CARNIVAL CORP

Previous wording

•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.

Current wording

•Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, 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.

Previous wording

•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.

Current wording

•Adverse weather conditions or an increase in the frequency and/or severity of adverse weather conditions could have a material impact on our business and results of operations.

Previous wording

•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.

Current wording

•Our targets, goals, aspirations, initiatives, public statements and disclosures, including those related to sustainability matters, may expose us to risks that may adversely impact our business.

Previous wording

•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.

Current wording

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

Previous wording

•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.

Current wording

•Our debt requires a significant amount of cash to service and our ability to generate sufficient cash depends on many factors, some of which may be beyond our control. Our financial condition and operations could be adversely impacted if we are unable to service our debt or satisfy our covenants.

Previous wording

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

Current wording

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

Previous wording

•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.

Current wording

•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 measures, labor and employment, and tax may be costly and lead to litigation, enforcement actions, fines, penalties and reputational damage.

Previous 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.

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. Additional information about the factors that may affect future results is contained in our most recent Annual Report on Form 10-K as well as our other filings with the SEC, all of which are available on the SEC's website at www.sec.gov.

Previous wording

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.

Current wording

Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals (including emissions and environmental-related matters). In addition, historical, current, and forward-looking sustainability-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.

Previous wording

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

Current wording

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

Previous 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.

Current wording

We believe changes in the cost of fuel, fluctuations in foreign currency exchange rates and new and evolving regulatory requirements related to the reduction of greenhouse gas emissions are reasonably likely to impact our profitability in both the short and long-term. 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 2025 was $91 million, which represented costs associated with 70% of emissions under the ETS operational scope. In 2026, all in scope emissions will be impacted.

Previous 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.

Current wording

(c)For the three months ended February 28, 2026 compared to the three months ended February 28, 2025, we had a 0.5% capacity increase in ALBDs comprised of a 1.4% capacity increase in our North America segment and a 1.3% capacity decrease in our Europe segment.

Previous wording

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

Current wording

•Our North America segment’s capacity increase was caused by a Princess Cruises 4,310-passenger capacity ship that entered into service in September 2025, partially offset by a P&O Cruises (Australia) 2,000-passenger capacity ship that left the fleet in February 2025.

Previous wording

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

Current wording

•Our Europe segment’s capacity decrease was caused by more ship dry-dock days in 2026 compared to 2025.

Previous 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.

Current wording

Passenger ticket revenues made up 65% of our 2026 total revenues. Passenger ticket revenues increased by $191 million, or 5.0%, to $4.0 billion in 2026 from $3.8 billion in 2025.

Previous wording

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

Current wording

These increases were partially offset by a decrease of $27 million in air transportation revenue.

Previous 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.

Current wording

Passenger ticket revenues made up 77% of our Europe segment’s 2026 total revenues. Passenger ticket revenues increased by $172 million, or 12%, to $1.6 billion in 2026 from $1.4 billion in 2025.

Previous wording

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

Current wording

These increases were partially offset by a decrease of $21 million in air transportation revenue.

Previous 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.

Current wording

The remaining 23% of our Europe segment’s 2026 total revenues were comprised of Onboard and other revenues, which increased by $68 million, or 16%, to $480 million in 2026 from $413 million in 2025. This increase was driven by a net favorable foreign currency translation impact of $49 million.

Previous wording

These increases were partially offset by a 2.5% capacity decrease in ALBDs, representing $65 million.

Current wording

These increases were partially offset by:

Previous wording

Operating expenses increased by $227 million, or 6.4%, to $3.8 billion in 2025 from $3.6 billion in 2024.

Current wording

Depreciation and amortization expenses increased by $42 million, or 6.4%, to $696 million in 2026 from $654 million in 2025.

Previous wording

Selling and administrative expenses increased by $16 million, or 2.1%, to $779 million in 2025 from $763 million in 2024.

Current wording

Selling and administrative expenses increased by $16 million, or 3.0%, to $537 million in 2026 from $521 million in 2025.

Previous wording

Operating expenses increased by $135 million, or 12%, to $1.3 billion in 2025 from $1.2 billion in 2024.

Current wording

Operating expenses increased by $151 million, or 12%, to $1.4 billion in 2026 from $1.3 billion in 2025.

Previous 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.

Current wording

Our consolidated operating income increased by $64 million to $607 million in 2026 from $543 million in 2025. Our North America segment’s operating income increased by $54 million to $569 million in 2026 from $516 million in 2025, and our Europe segment’s operating income increased by $30 million to $170 million in 2026 from $140 million in 2025. These changes were primarily due to the reasons discussed above.

Previous 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.

Current wording

Interest expense, net of capitalized interest decreased by $85 million, or 23%, to $291 million in 2026 from $377 million in 2025. The decrease was caused by lower average interest rates and a decrease in total debt.

Previous 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.

Current wording

As of February 28, 2026, we had $5.9 billion of liquidity including $1.4 billion of cash and cash equivalents and $4.5 billion available for borrowing under our multicurrency revolving credit facility. In addition, we had$10.9 billion of undrawn export credit facilities to fund future ship deliveries.

Previous 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.

Current wording

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 $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.

Current wording

Our business provided $1.3 billion of net cash flows from operating activities during the three months ended February 28, 2026, an increase of $0.3 billion, compared to $0.9 billion provided for the same period in 2025. This was caused by an improvement in our earnings with $263 million of net income in 2026 compared to $75 million of net loss in 2025 and other working capital changes, partially offset by the nonrecurrence of losses on debt extinguishment.

Previous wording

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

Current wording

During the three months ended February 28, 2026, net cash used in investing activities of $597 million was driven by capital expenditures of $566 million substantially all attributable to ship improvements and development of our portfolio of exclusive destinations.

Previous 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.

Current 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.

Previous wording

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

Current wording

During the three months ended February 28, 2026, net cash used in financing activities of $1.2 billion was driven by:

Previous wording

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

Current wording

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

Previous wording

•Debt issuance costs of $68 million

Current wording

•Debt issuance costs of $24 million

Previous wording

•Debt extinguishment costs of $242 million

Current wording

•Debt extinguishment costs of $197 million