CARNIVAL PLC

Previous wording

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 some statements concerning future results, operations, 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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

•We believe the increasing focus on the reduction of greenhouse gas emissions and new and evolving related regulatory requirements, is 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.

Current wording

•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.

Previous wording

(c)For the three months ended February 28, 2025 compared to the three months ended February 29, 2024, we had a 2.5% capacity increase in ALBDs comprised of a 5.7% capacity increase in our North America segment and a 2.9% capacity decrease in our Europe segment.

Current wording

(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.

Previous wording

The increase in our North America segment’s capacity was partially offset by:

Current wording

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

Previous wording

•Seabourn 460-passenger capacity ship that was removed from service in September 2024

Current wording

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

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•P&O Cruises (Australia) 2,000-passenger capacity that was removed from service in February 2025

Current wording

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

Previous wording

The decrease in our Europe segment’s capacity was partially offset by a Cunard 2,960-passenger capacity ship that entered into service in May 2024.

Current wording

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

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

Current wording

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

Previous wording

This increase was partially offset by:

Current wording

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

Previous wording

Our Europe segment’s capacity decrease was caused by a Costa Cruises 4,240-passenger capacity ship that transferred to Carnival Cruise Line in April 2024.

Current wording

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

Previous wording

Passenger ticket revenues made up 66% of our 2025 total revenues. Passenger ticket revenues increased by $216 million, or 6.0%, to $3.8 billion in 2025 from $3.6 billion in 2024.

Current wording

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.

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The remaining 34% of 2025 total revenues was comprised of onboard and other revenues, which increased by $189 million, or 11%, to $2.0 billion in 2025 from $1.8 billion in 2024.

Current wording

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.

Previous wording

•$32 million - 1.0 percentage point increase in occupancy

Current wording

•$23 million - 1.0 percentage point increase in occupancy

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•$40 million - net favorable foreign currency translation

Current wording

•$52 million - net favorable foreign currency translation

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•$46 million - net unfavorable foreign currency translation

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•$31 million - net unfavorable foreign currency translation

Previous wording

Operating expenses were $1.3 billion in 2025 and 2024. The changes in operating expenses for the Europe segment were not material.

Current wording

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

Previous wording

These increases were partially offset by:

Current wording

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

Previous wording

Depreciation and amortization expenses increased by $5 million, or 3.0%, to $169 million in 2025 from $164 million in 2024.

Current wording

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.

Previous wording

Our consolidated operating income increased by $267 million to $543 million in 2025 from $276 million in 2024. Our North America segment’s operating income increased by $244 million to $516 million in 2025 from $272 million in 2024, and our Europe segment’s operating income increased by $21 million to $140 million in 2025 from $119 million in 2024. These changes were primarily due to the reasons discussed above.

Current wording

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.

Previous wording

Interest expense, net of capitalized interest, decreased by $94 million, or 20%, to $377 million in 2025 from $471 million in 2024. The decrease was substantially all due to a decrease in total debt and lower average interest rates.

Current wording

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.

Previous wording

Debt extinguishment and modification costs increased by $218 million to $252 million in 2025 from $33 million in 2024 as a result of debt transactions occurring during the respective periods.

Current wording

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.

Previous wording

Passenger ticket revenues made up 62% of our North America segment’s 2025 total revenues. Passenger ticket revenues increased by $159 million, or 7.0%, to $2.4 billion in 2025 from $2.3 billion in 2024.

Current wording

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.

Previous wording

The remaining 38% of our North America segment’s 2025 total revenues were comprised of onboard and other revenues, which increased by $173 million, or 13%, to $1.5 billion in 2025 from $1.3 billion in 2024.

Current wording

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.

Previous wording

Passenger ticket revenues made up 77% of our Europe segment’s 2025 total revenues. Passenger ticket revenues increased by $52 million, or 3.8%, and were $1.4 billion in 2025 and 2024.

Current wording

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.

Previous wording

The remaining 23% of our Europe segment’s 2025 total revenues were comprised of onboard and other revenues, which increased by $9 million, or 2.2%, to $413 million in 2025 from $404 million in 2024. This increase was caused by $27 million of higher onboard spending by our guests, partially offset by a 2.9% capacity decrease in ALBDs, representing $12 million.

Current wording

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.

Previous wording

Selling and administrative expenses increased by $19 million, or 3.8%, to $521 million in 2025 from $502 million in 2024.

Current wording

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

Previous wording

Selling and administrative expenses increased by $34 million, or 4.2%, to $848 million in 2025 from $813 million in 2024.

Current wording

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

Previous wording

As of February 28, 2025, we had $3.8 billion of liquidity including $0.8 billion of cash and cash equivalents and $2.9 billion of borrowings available under our multi-currency revolving credit facility. In addition, we had$7.8 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.

Current wording

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.

Previous wording

We had a working capital deficit of $8.6 billion as of February 28, 2025 compared to a working capital deficit of $8.2 billion as of November 30, 2024. The increase in working capital deficit was caused by an increase in customer deposits and decreases in cash and cash equivalents as well as accrued liabilities and other. 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 $6.9 billion and $6.4 billion of current customer deposits as of February 28, 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.

Current wording

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.

Previous wording

Our business provided $0.9 billion of net cash flows from operating activities during the three months ended February 28, 2025, a decrease of $0.8 billion, compared to $1.8 billion provided for the same period in 2024. This was driven 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).

Current wording

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).

Previous wording

During the three months ended February 28, 2025, net cash used in investing activities was $605 million. This was caused by capital expenditures of $607 million primarily attributable to ship improvements and developments in our port destinations and exclusive islands.

Current wording

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

Previous wording

During the three months ended February 29, 2024, net cash used in investing activities was $2.2 billion. This was driven by capital expenditures of $2.1 billion principally attributable to the delivery of two North America segment ships.

Current wording

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.

Previous wording

During the three months ended February 28, 2025, net cash used in financing activities of $690 million was driven by:

Current wording

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

Previous wording

•Debt issuance costs of $24 million

Current wording

•Debt issuance costs of $41 million

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During the three months ended February 29, 2024, net cash provided by financing activities of $0.2 billion was caused by:

Current wording

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

Previous wording

•Debt issuance costs of $77 million

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•Debt issuance costs of $117 million

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•Debt extinguishment costs of $31 million

Current wording

•Debt extinguishment costs of $41 million