Carnival (CCL) 10-K risk factor changes: FY2021 vs FY2020

*a.* *COVID-19 has had, and is expected to continue to have, a significant impact on our financial condition and [removed: operations, which impacts our ability to obtain acceptable financing to fund resulting reductions in cash from] operations.

The current, and uncertain future, impact of [removed: the COVID-19 outbreak,] [added: COVID-19,] including its effect on the ability or desire of people to travel (including on cruises), is expected to continue to impact our results, operations, outlooks, plans, goals, reputation, litigation, cash flows, liquidity, and stock price.*

[removed: In addition, we] [added: We] have been, and will continue to [removed: be] [added: be,] negatively impacted by [removed: related developments, including heightened governmental regulations,] travel [removed: bans and travel] advisories and [removed: restrictions] [added: evolving, conflicting] and [added: complex restrictions,] recommendations [removed: by the U.S. Department of State, the CDC] and [removed: other] [added: regulations set by various] governmental authorities.

[removed: In addition, the] [added: The] industry is subject to and may be further subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, and these requirements may be [removed: costly and] [added: costly,] take a significant amount of time to implement across our global cruise [removed: operations.][added: operations and may result in disruptions in guest cruise operations, incremental costs and loss of revenue.]

Due to [removed: the outbreak of COVID-19 on some of] [added: COVID-19, we, as well as] our [removed: ships, and the resulting illness and loss of life in certain instances, we] [added: industry,] have been the subject of negative publicity, which could have a [removed: long term] [added: long-term] impact on the appeal of our brands, which would diminish demand for vacations on our vessels.

We cannot predict how long the negative impact of media attention on our brands [added: or our industry] will last, or the level of investment that will be required to address the concerns of potential travelers through marketing and pricing actions.

We cannot predict the quantum or outcome of any such proceedings, some of which could result in the imposition of civil and criminal penalties in the future, and the impact that they will have on our financial results, but any such impact may [added: be material.]

In connection with our capacity optimization strategy, we have [removed: accelerated] [added: and may continue to accelerate] the removal of ships from our [removed: fleet in 2020 which were previously expected to be sold over the ensuing years.][added: fleet.]

Some [removed: of these] agreements for the disposal of vessels [removed: are] [added: have been] for recycling.

We cannot predict the timing of our complete return to service [added: at historical occupancy levels] and when [removed: various] [added: certain] ports will reopen to our ships.

If [removed: we are delayed in recommencing] [added: our gradual resumption of] guest cruise operations [added: is delayed] or there [removed: is a further pause] [added: are future pauses or additional disruptions] in the resumption of [removed: limited] guest [added: cruise] operations, it could further negatively impact our liquidity.

As our business is seasonal, the impact of [added: such] a delay or [removed: further] [added: future] pause in the resumption of guest cruise operations will be heightened if such delay or [added: future] pause occurs during the Northern Hemisphere summer months.

Moreover, even as travel advisories and restrictions are lifted, demand for cruises may [removed: remain weak for a significant length of time] [added: continue to be impacted] and we cannot predict if and when each brand will return to pre-outbreak [removed: demand] [added: demand, occupancy] or [removed: fare] pricing.

We have never previously experienced a complete cessation [added: and subsequent gradual resumption] of our guest cruise operations, and as a consequence, our ability to be predictive regarding the [removed: impact of such a cessation] [added: impacts] on our brands and future prospects is uncertain.

In particular, we cannot predict the impact on our financial performance and cash flows (including as required for cash refunds of deposits) [removed: as a result of the current pause in our guest cruise operations, which may be prolonged,] and the public’s concern regarding the health and safety of travel, especially by cruise ship, and related decreases in demand for travel and cruising.

Moreover, our ability to attract and retain guests and our ability to hire and the amounts we must pay our crew [removed: depends,] [added: depend,] in part, upon the perception and reputation of our company and our brands and the public’s concerns regarding the health and safety of travel generally, as well as regarding the cruising industry and our ships specifically.

The extent of the effects of [removed: the outbreak] [added: COVID-19] on our business and the cruising industry at large is highly uncertain and will ultimately depend on future developments, including, but not limited to, the duration and [added: continued] severity [removed: of the outbreak,] [added: and] the length of time it takes for [removed: demand and pricing to return and normal economic and] operating conditions to [removed: resume.][added: return the company to profitability.]

To the extent COVID-19 [added: continues to] adversely [removed: affects] [added: affect] our business, operations, financial condition and operating results, it may also have the effect of heightening many other risks.

We may [removed: be able to] incur [removed: substantial] additional debt in the future.

*d.* *We are subject to [added: maintenance covenants, as well as] restrictive debt [removed: covenants] [added: covenants,] that may limit our ability to finance future operations and capital needs and [removed: to] pursue business opportunities and activities.

[removed: In addition, if] [added: If] we fail to comply with any of these [removed: restrictions,] [added: covenants,] it could have a material adverse effect on [removed: the company*.][added: our business*.]

- pay dividends or distributions [removed: on,] [added: on] or redeem or repurchase capital stock and make other restricted payments;

Despite these exceptions and qualifications, we cannot [removed: assure you] [added: provide assurance] that the operating and financial restrictions and covenants in certain of our debt instruments will not adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest.

In addition, many of our debt agreements contain one or more financial covenants that require us to maintain a minimum [removed: debt service] [added: liquidity, interest] coverage, [removed: maintain minimum shareholders] [added: and shareholders’] equity and/or limit our debt to capital percentage.

If we breach any of these covenants or restrictions, we could be in default under the terms of certain of our debt facilities and the relevant lenders could elect to declare the debt, together with accrued and unpaid interest and other fees, if any, immediately due and payable [added: (or cancel any unfunded commitments, if applicable)] and proceed against any collateral, if any, securing that debt.

If the debt under certain of our debt instruments that we enter into were to be accelerated, our assets may be insufficient to repay [removed: in full] our [removed: debt.][added: debt in full.]

Borrowings under other debt instruments that contain cross-default provisions [removed: also] may [added: also] be accelerated or become payable on demand.

In these circumstances, our assets may not be sufficient to repay [removed: in full] our indebtedness then [removed: outstanding.][added: outstanding in full.]

*f.* *Our variable rate indebtedness [removed: subjects] [added: exposes] us to interest rate [removed: risk,] [added: volatility,] which could cause our debt service obligations to increase significantly*.

Borrowings under certain of our facilities are at variable rates of interest and expose us to interest rate [removed: risk.][added: volatility.]

The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of, among other entities, large U.S. financial institutions, [removed: is considering] [added: has recommended] replacing U.S. dollar LIBOR with a new index that measures the cost of borrowing cash overnight, backed by U.S. Treasury securities (“SOFR”).

[removed: The] [added: While we continue to monitor market developments to assess replacement rate options, the] consequences of these developments with respect to LIBOR cannot be entirely predicted [removed: but] [added: and] may result in the level of interest payments on the portion of our indebtedness that bears interest at variable rates to be affected, which may adversely impact the amount of our interest payments under such debt.

As a result, the failure to [removed: obtain] [added: comply with] the financial [removed: covenant amendments described above] [added: covenants of our debt facilities] would have a material adverse [removed: effect.][added: effect as described above.]

[added: In certain of our debt facilities, there is a requirement that if the credit rating of our senior indebtedness should fall below investment] grade (which occurred on June 24, 2020) and at such time we have granted liens or security interests in respect of indebtedness in an amount exceeding 25% of our total assets (excluding for these purposes the value of any intangible assets) as shown in our most recent Consolidated Balance Sheet, then we will be required to provide a first-priority security interest in certain designated assets.

We have [removed: been] [added: been,] and may continue to [removed: be] [added: be,] impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks and other general concerns.

Additionally, we have [removed: been] [added: been,] and may continue to [removed: be] [added: be,] impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, government policies increasing the difficulty of travel and limitations on issuing international travel visas.

Incidents concerning our ships, guests or the cruise vacation industry [removed: as well as adverse weather conditions and other natural disasters] have in the past and may, in the future, impact the satisfaction of our guests and crew and lead to reputational damage.*

Such incidents include, but are not limited to, the improper operation or maintenance of ships, motorcoaches and trains; guest and crew illnesses; mechanical failures, fires and collisions; repair delays, groundings and navigational errors; oil spills and other maritime and environmental issues as well as other incidents at [removed: sea or] [added: sea,] while in port or on land which may cause guest and crew discomfort, injury, or death.

Our ability to attract and retain [removed: guests and] [added: guests,] our ability to hire and the amounts we must pay our crew depend, in part, upon the perception and reputation of our company and our brands and the public’s concerns regarding the health and safety of travel generally, as well as [removed: regarding] the cruising industry and our ships specifically.

Our cruise ships, hotels, land tours, port and related commercial facilities and shore excursions [added: have been and] may [added: continue to] be impacted by adverse weather patterns or other natural disasters, such as hurricanes, earthquakes, floods, fires, tornadoes, tsunamis, typhoons and volcanic eruptions.

In addition to the effects of the COVID-19 pandemic and resulting global disruptions on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks discussed below.

These restrictions, recommendations and regulations have and may continue to impact our ability to operate our business in an optimal manner.

As we continue our gradual return to service, we expect to continue incurring incremental restart-related spend, including the cost of returning ships to guest cruise operations and returning crew members to our ships as well as the incremental costs of maintaining enhanced health and safety protocols.

We intend to continue to make vaccines available to all of our shipboard employees, but there can be no assurances that we will be able to source sufficient vaccines for our global crew.

In addition, although vaccines have proven to be effective in mitigating the risks of COVID-19, there is no guarantee that the vaccines will continue to be effective against future variants.

As a result of the impact of COVID-19, we expect lower occupancy levels during our resumption of guest cruise operations and cannot predict when we will be able to achieve historical occupancy levels.

In addition, our ability to re-hire crew may be negatively impacted as some have obtained alternative employment during the pause in guest cruise operations.

We are also subject to financial covenants that could lead to an acceleration of the indebtedness of our debt facilities if we fail to comply.

At November 30, 2021, we were in compliance with the applicable covenants under our debt agreements, however, we cannot provide assurance that we will be able to maintain compliance for such debt facilities as of future testing dates.

At the end of 2021, the ICE Benchmark Administration, the administrator for LIBOR, ceased publishing one-week and two-month U.S. dollar LIBOR and will cease publishing all remaining U.S. dollar LIBOR tenors in mid-2023.

Concurrently, the United Kingdom’s Financial Conduct Authority announced the cessation or loss of representativeness of the U.S. dollar LIBOR tenors

from those dates.

In addition, the accelerating pace of regulatory changes may affect our ability to comply.

Refer to Operating Risk Factor d.

below for additional discussion on climate change regulation risks.

We have incurred legal and other costs in connection with cyber incidents relating to such sensitive data.

Refer to Operating Risk Factor f.

below for additional discussion of data security risks.

For example, the Organization for Economic Co-operation and Development (“OECD”) has proposed a multi-jurisdictional inclusive framework to address base erosion and profit sharing that, if enacted by relevant jurisdictions, may result in increased tax expense.

Factors associated with climate change, including evolving and increasing regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could adversely affect our business.*

Growing concerns regarding climate change have resulted in increased global regulatory focus on greenhouse gas (“GHG”) and other emissions which may have material impacts on our business.

For example, we may be impacted by the EU’s Fit for 55 package, which includes proposed updates to the ETS relating to the need to acquire carbon emission allowances, proposed reforms to the EU’s ETD, which imposes taxes on fuel purchased in the EU, as well as a new regulatory proposal, the FuelEU Maritime initiative, which sets out a long-term framework to reduce emissions by increasing the use of sustainable alternative fuels and shore power.

In addition, the IMO is currently considering various other proposals which aim to reduce emissions within the global shipping industry.

If enacted, these regulations and reforms may individually or collectively have a material impact on our operating costs and profitability.

Regulatory efforts, both internationally and in the U.S., are evolving, including the international alignment of such efforts, and we cannot determine what final regulations will be enacted or their ultimate impact on our business.

Climate change-related regulatory activity and developments that require us to reduce our emissions, which includes both the EU and IMO proposals discussed above, may adversely affect our business and financial results by requiring us to make capital investments in new equipment or technologies, pay for carbon emissions, purchase carbon offset credits, or otherwise incur additional costs or take additional actions related to our emissions.

Such activity may also impact us indirectly by increasing our operating costs, including fuel costs.

Regulatory developments may also result in the inability to operate ships that do not meet certain standards, the acceleration of the removal of less fuel efficient ships from our fleet and impact the resale value of our ships in the future.

Growing recognition among consumers globally of the negative effects of climate change and the impact of GHG and other emissions may lead to material changes in consumer preferences.

For instance, our guests may choose a vacation option that they perceive as operating in a manner that is more sustainable for the climate, seek alternative methods of travel, or reduce the amount and frequency of their travel.

In addition, some environmental focused groups have and may continue to generate negative publicity regarding the environmental impact of the cruise vacation industry and are advocating for more stringent

regulation of ship emissions while the ship is docked and at sea.

Growing environmental scrutiny of our industry from the investment community, other stakeholders, and the media could impact how we are perceived which may have a material impact on our operations and financial results.

Certain climate related actions and investments we make today may not lead us to our intended future emissions related goals or may not be favorably perceived in future years based on continuing evolving regulations and perceptions around effective emissions mitigation strategies and technologies.

The physical climate-related risks to our business include increased hurricane/typhoon intensity and frequency, increases in global temperatures and rising sea levels which may adversely impact our shoreside facilities, our investments in ports or the availability or desirability of ports and destinations in which we operate.

These effects may also disrupt the supply of critical goods and services to our facilities and ships.

Such activity could have a material impact on our business and profitability.

Inability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them, may expose us to risks that may adversely impact our business.*

We have developed and will continue to establish goals, targets, and other objectives related to sustainability matters.

These statements reflect our current plans and do not constitute a guarantee that they will be achieved.

In addition, the current global economic climate amplifies many of these risks.

Although we began the resumption of limited guest operations in September 2020 with cruises by Costa and in October 2020 with cruises by AIDA, as of January 14, 2021, none of our ships were operating with guests onboard.

The pause with respect to these and other brands and ships may be prolonged.

We incurred significant costs as we paused our guest cruise operations, provided air transportation to return our passengers to their home destinations, repatriated shipboard team members and assisted some of our crew that were unable to return home with food and housing.

We will continue to incur COVID-19 related costs as we implement additional hygiene-related protocols to our ships, as well as prepare for the continued resumption of guest operations.

In October 2020, the CDC announced a framework for a phased resumption of cruise ship passenger operations in U.S. waters.

The current framework consists of several initial requirements that cruise ship operators such as us would need to follow prior to resuming guest operations, including those relating to testing and additional safeguards for crew members and the development of laboratory capacity needed to test future passengers.

We are in the process of evaluating the CDC’s current framework and believe there are a significant number of requirements that must be evaluated in the context of our plans to resume operations.

Further, the current framework is subject to additional technical instructions and orders from the CDC (including in connection with subsequent phases for resumption, which are expected to include simulated voyages and certification requirements) that are currently uncertain and will require further evaluation as we seek to resume operations.

Implementing these initial and subsequent requirements may result in an increase in cost and take time before the resumption of our guest operations.

be material.

We also remain subject to extensive, complex, and closely monitored obligations under the court-ordered environmental compliance plan supervised by the U.S. District Court for the Southern District of Florida, as a result of the previously disclosed settlement agreement relating to the violation of probation conditions for a plea agreement entered into by Princess Cruises and the U.S. Department of Justice in 2016.

We remain fully committed to satisfying those obligations.

We have insurance coverage for certain liabilities, costs and expenses related to COVID-19 through our participation in Protection and Indemnity (“P&I”) clubs, including coverage for direct and incremental costs including, but not limited to, certain quarantine expenses and for certain liabilities to passengers and crew.

P&I clubs are mutual indemnity associations owned by members.

There is a $10 million deductible per occurrence (meaning per outbreak on a particular ship).

We cannot assure you that we will receive insurance proceeds that will compensate us fully for our liabilities, costs and expenses that exceed the $10 million deductible under these policies.

We have no insurance coverage for loss of revenues or earnings from our ships or other operations.

We have sold, expect to sell or have agreements for the disposal of various vessels.

The effects of COVID-19 on the operations of shipyards where our ships are under construction will result in a delay in ship deliveries.

In particular, our bookings may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth resulting from the impact of COVID-19.

As a result of all of the foregoing, we have raised significant capital and expect to further raise additional capital, including equity.

Our access to and cost of financing depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings.

As a result of COVID-19's effects on our operations, Moody's and S&P Global have downgraded our credit ratings to be non investment grade.

If we are delayed in recommencing guest cruise operations or there is a further pause in the resumption of limited guest operations, our credit ratings were to be further downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt or equity financing will be further negatively impacted.

In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or be unavailable due to our covenant restrictions then in effect.

There is no guarantee that debt or equity financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations.

Additionally, the impact of COVID-19 on the financial markets may adversely impact our ability to raise funds.

In addition, the COVID-19 outbreak has significantly increased economic and demand uncertainty.

The current outbreak and continued spread of COVID-19 has caused a global recession, which could have a further adverse impact on our financial condition and operations.

In past recessions, demand for our cruise vacations has been significantly negatively impacted which has resulted in lower occupancy rates and adverse pricing, with a corresponding increase in the use of credits and other means

to attract travelers.

Significant increases in unemployment in the U.S. and other regions due to the adoption of physical distancing and other policies to slow the spread of the virus have had, and are likely to continue to have, a negative impact on booking demand for our guest cruise operations, and these impacts could exist for an extensive period of time.

It is unclear whether or not, at that time, a satisfactory replacement rate will be developed or if new methods of calculating LIBOR will be established such that it continues to exist after 2021.

Whether or not SOFR or any other potential alternative reference rate attains market traction as a LIBOR replacement rate remains in question.

We have entered into, and in the future we will continue to enter into, interest rate swaps that involve the exchange of floating for fixed-rate interest payments to reduce interest rate volatility.

However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any such swaps may not fully mitigate our interest rate risk, may prove disadvantageous, or may create additional risks.

As a result of the COVID-19 outbreak, we may be out of compliance with one or more maintenance covenants in certain of our debt facilities, for which we currently have amendments for the period through November 30, 2021 with the next testing date of February 28, 2022.*

Under the terms of certain of our debt facilities, we are required to maintain a minimum debt service coverage ratio (EBITDA to consolidated net interest charges for the most recently ended four fiscal quarters) of not less than 3.0 to 1.0 at the end of each fiscal quarter (the “Financial Covenant”).

We have entered into supplemental agreements to amend our bank loans to extend

Management’s Discussion and Analysis of Financial Condition and Results of Operations, is shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] and is incorporated by reference into this Form 10-K.

Quantitative and Qualitative Disclosures About Market Risk, is shown in Management’s Discussion and Analysis of Financial Condition and Results of Operations in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] and is incorporated by reference into this Form 10-K.

Item 8. Financial Statements and Supplementary Data.

The financial statements, together with the report thereon of PricewaterhouseCoopers LLP (PCAOB ID 238), dated January 27, 2022, are shown in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm) and are incorporated by reference into this Form 10-K.

In the face of the global impact of COVID-19, we paused our guest cruise operations in [removed: mid-March.][added: mid-March 2020.]

Refer to [removed: "Liquidity, Financial Condition and Capital Resources",] Note 1 - “Liquidity and Management’s [removed: Plans”] [added: Plans”, “Management’s Discussion] and [removed: “Critical] [added: Analysis of Financial Condition and Results of Operations, Critical] Accounting [removed: Estimates,] [added: Estimates -] Liquidity and COVID-19” [added: and to “Liquidity, Financial Condition and Capital Resources”] for additional discussion regarding our liquidity.

Resumption of Guest [added: Cruise] Operations

[removed: Protocols will be updated based on evolving scientific] and medical knowledge related to mitigation strategies.

We continue to work closely with governments and health authorities [removed: in other parts of] [added: around] the world to ensure that our health and safety protocols [removed: will also] comply with the requirements of each location.

At Carnival Corporation & plc, our highest responsibility and top [removed: priorities are to be in compliance everywhere we operate in the world, to protect the environment] [added: priority is compliance, environmental protection] and the health, safety and well-being of our guests, the people in the communities we touch and [removed: serve] [added: serve,] and our shipboard and shoreside employees.

On this foundation, we aspire to deliver unmatched joyful vacations for our guests, always exceeding their [removed: expectations and in doing so driving outstanding shareholder value.]

And we aspire to be an exemplary corporate [removed: citizen] [added: citizen,] leaving the people and the places we touch even better.

[removed: Paramount to the success of our business is our commitment to] [added: - Compliance,] health, environment, safety, security (“HESS”) and [removed: sustainability.][added: sustainability]

Our vision is based on four key [removed: pillars:][added: pillars that are all paramount to the success of our business:]

- [removed: Shareholders] [added: Investors] and other stakeholders

We are dedicated to fully complying with, or exceeding, all [added: applicable] legal and statutory [removed: requirements applicable to us related to health, environment, safety, security and sustainability throughout our business.][added: requirements.]

Our goal is to [removed: consistently exceed] [added: deliver unmatched joyful vacations for] our [removed: guests’] [added: guests by consistently exceeding their] expectations while providing them with a wide variety of [removed: safe and] exceptional vacation [removed: experiences.][added: experiences and attractive itineraries.]

We believe that [removed: we can achieve this goal by continually focusing] our [removed: efforts] [added: portfolio of brands is instrumental to this, alongside our continual focus] on helping our guests choose the cruise brand that will best meet their unique needs and desires, improving their overall vacation experiences and building state-of-the-art ships with innovative onboard offerings and providing unequaled service to our guests.

A team of highly motivated and engaged employees is key to delivering [removed: vacation experiences] [added: unmatched joyful vacations] that exceed our guests’ expectations.

Understanding the critical skills that are needed for [added: outstanding performance is crucial in order to hire and train our officers, crew and shoreside personnel.]

We believe in building [removed: trust based] [added: trust-based] relationships and listening to and acting upon our employees’ perspectives and ideas and [removed: use] [added: using] employee feedback tools to monitor and improve our progress in this area.

We are committed to employing people from around the world and hiring [removed: them] [added: individuals] based on the quality of their experience, skills, education and character, without regard for their identification with any group or classification of people.

[removed: Shareholders] [added: Investors] and Other Stakeholders

We value the relationships we have with our [removed: shareholders] [added: investors] and other stakeholders, including travel agents, trade associations, communities, regulatory bodies, media, creditors, insurers, shipbuilders, governments and suppliers.

In the face of the global impact of COVID-19, [removed: the global cruise industry] [added: we] paused [added: our] guest cruise [removed: operations.][added: operations in mid-March 2020.]

II. Passenger Capacity [removed: and Cruise Guests Carried] by Ocean Going Vessels

| [removed: Year | | | Global Cruise Industry (b) | | | | | | Carnival Corporation & plc] [added: Calendar Year] | | | | | | Global Cruise Industry (c) | | | | | | Carnival Corporation & plc | | |

Due to the impact of COVID-19 on the global cruise [removed: industry in 2020, current year] [added: industry,] data [added: for 2020] is not meaningful and is not included in the table.

[removed: (a)In] [added: (b)In] accordance with cruise industry practice, passenger capacity is calculated based on the assumption of two passengers per cabin even though some cabins can accommodate three or more passengers.

| | | | Ships [removed: expected] [added: in Service or Expected] to [removed: return] [added: Return] to [removed: service] [added: Service] as [removed: of November] [added: of November] 30, [removed: 2020] [added: 2021] (a) | | | | | | | | | | | | | | | | | | | | |

| Carnival Cruise Line [added: (b)] | | | [removed: 66,440] [added: 74,710] | | | | | | | | | | | | [removed: 29] [added: 31] | | % | | | | [removed: 23] [added: 25] | | |

| Holland America Line | | | [removed: 18,820] [added: 22,920] | | | | | | | | | | | | 9 | | | | | | [removed: 9] [added: 11] | | |

| Costa Cruises [removed: ("Costa")] [added: (“Costa”)] | | | [removed: 34,980] [added: 36,520] | | | | | | | | | | | | 15 | | | | | | 11 | | |

| AIDA Cruises [removed: ("AIDA")] [added: (“AIDA”)] | | | [removed: 31,930] [added: 30,770] | | | | | | | | | | | | [removed: 14] [added: 13] | | | | | | [removed: 14] [added: 13] | | |

[removed: II.] [added: III.] Ships Under Contract for Construction

As of November 30, [removed: 2020,] [added: 2021,] we have a total of [removed: 14] [added: 11] cruise ships expected to be delivered through 2025.

| *Seabourn Venture* | | | [removed: December 2021] [added: March 2022] | | | | | | 260 | | |

| [removed: Newbuild] [added: *Carnival Jubilee*] | | | October 2023 | | | | | | 5,440 | | |

| [removed: Newbuild] [added: *Arvia*] | | | December 2022 | | | | | | 5,190 | | |

[removed: III.] [added: IV.] Cruise Brands

[removed: ][added: ]

Carnival Cruise Line is “The World’s Most Popular Cruise Line®” and [removed: provides] [added: has provided] multi-generational family entertainment at exceptional value to its [removed: guests.][added: guests for nearly 50 years.]

Carnival Cruise Line [added: creates an environment where guests can be their most playful selves on] ships [added: that] are designed to inspire the experience of bringing people together, with limitless opportunities for guests to create their own fun.

[removed: ][added: ]

As of January 13, 2022, eight of our nine brands, or 67% of capacity, had resumed guest cruise operations as part of our gradual return to service.

We expect to have our full fleet back in operation for our summer season where we historically generate the largest share of our operating income.

Since the beginning of our fiscal year, we have experienced an impact on bookings for our near-term sailings, including higher cancellations resulting from an increase in pre-travel positive test results and challenges in the availability of timely pre-travel tests.

In addition, in the last few weeks we have seen a dampening of the booking activity for the second half of 2022 relative to 2019.

Despite the disruption caused by Omicron to the airlines and other forms of travel, we expect to be able to successfully operate over 96% of our previously disclosed available lower berth days (“ALBD’s”) in the first quarter of 2022.

We have worked closely with health and medical experts globally and nationally, as well as with authorities in

destination countries, to put in place comprehensive health and safety protocols for protection against and mitigation of

COVID-19 across the entire cruise experience for all of our nine brands.

This includes cross-industry learnings and

best practices based on the proven health and safety record of industry-wide sailings, and input from top scientists and public

health, epidemiological and policy experts.

Protocols have been and will continue to be updated based on evolving scientific

Details about enhanced protocols, including the latest information and

requirements for each of our brands, is available on their websites.

Liquidity and Refinancing

We have taken actions to improve our liquidity, including completing various capital market transactions, capital and operating expense reductions during the pause in operations and accelerating the removal of certain less efficient ships from our fleet.

As of November 30, 2021, we had $9.4 billion of liquidity including cash, short-term investments and borrowings available under our multi-currency revolving credit facility.

Through our debt management efforts, we have refinanced over $9 billion to date, reducing our future annual interest expense by approximately $400 million per year and extending maturities, optimizing our debt maturity profile.

In addition, we expect to continue to pursue additional refinancing opportunities to reduce interest expense and extend maturities.

expectations and in doing so driving outstanding shareholder value.

Compliance, HESS and Sustainability

We are also focused on enhancing our sustainable business model while reinforcing our commitment to and investment in sustainability solutions through our six critical sustainability focus areas - climate action; circular economy; good health and well-being; sustainable tourism; biodiversity and conservation; and diversity, equity and inclusion.

In order to continue supporting our sustainability strategy across our brands and business partners, we have established new goals for 2030 and aspirations for 2050 which incorporate the six key focus areas and align with elements of the United Nation’s Sustainable Development Goals and build on the momentum of our successful achievement of our 2020 sustainability goals.

A key focus of our sustainability efforts is climate action, which includes our commitment to reduce carbon emissions.

As of January 13, 2022, eight of our nine brands, or 67% of capacity, had resumed guest cruise operations as part of our gradual return to service.

We expect to have our full fleet back in operation for our summer season where we historically generate the largest share of our operating income.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Passenger Capacity as of December 31 (a) (b) | | | | | | | | |

| 2018 | | | | | | 555,570 | | | | | | 244,830 | | |

| 2019 | | | | | | 589,820 | | | | | | 254,010 | | |

| 2020 | | | | | | 607,500 | | | | | | 246,450 | | |

| 2021 | | | | | | 636,270 | | | | | | 253,950 | | |

| 2022 | | | | | | 688,070 | | | | | | 268,310 | | |

| 2023 | | | | | | 726,940 | | | | | | 277,010 | | |

| 2024 | | | | | | 757,620 | | | | | | 281,280 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Passenger Capacity Compound Annual Growth Rate (a) | | | | | | | | |

| Calendar Years | | | | | | Global Cruise Industry (c) | | | | | | Carnival Corporation & plc | | |

In response to this unprecedented situation, we acted to protect the health and safety of guests and shipboard team members, optimize the pause in guest operations and increase our liquidity position.

In September, we began the resumption of limited guest operations as part of our phased-in return to service.

As of January 14, 2021, none of our ships were operating with guests onboard.

We anticipate a gradual return to service over time.

As we have never previously experienced a complete cessation of our guest cruise operations, we cannot predict the timing of our complete return to service and when various ports will reopen to our ships.

Protecting the Health and Safety of Guests and Team Members

Early in the pause period, we returned over 260,000 guests to their homes, coordinating with a large number of countries around the globe.

We chartered aircraft, utilized commercial flights and even used our ships to sail home guests who could not fly.

We also worked around the clock with various local governmental authorities to repatriate our shipboard team members as quickly as possible, using our ships and chartering hundreds of planes.

We focused on the physical and mental health of our shipboard team members who experienced extended stays onboard during our repatriation efforts.

Wherever possible, we provided shipboard team members with single occupancy cabin accommodations, many with a window or balcony.

Shipboard team members also had access to fresh air and other areas of the ship, movies and internet, and available counseling.

We were able to successfully repatriate our shipboard team members to more than 130 countries around the globe, other than the safe manning team members who remained on the ships.

We also implemented significant changes in the way we work, pivoting our shoreside operations to allow for remote working, where possible, in order to facilitate physical distancing protocols.

We believe these measures are critical to helping keep our employees, their families and the communities in which we work safe and healthy.

Optimizing the Pause in Guest Operations

While our highest responsibility and top priorities remain focused on maintaining compliance everywhere we operate, protecting the environment and the health, safety and well-being of our guests, the people in the communities we touch and serve, and our shipboard and shoreside employees, we significantly reduced operating expenses by transitioning ships into pause status, reducing marketing and selling expenses, implementing a combination of layoffs, furloughs, reduced work weeks and salary and benefit reductions across the company, including senior management, instituting a hiring freeze across the organization and significantly reducing consultant and contractor roles.

In addition, we reduced non-newbuild capital expenditures.

Optimizing the Future Fleet

We expect future capacity to be moderated by the phased re-entry of our ships, the removal of capacity from our fleet and delays in new ship deliveries.

Since the pause in guest operations, we have accelerated the removal of ships in 2020 which were previously expected to be sold over the ensuing years.

We now expect to dispose of 19 ships, 15 of which have already left the

fleet as of January 14, 2021.

In total, the 19 ships represent approximately 13 percent of pre-pause capacity and only three percent of operating income in 2019.

The sale of less efficient ships is expected to result in future operating expense efficiencies of approximately two percent per available lower berth day ("ALBD") and a reduction in fuel consumption of approximately one percent per ALBD.

Since the pause in guest cruise operations began and through November 30, 2020, we have taken delivery of only two (*Enchanted Princess* and *Iona*) of the four ships originally scheduled for delivery in fiscal 2020.

Subsequent to November 30, 2020 and through January 14, 2021, we took delivery of two additional ships (*Mardi Gras* and *Costa Firenze*).

We expect only one more ship to be delivered in fiscal 2021 compared to five ships that were originally scheduled for delivery in fiscal 2021.

Based on the actions taken to date and the scheduled newbuild deliveries through 2022, our fleet is expected to only experience a 1.9 percent compounded annual average capacity growth rate through 2022, be more cost efficient with a roughly 14 percent larger average berth size per ship and an average age of 12 years in 2022 versus 13 years, in each of these cases as compared to 2019.

Liquidity

We have taken, and continue to take, significant actions to preserve cash and obtain additional capital to increase our liquidity.

Since March 2020 we have raised $19 billion through a series of transactions.

We resumed limited guest operations in September 2020, with Costa Cruises ("Costa") and then with AIDA Cruises ("AIDA") in October 2020.

The initial cruises will continue to take place with adjusted passenger capacity and enhanced health protocols developed with government and health authorities, and guidance from our roster of medical and scientific experts.

These and other brands and ships are expected to return to service over time, as part of our goal to provide guests with unmatched joyful vacations in a manner consistent with our vision regarding our highest priorities, which are compliance, environmental protection and the health, safety and well-being of our guests, crew, shoreside employees and the people in the communities our ships visit.

*Health and Safety Protocol*s

As the understanding of COVID-19 continues to evolve, we have been working with a number of world-leading public health, epidemiological and policy experts to support our ongoing efforts with enhanced protocols and procedures for the return of cruise vacations.

These advisors will continue to provide guidance based on the latest scientific evidence and best practices for protection and mitigation, as well as regulatory requirements.

Working with governments, national health authorities and medical experts, Costa and AIDA have a comprehensive set of health and hygiene protocols that has helped facilitate a safe and healthy return to cruise vacations.

These enhanced protocols are modeled after shoreside health and mitigation guidelines as provided by each brand's respective country, and approved by all relevant regulatory authorities of the flag state, Italy.

[removed: In addition to the proceeding described above, the] [added: The] legal proceedings described in Note 7 – “Contingencies”, including those described under “COVID-19 [removed: Actions,”] [added: Matters,”] are shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] and are incorporated by reference into this Form 10-K.

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.

As previously disclosed, Princess Cruises entered into a plea agreement in December 2016 with the U.S. Department of Justice with respect to violations of federal laws related to illegal discharges of oily bilge water for incidents occurring in 2013 and prior, which resulted in a five-year term of probation that started in 2017 and the adoption of a court-supervised environmental compliance plan.

On November 23, 2021, a petition for revocation of probation was filed by the U.S. Probation Officer, alleging a violation of probation.

On January 7, 2022, the court approved a settlement pursuant to which Princess Cruises pled guilty to a violation of a condition of probation, agreed to take additional actions to enhance Carnival Corporation & plc’s environmental compliance program and pay a $1 million criminal penalty.

The following represents environmental legal proceedings with potential monetary sanctions of $1 million or more.

As previously disclosed, on May 19, 2017, Holland America Line and Princess Cruises notified the National Oceanic and Atmospheric Administration (“NOAA”) regarding discharges made by certain vessels in the recently expanded area of the National Marine Sanctuary in the Farallones Island.

On February 7, 2020, Carnival Corporation received an assessment for a civil penalty of $1.4 million for these discharges.

The parties are negotiating a final settlement.

For the fiscal year ended November 30, [removed: 2020] [added: 2021] or

| Carnival Corporation | | | | | | | | | [removed: ] [added: ] | | | Carnival plc | | | | | | | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was [removed: $7.1] [added: $25.2] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January [removed: 14, 2021,] [added: 13, 2022,] Carnival Corporation had outstanding [removed: 932,485,510] [added: 986,363,933] shares of its Common Stock, $0.01 par value.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was [removed: $2.0] [added: $4.6] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January [removed: 14, 2021,] [added: 13, 2022,] Carnival plc had outstanding [removed: 183,830,161] [added: 185,007,921] Ordinary Shares $1.66 par value, one Special Voting Share GBP 1.00 par value and [removed: 932,485,510] [added: 986,363,933] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

Portions of the [removed: 2020] [added: 2021] Annual Report and [removed: 2021] [added: 2022] joint definitive Proxy Statement are incorporated by reference into Part II and Part III of this report.

FOR THE FISCAL YEAR ENDED NOVEMBER 30, [removed: 2020][added: 2021]

| Item 1. | | | [removed: [Business](#i4e76704da2324a5ca8951dfab4b7c6e8_10)] [added: [Business](#i17538c22667740afb15951c274adcfdc_10)] | | | [removed: [4](#i4e76704da2324a5ca8951dfab4b7c6e8_10)] [added: [4](#i17538c22667740afb15951c274adcfdc_10)] | | |

| | | | [II. Recent [removed: Developments](#i4e76704da2324a5ca8951dfab4b7c6e8_1399)] [added: Developments](#i17538c22667740afb15951c274adcfdc_13)] | | | [removed: [4](#i4e76704da2324a5ca8951dfab4b7c6e8_1399)] [added: [4](#i17538c22667740afb15951c274adcfdc_13)] | | |

| | | | [removed: [II](#i4e76704da2324a5ca8951dfab4b7c6e8_13)[I](#i4e76704da2324a5ca8951dfab4b7c6e8_13)[.] [added: [II](#i17538c22667740afb15951c274adcfdc_16)[I](#i17538c22667740afb15951c274adcfdc_16)[.] Vision, Goals and Related [removed: Strategies](#i4e76704da2324a5ca8951dfab4b7c6e8_13)] [added: Strategies](#i17538c22667740afb15951c274adcfdc_16)] | | | [removed: [6](#i4e76704da2324a5ca8951dfab4b7c6e8_13)] [added: [4](#i17538c22667740afb15951c274adcfdc_16)] | | |

| | | | [B. Global Cruise [removed: Industry](#i4e76704da2324a5ca8951dfab4b7c6e8_16)] [added: Industry](#i17538c22667740afb15951c274adcfdc_19)] | | | [removed: [7](#i4e76704da2324a5ca8951dfab4b7c6e8_16)] [added: [6](#i17538c22667740afb15951c274adcfdc_19)] | | |

| | | | [removed: [I](#i4e76704da2324a5ca8951dfab4b7c6e8_22)[I.] [added: [II.] Passenger Capacity [removed: and Cruise Guests Carried] by Ocean Going [removed: Vessels](#i4e76704da2324a5ca8951dfab4b7c6e8_22)] [added: Vessels](#i17538c22667740afb15951c274adcfdc_25)] | | | [removed: [7](#i4e76704da2324a5ca8951dfab4b7c6e8_22)] [added: [6](#i17538c22667740afb15951c274adcfdc_25)] | | |

| | | | [C. Our Global Cruise [removed: Business](#i4e76704da2324a5ca8951dfab4b7c6e8_25)] [added: Business](#i17538c22667740afb15951c274adcfdc_28)] | | | [removed: [8](#i4e76704da2324a5ca8951dfab4b7c6e8_25)] [added: [7](#i17538c22667740afb15951c274adcfdc_28)] | | |

| | | | [I. Segment [removed: Information](#i4e76704da2324a5ca8951dfab4b7c6e8_25)] [added: Information](#i17538c22667740afb15951c274adcfdc_28)] | | | [removed: [8](#i4e76704da2324a5ca8951dfab4b7c6e8_25)] [added: [7](#i17538c22667740afb15951c274adcfdc_28)] | | |

| | | | [removed: [II.] [added: [III.] Ships Under Contract for [removed: Construction](#i4e76704da2324a5ca8951dfab4b7c6e8_28)] [added: Construction](#i17538c22667740afb15951c274adcfdc_34)] | | | [removed: [9](#i4e76704da2324a5ca8951dfab4b7c6e8_28)] [added: [8](#i17538c22667740afb15951c274adcfdc_34)] | | |

| | | | [removed: [IV.] [added: [V.] Principal Source Geographic [removed: Areas](#i4e76704da2324a5ca8951dfab4b7c6e8_34)] [added: Areas](#i17538c22667740afb15951c274adcfdc_40)] | | | [removed: [12](#i4e76704da2324a5ca8951dfab4b7c6e8_34)] [added: [10](#i17538c22667740afb15951c274adcfdc_40)] | | |

| | | | [removed: [V.] [added: [VI.] Cruise [removed: Programs](#i4e76704da2324a5ca8951dfab4b7c6e8_37)] [added: Programs](#i17538c22667740afb15951c274adcfdc_43)] | | | [removed: [13](#i4e76704da2324a5ca8951dfab4b7c6e8_37)] [added: [10](#i17538c22667740afb15951c274adcfdc_43)] | | |

| | | | [removed: [VI.] [added: [VII.] Cruise Pricing and Payment [removed: Terms](#i4e76704da2324a5ca8951dfab4b7c6e8_40)] [added: Terms](#i17538c22667740afb15951c274adcfdc_46)] | | | [removed: [14](#i4e76704da2324a5ca8951dfab4b7c6e8_40)] [added: [11](#i17538c22667740afb15951c274adcfdc_46)] | | |

| | | | [removed: [VIII.] [added: [IX.] Onboard and Other [removed: Revenues](#i4e76704da2324a5ca8951dfab4b7c6e8_46)] [added: Revenues](#i17538c22667740afb15951c274adcfdc_52)] | | | [removed: [15](#i4e76704da2324a5ca8951dfab4b7c6e8_46)] [added: [12](#i17538c22667740afb15951c274adcfdc_52)] | | |

| | | | [removed: [IX.] [added: [X.] Marketing [removed: Activities](#i4e76704da2324a5ca8951dfab4b7c6e8_49)] [added: Activities](#i17538c22667740afb15951c274adcfdc_55)] | | | [removed: [15](#i4e76704da2324a5ca8951dfab4b7c6e8_49)] [added: [12](#i17538c22667740afb15951c274adcfdc_55)] | | |

| | | | [removed: [XI.] [added: [XII.] Ethics and [removed: Compliance](#i4e76704da2324a5ca8951dfab4b7c6e8_55)] [added: Compliance](#i17538c22667740afb15951c274adcfdc_61)] | | | [removed: [16](#i4e76704da2324a5ca8951dfab4b7c6e8_55)] [added: [13](#i17538c22667740afb15951c274adcfdc_61)] | | |

| | | | [removed: [XIII.](#i4e76704da2324a5ca8951dfab4b7c6e8_61) [Hu](#i4e76704da2324a5ca8951dfab4b7c6e8_61)[man](#i4e76704da2324a5ca8951dfab4b7c6e8_61) [Capital] [added: [XIV. Human Capital] Management [removed: and](#i4e76704da2324a5ca8951dfab4b7c6e8_61) [Employees](#i4e76704da2324a5ca8951dfab4b7c6e8_61)] [added: and Employees](#i17538c22667740afb15951c274adcfdc_67)] | | | [removed: [17](#i4e76704da2324a5ca8951dfab4b7c6e8_61)] [added: [15](#i17538c22667740afb15951c274adcfdc_67)] | | |

| | | | [removed: [X](#i4e76704da2324a5ca8951dfab4b7c6e8_73)[I](#i4e76704da2324a5ca8951dfab4b7c6e8_73)[V](#i4e76704da2324a5ca8951dfab4b7c6e8_73)[.] [added: [XV.] Supply [removed: Chain](#i4e76704da2324a5ca8951dfab4b7c6e8_73)] [added: Chain](#i17538c22667740afb15951c274adcfdc_82)] | | | [removed: [18](#i4e76704da2324a5ca8951dfab4b7c6e8_73)] [added: [16](#i17538c22667740afb15951c274adcfdc_82)] | | |

| | | | [removed: [X](#i4e76704da2324a5ca8951dfab4b7c6e8_82)[VI](#i4e76704da2324a5ca8951dfab4b7c6e8_82)[.] [added: [XVII.] Governmental [removed: Regulations](#i4e76704da2324a5ca8951dfab4b7c6e8_82)] [added: Regulations](#i17538c22667740afb15951c274adcfdc_91)] | | | [removed: [19](#i4e76704da2324a5ca8951dfab4b7c6e8_82)] [added: [17](#i17538c22667740afb15951c274adcfdc_91)] | | |

| | | | [removed: [X](#i4e76704da2324a5ca8951dfab4b7c6e8_88)[V](#i4e76704da2324a5ca8951dfab4b7c6e8_88)[I](#i4e76704da2324a5ca8951dfab4b7c6e8_88)[I](#i4e76704da2324a5ca8951dfab4b7c6e8_88)[I.] [added: [XIX.] Trademarks and Other Intellectual [removed: Property](#i4e76704da2324a5ca8951dfab4b7c6e8_88)] [added: Property](#i17538c22667740afb15951c274adcfdc_97)] | | | [removed: [27](#i4e76704da2324a5ca8951dfab4b7c6e8_88)] [added: [25](#i17538c22667740afb15951c274adcfdc_97)] | | |

| | | | [D. Website Access to Carnival [removed: Corporation](#i4e76704da2324a5ca8951dfab4b7c6e8_94) [&] [added: Corporation &] plc SEC [removed: Reports](#i4e76704da2324a5ca8951dfab4b7c6e8_94)] [added: Reports](#i17538c22667740afb15951c274adcfdc_103)] | | | [removed: [27](#i4e76704da2324a5ca8951dfab4b7c6e8_94)] [added: [26](#i17538c22667740afb15951c274adcfdc_103)] | | |

| | | | [E. Industry and Market [removed: Data](#i4e76704da2324a5ca8951dfab4b7c6e8_97)] [added: Data](#i17538c22667740afb15951c274adcfdc_106)] | | | [removed: [27](#i4e76704da2324a5ca8951dfab4b7c6e8_97)] [added: [26](#i17538c22667740afb15951c274adcfdc_106)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4e76704da2324a5ca8951dfab4b7c6e8_100)] [added: Factors](#i17538c22667740afb15951c274adcfdc_109)] | | | [removed: [28](#i4e76704da2324a5ca8951dfab4b7c6e8_100)] [added: [27](#i17538c22667740afb15951c274adcfdc_109)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4e76704da2324a5ca8951dfab4b7c6e8_103)] [added: Comments](#i17538c22667740afb15951c274adcfdc_112)] | | | [removed: [36](#i4e76704da2324a5ca8951dfab4b7c6e8_103)] [added: [35](#i17538c22667740afb15951c274adcfdc_112)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4e76704da2324a5ca8951dfab4b7c6e8_109)] [added: Proceedings](#i17538c22667740afb15951c274adcfdc_118)] | | | [removed: [37](#i4e76704da2324a5ca8951dfab4b7c6e8_109)] [added: [35](#i17538c22667740afb15951c274adcfdc_118)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4e76704da2324a5ca8951dfab4b7c6e8_112)] [added: Disclosures](#i17538c22667740afb15951c274adcfdc_121)] | | | [removed: [37](#i4e76704da2324a5ca8951dfab4b7c6e8_112)] [added: [36](#i17538c22667740afb15951c274adcfdc_121)] | | |

| Item 5. | | | [Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4e76704da2324a5ca8951dfab4b7c6e8_115)] [added: Securities](#i17538c22667740afb15951c274adcfdc_124)] | | | [removed: [37](#i4e76704da2324a5ca8951dfab4b7c6e8_115)] [added: [36](#i17538c22667740afb15951c274adcfdc_124)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4e76704da2324a5ca8951dfab4b7c6e8_121)] [added: Operations](#i17538c22667740afb15951c274adcfdc_130)] | | | [removed: [38](#i4e76704da2324a5ca8951dfab4b7c6e8_121)] [added: [37](#i17538c22667740afb15951c274adcfdc_130)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4e76704da2324a5ca8951dfab4b7c6e8_124)] [added: Risk](#i17538c22667740afb15951c274adcfdc_133)] | | | [removed: [38](#i4e76704da2324a5ca8951dfab4b7c6e8_124)] [added: [37](#i17538c22667740afb15951c274adcfdc_133)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4e76704da2324a5ca8951dfab4b7c6e8_127)] [added: Data](#i17538c22667740afb15951c274adcfdc_136)] | | | [removed: [38](#i4e76704da2324a5ca8951dfab4b7c6e8_127)] [added: [37](#i17538c22667740afb15951c274adcfdc_136)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4e76704da2324a5ca8951dfab4b7c6e8_130)] [added: Disclosure](#i17538c22667740afb15951c274adcfdc_139)] | | | [removed: [38](#i4e76704da2324a5ca8951dfab4b7c6e8_130)] [added: [37](#i17538c22667740afb15951c274adcfdc_139)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4e76704da2324a5ca8951dfab4b7c6e8_133)] [added: Procedures](#i17538c22667740afb15951c274adcfdc_142)] | | | [removed: [38](#i4e76704da2324a5ca8951dfab4b7c6e8_133)] [added: [37](#i17538c22667740afb15951c274adcfdc_142)] | | |

| Item 9B. | | | [Other [removed: Information](#i4e76704da2324a5ca8951dfab4b7c6e8_136)] [added: Information](#i17538c22667740afb15951c274adcfdc_145)] | | | [removed: [39](#i4e76704da2324a5ca8951dfab4b7c6e8_136)] [added: [38](#i17538c22667740afb15951c274adcfdc_145)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4e76704da2324a5ca8951dfab4b7c6e8_139)] [added: Governance](#i17538c22667740afb15951c274adcfdc_148)] | | | [removed: [39](#i4e76704da2324a5ca8951dfab4b7c6e8_139)] [added: [38](#i17538c22667740afb15951c274adcfdc_148)] | | |

| | | | [A. Overview](#i17538c22667740afb15951c274adcfdc_10) | | | [4](#i17538c22667740afb15951c274adcfdc_10) | | |

| | | | [I. Summary](#i17538c22667740afb15951c274adcfdc_10) | | | [4](#i17538c22667740afb15951c274adcfdc_10) | | |

| | | | [I. Overview](#i17538c22667740afb15951c274adcfdc_19) | | | [6](#i17538c22667740afb15951c274adcfdc_19) | | |

| | | | [II. Passengers Carried](#i17538c22667740afb15951c274adcfdc_1466) | | | [7](#i17538c22667740afb15951c274adcfdc_1466) | | |

| | | | [IV. Cruise Brands](#i17538c22667740afb15951c274adcfdc_37) | | | [8](#i17538c22667740afb15951c274adcfdc_37) | | |

| | | | [VIII. Seasonality](#i17538c22667740afb15951c274adcfdc_49) | | | [11](#i17538c22667740afb15951c274adcfdc_49) | | |

| | | | [XI. Sales Channels](#i17538c22667740afb15951c274adcfdc_58) | | | [12](#i17538c22667740afb15951c274adcfdc_58) | | |

| | | | [XIII. Sustainability](#i17538c22667740afb15951c274adcfdc_64) | | | [13](#i17538c22667740afb15951c274adcfdc_64) | | |

| | | | [XVI. Insurance](#i17538c22667740afb15951c274adcfdc_85) | | | [16](#i17538c22667740afb15951c274adcfdc_85) | | |

| | | | [XVIII. Taxation](#i17538c22667740afb15951c274adcfdc_94) | | | [24](#i17538c22667740afb15951c274adcfdc_94) | | |

| | | | [XX. Competition](#i17538c22667740afb15951c274adcfdc_100) | | | [25](#i17538c22667740afb15951c274adcfdc_100) | | |

| Item 2. | | | [Properties](#i17538c22667740afb15951c274adcfdc_115) | | | [35](#i17538c22667740afb15951c274adcfdc_115) | | |

| Item 6. | | | [Reserved](#i17538c22667740afb15951c274adcfdc_1552) | | | [37](#i17538c22667740afb15951c274adcfdc_1552) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i17538c22667740afb15951c274adcfdc_1582) | | | [38](#i17538c22667740afb15951c274adcfdc_1582) | | |

Item 6. Reserved.

| 1.625% Senior Notes due 2021 | | | CCL21 | | | New York Stock Exchange LLC | | |

| | | | [A. Overview](#i4e76704da2324a5ca8951dfab4b7c6e8_10) | | | [4](#i4e76704da2324a5ca8951dfab4b7c6e8_10) | | |

| | | | [I. Summary](#i4e76704da2324a5ca8951dfab4b7c6e8_10) | | | [4](#i4e76704da2324a5ca8951dfab4b7c6e8_10) | | |

| | | | [I. Overview](#i4e76704da2324a5ca8951dfab4b7c6e8_16) | | | [7](#i4e76704da2324a5ca8951dfab4b7c6e8_16) | | |

| | | | [III. Cruise Brands](#i4e76704da2324a5ca8951dfab4b7c6e8_31) | | | [10](#i4e76704da2324a5ca8951dfab4b7c6e8_31) | | |

| | | | [VII. Seasonality](#i4e76704da2324a5ca8951dfab4b7c6e8_43) | | | [15](#i4e76704da2324a5ca8951dfab4b7c6e8_43) | | |

| | | | [X. Sales Relationships](#i4e76704da2324a5ca8951dfab4b7c6e8_52) | | | [15](#i4e76704da2324a5ca8951dfab4b7c6e8_52) | | |

| | | | [XII. Sustainability](#i4e76704da2324a5ca8951dfab4b7c6e8_58) | | | [16](#i4e76704da2324a5ca8951dfab4b7c6e8_58) | | |

| | | | [XV](#i4e76704da2324a5ca8951dfab4b7c6e8_76)[. Insurance](#i4e76704da2324a5ca8951dfab4b7c6e8_76) | | | [18](#i4e76704da2324a5ca8951dfab4b7c6e8_76) | | |

| | | | [X](#i4e76704da2324a5ca8951dfab4b7c6e8_85)[VI](#i4e76704da2324a5ca8951dfab4b7c6e8_85)[I. Taxation](#i4e76704da2324a5ca8951dfab4b7c6e8_85) | | | [25](#i4e76704da2324a5ca8951dfab4b7c6e8_85) | | |

| | | | [X](#i4e76704da2324a5ca8951dfab4b7c6e8_91)[IX](#i4e76704da2324a5ca8951dfab4b7c6e8_91)[. Competition](#i4e76704da2324a5ca8951dfab4b7c6e8_91) | | | [27](#i4e76704da2324a5ca8951dfab4b7c6e8_91) | | |

| Item 2. | | | [Properties](#i4e76704da2324a5ca8951dfab4b7c6e8_106) | | | [36](#i4e76704da2324a5ca8951dfab4b7c6e8_106) | | |

| Item 6. | | | [Selected Financial Data](#i4e76704da2324a5ca8951dfab4b7c6e8_118) | | | [38](#i4e76704da2324a5ca8951dfab4b7c6e8_118) | | |

Part and Item of the Form 10-K

Item 6. Selected Financial Data.

Item 8. Financial Statements and Supplementary Data.

Portions of the Registrants’ 2021 joint definitive Proxy Statement, to be filed with the U.S. Securities and Exchange Commission, are incorporated by reference into this Form 10-K under the items described below.

Part III

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Portions of the Registrants’ 2022 joint definitive Proxy Statement, to be filed with the U.S. Securities and Exchange Commission, are incorporated by reference into this Form 10-K under the items described below.

Part and Item of the Form 10-K

Part III

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The financial statements, together with the report thereon of PricewaterhouseCoopers LLP, dated January 26, 2021, and the Selected Quarterly Financial Data (Unaudited) are shown in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm) and are incorporated by reference into this Form 10-K.

As of November 30, [removed: 2020,] [added: 2021,] the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

| Miami, FL, U.S.A. | | | | | | 463/61 | | | | | | Own/Lease | | | | | | Carnival Corporation [added: & plc] and Carnival Cruise Line | | |

| Hamburg, Germany | | | | | | [removed: 171] [added: 140] | | | | | | Lease | | | | | | Costa and AIDA | | |

| Shanghai, China | | | | | | 19 | | | | | | Lease | | | | | | Costa | | |

The information required by Item 201(a) of Regulation S-K, Market Information, is shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] and is incorporated by reference into this Form 10-K.

The information required by Item 201(b) of Regulation S-K, Holders, is shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] and is incorporated by reference into this Form 10-K.

The information required by Item 201(e) of Regulation S-K, Performance Graph, is shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] and is incorporated by reference into this Form 10-K.

Under [removed: a share repurchase program] [added: the Stock Swap Program] effective [removed: 2004, we had been] [added: June 2021, the Boards of Directors] authorized [added: the sale of up] to [removed: repurchase] [added: $500 million of shares of] Carnival Corporation common stock [added: in the U.S. market] and [added: the repurchase of an equivalent number of] Carnival plc ordinary [removed: shares (the “Repurchase Program”).][added: shares.]

[added: (a)] No [added: ordinary] shares of Carnival [removed: Corporation common stock or Carnival] plc [removed: ordinary shares] were purchased outside of publicly announced plans or programs.

Carnival plc ordinary share repurchases under the [removed: Repurchase] [added: Stock Swap] Program require annual shareholder approval.

The existing shareholder approval was limited to a maximum of [removed: 18.2] [added: 18.4] million ordinary shares and is valid until the earlier of the conclusion of the Carnival plc [removed: 2021] [added: 2022] annual general meeting or October [removed: 5, 2021.][added: 19, 2022.]

I. Stock Swap Program

We have a program that allows us to realize a net cash benefit when Carnival Corporation common stock is trading at a premium to the price of Carnival plc ordinary shares (the “Stock Swap Program”).

Under the Stock Swap Program, we may elect to offer and sell shares of Carnival Corporation common stock at prevailing market prices in ordinary brokers’ transactions and repurchase an equivalent number of Carnival plc ordinary shares in the UK market.

We may in the future implement a program to allow us to realize a net cash benefit when Carnival plc ordinary shares are trading at a premium to the price of Carnival Corporation common stock.

Any sales of Carnival Corporation common stock and Carnival plc ordinary shares have been or will be registered under the Securities Act of 1933, as amended.

During the three months ended November 30, 2021, under the Stock Swap Program, we sold 4.3 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $9 million which were used for general corporate purposes.

Since the beginning of the Stock Swap Program, first authorized in June 2021, we have sold 8.9 million shares of Carnival Corporation’s common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $19 million.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total Number of Shares of Carnival plc Ordinary Shares Purchased (a) (in millions) | | | | | | Average Price Paid per Share of Carnival plc Ordinary Share | | | | | | Maximum Number of Carnival plc Ordinary Shares That May Yet Be Purchased (in millions) | | |

| September 1, 2021 through September 30, 2021 | | | | | | — | | | | | | $ | — | | | | | 13.8 | | |

| October 1, 2021 through October 31, 2021 | | | | | | 2.5 | | | | | | $ | 15.70 | | | | | 11.3 | | |

| November 1, 2021 through November 30, 2021 | | | | | | 1.9 | | | | | | $ | 15.42 | | | | | 9.5 | | |

| | | | | | | 4.3 | | | | | | $ | 15.58 | | | | | | | |

I. Repurchase Program

On June 15, 2020, to enhance our liquidity and comply with restrictions in our recent financing transactions, the Boards of Directors terminated the Repurchase Program.

During the three months ended November 30, 2020, no shares of Carnival Corporation common stock or Carnival plc ordinary shares were repurchased pursuant to the Repurchase Program.

To enhance our liquidity as well as comply with the restrictions in our recent financing transactions, we terminated the Repurchase Program.

The information required by Item 6.

Selected Financial Data, is shown in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm) and is incorporated by reference into this Form 10-K.

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 [removed: reported,] [added: reported] within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms.

Our President and Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, [removed: 2020,] [added: 2021,] that they are effective as described above.

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 Internal Control – Integrated Framework (the [added: “COSO Framework”).]

Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of November 30, [removed: 2020.][added: 2021.]

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited our consolidated financial statements incorporated in this Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of November 30, [removed: 2020] [added: 2021] as stated in their report, which is shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] and is incorporated by reference into this Form 10-K.

There have been no changes in our internal control over financial reporting during the quarter ended November 30, [removed: 2020] [added: 2021] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

“COSO Framework”).

PART III

None.

PART III

Information regarding our directors, as required by Item 10, is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2020] [added: 2021] fiscal year.

The table below sets forth the name, age, years of service and title of each of our executive [removed: officers.][added: officers as of January 27, 2022.]

| Peter C. Anderson | | | [removed: 57] [added: 58] | | | | | | [removed: 1] [added: 2] | | | | | | Chief Ethics and Compliance Officer | | |

| Micky Arison | | | [removed: 71] [added: 72] | | | | | | [removed: 49] [added: 50] | | | | | | [removed: Chairman] [added: Chair] of the Boards of Directors | | |

| David Bernstein | | | [removed: 63] [added: 64] | | | | | | [removed: 22] [added: 23] | | | | | | Chief Financial Officer and Chief Accounting Officer | | |

| Arnold W. Donald | | | [removed: 66] [added: 67] | | | | | | [removed: 20] [added: 21] | | | | | | President and Chief Executive Officer and [added: Chief Climate Officer and] Director | | |

| Michael Thamm | | | [removed: 57] [added: 58] | | | | | | [removed: 27] [added: 28] | | | | | | Group Chief Executive Officer of Costa Group and Carnival Asia | | |

[removed: Prior] [added: From 2012] to [removed: joining us,] [added: 2019,] he was a [removed: Shareholder] [added: principal] at the law firm of Beveridge & Diamond, [removed: PC from 2012 to 2019.][added: PC.]

Micky Arison has been [removed: Chairman] [added: Chair] of the Boards of Directors since 1990 and a Director since 1987.

He has been [added: Chief Climate Officer since January 2022 and] a Director since 2001.

We have adopted a Code of Business Conduct and Ethics that applies to our President and Chief Executive Officer and [added: Chief Climate Officer and] senior financial officers, including the Chief Financial Officer and Chief Accounting Officer and other persons performing similar functions.

The additional information required by Item 10 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2020] [added: 2021] fiscal year.

| Enrique Miguez | | | 57 | | | | | | 24 | | | | | | General Counsel | | |

Enrique Miguez has been General Counsel since March 2021.

He was Vice President and Deputy General Counsel from 2003 to March 2021.

Our Code of Business Conduct and Ethics states our commitment to conduct business ethically, without the influence of bribes or acts of corruption.

We are committed to complying with the laws prohibiting bribery and other corrupt practices that apply everywhere we operate.

Additionally, we provide trainings on anti-corruption laws and regulations and how to identify bribery to our employees.

| Arnaldo Perez | | | 60 | | | | | | 28 | | | | | | General Counsel and Secretary | | |

Arnaldo Perez has been General Counsel and Secretary since 1995.

The information required by Item 11 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2020] [added: 2021] fiscal year.

Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival Corporation equity securities are authorized for issuance as of November 30, [removed: 2020.][added: 2021.]

| Equity compensation plans [added: not] approved by security holders | | | | | | [removed: 7.5] [added: —] | | | [removed: (a)] | | | [removed: \-] [added: —] | | | | | | [removed: 8.5] [added: —] | | | [removed: (b)] | | |

| Equity compensation plans not approved by security holders | | | | | | — | | | | | | [removed: \-] [added: —] | | | | | | — | | | [removed: | | |]

(a)Represents [removed: 7.5] [added: 5.3] million of restricted share units outstanding under the Carnival Corporation 2011 Stock Plan and Carnival Corporation 2020 Stock Plan.

(b)Includes Carnival Corporation common stock available for issuance as of November 30, [removed: 2020] [added: 2021] as follows: [removed: $1.7] [added: 1.6] million under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 89,396] [added: 95,087] shares subject to purchase during the current purchase period and [removed: 7.5] [added: 14.4] million under the Carnival Corporation 2020 Stock Plan.

Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival plc equity securities are authorized for issuance as of November 30, [removed: 2020.][added: 2021.]

| Equity compensation plans approved by security holders | | | | | | [removed: 2.7] [added: 5.3] | | | (a) | | | [removed: \-] [added: —] | | | | | | [removed: 4.4] [added: 15.9] | | | [added: (b) | | |]

| Equity compensation plans [removed: not] approved by security holders | | | | | | [removed: —] [added: 1.9] | | | [added: (a)] | | | [removed: \-] [added: —] | | | | | | [removed: —] [added: 3.2] | | |

(a)Represents [removed: 2.7] [added: 1.9] million restricted share units outstanding under the Carnival plc 2014 Employee Share Plan.

The additional information required by Item 12 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2020] [added: 2021] fiscal year.

The information required by Items 13 and 14 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2020] [added: 2021] fiscal year.

| | | | | | | 5.3 | | | | | | — | | | | | | 15.9 | | | | | |

| | | | | | | 1.9 | | | | | | — | | | | | | 3.2 | | |

| | | | | | | 7.5 | | | | | | \- | | | | | | 8.5 | | | | | |

| | | | | | | 2.7 | | | | | | \- | | | | | | 4.4 | | |

The financial statements shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] are incorporated herein by reference into this Form 10-K.

| 4.1 | | | [Agreement of Carnival Corporation and Carnival plc, [removed: dated](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm) [January](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm) [18](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm)[, 20](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm)[21](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm) [to] [added: dated January 18, 2021 to] furnish certain debt instruments to the Securities and Exchange [removed: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm)] [added: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit41202110-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 4.13 | | | [Description of [removed: 1.625%] [added: 1.875%] Senior Notes Due [removed: 2021.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit413-description.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit414-description.htm)] | | | 10-K | | | | | | [removed: 4.13] [added: 4.14] | | | | | | 1/28/20 | | | | | | | | |

| 4.14 | | | [Description of [removed: 1.875%] [added: 1.000%] Senior Notes Due [removed: 2022.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit414-description.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit415-description.htm)] | | | 10-K | | | | | | [removed: 4.14] [added: 4.15] | | | | | | 1/28/20 | | | | | | | | |

| [removed: 10.5*] [added: 10.12*] | | | [Amended and Restated Carnival Corporation 2011 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000001/exhibit1023201610-k.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509719000019/ex_10x1xq22019.htm)] | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.23] [added: 10.1] | | | | | | [removed: 1/30/17] [added: 6/24/19] | | | | | | | | |

| [removed: 10.6*] [added: 10.5*] | | | [Employment Agreement dated as of October 14, 2013 between Carnival Corporation, Carnival plc and Arnold W. Donald.](http://www.sec.gov/Archives/edgar/data/815097/000081509714000006/ex-102.htm) | | | 10-Q | | | | | | 10.2 | | | | | | 10/3/14 | | | | | | | | |

| [removed: 10.7*] [added: 10.13*] | | | [Amended and Restated Carnival plc 2014 Employee Share [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000001/exhibit1039201610-k.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000019/ex_10x2xq22019.htm).] | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.39] [added: 10.2] | | | | | | [removed: 1/30/17] [added: 6/24/19] | | | | | | | | |

| [removed: 10.8*] [added: 10.6*] | | | [Carnival Corporation & plc Management Incentive Plan (adopted in 2015).](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x3xq22015.htm) | | | 10-Q | | | | | | 10.3 | | | | | | 7/1/15 | | | | | | | | |

| [removed: 10.10*] [added: 10.7*] | | | [Amendment dated October 18, 2016 to Employment Agreement dated October 14, [removed: 2016](http://www.sec.gov/Archives/edgar/data/815097/000119312516743819/d271480dex991.htm) [between] [added: 2016 between] Carnival Corporation, Carnival plc and Arnold W. Donald.](http://www.sec.gov/Archives/edgar/data/815097/000119312516743819/d271480dex991.htm) | | | 8-K | | | | | | 99.1 | | | | | | 10/21/16 | | | | | | | | |

| [removed: 10.11*] [added: 10.16*] | | | [Form of Management Incentive [removed: Plan] Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000008/ex101_q12017.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000030/ex1011q2020.htm)] | | | 10-Q | | | | | | 10.1 | | | | | | [removed: 3/30/17] [added: 4/1/20] | | | | | | | | |

| [removed: 10.12*] [added: 10.17*] | | | [Form of Management Incentive [removed: Plan] Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000008/ex102_q12017.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000030/ex1021q2020.htm)] | | | 10-Q | | | | | | 10.2 | | | | | | [removed: 3/30/17] [added: 4/1/20] | | | | | | | | |

| [removed: 10.13*] [added: 10.11*] | | | [Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000008/ex103_q12017.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x5x1q2019.htm)] | | | 10-Q | | | | | | [removed: 10.3] [added: 10.5] | | | | | | [removed: 3/30/17] [added: 4/9/19] | | | | | | | | |

| [removed: 10.14*] [added: 10.8*] | | | [Employment Contract dated April 21, 2017 between Carnival plc and Michael Olaf Thamm.](http://www.sec.gov/Archives/edgar/data/815097/000119312517142955/d383775dex101.htm) | | | 8-K | | | | | | 10.1 | | | | | | 4/27/17 | | | | | | | | |

| [removed: 10.15*] [added: 10.14*] | | | [Form of Non-Employee Director Restricted Stock Award Agreement for the Carnival Corporation 2011 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000016/ex102_q22017-.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509719000019/ex_10x3xq22019.htm)] | | | 10-Q | | | | | | [removed: 10.2] [added: 10.3] | | | | | | [removed: 6/30/17] [added: 6/24/19] | | | | | | | | |

| [removed: 10.16*] [added: 10.9*] | | | [Form of Performance-Based Restricted [removed: Share] [added: Stock] Unit Agreement for the Carnival Corporation 2011 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000016/ex103_q22017.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x3x1q2019.htm)] | | | 10-Q | | | | | | 10.3 | | | | | | [removed: 6/30/17] [added: 4/9/19] | | | | | | | | |

| [removed: 10.17*] [added: 10.10*] | | | [Form of Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000016/ex104_q22017.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x4x1q2019.htm)] | | | 10-Q | | | | | | 10.4 | | | | | | [removed: 6/30/17] [added: 4/9/19] | | | | | | | | |

| 10.18* | | | [Form of [removed: Management Incentive Plan Tied] [added: Shareholder Equity Alignment] Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000018/ex_101q12018.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000030/ex1031q2020.htm)] | | | 10-Q | | | | | | [removed: 10.1] [added: 10.3] | | | | | | [removed: 3/22/18] [added: 4/1/20] | | | | | | | | |

| [removed: 10.19*] [added: 10.32*] | | | [Form of [removed: Management Incentive Plan Tied] [added: Special Performance-Based] Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000018/ex_102q12018.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex105q32020.htm)] | | | 10-Q | | | | | | [removed: 10.2] [added: 10.5] | | | | | | [removed: 3/22/18] [added: 10/8/20] | | | | | | | | |

| [removed: 10.20*] [added: 10.31*] | | | [Form of [added: Special] Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation [removed: 2011] [added: 2020] Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000018/ex_103q12018.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex104q32020.htm)] | | | 10-Q | | | | | | [removed: 10.3] [added: 10.4] | | | | | | [removed: 3/22/18] [added: 10/8/20] | | | | | | | | |

| [removed: 10.21*] [added: 10.34*] | | | [Form of [removed: Performance-Based] [added: Retention Time-Based] Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000018/ex_104q12018.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex107q32020.htm)] | | | 10-Q | | | | | | [removed: 10.4] [added: 10.7] | | | | | | [removed: 3/22/18] [added: 10/8/20] | | | | | | | | |

| [removed: 10.22*] [added: 10.33*] | | | [Form of [removed: Shareholder Equity Alignment] [added: Retention Time-Based] Restricted Stock Unit Agreement for the Carnival Corporation [removed: 2011] [added: 2020] Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000026/ex_10x1xq22018.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex106q32020.htm)] | | | 10-Q | | | | | | [removed: 10.1] [added: 10.6] | | | | | | [removed: 6/25/18] [added: 10/8/20] | | | | | | | | |

| [removed: 10.23*] [added: 10.19*] | | | [Form of Non-Employee Director [added: Annual] Restricted Stock Award Agreement for the [added: for the] Carnival Corporation [removed: 2011] [added: 2020] Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000026/ex_10x2xq22018.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex103q22020.htm)] | | | 10-Q | | | | | | [removed: 10.2] [added: 10.3] | | | | | | [removed: 6/25/18] [added: 7/10/20] | | | | | | | | |

| [removed: 10.25*] [added: 10.37] | | | [Form of [removed: Management Incentive Plan Tied] [added: Executive Time-Based] Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share [removed: Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x2x1q2019.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000052/ex_10x2q12021.htm)] | | | 10-Q | | | | | | 10.2 | | | | | | [removed: 4/9/19] [added: 4/7/21] | | | | | | | | |

| [removed: 10.26*] [added: 10.38] | | | [Form of [removed: Performance-Based] [added: Executive Time-Based] Restricted Stock Unit Agreement for the Carnival Corporation [removed: 2011] [added: 2020] Stock [removed: Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x3x1q2019.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000052/ex_10x3q12021.htm)] | | | 10-Q | | | | | | 10.3 | | | | | | [removed: 4/9/19] [added: 4/7/21] | | | | | | | | |

| [removed: 10.32*] [added: 10.15*] | | | [Amendment and Restatement Agreement dated August 6, 2019 in respect of the Multicurrency Revolving Facilities Agreement dated May 18, 2011, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Merrill Lynch International Designated Activity Company as facilities agent and a syndicate of financial [removed: institutions](https://www.sec.gov/Archives/edgar/data/815097/000081509719000034/ex101q32019.htm)] [added: institutions.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000034/ex101q32019.htm)] | | | 10-Q | | | | | | 10.1 | | | | | | 9/26/19 | | | | | | | | |

| [removed: 10.36*] [added: 10.20*] | | | [removed: [Form of Salary for Shares Restricted Stock Unit Agreement for the Carnival] [added: [Carnival] Corporation 2020 Stock [removed: Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex101q22020.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex105q22020.htm)] | | | 10-Q | | | | | | [removed: 10.1] [added: 10.5] | | | | | | 7/10/20 | | | | | | | | |

| [removed: 10.41*] [added: 10.21*] | | | [Term Loan Agreement dated as of June 30, 2020 among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival [removed: plc](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex106q22020.htm) [and] [added: plc and] the other Guarantors party hereto, the various financial institutions as are or shall become parties hereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S. Bank National Association, as security [removed: agent](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex106q22020.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex106q22020.htm)] | | | 10-Q | | | | | | 10.6 | | | | | | 7/10/20 | | | | | | | | |

| [removed: 10.42] [added: 10.22] | | | [Amendment No. 1, dated as of December 3, 2020 to Term Loan Agreement dated as of June 30, 2020 among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival [removed: plc](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x42q42020.htm) [](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x42q42020.htm)[and] [added: plc and] the other Guarantors party hereto, the various financial institutions as are or shall become parties hereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S. [removed: Bank](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x42q42020.htm)] [added: Bank.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x42q42020.htm)] | | | [added: 10-K] | | | | | | [added: 10.42] | | | | | | [added: 1/26/21] | | | | | | [removed: X] | | |

| [removed: 10.43] [added: 10.23] | | | [Indenture, dated as of April 6, 2020, among Carnival Corporation, as issuer, Carnival plc, [removed: the](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex107q22020.htm) [other](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex107q22020.htm) [Guarantors](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex107q22020.htm) [party thereto](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex107q22020.htm) [and] [added: the other Guarantors party thereto and] U.S. Bank National Association, as trustee, relating to the 5.75% Convertible Senior Notes due [removed: 2023](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex107q22020.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex107q22020.htm)] | | | 10-Q | | | | | | 10.7 | | | | | | 7/10/20 | | | | | | | | |

| [removed: 10.44] [added: 10.24] | | | [First Supplemental Indenture dated as of June 30, 2020 among Carnival Corporation as issuer, Carnival plc, [removed: the](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex109q22020.htm) [other] [added: the other] Guarantors party [removed: thereto](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex109q22020.htm) [and] [added: thereto and] U.S. Bank, National Association, as trustee, relating to the 5.75% Convertible Senior Notes due [removed: 2023](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex109q22020.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex109q22020.htm)] | | | 10-Q | | | | | | 10.9 | | | | | | 7/10/20 | | | | | | | | |

| [removed: 10.45] [added: 10.25] | | | [Second Supplemental Indenture dated as of July 8, 2020 among Carnival Corporation as issuer, Carnival plc, [removed: the](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex101q32020.htm) [other] [added: the other] Guarantors party [removed: thereto](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex101q32020.htm) [and] [added: thereto and] U.S. Bank, National Association, as trustee, relating to the 5.75% Convertible Senior Notes due [removed: 2023](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex101q32020.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex101q32020.htm)] | | | 10-Q | | | | | | 10.1 | | | | | | 10/8/20 | | | | | | | | |

| [removed: 10.46*] [added: 10.28*] | | | [removed: [Indenture,] [added: [Indenture] dated as of [removed: April 8, 2020,] [added: August 18, 2020] among Carnival [removed: Corporation,] [added: Corporation] as issuer, Carnival plc, the other Guarantors party thereto and U.S. [removed: Bank] [added: Bank,] National Association, as trustee, [added: security agent,] principal paying agent, transfer [removed: agent, registrar] [added: agent] and [removed: security agent, relat](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex108q22020.htm)[ing](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex108q22020.htm) [to] [added: registrar, relating to] the [removed: 11.500% First-Priority] [added: 9.875% Second-Priority] Senior Secured Notes due [removed: 2023](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex108q22020.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex103q32020.htm)] | | | 10-Q | | | | | | [removed: 10.8] [added: 10.3] | | | | | | [removed: 7/10/20] [added: 10/8/20] | | | | | | | | |

| [removed: 10.47] [added: 10.29] | | | [First Supplemental Indenture dated as of November 18, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee and security agent, relating to the [removed: 11.500% First-Priority] [added: 9.875% Second-Priority] Senior Secured Notes due [removed: 2023](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x47xq42020.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x51xq42020.htm)] | | | [added: 10-K] | | | | | | [added: 10.51] | | | | | | [added: 1/26/21] | | | | | | [removed: X] | | |

| [removed: 10.48*] [added: 10.26*] | | | [Indenture dated as of July 20, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, security agent, principal paying agent, transfer agent and registrar, relating to [removed: the](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm) [U.S.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm) [dollar-denomi](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm)[nated](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm) [10.500%] [added: the U.S. dollar-denominated 10.500%] Second-Priority Senior Secured Notes due 2026 and [removed: the](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm) [Euro](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm)[\-denomi](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm)[nated](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm) [10.125%] [added: the Euro-denominated 10.125%] Second-Priority Senior Secured Notes due [removed: 2026](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm)[.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm)] | | | 10-Q | | | | | | 10.2 | | | | | | 10/8/20 | | | | | | | | |

| [removed: 10.49] [added: 10.27] | | | [First Supplemental Indenture dated as of November 18, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee and security agent, relating to the U.S. dollar-denominated 10.500% Second-Priority Senior Secured Notes due 2026 and the Euro-denominated 10.125% Second-Priority Senior Secured Notes due [removed: 2026](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x49xq42020.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x49xq42020.htm)] | | | [added: 10-K] | | | | | | [added: 10.49] | | | | | | [added: 1/26/21] | | | | | | [removed: X] | | |

| [removed: 10.50*] [added: 10.43] | | | [Indenture dated as of [removed: August 18, 2020] [added: July 26, 2021,] among Carnival [removed: Corporation] [added: Corporation,] as issuer, Carnival plc, the other Guarantors party [removed: thereto] [added: hereto] and U.S. [removed: Bank,] [added: Bank] National Association, as trustee, [removed: security agent,] principal paying agent, transfer [removed: agent] [added: agent, registrar] and [removed: registrar,] [added: security agent,] relating to the [removed: 9.875% Second-Priority] [added: 4.00% First-Priority] Senior Secured Notes due [removed: 2027](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex103q32020.htm)] [added: 2028.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000098/ex_10x3xq32021.htm)] | | | 10-Q | | | | | | 10.3 | | | | | | [removed: 10/8/20] [added: 9/30/21] | | | | | | | | |

| [removed: 10.51] [added: 10.30] | | | [removed: [First Supplemental Indenture] [added: [Indenture] dated as of November [removed: 18,] [added: 25,] 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as [removed: trustee and security] [added: trustee, principal paying] agent, [added: transfer agent and registrar,] relating to the [removed: 9.875% Second-Priority] [added: U.S. dollar-denominated 7.625%] Senior [removed: Secured] [added: Unsecured] Notes due [removed: 2027](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x51xq42020.htm)] [added: 2026 and the Euro-denominated 7.625% Senior Unsecured Notes due 2026.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x52xq42020.htm)] | | | [added: 10-K] | | | | | | [added: 10.52] | | | | | | [added: 1/26/21] | | | | | | [removed: X] | | |

| [removed: 10.52] [added: 10.44] | | | [Indenture dated as of November [removed: 25, 2020] [added: 2, 2021,] among Carnival [removed: Corporation] [added: Corporation,] as issuer, Carnival plc, the other Guarantors party [removed: thereto] [added: hereto] and U.S. [removed: Bank,] [added: Bank] National Association, as trustee, principal paying agent, transfer [removed: agent] [added: agent, registrar] and [removed: registrar,] [added: security agent,] relating to the [removed: U.S. dollar-denominated 7.625% Senior Unsecured Notes due 2026 and the Euro-denominated 7.625%] [added: 6.000%] Senior Unsecured Notes due [removed: 2026](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x52xq42020.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/815097/000095014221003512/eh210196101_ex1001.htm)] | | | [added: 8-K] | | | | | | [added: 10.1] | | | | | | [added: 11/2/21] | | | | | | [removed: X] | | |

| [removed: 10.57] [added: 10.35] | | | [Amendment Agreement dated December 31, 2020 to [removed: the Amendment and Restatement Agreement dated August 6, 2019 in respect of the Multicurrency] [added: the](https://www.sec.gov/Archives/edgar/data/815097/000081509721000011/ex_10x12020.htm) [](https://www.sec.gov/Archives/edgar/data/815097/000081509721000011/ex_10x12020.htm)[Multicurrency] Revolving Facilities Agreement originally dated May 18, 2011, as amended and restated on August 6, 2019, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Europe Designated Activity Company as facilities agent and a syndicate of financial institutions.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000011/ex_10x12020.htm) | | | 8-K | | | | | | 10.1 | | | | | | 1/6/21 | | | | | | | | |

| 13 | | | [Portions of the [removed: 20](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)[20](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm) [Annual Report.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] [added: 2021 Annual Report.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.36 | | | [Indenture dated as of February 16, 2021 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 5.75% Senior Unsecured Notes due 2027.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000052/ex_10x1q12021.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 4/7/21 | | | | | | | | |

| 10.39 | | | [Amendment of the Carnival Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000074/ex_10x1q22021.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 6/28/21 | | | | | | | | |

| 10.40 | | | [Amendment Agreement dated May 11, 2021 to the Multicurrency Revolving Facilities Agreement originally dated May 18, 2011, as amended and restated on August 6, 2019 and further amended on December 31, 2020, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Europe Designated Activity Company as facilities agent and a syndicate of financial institutions.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000074/ex10_22021q2.htm) | | | 10-Q | | | | | | 10.2 | | | | | | 6/28/21 | | | | | | | | |

| 10.41 | | | [Amendment Agreement dated September 30, 2021 to the Multicurrency Revolving Facilities Agreement originally dated May 18, 2011, as amended and restated on August 6, 2019, as further amended on December 31, 2020 and May 11, 2021, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Europe Designated Activity Company as facilities agent and a syndicate of financial institutions.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ex_10x41xq42021.htm) | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.42 | | | [Amendment No. 2 to Term Loan Agreement, dated as of June 30, 2021, among Carnival Corporation and Carnival Finance, LLC, as borrowers, Carnival plc, as a guarantor, certain other subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.](https://www.sec.gov/Archives/edgar/data/815097/000110465921087680/tm2120678d2_ex10-1.htm) | | | 8-K | | | | | | 10.1 | | | | | | 6/30/21 | | | | | | | | |

| 10.45 | | | [Amendment No. 3 to Term Loan Agreement, by and among Carnival Corporation and Carnival Finance, LLC, as borrowers, Carnival plc, as a guarantor, certain other subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders and the lenders party thereto, dated as of October 5, 2021.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ex_10x45xq42021.htm) | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.46 | | | [Incremental Assumption Agreement and Amendment No. 4 to Term Loan Agreement, by and among Carnival Corporation Carnival Finance, LLC, as borrowers, Carnival plc, as a guarantor, certain other subsidiary guarantors party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as incremental term lender, dated as of October 18, 2021.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ex_10x46xq42021.htm) | | | | | | | | | | | | | | | | | | | | | X | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| INDEX TO EXHIBITS | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |

| Exhibit Number | | | Exhibit Description | | | Form | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| 4.15 | | | [Description of 1.000% Senior Notes Due 2029.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit415-description.htm) | | | 10-K | | | | | | 4.15 | | | | | | 1/28/20 | | | | | | | | |

| 10.9* | | | [Amendment to Facilities Agreement dated May 18, 2016 among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Merrill Lynch International Limited, as facilities agent, and KfW IPEX-Bank GmbH, Bayerische Landesbank, New York Branch and DZ BANK AG, Deutsche Zentral Genossenschaftsbank, Frankfurt am Main, New York Branch, as new lenders.](http://www.sec.gov/Archives/edgar/data/815097/000081509716000040/ex101.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 7/1/16 | | | | | | | | |

| 10.24* | | | [Form of Management Incentive Plan Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x1x1q2019.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 4/9/19 | | | | | | | | |

| 10.27* | | | [Form of Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x4x1q2019.htm) | | | 10-Q | | | | | | 10.4 | | | | | | 4/9/19 | | | | | | | | |

| 10.28* | | | [Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x5x1q2019.htm) | | | 10-Q | | | | | | 10.5 | | | | | | 4/9/19 | | | | | | | | |

| 10.29* | | | [Amended and Restated Carnival Corporation 2011 Stock Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000019/ex_10x1xq22019.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 6/24/19 | | | | | | | | |

| 10.30* | | | [Amended and Restated Carnival plc 2014 Employee Share Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000019/ex_10x2xq22019.htm) | | | 10-Q | | | | | | 10.2 | | | | | | 6/24/19 | | | | | | | | |

| 10.31* | | | [Form of Non-Employee Director Restricted Stock Award Agreement for the Carnival Corporation 2011 Stock Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000019/ex_10x3xq22019.htm) | | | 10-Q | | | | | | 10.3 | | | | | | 6/24/19 | | | | | | | | |

| 10.33* | | | [Form of Management Incentive Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000030/ex1011q2020.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 4/1/20 | | | | | | | | |

| 10.34* | | | [Form of Management Incentive Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000030/ex1021q2020.htm) | | | 10-Q | | | | | | 10.2 | | | | | | 4/1/20 | | | | | | | | |

| 10.35* | | | [Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000030/ex1031q2020.htm) | | | 10-Q | | | | | | 10.3 | | | | | | 4/1/20 | | | | | | | | |

| 10.37* | | | [Form of Salary for Shares Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex102q22020.htm) | | | 10-Q | | | | | | 10.2 | | | | | | 7/10/20 | | | | | | | | |

| 10.38* | | | [Form of Non-Employee Director Annual Restricted Stock Award Agreement for the for the Carnival Corporation 2020 Stock Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex103q22020.htm) | | | 10-Q | | | | | | 10.3 | | | | | | 7/10/20 | | | | | | | | |

| 10.39* | | | [Form of Non-Employee Director Shares for Retainer Restricted Stock Grants Agreement for the for the Carnival Corporation 2020 Stock Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex104q22020.htm) | | | 10-Q | | | | | | 10.4 | | | | | | 7/10/20 | | | | | | | | |

| 10.40* | | | [Carnival Corporation 2020 Stock Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex105q22020.htm) | | | 10-Q | | | | | | 10.5 | | | | | | 7/10/20 | | | | | | | | |

| 10.53* | | | [Form of Special Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex104q32020.htm) | | | 10-Q | | | | | | 10.4 | | | | | | 10/8/20 | | | | | | | | |

| 10.54* | | | [Form of Special Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex105q32020.htm) | | | 10-Q | | | | | | 10.5 | | | | | | 10/8/20 | | | | | | | | |

| 10.55* | | | [Form of Retention Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex106q32020.htm) | | | 10-Q | | | | | | 10.6 | | | | | | 10/8/20 | | | | | | | | |

| 10.56* | | | [Form of](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex107q32020.htm) [Retention](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex107q32020.htm) [Time-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex107q32020.htm) | | | 10-Q | | | | | | 10.7 | | | | | | 10/8/20 | | | | | | | | |

| [removed: Chairman] [added: Chair] of the Board of | | | [removed: Chairman] [added: Chair] of the Board of | | |

| [added: January 27,] 2022 | | | [removed: | | | 6 | | | | | | 25] [added: January 27, 2022] | | |

| Chief Climate Officer and Director | | | Chief Climate Officer and Director | | |

| Chief Climate Officer and Director | | | Chief Climate Officer and Director | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| January 27, 2022 | | | January 27, 2022 | | |

| *By: /s/ Enrique Miguez | | | *By: /s/ Enrique Miguez | | |

| Enrique Miguez | | | Enrique Miguez | | |

| January 27, 2022 | | | January 27, 2022 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Director | | | Director | | |

| January 26, 2021 | | | January 26, 2021 | | |

| *By: /s/ Arnaldo Perez | | | *By: /s/ Arnaldo Perez | | |

| Arnaldo Perez | | | Arnaldo Perez | | |

[Table of Conten](#ieddf7b26470c4ffc8392e2da3d044ac0_1)[t](#ieddf7b26470c4ffc8392e2da3d044ac0_1)[s](#ieddf7b26470c4ffc8392e2da3d044ac0_1)

Exhibit 13

CARNIVAL CORPORATION & PLC

EXHIBIT 13 TO FORM 10-K

FOR THE YEAR ENDED NOVEMBER 30, 2020

TABLE OF CONTENTS

| [CONSOLIDATED STATEMENTS OF INCOM](#ieddf7b26470c4ffc8392e2da3d044ac0_4)[E](#ieddf7b26470c4ffc8392e2da3d044ac0_4) [(L](#ieddf7b26470c4ffc8392e2da3d044ac0_4)[OSS)](#ieddf7b26470c4ffc8392e2da3d044ac0_4) | | | [2](#ieddf7b26470c4ffc8392e2da3d044ac0_4) | | |

| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOM](#ieddf7b26470c4ffc8392e2da3d044ac0_7)[E (LOSS)](#ieddf7b26470c4ffc8392e2da3d044ac0_7) | | | [3](#ieddf7b26470c4ffc8392e2da3d044ac0_7) | | |

| [CONSOLIDATED BALANCE SHEETS](#ieddf7b26470c4ffc8392e2da3d044ac0_10) | | | [4](#ieddf7b26470c4ffc8392e2da3d044ac0_10) | | |

| [CONSOLIDATED STATEMENTS OF CASH FLOWS](#ieddf7b26470c4ffc8392e2da3d044ac0_16) | | | [5](#ieddf7b26470c4ffc8392e2da3d044ac0_16) | | |

| [CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY](#ieddf7b26470c4ffc8392e2da3d044ac0_19) | | | [6](#ieddf7b26470c4ffc8392e2da3d044ac0_19) | | |

| [NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](#ieddf7b26470c4ffc8392e2da3d044ac0_25) | | | [7](#ieddf7b26470c4ffc8392e2da3d044ac0_25) | | |

| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#ieddf7b26470c4ffc8392e2da3d044ac0_133) | | | [40](#ieddf7b26470c4ffc8392e2da3d044ac0_133) | | |

| [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#ieddf7b26470c4ffc8392e2da3d044ac0_136) | | | [44](#ieddf7b26470c4ffc8392e2da3d044ac0_136) | | |

| [SELECTED FINANCIAL DATA](#ieddf7b26470c4ffc8392e2da3d044ac0_151) | | | [63](#ieddf7b26470c4ffc8392e2da3d044ac0_151) | | |

| [COMMON STOCK AND ORDINARY SHARES](#ieddf7b26470c4ffc8392e2da3d044ac0_154) | | | [65](#ieddf7b26470c4ffc8392e2da3d044ac0_154) | | |

| [STOCK PERFORMANCE GRAPHS](#ieddf7b26470c4ffc8392e2da3d044ac0_157) | | | [66](#ieddf7b26470c4ffc8392e2da3d044ac0_157) | | |

| [SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)](#ieddf7b26470c4ffc8392e2da3d044ac0_160) | | | [68](#ieddf7b26470c4ffc8392e2da3d044ac0_160) | | |

F-1

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in millions, except per share data)

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Years Ended November 30, | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |

| Revenues | | | | | | | | | | | | | | | | | |

| Passenger ticket | | | $ | 3,684 | | | | | $ | 14,104 | | | | | $ | 13,930 | |

| Onboard and other | | | 1,910 | | | | | | 6,721 | | | | | | 4,950 | | |

| | | | 5,595 | | | | | | 20,825 | | | | | | 18,881 | | |

| Operating Costs and Expenses | | | | | | | | | | | | | | | | | |

| Commissions, transportation and other | | | 1,139 | | | | | | 2,720 | | | | | | 2,590 | | |

| Onboard and other | | | 605 | | | | | | 2,101 | | | | | | 638 | | |

| Payroll and related | | | 1,780 | | | | | | 2,249 | | | | | | 2,190 | | |

| Fuel | | | 823 | | | | | | 1,562 | | | | | | 1,619 | | |