use of cash. Included within our working capital are $8.1 billion and $6.4 billion of current customer deposits as of May 31, 2025 and November 30, 2024. 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. In addition, we have a relatively low level of accounts receivable and limited investment in inventories.

We are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests, certain derivative instruments and variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our consolidated financial statements.

Sources and Uses of Cash

Operating Activities

Our business provided $3.3 billion of net cash flows from operating activities during the six months ended May 31, 2025, a decrease of $0.5 billion, compared to $3.8 billion provided for the same period in 2024. This was caused by the nonrecurrence of cash provided by the release of $0.8 billion in credit card reserves in 2024 (included in the change in prepaid expenses and other assets).

Investing Activities

During the six months ended May 31, 2025, net cash used in investing activities was $1.2 billion. This was driven by:

• Capital expenditures of $1.5 billion primarily attributable to ship improvements and developments in our port destinations and exclusive islands

• Proceeds of $312 million substantially all from the sales of one North America segment ship and one Europe segment ship

During the six months ended May 31, 2024, net cash used in investing activities was $3.4 billion. This was caused by capital expenditures of $3.5 billion primarily attributable to the delivery of two North America segment ships and one Europe segment ship.

Financing Activities

During the six months ended May 31, 2025, net cash used in financing activities of $1.2 billion was caused by:

• Repayments of $5.1 billion of long-term debt

• Debt issuance costs of $41 million

• Debt extinguishment costs of $197 million

• Issuances of $4.1 billion of long-term debt

During the six months ended May 31, 2024, net cash used in financing activities of $1.2 billion was caused by:

• Repayments of $4.1 billion of long-term debt

• Debt issuance costs of $117 million

• Debt extinguishment costs of $41 million

• Issuances of $3.0 billion of long-term debt

Funding Sources

We plan to use existing liquidity and future cash flows from operations to fund our cash requirements including capital expenditures not funded by our export credit facilities. We seek to manage our credit risk exposures, including counterparty nonperformance associated with our cash and cash equivalents, and future financing facilities by conducting business with well-established financial institutions, and export credit agencies and diversifying our counterparties.

(in billions)		2025		2026		2027		2028		2029		Thereafter
Future export credit facilities at May 31, 2025		$0.8		$-		$1.3		$1.3		$1.7		$3.4

Our export credit facilities contain various financial covenants as described in Note 3 - "Debt". At May 31, 2025, we were in compliance with the applicable covenants under our debt agreements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For a discussion of our hedging strategies and market risks, see the discussion below and Note 10 - "Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks" in our consolidated financial statements and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" within our Form 10-K. There have been no material changes to our exposure to market risks since the date of our 2024 Form 10-K.

Interest Rate Risks

The composition of our debt, after the effect of interest rate swaps, was as follows:

	May 31, 2025
Fixed rate	58%
EUR fixed rate	24%
Floating rate	7%
EUR floating rate	11%

Item 4. Controls and Procedures.

A. Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of May 31, 2025, that they are effective to provide a reasonable level of assurance, as described above.

B. Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended May 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

To the extent disclosure is required by Part II. Item 1 of Form 10-Q, the legal proceedings described in Note 4 - "Contingencies and Commitments" of our consolidated financial statements, including those described under "Regulatory or Governmental Inquiries and Investigations," are incorporated in this "Legal Proceedings" section by reference. Additionally, SEC rules require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we believe will exceed $1 million for such proceedings.

Item 1A. Risk Factors.

The risk factors that affect our business and financial results are discussed in "Item 1A. Risk Factors," included in the Form 10-K, and there has been no material change to these risk factors since the Form 10-K filing. These risks should be carefully considered, and could materially and adversely affect our results, operations, outlooks, plans, goals, growth, reputation, cash flows, liquidity, and stock price. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.

Item 5. Other Information.

Trading Plans

During the quarter ended May 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

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