CARNIVAL CORP

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood. There may be additional risks that we consider immaterial or which are unknown.

Previous 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.

Current wording

(c)For the three months ended August 31, 2025 compared to the three months ended August 31, 2024, we had a 2.5% capacity decrease in ALBDs comprised of a 3.1% capacity decrease in our North America segment and a 1.5% capacity decrease in our Europe segment.

Previous wording

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

Current wording

Our Europe segment’s capacity decrease was driven by fewer ship operating days in 2025 compared to 2024.

Previous wording

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.

Current wording

For the nine months ended August 31, 2025 compared to the nine months ended August 31, 2024, we had a 0.9% capacity increase in ALBDs comprised of a 0.8% capacity increase in our North America segment and a 1.2% capacity increase in our Europe segment.

Previous 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.

Current wording

Passenger ticket revenues made up 67% of our 2025 total revenues. Passenger ticket revenues increased by $191 million, or 3.6%, to $5.4 billion in 2025 from $5.2 billion in 2024.

Previous wording

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.

Current wording

Passenger ticket revenues made up 65% of our North America segment’s 2025 total revenues. Passenger ticket revenues increased by $15 million, or 0.4%, to $3.5 billion in 2025 from $3.4 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 $88 million, or 11%, to $887 million in 2025 from $799 million in 2024.

Current wording

The remaining 22% of our Europe segment’s 2025 total revenues were comprised of onboard and other revenues, which increased by $54 million, or 11%, to $569 million in 2025 from $515 million in 2024.

Previous wording

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

Current wording

•$31 million - higher onboard and other cost of sales driven by higher onboard spending by our guests

Previous wording

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.

Current wording

Our consolidated operating income increased by $94 million to $2.3 billion in 2025 from $2.2 billion in 2024. Our North America segment’s operating income increased by $73 million to $1.5 billion in 2025 from $1.4 billion in 2024, and our Europe segment’s operating income increased by $40 million to $810 million in 2025 from $770 million in 2024. These changes were primarily due to the reasons discussed above.

Previous 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.

Current wording

Interest expense, net of capitalized interest decreased by $114 million, or 27%, to $317 million in 2025 from $431 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 $190 million to $255 million in 2025 from $66 million in 2024 as a result of debt transactions occurring during the respective periods.

Current wording

Debt extinguishment and modification costs increased by $98 million to $111 million in 2025 from $13 million in 2024 as a result of debt transactions occurring during the respective periods.

Previous wording

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

Current wording

These increases were partially offset by a decrease of $59 million in air transportation revenue.

Previous wording

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

Current wording

These increases were partially offset by a decrease of $65 million in air transportation revenue.

Previous 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.

Current wording

The remaining 37% of our North America segment’s 2025 total revenues were comprised of onboard and other revenues, which increased by $306 million, or 6.5%, to $5.0 billion in 2025 from $4.7 billion in 2024.

Previous 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.

Current wording

Passenger ticket revenues made up 77% of our Europe segment’s 2025 total revenues. Passenger ticket revenues increased by $452 million, or 10%, to $4.9 billion in 2025 from $4.5 billion in 2024.

Previous wording

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.

Current wording

The remaining 23% of our Europe segment’s 2025 total revenues were comprised of onboard and other revenues, which increased by $143 million, or 11%, to $1.5 billion in 2025 from $1.3 billion in 2024.

Previous wording

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

Current wording

•$67 million - higher onboard spending by our guests

Previous wording

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

Current wording

Operating expenses increased by $232 million, or 2.0%, to $12.0 billion in 2025 from $11.8 billion in 2024.

Previous wording

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

Current wording

•$63 million - higher commissions, transportation costs, and other expenses driven by increased ticket pricing and an increase in the number of guests

Previous wording

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

Current wording

Depreciation and amortization expenses increased by $166 million, or 8.7%, to $2.1 billion in 2025 from $1.9 billion in 2024.

Previous wording

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

Current wording

Selling and administrative expenses increased by $8 million, or 0.6%, and were $1.4 billion in 2025 and 2024.

Previous wording

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

Current wording

Depreciation and amortization expenses increased by $108 million, or 8.8%, to $1.3 billion in 2025 from $1.2 billion in 2024.

Previous 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.

Current wording

Depreciation and amortization expenses increased by $51 million, or 10%, to $552 million in 2025 from $501 million in 2024. This increase was driven by fleet enhancements and increases in capacity.

Previous 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.

Current wording

Our consolidated operating income increased by $735 million to $3.7 billion in 2025 from $3.0 billion in 2024. Our North America segment’s operating income increased by $484 million to $2.7 billion in 2025 from $2.2 billion in 2024, and our Europe segment’s operating income increased by $260 million to $1.3 billion in 2025 from $1.1 billion in 2024. These changes were primarily due to the reasons discussed above.

Previous wording

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.

Current wording

Interest expense, net of capitalized interest decreased by $317 million, or 23%, to $1.0 billion in 2025 from $1.4 billion 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 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.

Current wording

Debt extinguishment and modification costs increased by $288 million to $366 million in 2025 from $78 million in 2024 as a result of debt transactions occurring during the respective periods.

Previous 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.

Current wording

As of August 31, 2025, we had $6.3 billion of liquidity including $1.8 billion of cash and cash equivalents and $4.5 billion available for borrowing under the Revolving Facility. In addition, we had$8.7 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. 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 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.

Current wording

We had a working capital deficit of$7.6 billion as of August 31, 2025 compared to a working capital deficit of $8.2 billion as of November 30, 2024. The decrease in working capital deficit was caused by an increase in cash and cash equivalents and decreases in accrued liabilities and other and current portion of long-term debt, partially offset by an increase in customer deposits. 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$6.7 billion and $6.4 billion of current customer deposits as of August 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 $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).

Current wording

Our business provided $4.7 billion of net cash flows from operating activities during the nine months ended August 31, 2025, a decrease of $0.3 billion, compared to $5.0 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), partially offset by an increase in net income compared to the same period in 2024.

Previous wording

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

Current wording

During the nine months ended August 31, 2025, net cash used in investing activities of $1.8 billion was caused by:

Previous wording

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

Current wording

•Capital expenditures of $2.1 billion primarily attributable to ship improvements and development of our portfolio of exclusive destinations

Previous 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.

Current wording

During the nine months ended August 31, 2024, net cash used in investing activities was $4.0 billion. This was caused by capital expenditures of $4.0 billion primarily attributable to the delivery of two North America segment ships and one Europe segment ship.

Previous wording

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

Current wording

During the nine months ended August 31, 2025, net cash used in financing activities of $2.4 billion was caused by:

Previous wording

•Debt issuance costs of $41 million

Current wording

•Debt issuance costs of $68 million

Previous wording

•Debt extinguishment costs of $197 million

Current wording

•Debt extinguishment costs of $242 million

Previous wording

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

Current wording

During the nine months ended August 31, 2024, net cash used in financing activities of $2.0 billion was driven by:

Previous wording

•Debt issuance costs of $117 million

Current wording

•Debt issuance costs of $122 million