Carnival CCL · USD

Segment InformationThe chief operating decision maker, who is the Chief Executive Officer of Carnival Corporation and Carnival plc, assesses performance and makes decisions to allocate resources based upon review of the results across all of our segments. The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other qualitative characteristics, including geographic guest sourcing. Our four reportable segments are comprised of (1) North America cruise operations (“North America”), (2) Europe cruise operations (“Europe”), (3) Cruise Support and (4) Tour and Other.Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of our cruise brands. Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations.Our CODM uses adjusted operating income (loss) in assessing segment performance and determining how to allocate resources. This metric is used to review segment operating trends and monitor variances against the plan and prior year results. Resource allocation primarily occurs during the annual capital appropriation process.

DebtNovember 30,(in millions)MaturityRate (a)20252024Secured Subsidiary GuaranteedNotesNotesJun 20277.88%$192 $192 NotesAug 20284.00%2,406 2,406 NotesAug 20297.00%500 500 LoansFloating rate (b)Aug 2027 - Oct 2028SOFR + 2.00% (c)— 2,449 Total Secured Subsidiary Guaranteed3,098 5,547 Senior Priority Subsidiary GuaranteedNotes (b)May 202810.38%— 2,030 Unsecured Subsidiary GuaranteedNotesNotes (b)Mar 20267.63%— 1,351 Notes (b)Mar 20275.75%— 2,722 Convertible NotesDec 2025 (d)5.75%1,131 1,131 Notes (b)May 20296.00%— 2,000 NotesMay 20295.13%1,250 — EUR NotesJan 20305.75%580 528 NotesMar 20305.75%1,000 — Notes (b)Jun 203010.50%— 1,000 NotesJun 20315.88%1,000 — EUR NotesJul 20314.13%1,160 — NotesAug 20325.75%3,000 — NotesFeb 20336.13%2,000 — LoansEUR floating rate (e)Apr 2025EURIBOR + 3.25%— 211 Floating rateAug 2027 - Nov 2027SOFR + 1.13 - 1.38%900 — Export Credit FacilitiesFloating rateDec 2031SOFR + 1.20% (f)446 514 Fixed rateAug 2027 - Dec 20322.42 - 3.38%1,983 2,370 EUR floating rateOct 2026 - Nov 2034EURIBOR + 0.55 - 0.80%2,461 2,590 EUR fixed rateFeb 2031 - Sep 20371.05 - 4.00%6,132 5,386 Total Unsecured Subsidiary Guaranteed23,042 19,803 Unsecured (No Subsidiary Guarantee)NotesNotesJan 20286.65%200 200 EUR NotesOct 20291.00%696 633 LoansEUR floating rate (e)Apr 2029EURIBOR + 1.95%348 — Total Unsecured (No Subsidiary Guarantee)1,244 833 Total Debt27,383 28,213 Less: unamortized debt issuance costs and discounts(744)(738)Total Debt, net of unamortized debt issuance costs and discounts26,640 27,475 Less: current portion of long-term debt(2,603)(1,538)Long-Term Debt$24,037 $25,936 (a)The reference rates, together with any applicable credit adjustment spread, for all of our floating rate debt have a 0.00% floor.(b)See “Debt Prepayments” below.(c)As part of the repricing of our senior secured term loans, we amended the loans’ margin from 2.75% to 2.00%. See “Repricing of Senior Secured Term Loans” below.(d)See “Convertible Notes” below.(e)During 2025, the euro floating rate loan agreement was amended to increase the principal amount by $112 million, extend its maturity from April 2025 to April 2029, amend the loan’s margin from 3.25% to 1.95% and remove the subsidiary guarantee. (f)Includes applicable credit adjustment spread.As of November 30, 2025, all of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the $1.

LeasesThe components of expense were as follows:November 30, (in millions)202520242023Operating lease expense$233 $215 $213 Variable lease expense (a)$209 $211 $116 (a)Variable lease expense represents costs associated with our multi-year preferential berthing agreements which vary based on the number of passengers. These costs are recorded within commissions, transportation and other in our Consolidated Statements of Income (Loss). Variable lease expense related to operating leases, other than the port facilities, were not material to our consolidated financial statements.During 2025, 2024 and 2023, the cash outflow for leases was materially consistent with the lease expense recognized and short-term lease costs were not material for the periods presented.Right-of-use assets obtained in exchange for new and amended operating lease liabilities was $103 million in 2025, $247 million in 2024 and $108 million in 2023.Weighted average of the remaining lease terms and weighted average discount rates are as follows:November 30, 2025November 30, 2024Weighted average remaining lease term - operating leases (in years)1112Weighted average discount rate - operating leases5.4 %5.9 %As of November 30, 2025, maturities of operating lease liabilities were as follows:(in millions)Year2026$233 2027227 2028212 2029167 2030133 Thereafter843 Total lease payments1,816 Less: Present value discount(463)Present value of lease liabilities$1,353 For time charter arrangements where we are the lessor and for transactions with cruise guests related to the use of cabins, we do not separate lease and non-lease components since (1) the lease on a standalone basis would be classified as an operating lease and (2) the timing and pattern of transfer for the lease component and associated non-lease component are the same. As the non-lease components are the predominant components in the agreements, we account for these transactions under the Revenue Recognition guidance.

Risk ManagementOur processes to identify and manage cybersecurity risks form part of our overall risk management framework which includes an organization wide, multi-layered approach to risk assessment and management. Our cybersecurity risk management program is designed to proactively identify, assess and mitigate potential cybersecurity threats. It leverages industry-leading cybersecurity frameworks and standards, such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and the ISO/IEC 27001 standard. We conduct regular risk assessments to evaluate the security posture of our systems and processes, including vulnerability assessments, penetration testing, external attack surface mitigations and monitor our network for suspicious activity and potential breaches. We engage third-party advisory firms to conduct assessments of the maturity of our cybersecurity program, including measures to improve our Payment Card Industry Data Security Standard (“PCI DSS”) compliance, as well as to conduct penetration testing of our shoreside and shipboard assets on a periodic basis. We continue to invest in our information technology, operational technology and cybersecurity programs to layer in risk-based controls to protect against evolving threats.We maintain an incident response plan and related policies and protocols which outline procedures for identifying, reporting and responding to cybersecurity incidents. Our incident response plan is regularly updated to address new threats and tested through crisis simulation exercises involving our shipboard and shoreside employees. We also have an incident response team who is trained to handle a wide range of security events and collaborates with external cybersecurity experts when necessary. We have data privacy and security standards across the company that are designed to comply with relevant regulations, including the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”) and PCI DSS. We employ encryption, access controls, and other data anonymization techniques to safeguard data throughout its lifecycle.We also have data privacy and cybersecurity focused training for our shoreside and select shipboard team members.

General Description of Business Carnival Corporation was incorporated in Panama in 1974 and Carnival plc was incorporated in England and Wales in 2000. Together with their consolidated subsidiaries, they are referred to collectively in these consolidated financial statements and elsewhere in this 2025 Annual Report as “Carnival Corporation & plc,” “the company”, “our,” “us” and “we.” The consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries. We are the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines – AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises, and Seabourn.During 2025, we sunset the P&O Cruises (Australia) brand and folded its Australia operations into Carnival Cruise Line.DLC ArrangementCarnival 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.

TaxationA summary of our principal taxes and exemptions in the jurisdictions where our significant operations are located is as follows: U.S. Income TaxWe are primarily foreign corporations engaged in the business of operating cruise ships in international transportation. We also own and operate, among other businesses, the U.S. hotel and transportation business of Holland America Princess Alaska Tours through U.S. corporations.Our North American cruise ship businesses and certain ship-owning subsidiaries are engaged in a trade or business within the U.S. Depending on its itinerary, any particular ship may generate income from sources within the U.S. We believe that our U.S. source income and the income of our ship-owning subsidiaries, to the extent derived from, or incidental to, the international operation of a ship or ships, is exempt from U.S. federal income and branch profit taxes. Our domestic U.S. operations, principally the hotel and transportation business of Holland America Princess Alaska Tours, are subject to federal and state income taxation in the U.S.In general, under Section 883 of the Internal Revenue Code, certain non-U.S. corporations (such as our North American cruise ship businesses) are not subject to U.S. federal income tax or branch profits tax on U.S. source income derived from, or incidental to, the international operation of a ship or ships. Applicable U.S. Treasury regulations provide in general that a foreign corporation will qualify for the benefits of Section 883 if, in relevant part, (i) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the U.S. in respect of each category of shipping income for which an exemption is being claimed under Section 883 (an “equivalent exemption jurisdiction”) and (ii) the foreign corporation meets a defined publicly-traded corporation stock ownership test (the “publicly-traded test”). Subsidiaries of foreign corporations that are organized in an equivalent exemption jurisdiction and meet the publicly-traded test also benefit from Section 883. We believe that Panama is an equivalent exemption jurisdiction and that Carnival Corporation currently satisfies the publicly-traded test under the regulations. Accordingly, for fiscal 2025, substantially all of Carnival Corporation’s income is exempt from U.S. federal income and branch profit taxes.

Contingencies LitigationWe are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business. We have insurance coverage for certain of these claims and actions, or any settlement of these claims and actions, and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels.We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. Legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations, financial position or liquidity.As previously disclosed, on May 2, 2019, the Havana Docks Corporation filed a lawsuit against Carnival Corporation in the U.S. District Court for the Southern District of Florida under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act, alleging that Carnival Corporation “trafficked” in confiscated Cuban property 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 11th Circuit reversed the District Court’s judgment against us. On March 6, 2025, Havana Docks filed a petition for certiorari with the Supreme Court of the United States and we responded. On October 3, 2025, the Supreme Court accepted review of the case. Briefing on the merits is underway.

Earnings Per Share Years Ended November 30,(in millions, except per share data)202520242023Net income (loss)$2,760 $1,916 $(74)Interest expense on dilutive Convertible Notes71 94 — Net income (loss) for diluted earnings per share$2,831 $2,009 $(74)Weighted-average shares outstanding1,312 1,274 1,262 Dilutive effect of equity awards5 5 — Dilutive effect of Convertible Notes84 119 — Diluted weighted-average shares outstanding1,402 1,398 1,262 Basic earnings per share$2.10 $1.50 $(0.06)Diluted earnings per share$2.02 $1.44 $(0.