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CARNIVAL PLC - Quarter Report: 2025 August (Form 10-Q)

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
32
Item 4.
Controls and Procedures
33
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
34
Item 1A.
Risk Factors
34
Item 5.
Other Information
34
Item 6.
Exhibits
35
SIGNATURES
37

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in millions, except per share data)
 
 Three Months Ended August 31,Nine Months Ended
August 31,
 2025202420252024
Passenger ticket$ $ $ $ 
Onboard and other    
Total Revenues    
Cruise and tour operating expenses:
Commissions, transportation and other    
Onboard and other    
Payroll and related    
Fuel    
Food    
Other operating    
Total Cruise and tour operating expenses    
Selling and administrative expense    
Depreciation and amortization expense    
Operating Income    
Interest income    
Interest expense, net of capitalized interest()()()()
Debt extinguishment and modification costs()()()()
Other income (expense), net()()()()
Advances to affiliates()()
Other  
Net cash provided by (used in) investing activities()()
FINANCING ACTIVITIES
Principal repayments of long-term debt()()
Debt issuance costs()()
Debt extinguishment costs()()
Proceeds from issuance of long-term debt  
Other  
Net cash provided by (used in) financing activities()()
Effect of exchange rate changes on cash, cash equivalents and restricted cash  
Net increase (decrease) in cash, cash equivalents and restricted cash ()
Cash, cash equivalents and restricted cash at beginning of period  
Cash, cash equivalents and restricted cash at end of period$ $ 

The accompanying notes are an integral part of these consolidated financial statements.
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CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in millions)
Three Months Ended
Common
stock		Ordinary
shares		Additional
paid-in
capital		Retained
earnings		AOCITreasury
stock		Total shareholders’ equity
At May 31, 2025$ $ $ $ $()$()$ 
Net income— — —  — —  
Other comprehensive income (loss)— — — —  —  
Share-based compensation and other— —  — — —  
At August 31, 2025$ $ $ $ $()$()$ 
At May 31, 2024$ $ $ $ $()$()$ 
Net income— — —  — —  
Other comprehensive income (loss)— — — —  —  
Share-based compensation and other— —  — — —  
At August 31, 2024$ $ $ $ $()$()$ 

Nine Months Ended
Common
stock		Ordinary
shares		Additional
paid-in
capital		Retained
earnings		AOCITreasury
stock		Total shareholders’ equity
At November 30, 2024$ $ $ $ $()$()$ 
Net income— — —  — —  
Other comprehensive income (loss)— — — —  —  
Issuance of treasury shares for vested share-based awards— — — ()—   
Share-based compensation and other— —  — — () 
At August 31, 2025$ $ $ $ $()$()$ 
At November 30, 2023$ $ $ $ $()$()$ 
Net income— — —  — —  
Other comprehensive income (loss)— — — —  —  
Issuance of treasury shares for vested share-based awards— — ()— —   
Share-based compensation and other— —  — — () 
At August 31, 2024$ $ $ $ $()$()$ 

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

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CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 –


For 2024, we reclassified $ million from other to greenhouse gas regulatory expense and $ million from other to advances to affiliates 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.

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NOTE 2 –

 million and $ 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 commencement of 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 $ billion as of August 31, 2025 and $ billion as of November 30, 2024. During the nine months ended August 31, 2025 and 2024, we recognized revenues of $ billion and $ 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

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. These receivables are included within trade and other receivables, net and are less allowances for expected credit losses.

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 million as of August 31, 2025 and $ million as of November 30, 2024.
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NOTE 3 –

%$ $ NotesAug 2028%  NotesAug 2029%  LoansFloating rate (b)Aug 2027 - Oct 2028
SOFR + % (c)
            Total Secured Subsidiary Guaranteed  Senior Priority Subsidiary GuaranteedNotes (b)May 2028%  Unsecured Subsidiary GuaranteedNotesNotes (b)Mar 2026%  Notes (b)Mar 2027%  Convertible NotesDec 2027%  NotesMay 2029%  EUR NotesJan 2030%  NotesMar 2030%  Notes (b)Jun 2030%  NotesJun 2031%  EUR NotesJul 2031%  NotesAug 2032%  NotesFeb 2033%  LoansEUR floating rate (d)Apr 2025
EURIBOR + %
  Floating rateAug 2027
SOFR + %
  Export Credit FacilitiesFloating rateDec 2031
SOFR + % (e)
  Fixed rateAug 2027 - Dec 2032
- %
  EUR floating rateOct 2026 - Nov 2034
EURIBOR + - %
  EUR fixed rateFeb 2031 - Sep 2037
- %
            Total Unsecured Subsidiary Guaranteed  Unsecured (No Subsidiary Guarantee)NotesNotesJan 2028%  EUR NotesOct 2029%  LoansEUR floating rate (d)Apr 2029
EURIBOR + %
            Total Unsecured (No Subsidiary Guarantee)  Total Debt  Less: unamortized debt issuance costs and discounts()()Total Debt, net of unamortized debt issuance costs and discounts  Less: current portion of long-term debt()()Long-Term Debt$ $ 
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% floor.
(b)See “Debt Prepayments” below.
(c)As part of the repricing of our senior secured term loans, we amended the loans’ margin from % to %. See “Repricing of Senior Secured Term Loans” below.
(d)In April 2025, the euro floating rate loan agreement was amended to increase the principal amount by $ million, extend its maturity from April 2025 to April 2029, amend the loan’s margin from % to % and remove the subsidiary guarantee.
(e)Includes applicable credit adjustment spread.

As of August 31, 2025, all of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the $ billion of export credit facilities of Sun Princess Limited and Sun Princess II Limited (“Sun Princess II”), which do not guarantee our other outstanding debt.

 
2026
 
2027
 
2028
 
2029
 Thereafter Total$ 

Revolving Facility

In June 2025, Carnival Corporation and Carnival plc entered into a $ billion unsecured multi-currency revolving credit facility (“Revolving Facility”). The Revolving Facility replaced the $ billion, € billion and £ billion multi-currency revolving credit facility of Carnival Holdings (Bermuda) II Limited, a subsidiary of Carnival Corporation. The Revolving Facility contains an accordion feature allowing up to $ billion of additional revolving commitments. We may borrow or utilize available amounts under the Revolving Facility through its maturity in June 2030, subject to the satisfaction of the conditions in the facility.

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

As of August 31, 2025 we had $ billion available for borrowings under the 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 were included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above. In July 2025, the Repriced Loans were prepaid.

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billion of % senior unsecured notes due 2030
•$ billion of % senior unsecured notes due 2031
•$ billion of % senior unsecured euro notes due 2031
•$ billion of % senior unsecured notes due 2032
•$ billion of % senior unsecured notes due 2033

Additionally, we borrowed $ billion under an unsecured term loan facility maturing in 2027. The term loan bears interest at a rate per annum equal to SOFR plus %.

Debt Prepayments

During 2025, we used proceeds from debt issuances and borrowings, together with cash on hand, to prepay the following debt instruments:
•First-priority senior secured term loan facilities maturing in 2027 and 2028
•% senior unsecured notes due 2030
•% senior priority notes due 2028
•% senior unsecured notes due 2026
•% senior unsecured notes due 2027

The aggregate amount of these prepayments was $ billion.

Debt Extinguishment and Modification Costs

During the three and nine months ended August 31, 2025, we recognized a total of $ million and $ million of debt extinguishment and modification costs, including $ million and $ million of premium paid on redemption, 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 August 31, 2025, we had $ billion of undrawn export credit facilities to fund ship deliveries planned through 2033. As of August 31, 2025, the net book value of our ships subject to negative pledges pursuant to export credit facilities was $ billion. In September 2025, Sun Princess II borrowed $ billion under an export credit facility due in semi-annual installments through 2037.

Collateral Pool

As of August 31, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $ 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 $ billion, including $ billion related to ships and certain assets related to those ships as of August 31, 2025) and certain other assets.

Convertible Notes

In September 2025, we issued a notice of redemption for the entire outstanding principal amount of the % convertible senior notes due 2027, to be redeemed on December 5th, 2025.

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to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates
•For our unsecured euro floating rate loan and export credit facilities, maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $ billion
•Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed %
•For our export credit facilities, maintain minimum liquidity of $ billion
•Limit the amounts of our secured assets as well as secured and other indebtedness

At August 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 could become due, and our debt 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 –

 million plus $ 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. 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.

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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 past 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 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.

Under the European Union Treaty, certain economic benefits that are provided to us under Italian law are subject to approval on a periodic basis by the European Commission. In May 2025, these economic benefits were approved through December 31, 2033.

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.

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 August 31, 2025, our new ship growth capital commitments were $ billion for the remainder of 2025 and $ billion, $ billion, $ billion, $ billion and $ billion for the years ending November 30, 2026, 2027, 2028, 2029 and thereafter.

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NOTE 5 –

 $ $ $ $ $ $ $ Floating rate debt (a)        Total$ $ $ $ $ $ $ $ 
 
(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.

 $ $ $ $ $ Derivative financial instruments      Total$ $ $ $ $ $ LiabilitiesDerivative financial instruments$ $ $ $ $ $ Total$ $ $ $ $ $ 

(a)Consists of money market funds and cash investments with original maturities of less than 90 days.
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impairment for goodwill or trademarks.

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

 $ $ Exchange movements   August 31, 2025$ $ $ 

 $ Total derivative assets$ $ Derivative liabilitiesDerivatives designated as hedging instrumentsInterest rate swaps (a)Other long-term liabilities$ $ Total derivative liabilities$ $ 

(a)As of November 30, 2024, we had interest rate swaps whereby we receive floating interest rate payments in exchange for making fixed interest rate payments. The SOFR-based interest rate swap agreements were designated as cash flow hedges and effectively changed $ billion of SOFR-based floating rate debt to fixed rate debt. The SOFR-based interest rate swaps were terminated in July 2025. The EURIBOR-based interest rate swap was not designated as a cash flow hedge and effectively changed $ million of EURIBOR-based floating rate euro debt to fixed rate euro debt. The EURIBOR-based interest rate swap matured in March 2025.


NOTE 8 –

 $ Restricted cash (included in prepaid expenses and other and other assets)  Total cash, cash equivalents and restricted cash (Consolidated Statements
of Cash Flows)$ $ 

In June 2025, emission allowances and obligations of $ million were surrendered and derecognized based on the first-in, first out method, and were non-cash activities.

NOTE 9 –

North America segment ship and Europe segment ship, which represents a passenger-capacity reduction of berths for our North America segment and 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.

NOTE 10 –



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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 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. There may be additional risks that we consider immaterial or which are unknown.

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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

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.

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.





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Statistical Information
Three Months Ended
August 31,
Nine Months Ended
August 31,
2025202420252024
Passenger Cruise Days (“PCDs”) (in millions) (a)
27.5 28.1 77.1 76.0 
Available Lower Berth Days (“ALBDs”) (in millions) (b) (c)
24.6 25.2 72.3 71.7 
Occupancy percentage (d)112 %112 %107 %106 %
Passengers carried (in millions)
3.8 3.9 10.3 10.3 
Fuel consumption in metric tons (in millions)
0.7 0.7 2.1 2.2 
Fuel consumption in metric tons per thousand ALBDs28.0 29.5 29.4 31.0 
Fuel cost per metric ton consumed (excluding European Union Allowance (“EU Allowances”))$607 $670 $621 $680 
Currencies (USD to 1)
AUD$0.65 $0.67 $0.64 $0.66 
CAD$0.73 $0.73 $0.71 $0.74 
EUR$1.16 $1.09 $1.10 $1.08 
GBP$1.35 $1.28 $1.30 $1.27 

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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 August 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 August 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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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 August 31, 2025, no director or Section 16 officer or 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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Item 6. Exhibits.
INDEX TO EXHIBITS
Incorporated by ReferenceFiled/
Furnished
Herewith
Exhibit
Number 		Exhibit DescriptionFormExhibitFiling
Date
Articles of incorporation and by-laws
3.1   8-K3.14/17/2003
3.2   8-K3.14/20/2009
3.3   8-K3.34/20/2009
Material Contracts
10.1X
10.2X
10.3X
10.4*X
10.5*X
Rule 13a-14(a)/15d-14(a) certifications
31.1X
31.2X
31.3X
31.4X
Section 1350 certifications
32.1**X
32.2**X
32.3**X
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INDEX TO EXHIBITS
Incorporated by ReferenceFiled/
Furnished
Herewith
Exhibit
Number 		Exhibit DescriptionFormExhibitFiling
Date
32.4**X
Interactive Data File
101
The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2025, as filed with the Securities and Exchange Commission on September 29, 2025, formatted in Inline XBRL, are as follows:
(i) the Consolidated Statements of Income (Loss) for the three and nine months ended August 31, 2025 and 2024;
X
(ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended August 31, 2025 and 2024;
X
(iii) the Consolidated Balance Sheets at August 31, 2025 and November 30, 2024;
X
(iv) the Consolidated Statements of Cash Flows for the nine months ended August 31, 2025 and 2024;
X
(v) the Consolidated Statements of Shareholders’ Equity for the three and nine months ended August 31, 2025 and 2024;
X
(vi) the notes to the consolidated financial statements, tagged in summary and detail.X
104
The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2025, as filed with the Securities and Exchange Commission on September 29, 2025, formatted in Inline XBRL (included as Exhibit 101).
*Indicates a management contract or compensation plan or arrangement.
**These items are furnished and not filed.

36
Table of Content
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CARNIVAL CORPORATIONCARNIVAL PLC
/s/ Josh Weinstein/s/ Josh Weinstein
Josh WeinsteinJosh Weinstein
Chief Executive OfficerChief Executive Officer
/s/ David Bernstein/s/ David Bernstein
David BernsteinDavid Bernstein
Chief Financial Officer and Chief Accounting OfficerChief Financial Officer and Chief Accounting Officer
Date: September 29, 2025Date: September 29, 2025


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