Carnival (CCL) 10-K risk factor changes: FY2022 vs FY2021

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 [removed: the COVID-19 pandemic and] [added: our substantial debt balance as a result of] the [removed: global economic climate may] [added: pause of our guest cruise operations could] give rise to or amplify many of [removed: these] [added: the] risks discussed below.

Some of the statements in this item and elsewhere in this document are “forward-looking statements.” For a discussion of those statements and of other factors to consider see the “Cautionary Note Concerning Factors That May Affect Future Results” [removed: section below.][added: section.]

[removed: COVID-19 and Liquidity/Debt] [added: Debt] Related Risk Factors

[removed: *a.* *COVID-19 has had,] [added: Pandemics have in the past] and [removed: is expected to continue to have,] [added: may in the future have] a significant [added: negative] impact on our financial condition and [removed: operations.][added: operations.*]

[removed: We have been, and will continue to be,] [added: - be] negatively impacted by travel [removed: advisories and evolving, conflicting and complex] [added: advisories,] restrictions, recommendations and regulations set by various governmental [removed: authorities.][added: authorities, which could impact our occupancy levels]

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

[removed: Due to COVID-19, we, as well as our industry, have been the] [added: - be] subject [removed: of] [added: to] negative publicity, [added: along with the cruise industry,] which could have a long-term impact on the appeal of our [removed: brands, which would diminish demand for vacations on our vessels.][added: cruises]

[removed: We may] [added: -] be [removed: adversely] [added: negatively] impacted as a result of the adverse impact [added: on] our partners, counterparties and joint ventures [removed: suffer.]

[removed: Moreover, our] [added: Our] ability to attract and retain [removed: guests and] [added: the loyalty of] our [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.

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

Our substantial debt [added: has had and] could [added: continue to] have important negative consequences for us.

- place us at a [removed: competitive] disadvantage compared to [removed: our competitors] [added: others] that have less debt;

Despite our leverage, we may incur more debt, [added: subject to certain restrictions,] which could adversely affect our business and prevent us from fulfilling our obligations with respect to our debt.*

Although the instruments governing our existing indebtedness contain restrictions on the incurrence of additional debt, [added: including certain additional restrictions which went into effect in 2023,] these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of debt that could be incurred in compliance with these restrictions could be substantial and a portion of such debt currently is, and may in the future be, secured.

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

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

Our ability to comply with our debt covenants, including the financial maintenance covenants described above, and restrictions may be affected by events beyond our control, including [removed: prevailing economic,] [added: global macroeconomic,] financial and industry conditions, such as the continued resumption of our guest cruise operations and our ability to issue additional equity.

If we breach any of these covenants or [removed: restrictions,] [added: restrictions and are not able to receive waivers for these covenants,] we could be in default under the terms of certain of our debt facilities and the relevant lenders [removed: could elect] [added: would have the right] to declare the debt, together with accrued and unpaid interest and other fees, if any, immediately due and payable (or cancel any unfunded commitments, if applicable) and proceed against any collateral, if any, securing that debt.

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

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

[removed: *e.* *We] [added: We] require a significant amount of cash to service our debt and sustain our operations.

Our ability to generate cash depends on many [removed: factors] [added: factors, including those] beyond our control, and we may not be able to generate cash required to service our [removed: debt.*][added: debt and sustain our operations.*]

Our ability to meet our debt service [removed: obligations or] [added: obligations,] refinance our debt [added: or sustain our business needs and operations] depends on our future operating and financial performance and [added: our] ability to generate cash.

This will be affected by our ability to successfully implement our business strategy, [added: which if unsuccessful, would negatively impact the occupancy levels and pricing of our cruises,] as well as general [removed: economic,] [added: macroeconomic,] financial, [added: geopolitical,] competitive, regulatory and other factors beyond our control, such as the disruption caused by the COVID-19 [removed: pandemic.][added: pandemic, the invasion of Ukraine, inflation, higher fuel prices and higher interest rates.]

We cannot [removed: assure you] [added: make assurances] that we will be able to generate sufficient cash through any of the foregoing.

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

[removed: If] [added: As] interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.

At the end of 2021, the ICE Benchmark Administration, the administrator for [removed: LIBOR,] [added: London Interbank Offered Rate (“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 [added: from those dates.]

SOFR is observed and backward-looking, which stands in contrast with [removed: LIBOR under the current methodology,] [added: LIBOR,] which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members.

The covenants in certain of our [removed: debt] [added: export credit] facilities may require us to secure those facilities in the future.*

[removed: Certain of our debt] [added: Our export credit] facilities contain provisions which may require that we provide a security interest in certain [removed: assets.][added: assets and in particular the relevant vessels that are the subject matter of those financings (or a comparable vessel).]

In certain of our [removed: debt] [added: export credit] facilities, there is a requirement that if the credit rating of our senior indebtedness [removed: should fall] [added: falls] below investment grade (which occurred on June 24, [removed: 2020)] [added: 2020] and [added: remained the case as of November 30, 2022) and] at such time we have granted liens or security interests in respect of indebtedness [removed: 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, [removed: then] we will be required to provide a first-priority security interest in [removed: certain designated assets.][added: the relevant vessel that is the subject matter of that export credit facility (or a comparable vessel).]

In addition, under [added: all] our export credit facilities, there is [added: also] a requirement that if a security interest or lien is granted in respect of a vessel to secure borrowed money under [removed: certain] [added: any] other [removed: debt facilities,] [added: export credit facility,] then a first-priority security interest [removed: will] [added: may] be required to be provided over [removed: certain designated vessels.][added: the relevant vessel which is the subject matter of that export credit facility (or a comparable vessel).]

If the events described above were to occur, we may be unable to comply with this requirement and [added: would] expect to seek covenant amendments from the lenders under the relevant facilities.

We have been, and may continue to 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 [removed: attacks] [added: attacks, war] and [added: military action, most recently the invasion of Ukraine, and] other general concerns.

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

We may [removed: also] be impacted by adverse changes in the perceived or actual economic climate, such as [added: inflation,] global or regional recessions, higher unemployment and underemployment rates and declines in income levels.

Incidents concerning our ships, guests or the cruise [removed: vacation] industry have in the past and may, in the future, [added: negatively] 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 sea, while in port or on land which may [added: generate negative publicity or] cause guest and crew discomfort, injury, or death.

*a.Events and conditions around the world, including war and other military actions, such as the invasion of Ukraine, inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel have led, and may in the future lead, to a decline in demand for cruises, impacting our operating costs and profitability.*

The invasion of Ukraine and

its resulting impacts, including supply chain disruptions, increased fuel prices, impact on demand for cruises to neighboring regions and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business.

Pandemics have in the past and may in the future have a significant negative impact on our financial condition and operations.

We could:

- be forced to re-implement a pause of our guest cruise operations

- be subject to lawsuits, other governmental investigations and other actions

- reassess our ship deployment options and our fleet, which could lead to the removal of additional ships from our fleet and may result in incremental ship impairment charges and losses on ship sales

- be negatively impacted by the inability to attract and retain the loyalty of our guests and hire and retain our crew

In addition, regulatory developments may restrict or limit our access to certain destinations and/or countries or curtail our freedom to operate.

Examples of such factors include the availability

In addition, we may be unable to obtain appropriate technology in a timely manner or at all or we may incur significant costs in doing so.

A failure to adopt the appropriate technology, or a failure or obsolescence in the technology that we do adopt, could have adverse effects on our business.

In addition, carbon-intensive industries may become a less attractive employment opportunity.

In connection

The price of LNG in certain markets has been and may continue to be unattractive compared to other alternatives, and as such, at times we have used and may continue to use conventional fuels to power our LNG ships.

*j.

*k.

*l.

For example, Asia, specifically China, remains closed to the cruise industry and it is uncertain when or if we will resume operations in the region.

As a result, we along with other cruise operators, have had to find itineraries in alternative regions for the ships that were previously serving the Asia market, which could lead to overcapacity in other regions.

*m.

*a.

Failure to successfully implement our business strategy following our resumption of guest cruise operations would negatively impact the occupancy levels and pricing of our cruises and could have a material adverse effect on our business.

*d.

At November 30, 2022, we were in compliance with the applicable covenants under our debt agreements.

Refer to Note 5 - Debt for additional information.

*e.

*f.

| •Occupancy | | | •Adjusted EBITDA | | |

| •Interest, tax and fuel expenses | | | •Adjusted Net Income (Loss) | | |

The current, and uncertain future, impact of 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.*

The COVID-19 global pandemic is having material negative impacts on all aspects of our business.

We implemented a pause of our guest cruise operations in mid-March 2020 across all brands.

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.

We cannot predict how long the negative impact of media attention on our brands 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 have received, and may continue to receive, lawsuits, other governmental investigations and other actions stemming from COVID-19.

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 be material.

In connection with our capacity optimization strategy, we have and may continue to accelerate the removal of ships from our fleet.

Some agreements for the disposal of vessels have been for recycling.

When we choose to dispose of a ship, there can be no assurance that there will be a viable buyer to purchase it at a price that exceeds our net book value, which could result in ship impairment charges and losses on ship disposals.

We cannot predict the timing of our complete return to service at historical occupancy levels and when certain ports will reopen to our ships.

If our gradual resumption of guest cruise operations is delayed or there are future pauses or additional disruptions in the resumption of guest cruise operations, it could further negatively impact our liquidity.

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

Moreover, even as travel advisories and restrictions are lifted, demand for cruises may continue to be impacted and we cannot predict if and when each brand will return to pre-outbreak demand, occupancy or pricing.

In addition, we cannot predict the impact COVID-19 will have on our partners, such as travel agencies, suppliers and other vendors, counterparties and joint ventures.

We have never previously experienced a complete cessation and subsequent gradual resumption of our guest cruise operations, and as a consequence, our ability to be predictive regarding the 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) 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.

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.

The extent of the effects of 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 continued severity and the length of time it takes for operating conditions to return the company to profitability.

In addition, in July 2017, the United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced that it will no longer persuade or compel banks to submit LIBOR rates after 2021.

from those dates.

*g.

*a.World events impacting the ability or desire of people to travel have and may continue to lead to a decline in demand for cruises.*

Our ability to attract and retain 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 the cruising industry and our ships specifically.

Refer to Operating Risk Factor d.

Failure to comply with the requirements of this environmental compliance plan or other special conditions of probation could result in fines, which the court has imposed in the past, and restrictions on our operations.

Refer to Operating Risk Factor f.

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

technology operations and system networks, as well as our ability to refine and update to more advanced systems and technologies.

Our ability to re-hire crew may be negatively impacted by increasing demands related to our comprehensive health and safety protocols, including mask and vaccine requirements and by reduced labor supply as many have obtained alternative employment during the pause in guest cruise operations.

For example, we are experiencing difficulty in hiring sufficient qualified shipboard medical employees to support our return to full operations.

As a result of changes in regulations, we consumed a larger percentage of low sulfur fuel in 2021, which will likely increase our fuel costs during our gradual resumption of guest cruise operations.

At this time, the marine LNG distribution infrastructure is in the early stages of development with a limited number of suppliers.

| •Interest, tax and fuel expenses | | | •Return to guest cruise operations | | |

| •Currency exchange rates | | | •Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations | | |

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/815097/000081509722000009/ccl-20211130_d2.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_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/815097/000081509722000009/ccl-20211130_d2.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm)] and is incorporated by reference into this Form 10-K.

The financial statements, together with the report thereon of PricewaterhouseCoopers LLP (PCAOB ID 238), dated January 27, [removed: 2022,] [added: 2023,] are shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm)] and are incorporated by reference into this Form 10-K.

The two companies operate as if they are a single economic enterprise with a single [removed: senior] executive management team and identical Boards of Directors, but each has retained its separate legal identity.

Together with their consolidated subsidiaries, Carnival Corporation and Carnival plc are referred to collectively in this Form 10-K as “Carnival Corporation & plc,” [added: “company,”] “our,” “us” and “we.” We are [removed: one of] the [removed: world’s] largest [added: global cruise company and among the largest] leisure travel companies with [removed: operations in North America, Australia, Europe and Asia.][added: a portfolio of world-class cruise lines.]

In the face of the global impact of COVID-19, we paused our guest cruise operations in [removed: mid-March 2020.][added: March 2020 and began resuming guest cruise operations in 2021.]

[removed: Compliance, HESS and] Sustainability [added: and XVII.]

[removed: We are committed to operating a safe and reliable fleet and to protect the environment and the] [added: - Respect & Protect - The] health, safety and well-being of our [removed: guests, the] people [removed: in the communities we touch] and [removed: our shipboard and shoreside employees.][added: the planet are vital.]

We are [removed: dedicated] [added: committed] to [removed: fully] complying with, or exceeding, all [removed: applicable legal and statutory] [added: relevant] requirements.

In [removed: order to continue supporting our sustainability strategy across our brands and business partners,] [added: 2021,] we [removed: have] established [removed: new] goals for 2030 [removed: and aspirations for 2050] which incorporate [removed: the] six key focus areas [removed: and] [added: listed below that] 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 [removed: emissions.][added: emissions and our aspiration to achieve net carbon-neutral operations.]

[removed: Historically, the] [added: The] premium experience [added: generally] includes cruises that last from seven to 14 days.

| [removed: Calendar Years] | | | | | | [removed: Global] [added: Carnival Corporation & plc] Cruise [removed: Industry (c)] [added: Guests Carried] | | | | | | [removed: Carnival Corporation & plc] | | | [added: | | | | | | | | | | | |]

| [removed: 2019 - 2021] | | | | | | [removed: 4.6] [added: 2022] | | [removed: %] | | | | [removed: 1.2] [added: 2021] | | [removed: %] | [added: | | | 2019 | | |]

(a)Includes ships which have resumed guest cruise operations and ships [removed: in pause status] expected to [removed: return to] [added: resume] guest cruise operations.

[removed: 2022-2024] [added: 2023-2025] data is estimated based on announced newbuilds and ship retirements and does not include an estimate for unannounced ship retirements.

| | | | Ships in Service or Expected to Return to Service as of November 30, [removed: 2021] [added: 2022] (a) | | | | | | | | | | | | | | | | | | | | |

| Carnival Cruise Line [removed: (b)] | | | [removed: 74,710] [added: 75,530] | | | [added: (b)] | | | | | | | | | [removed: 31] [added: 30] | | % | | | | [removed: 25] [added: 24] | | |

| Princess Cruises | | | [removed: 42,610] [added: 46,280] | | | | | | | | | | | | 18 | | | | | | [removed: 14] [added: 15] | | |

| Costa Cruises (“Costa”) | | | [removed: 36,520] [added: 39,580] | | | [added: (b) (c)] | | | | | | | | | [removed: 15] [added: 16] | | | | | | 11 | | |

| AIDA Cruises (“AIDA”) | | | [removed: 30,770] [added: 33,540] | | | [added: (d)] | | | | | | | | | 13 | | | | | | [removed: 13] [added: 12] | | |

| P&O Cruises (UK) | | | 19,020 | | | | | | | | | | | | [removed: 8] [added: 7] | | | | | | 6 | | |

In [removed: 2021,] [added: 2022,] we carried [removed: 1.2] [added: 7.7] million passengers, consisting of [removed: 0.7] [added: 5.6] million carried by our NAA segment and [removed: 0.5] [added: 2.1] million carried by our EA segment, which was lower than our historical levels as a result of the [removed: gradual] [added: pause and subsequent] resumption of [added: our] guest cruise operations.

As of November 30, [removed: 2021,] [added: 2022,] we have a total of [removed: 11] [added: 6] cruise ships expected to be delivered through 2025.

Our ship construction contracts are with Fincantieri and MARIOTTI in [removed: Italy, Meyer Werft in Germany] [added: Italy] and Meyer [removed: Turku] [added: Werft] in [removed: Finland.][added: Germany.]

| [removed: *Carnival Celebration*] | | | [added: As of] November [removed: 2022] [added: 30, 2022] | | | | | | [removed: 5,250] | | |

| *Carnival Jubilee* [added: (a)] | | | [removed: October] [added: December] 2023 | | | | | | [removed: 5,440] [added: 5,370] | | |

| Newbuild (a) | | | July 2025 | | | | | | [removed: 4,270] [added: 4,320] | | |

| *Seabourn Pursuit* | | | [removed: February] [added: July] 2023 | | | | | | 260 | | |

| *Arvia* [added: (a)] | | | December 2022 | | | | | | [removed: 5,190] [added: 5,290] | | |

[removed: ][added: ]

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

[removed: ][added: ]

For over 55 years, Princess has sailed the world [removed: bringing people closer together – by] connecting guests to [removed: their loved ones, exciting cultures] [added: what matters most – the people they love, the people they meet] and [removed: new friends.][added: the destinations they visit.]

[removed: ][added: ]

[removed: ][added: ]

For [removed: almost] 90 years, P&O Cruises (Australia) has taken Australians & New Zealanders on dream holidays to the [removed: South Pacific filled with amazing entertainment, world-class dining, idyllic] [added: most incredible] destinations [removed: and unforgettable onboard experiences.][added: along the Australian coast as well as the idyllic South Pacific.]

[removed: With P&O Cruises (Australia) you] [added: Delivered in the Aussie way, guests] can choose to do everything, or nothing at [removed: all.][added: all, with P&O Cruises (Australia).]

[removed: ][added: ]

[removed: ][added: ]

Costa brings a modern Italian lifestyle to its ships and provides guests with a true European experience that embodies a uniquely Italian passion for life through warm hospitality, entertainment and [removed: gastronomy] [added: gastronomy,] that makes Costa different from any other cruise experience.

[removed: ][added: ]

AIDA [removed: provides a cruising wellness holiday in] [added: delivers unique travel experiences with] modern [removed: comfort] [added: comfort,] where guests [added: of all ages] feel at home and enjoy consistently excellent service accompanied by the AIDA smile.

With operations in North America, Australia, Europe and Asia, our portfolio features - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, Princess Cruises, P&O Cruises (Australia), P&O Cruises (UK) and Seabourn.

II.Mission (Purpose), Vision, Values and Priorities

Mission (Purpose)

To deliver unforgettable happiness to our guests by providing extraordinary cruise vacations, while honoring the integrity of every ocean we sail, place we visit and life we touch.

Vision

As the global leader in the cruise industry, we will lead the way in innovative and sustainable cruising to deliver memorable vacations and build borderless connections.

Culture Essentials (our Core Values)

- Speak Up - Our voice is our strength.

Every one of us, regardless of level or role, speaks up when we have questions, comments, concerns, or new ideas.

If we see something wrong or that doesn’t seem right, we say something and trust our voices will be heard without fear of retaliation.

We choose to take decisive actions to respect and protect every life we touch, the places we sail and the laws that govern us.

- Empower - We and our team members have the time, tools and support we need to do our best work.

We’re empowered to take personal ownership and accountability to succeed, and we take pride in our work.

- Improve - Our business is built on forward motion.

We have the courage to dream big, driving innovation and continuous improvement in guest and team member experiences, operations, compliance, sustainability and beyond.

- Listen & Learn - We listen actively and seek to understand before responding, because the more perspectives we have, the better decisions we make.

We value and respect the words and ideas of others, keeping an open mind, and learning from our successes and failures.

- Communicate - We openly share our knowledge, skills and information across brands, functions and the entire company to further our collective success.

Together we champion our mission, vision, values and company priorities.

Priorities

Ensure each of our world-class brands owns its space in the vacation market by delivering extraordinary experiences tailored to its guests.

We understand vacation expectations and preferences vary widely among our diverse audience of potential guests.

To fulfill our mission, and in the process achieve outstanding guest satisfaction levels, industry-leading demand and greatly improved pricing, each of our brands must carve out a distinct identity for delivering cruise experiences.

Our brands must effectively market their uniqueness to existing and potential guests and deliver on their promise across the entire guest journey.

Become travel and leisure’s employer of choice.

We celebrate our diverse team of over 160,000 team members representing approximately 150 countries and are committed to providing a welcoming and inclusive environment where people from different backgrounds, experiences and walks of life can succeed.

We care deeply for our team members and must always cultivate an atmosphere of openness, respect and trust.

We know our team members are at the heart of inspiring unforgettable happiness, so we strive to be the world’s number-one choice for hospitality, travel and leisure careers.

Maintain our commitment to seek excellence in compliance, environmental protection and in looking after the safety, health and well-being of every life we touch.

Achieving our mission depends on being good corporate citizens and stewards of the environment.

Safeguarding the planet we call home, our guests, the communities we serve, and our Carnival family, and complying with the laws and regulations that govern our business, is vital to our success.

Set the pace with the industry’s smartest solutions that deliver on our sustainability roadmap to 2030.

Our earth, ecosystem and environment mean everything to us.

Without the incredible communities and scenic spaces we operate in, our mission of inspiring unforgettable happiness would be impossible.

We’re determined to lead the way in sustainable cruising by promoting positive climate action, contributing to a circular economy, partnering with the communities we sail to and from and reducing our carbon footprint.

To do this, we are investing in technology upgrades and fleet improvements, piloting alternative fuel types, optimizing itineraries and cultivating a workforce that mirrors the diversity of the communities we encounter along the way.

Strengthen our balance sheet and deliver long-term shareholder value.

In recent years, travel and leisure has endured volatility unlike anything seen in modern history, including unique obstacles that disproportionally affected the cruise industry.

With our operations now approaching full strength and the continued support of our guests, team members, investors and other stakeholders, we are focused on our financial fitness.

We’re determined to drive revenue, operate effectively and efficiently at scale, generate record levels of cash from operations and invest our capital wisely.

II. Recent Developments

Resumption of Guest Cruise Operations

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

and medical knowledge related to mitigation strategies.

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.

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

III. Vision, Goals and Related Strategies

At Carnival Corporation & plc, our highest responsibility and top priority is compliance, environmental protection 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.

On this foundation, we aspire to deliver unmatched joyful vacations for our guests, always exceeding their

expectations and in doing so driving outstanding shareholder value.

We are committed to a positive and just corporate culture, based on inclusion and the power of diversity.

We operate with integrity, trust and respect for each other -- communicating, coordinating and collaborating while seeking candor, openness and transparency at all times.

And we aspire to be an exemplary corporate citizen, leaving the people and the places we touch even better.

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

- Compliance, health, environment, safety, security (“HESS”) and sustainability

- Guests

- Employees

- Investors and other stakeholders

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.

Guests

Our goal is to deliver unmatched joyful vacations for our guests by consistently exceeding their expectations while providing them with a wide variety of exceptional vacation experiences and attractive itineraries.

We believe that our 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.

Employees

The legal proceedings described in Note 7 – “Contingencies”, including those described under “COVID-19 [removed: Matters,”] [added: Actions,”] are shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm)] and are incorporated by reference into this Form 10-K.

On June 20, 2022, Princess Cruises notified the Australian Maritime Safety Authorization (“AMSA”) and the flag state, Bermuda, regarding approximately six cubic meters of comminuted food waste (liquid biodigester effluent) inadvertently discharged by *Coral Princess* inside the Great Barrier Reef Marine Park.

On June 23, 2022, the UK P&I Club N.V. provided a letter of undertaking for approximately $1.9 million (being the estimated maximum combined penalty).

We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

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.

For the fiscal year ended November 30, [removed: 2021] [added: 2022] 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: $25.2] [added: $12.1] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January [removed: 13, 2022,] [added: 12, 2023,] Carnival Corporation had outstanding [removed: 986,363,933] [added: 1,113,479,515] 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: $4.6] [added: $2.3] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January [removed: 13, 2022,] [added: 12, 2023,] Carnival plc had outstanding [removed: 185,007,921] [added: 186,136,095] Ordinary Shares $1.66 par value, one Special Voting Share GBP 1.00 par value and [removed: 986,363,933] [added: 1,113,479,515] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

Portions of the [removed: 2021] [added: 2022] Annual Report and [removed: 2022] [added: 2023] 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: 2021][added: 2022]

| Item 1. | | | [removed: [Business](#i17538c22667740afb15951c274adcfdc_10)] [added: [Business](#ia453f32ef7ab4c13b89c9eff5081eaa5_10)] | | | [removed: [4](#i17538c22667740afb15951c274adcfdc_10)] [added: [4](#ia453f32ef7ab4c13b89c9eff5081eaa5_10)] | | |

| | | | [B. Global Cruise [removed: Industry](#i17538c22667740afb15951c274adcfdc_19)] [added: Industry](#ia453f32ef7ab4c13b89c9eff5081eaa5_19)] | | | [removed: [6](#i17538c22667740afb15951c274adcfdc_19)] [added: [5](#ia453f32ef7ab4c13b89c9eff5081eaa5_19)] | | |

| | | | [II. Passenger Capacity by Ocean Going [removed: Vessels](#i17538c22667740afb15951c274adcfdc_25)] [added: Vessels](#ia453f32ef7ab4c13b89c9eff5081eaa5_25)] | | | [removed: [6](#i17538c22667740afb15951c274adcfdc_25)] [added: [6](#ia453f32ef7ab4c13b89c9eff5081eaa5_25)] | | |

| | | | [C. Our Global Cruise [removed: Business](#i17538c22667740afb15951c274adcfdc_28)] [added: Business](#ia453f32ef7ab4c13b89c9eff5081eaa5_28)] | | | [removed: [7](#i17538c22667740afb15951c274adcfdc_28)] [added: [6](#ia453f32ef7ab4c13b89c9eff5081eaa5_28)] | | |

| | | | [I. Segment [removed: Information](#i17538c22667740afb15951c274adcfdc_28)] [added: Information](#ia453f32ef7ab4c13b89c9eff5081eaa5_28)] | | | [removed: [7](#i17538c22667740afb15951c274adcfdc_28)] [added: [6](#ia453f32ef7ab4c13b89c9eff5081eaa5_28)] | | |

| | | | [II. Passengers [removed: Carried](#i17538c22667740afb15951c274adcfdc_1466)] [added: Carried](#ia453f32ef7ab4c13b89c9eff5081eaa5_34)] | | | [removed: [7](#i17538c22667740afb15951c274adcfdc_1466)] [added: [7](#ia453f32ef7ab4c13b89c9eff5081eaa5_34)] | | |

| | | | [III. Ships Under Contract for [removed: Construction](#i17538c22667740afb15951c274adcfdc_34)] [added: Construction](#ia453f32ef7ab4c13b89c9eff5081eaa5_37)] | | | [removed: [8](#i17538c22667740afb15951c274adcfdc_34)] [added: [7](#ia453f32ef7ab4c13b89c9eff5081eaa5_37)] | | |

| | | | [IV. Cruise [removed: Brands](#i17538c22667740afb15951c274adcfdc_37)] [added: Brands](#ia453f32ef7ab4c13b89c9eff5081eaa5_40)] | | | [removed: [8](#i17538c22667740afb15951c274adcfdc_37)] [added: [7](#ia453f32ef7ab4c13b89c9eff5081eaa5_40)] | | |

| | | | [V. Principal Source Geographic [removed: Areas](#i17538c22667740afb15951c274adcfdc_40)] [added: Areas](#ia453f32ef7ab4c13b89c9eff5081eaa5_43)] | | | [removed: [10](#i17538c22667740afb15951c274adcfdc_40)] [added: [9](#ia453f32ef7ab4c13b89c9eff5081eaa5_43)] | | |

| | | | [VI. Cruise [removed: Programs](#i17538c22667740afb15951c274adcfdc_43)] [added: Programs](#ia453f32ef7ab4c13b89c9eff5081eaa5_46)] | | | [removed: [10](#i17538c22667740afb15951c274adcfdc_43)] [added: [10](#ia453f32ef7ab4c13b89c9eff5081eaa5_46)] | | |

| | | | [VII. Cruise Pricing and Payment [removed: Terms](#i17538c22667740afb15951c274adcfdc_46)] [added: Terms](#ia453f32ef7ab4c13b89c9eff5081eaa5_49)] | | | [removed: [11](#i17538c22667740afb15951c274adcfdc_46)] [added: [10](#ia453f32ef7ab4c13b89c9eff5081eaa5_49)] | | |

| | | | [VIII. [removed: Seasonality](#i17538c22667740afb15951c274adcfdc_49)] [added: Seasonality](#ia453f32ef7ab4c13b89c9eff5081eaa5_52)] | | | [removed: [11](#i17538c22667740afb15951c274adcfdc_49)] [added: [11](#ia453f32ef7ab4c13b89c9eff5081eaa5_52)] | | |

| | | | [IX. Onboard and Other [removed: Revenues](#i17538c22667740afb15951c274adcfdc_52)] [added: Revenues](#ia453f32ef7ab4c13b89c9eff5081eaa5_55)] | | | [removed: [12](#i17538c22667740afb15951c274adcfdc_52)] [added: [11](#ia453f32ef7ab4c13b89c9eff5081eaa5_55)] | | |

| | | | [X. Marketing [removed: Activities](#i17538c22667740afb15951c274adcfdc_55)] [added: Activities](#ia453f32ef7ab4c13b89c9eff5081eaa5_58)] | | | [removed: [12](#i17538c22667740afb15951c274adcfdc_55)] [added: [11](#ia453f32ef7ab4c13b89c9eff5081eaa5_58)] | | |

| | | | [XI. Sales [removed: Channels](#i17538c22667740afb15951c274adcfdc_58)] [added: Channels](#ia453f32ef7ab4c13b89c9eff5081eaa5_61)] | | | [removed: [12](#i17538c22667740afb15951c274adcfdc_58)] [added: [11](#ia453f32ef7ab4c13b89c9eff5081eaa5_61)] | | |

| | | | [removed: [XII.] [added: [XI](#ia453f32ef7ab4c13b89c9eff5081eaa5_64)[V](#ia453f32ef7ab4c13b89c9eff5081eaa5_64)[.] Ethics and [removed: Compliance](#i17538c22667740afb15951c274adcfdc_61)] [added: Compliance](#ia453f32ef7ab4c13b89c9eff5081eaa5_64)] | | | [removed: [13](#i17538c22667740afb15951c274adcfdc_61)] [added: [13](#ia453f32ef7ab4c13b89c9eff5081eaa5_64)] | | |

| | | | [removed: [XIV.] [added: [XI](#ia453f32ef7ab4c13b89c9eff5081eaa5_70)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_70)[.] Human Capital Management and [removed: Employees](#i17538c22667740afb15951c274adcfdc_67)] [added: Employees](#ia453f32ef7ab4c13b89c9eff5081eaa5_70)] | | | [removed: [15](#i17538c22667740afb15951c274adcfdc_67)] [added: [12](#ia453f32ef7ab4c13b89c9eff5081eaa5_70)] | | |

| | | | [removed: [XV.] [added: [XV](#ia453f32ef7ab4c13b89c9eff5081eaa5_82)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_82)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_82)[.] Supply [removed: Chain](#i17538c22667740afb15951c274adcfdc_82)] [added: Chain](#ia453f32ef7ab4c13b89c9eff5081eaa5_82)] | | | [removed: [16](#i17538c22667740afb15951c274adcfdc_82)] [added: [28](#ia453f32ef7ab4c13b89c9eff5081eaa5_82)] | | |

| | | | [removed: [XVII.] [added: [X](#ia453f32ef7ab4c13b89c9eff5081eaa5_91)[IX](#ia453f32ef7ab4c13b89c9eff5081eaa5_91)[.] Governmental [removed: Regulations](#i17538c22667740afb15951c274adcfdc_91)] [added: Regulations](#ia453f32ef7ab4c13b89c9eff5081eaa5_91)] | | | [removed: [17](#i17538c22667740afb15951c274adcfdc_91)] [added: [29](#ia453f32ef7ab4c13b89c9eff5081eaa5_91)] | | |

| | | | [removed: [XIX.] [added: [X](#ia453f32ef7ab4c13b89c9eff5081eaa5_97)[XI](#ia453f32ef7ab4c13b89c9eff5081eaa5_97)[.] Trademarks and Other Intellectual [removed: Property](#i17538c22667740afb15951c274adcfdc_97)] [added: Property](#ia453f32ef7ab4c13b89c9eff5081eaa5_97)] | | | [removed: [25](#i17538c22667740afb15951c274adcfdc_97)] [added: [37](#ia453f32ef7ab4c13b89c9eff5081eaa5_97)] | | |

| | | | [removed: [XX. Competition](#i17538c22667740afb15951c274adcfdc_100)] [added: [XX](#ia453f32ef7ab4c13b89c9eff5081eaa5_100)[II](#ia453f32ef7ab4c13b89c9eff5081eaa5_100)[. Competition](#ia453f32ef7ab4c13b89c9eff5081eaa5_100)] | | | [removed: [25](#i17538c22667740afb15951c274adcfdc_100)] [added: [37](#ia453f32ef7ab4c13b89c9eff5081eaa5_100)] | | |

| | | | [D. Website Access to Carnival Corporation & plc SEC [removed: Reports](#i17538c22667740afb15951c274adcfdc_103)] [added: Reports](#ia453f32ef7ab4c13b89c9eff5081eaa5_103)] | | | [removed: [26](#i17538c22667740afb15951c274adcfdc_103)] [added: [38](#ia453f32ef7ab4c13b89c9eff5081eaa5_103)] | | |

| | | | [E. Industry and Market [removed: Data](#i17538c22667740afb15951c274adcfdc_106)] [added: Data](#ia453f32ef7ab4c13b89c9eff5081eaa5_106)] | | | [removed: [26](#i17538c22667740afb15951c274adcfdc_106)] [added: [38](#ia453f32ef7ab4c13b89c9eff5081eaa5_106)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i17538c22667740afb15951c274adcfdc_109)] [added: Factors](#ia453f32ef7ab4c13b89c9eff5081eaa5_109)] | | | [removed: [27](#i17538c22667740afb15951c274adcfdc_109)] [added: [39](#ia453f32ef7ab4c13b89c9eff5081eaa5_109)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i17538c22667740afb15951c274adcfdc_112)] [added: Comments](#ia453f32ef7ab4c13b89c9eff5081eaa5_112)] | | | [removed: [35](#i17538c22667740afb15951c274adcfdc_112)] [added: [47](#ia453f32ef7ab4c13b89c9eff5081eaa5_112)] | | |

| Item 2. | | | [removed: [Properties](#i17538c22667740afb15951c274adcfdc_115)] [added: [Properties](#ia453f32ef7ab4c13b89c9eff5081eaa5_115)] | | | [removed: [35](#i17538c22667740afb15951c274adcfdc_115)] [added: [47](#ia453f32ef7ab4c13b89c9eff5081eaa5_115)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i17538c22667740afb15951c274adcfdc_118)] [added: Proceedings](#ia453f32ef7ab4c13b89c9eff5081eaa5_118)] | | | [removed: [35](#i17538c22667740afb15951c274adcfdc_118)] [added: [47](#ia453f32ef7ab4c13b89c9eff5081eaa5_118)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i17538c22667740afb15951c274adcfdc_121)] [added: Disclosures](#ia453f32ef7ab4c13b89c9eff5081eaa5_121)] | | | [removed: [36](#i17538c22667740afb15951c274adcfdc_121)] [added: [47](#ia453f32ef7ab4c13b89c9eff5081eaa5_121)] | | |

| Item 5. | | | [Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i17538c22667740afb15951c274adcfdc_124)] [added: Securities](#ia453f32ef7ab4c13b89c9eff5081eaa5_124)] | | | [removed: [36](#i17538c22667740afb15951c274adcfdc_124)] [added: [48](#ia453f32ef7ab4c13b89c9eff5081eaa5_124)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i17538c22667740afb15951c274adcfdc_130)] [added: Operations](#ia453f32ef7ab4c13b89c9eff5081eaa5_130)] | | | [removed: [37](#i17538c22667740afb15951c274adcfdc_130)] [added: [49](#ia453f32ef7ab4c13b89c9eff5081eaa5_130)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i17538c22667740afb15951c274adcfdc_133)] [added: Risk](#ia453f32ef7ab4c13b89c9eff5081eaa5_133)] | | | [removed: [37](#i17538c22667740afb15951c274adcfdc_133)] [added: [49](#ia453f32ef7ab4c13b89c9eff5081eaa5_133)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i17538c22667740afb15951c274adcfdc_136)] [added: Data](#ia453f32ef7ab4c13b89c9eff5081eaa5_136)] | | | [removed: [37](#i17538c22667740afb15951c274adcfdc_136)] [added: [49](#ia453f32ef7ab4c13b89c9eff5081eaa5_136)] | | |

| | | | [A. Overview](#ia453f32ef7ab4c13b89c9eff5081eaa5_10) | | | [4](#ia453f32ef7ab4c13b89c9eff5081eaa5_10) | | |

| | | | [I. Summary](#ia453f32ef7ab4c13b89c9eff5081eaa5_10) | | | [4](#ia453f32ef7ab4c13b89c9eff5081eaa5_10) | | |

| | | | [I](#ia453f32ef7ab4c13b89c9eff5081eaa5_16)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_16)[.](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) [Mission](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) [(Purpose)](#ia453f32ef7ab4c13b89c9eff5081eaa5_16)[,](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) [Vision,](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) [Values and](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) [Priorities](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) | | | [4](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) | | |

| | | | [I. Overview](#ia453f32ef7ab4c13b89c9eff5081eaa5_19) | | | [5](#ia453f32ef7ab4c13b89c9eff5081eaa5_19) | | |

| | | | [X](#ia453f32ef7ab4c13b89c9eff5081eaa5_88)[III](#ia453f32ef7ab4c13b89c9eff5081eaa5_88)[. Port Destinations and Private Islands](#ia453f32ef7ab4c13b89c9eff5081eaa5_88) | | | [13](#ia453f32ef7ab4c13b89c9eff5081eaa5_88) | | |

| | | | [X](#ia453f32ef7ab4c13b89c9eff5081eaa5_67)[V](#ia453f32ef7ab4c13b89c9eff5081eaa5_67)[.](#ia453f32ef7ab4c13b89c9eff5081eaa5_67) [](#ia453f32ef7ab4c13b89c9eff5081eaa5_67)[Sustainability](#ia453f32ef7ab4c13b89c9eff5081eaa5_67) | | | [14](#ia453f32ef7ab4c13b89c9eff5081eaa5_67) | | |

| | | | [XV](#ia453f32ef7ab4c13b89c9eff5081eaa5_76)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_76)[. Information Technology](#ia453f32ef7ab4c13b89c9eff5081eaa5_76) | | | [27](#ia453f32ef7ab4c13b89c9eff5081eaa5_76) | | |

| | | | [XV](#ia453f32ef7ab4c13b89c9eff5081eaa5_85)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_85)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_85)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_85)[.](#ia453f32ef7ab4c13b89c9eff5081eaa5_85) [Insurance](#ia453f32ef7ab4c13b89c9eff5081eaa5_85) | | | [28](#ia453f32ef7ab4c13b89c9eff5081eaa5_85) | | |

| | | | [X](#ia453f32ef7ab4c13b89c9eff5081eaa5_94)[X](#ia453f32ef7ab4c13b89c9eff5081eaa5_94)[. Taxation](#ia453f32ef7ab4c13b89c9eff5081eaa5_94) | | | [36](#ia453f32ef7ab4c13b89c9eff5081eaa5_94) | | |

| Item 6. | | | [Reserved](#ia453f32ef7ab4c13b89c9eff5081eaa5_127) | | | [49](#ia453f32ef7ab4c13b89c9eff5081eaa5_127) | | |

| 1.875% Senior Notes due 2022 | | | CUK22 | | | New York Stock Exchange LLC | | |

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

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

| | | | [II. Recent Developments](#i17538c22667740afb15951c274adcfdc_13) | | | [4](#i17538c22667740afb15951c274adcfdc_13) | | |

| | | | [II](#i17538c22667740afb15951c274adcfdc_16)[I](#i17538c22667740afb15951c274adcfdc_16)[. Vision, Goals and Related Strategies](#i17538c22667740afb15951c274adcfdc_16) | | | [4](#i17538c22667740afb15951c274adcfdc_16) | | |

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

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

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

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

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

Portions of the Registrants’ [removed: 2022] [added: 2023] 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.

As of November 30, [removed: 2021,] [added: 2022,] the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

| Miami, FL, U.S.A. | | | | | | [removed: 463/61] [added: 463/18] | | | | | | Own/Lease | | | | | | Carnival Corporation & plc and Carnival Cruise Line | | |

| Genoa, Italy | | | | | | [removed: 246/66] [added: 229/46] | | | | | | Own/Lease | | | | | | Costa and AIDA | | |

| Santa Clarita, CA, U.S.A. | | | | | | [removed: 311] [added: 134] | | | | | | Lease | | | | | | Princess Cruises, Holland America Line and Seabourn | | |

| Hamburg, Germany | | | | | | [removed: 140] [added: 108] | | | | | | Lease | | | | | | Costa and AIDA | | |

| Fort Lauderdale, FL, U.S.A. | | | | | | 61 | | | | | | Lease | | | | | | Princess Cruises | | |

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/815097/000081509722000009/ccl-20211130_d2.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_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/815097/000081509722000009/ccl-20211130_d2.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm)] and is incorporated by reference into this Form 10-K.

On March 30, 2020, we suspended the payment of dividends on [removed: the common stock of] Carnival Corporation [added: common stock] and [removed: the ordinary shares of] Carnival [removed: plc.][added: plc ordinary shares.]

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/815097/000081509722000009/ccl-20211130_d2.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm)] and is incorporated by reference into this Form 10-K.

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 [removed: shares (the “Stock Swap Program”).][added: shares.]

During the three months ended November 30, [removed: 2021,] [added: 2022,] under the Stock Swap Program, we sold [removed: 4.3] [added: 0.8] million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of [removed: $9] [added: $0.4] million which were used for general corporate purposes.

Since the beginning of the Stock Swap Program, first authorized in June 2021, we have sold [removed: 8.9] [added: 14.9] million shares of Carnival [removed: Corporation’s] [added: Corporation] common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of [removed: $19] [added: $27] million.

The existing shareholder approval was limited to a maximum of [removed: 18.4] [added: 18.5] million ordinary shares and is valid until the earlier of the conclusion of the Carnival plc [removed: 2022] [added: 2023] annual general meeting or October [removed: 19, 2022.][added: 7, 2023.]

| September 1, 2022 through September 30, 2022 | | | | | | — | | | | | | $ | — | | | | | 4.4 | | |

| October 1, 2022 through October 31, 2022 | | | | | | 0.8 | | | | | | $ | 6.42 | | | | | 3.6 | | |

| November 1, 2022 through November 30, 2022 | | | | | | — | | | | | | $ | — | | | | | 3.6 | | |

| | | | | | | 0.8 | | | | | | $ | 6.42 | | | | | | | |

| 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 | | | | | | | |

Our [removed: President and] [added: President,] Chief Executive Officer and [added: Chief Climate 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: 2021,] [added: 2022,] that they are effective as described above.

Our management, with the participation of our [removed: President and] [added: President,] Chief Executive Officer and [added: Chief Climate 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 “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: 2021.][added: 2022.]

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: 2021] [added: 2022] as stated in their report, which is shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_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: 2021] [added: 2022] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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: 2021] [added: 2022] fiscal year.

The table below sets forth the name, age, years of service and title of each of our executive officers as of January 27, [removed: 2022.][added: 2023.]

| Micky Arison | | | [removed: 72] [added: 73] | | | | | | [removed: 50] [added: 51] | | | | | | Chair of the Boards of Directors | | |

| David Bernstein | | | [removed: 64] [added: 65] | | | | | | [removed: 23] [added: 24] | | | | | | Chief Financial Officer and Chief Accounting Officer | | |

| [removed: Arnold W. Donald] [added: Josh Weinstein] | | | [removed: 67] [added: 48] | | | | | | [removed: 21] [added: 20] | | | | | | [removed: President and] [added: President,] Chief Executive Officer and Chief Climate Officer [removed: and Director] | | |

| Enrique Miguez | | | [removed: 57] [added: 58] | | | | | | [removed: 24] [added: 25] | | | | | | General Counsel | | |

| Michael Thamm | | | [removed: 58] [added: 59] | | | | | | [removed: 28] [added: 29] | | | | | | Group Chief Executive Officer of Costa Group and Carnival Asia | | |

[removed: Donald] [added: Josh Weinstein] has been [removed: President and] [added: President,] Chief Executive Officer [added: and Chief Climate Officer] since [removed: 2013.][added: August 2022.]

Enrique Miguez has been General Counsel since [removed: March] 2021.

He was Vice President and Deputy General Counsel from 2003 to [removed: March] 2021.

Our Code of Business Conduct and Ethics [added: applies to all our team members and our Boards of Directors and] states our commitment to conduct business ethically, without the influence of bribes or acts of corruption.

Additionally, we provide trainings on anti-corruption laws and regulations and how to identify bribery to our [removed: employees.][added: team members.]

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: 2021] [added: 2022] fiscal year.

| Vice Admiral William R. Burke (Ret.) | | | 66 | | | | | | 9 | | | | | | Chief Maritime Officer | | |

William R.

Burke, retired Vice Admiral, has been Chief Maritime Officer since 2013.

He was Chief Operations Officer from 2020 to July 2022, President of Carnival UK from 2017 to 2022 and Treasurer from 2007 to 2017.

| Peter C. Anderson | | | 58 | | | | | | 2 | | | | | | Chief Ethics and Compliance Officer | | |

Peter C.

Anderson has been Chief Ethics and Compliance Officer since 2019.

From 2012 to 2019, he was a principal at the law firm of Beveridge & Diamond, PC.

Arnold W.

He has been 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 Chief Climate Officer and senior financial officers, including the Chief Financial Officer and Chief Accounting Officer and other persons performing similar functions.

Our Code of Business Conduct and Ethics applies to all our other employees and to our directors as well.

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: 2021] [added: 2022] 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: 2021.][added: 2022.]

| Equity compensation plans approved by security holders | | | | | | [removed: 5.3] [added: 4.9] | | | (a) | | | — | | | | | | [removed: 15.9] [added: 13.7] | | | (b) | | |

(a)Represents [removed: 5.3] [added: 4.9] 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: 2021] [added: 2022] as follows: [removed: 1.6] [added: 1.3] million under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 95,087 shares] [added: 255,546] subject to purchase during the current purchase period and [removed: 14.4] [added: 12.4] 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: 2021.][added: 2022.]

| Equity compensation plans approved by security holders | | | | | | [removed: 1.9] [added: 1.3] | | | (a) | | | — | | | | | | [removed: 3.2] [added: 4.3] | | |

(a)Represents [removed: 1.9] [added: 1.3] 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: 2021] [added: 2022] 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: 2021] [added: 2022] fiscal year.

| | | | | | | 4.9 | | | | | | — | | | | | | 13.7 | | | | | |

| | | | | | | 1.3 | | | | | | — | | | | | | 4.3 | | |

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

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

The financial statements shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm)] are incorporated herein by reference into this Form 10-K.

| 4.1 | | | [Agreement of Carnival Corporation and Carnival plc, [removed: dated January 18, 2021 to] [added: dated](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit41202210-k.htm) [December](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit41202210-k.htm) [](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit41202210-k.htm)[6](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit41202210-k.htm)[, 202](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit41202210-k.htm)[2](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit41202210-k.htm) [to] furnish certain debt instruments to the Securities and Exchange [removed: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit41202110-k.htm)] [added: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit41202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 4.13 | | | [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 | | | | | | | | |

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

| 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 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/815097/000081509720000101/ex102q32020.htm)[.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm)] | | | 10-Q | | | | | | 10.2 | | | | | | 10/8/20 | | | | | | | | |

| 10.35 | | | [Amendment Agreement dated December 31, 2020 to [removed: 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] [added: the 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 | | | | | | | | |

| [removed: 10.41] [added: 10.44] | | | [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) | | | [added: 10-K] | | | | | | [added: 10.41] | | | | | | [added: 1/27/22] | | | | | | [removed: X] | | |

| [removed: 10.42] [added: 10.41] | | | [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 | | | | | | | | |

| [removed: 10.43] [added: 10.42] | | | [Indenture dated as of July 26, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 4.00% First-Priority Senior Secured Notes due 2028.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000098/ex_10x3xq32021.htm) | | | 10-Q | | | | | | 10.3 | | | | | | 9/30/21 | | | | | | | | |

| [removed: 10.44] [added: 10.43] | | | [Indenture dated as of November 2, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 6.000% Senior Unsecured Notes due 2029.](https://www.sec.gov/Archives/edgar/data/815097/000095014221003512/eh210196101_ex1001.htm) | | | 8-K | | | | | | 10.1 | | | | | | 11/2/21 | | | | | | | | |

| 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, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ex_10x45xq42021.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509722000009/ex_10x45xq42021.htm)] | | | [added: 10-K] | | | | | | [added: 10.45] | | | | | | [added: 1/27/22] | | | | | | [removed: 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, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ex_10x46xq42021.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509722000009/ex_10x46xq42021.htm)] | | | [added: 10-K] | | | | | | [added: 10.46] | | | | | | [added: 1/27/22] | | | | | | [removed: X] | | |

| 13 | | | [Portions of the [removed: 2021 Annual Report.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/ccl-20211130_d2.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm)[2](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm) [Annual Report.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 21 | | | [Subsidiaries of Carnival Corporation and Carnival [removed: plc.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit21202110-k.htm)] [added: plc.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit21202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit23202110-k.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit23202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 24 | | | [Power of Attorney given by certain Directors of Carnival Corporation and Carnival plc to [removed: Arnold W. Donald,] [added: Josh Weinstein,] David Bernstein and Enrique Miguez authorizing such persons to sign this [removed: 2021] [added: 2022] joint Annual Report on Form 10-K and any future amendments on their [removed: behalf.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit24202110-k.htm)] [added: behalf.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit24202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | [Certification of [removed: President and Chief] [added: President](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit311202210-k.htm)[,](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit311202210-k.htm) [Chief] Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit311202110-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit311202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | [Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit312202110-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit312202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.3 | | | [Certification of [removed: President and Chief] [added: President](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit313202210-k.htm)[,](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit313202210-k.htm) [Chief] Executive Officer and Chief Climate Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit313202110-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit313202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.4 | | | [Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit314202110-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit314202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | [Certification of [removed: President and Chief] [added: President](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit321202210-k.htm)[,](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit321202210-k.htm) [Chief] Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit321202110-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit321202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | [Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit322202110-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit322202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.3 | | | [Certification of [removed: President and Chief] [added: President](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit323202210-k.htm)[,](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit323202210-k.htm) [Chief] Executive Officer and Chief Climate Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit323202110-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit323202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.4 | | | [Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000009/exhibit324202110-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit324202210-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 101 | | | The consolidated financial statements from Carnival Corporation & plc’s Form 10-K for the year ended November 30, [removed: 2021,] [added: 2022,] as filed with the SEC on January 27, [removed: 2022] [added: 2023] formatted in Inline XBRL, are as follows: | | | | | | | | | | | | | | | | | | | | | | | |

| | | | (i) the Consolidated Statements of Income for the years ended November 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] | | | | | | | | | | | | | | | | | | | | | X | | |

| | | | (ii) the Consolidated Statements of Comprehensive Income for the years ended November 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] | | | | | | | | | | | | | | | | | | | | | X | | |

| | | | (iii) the Consolidated Balance Sheets at November 30, [removed: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] | | | | | | | | | | | | | | | | | | | | | X | | |

| | | | (iv) the Consolidated Statements of Cash Flows for the years ended November 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] | | | | | | | | | | | | | | | | | | | | | X | | |

| | | | (v) the Consolidated Statements of Shareholders’ Equity for the years ended November 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] and | | | | | | | | | | | | | | | | | | | | | X | | |

| 104 | | | The cover page from Carnival Corporation & plc’s Form 10-K for the year ended November 30, [removed: 2021,] [added: 2022,] as filed with the Securities and Exchange Commission on January 27, [removed: 2022,] [added: 2023,] formatted in Inline XBRL (included as Exhibit 101) | | | | | | | | | | | | | | | | | | | | | | | |

| 10.47 | | | [Employment Agreement dates as of June 28, 2019 between Carnival Corporation and Peter C. Anderson.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000029/ex_10x1xq12022.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 3/28/22 | | | | | | | | |

| 10.48* | | | [Amendment Agreement dated February 11, 2022 to the Multicurrency Revolving Facilities Agreement originally dated May 18, 2011, as amended and restated on August 6, 2019 and as further amended on December 31, 2020, May 11, 2021 and September 30, 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/815097/000081509722000029/ex_10x2xq12022.htm)[.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000029/ex_10x2xq12022.htm) | | | 10-Q | | | | | | 10.2 | | | | | | 3/28/22 | | | | | | | | |

| 10.49 | | | [Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for the CEO.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000029/ex_10x3xq12022.htm) | | | 10-Q | | | | | | 10.3 | | | | | | 3/28/22 | | | | | | | | |

| 10.50 | | | [Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for Certain Named Executive Officers.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000029/ex_10x4xq12022.htm) | | | 10-Q | | | | | | 10.4 | | | | | | 3/28/22 | | | | | | | | |

| 10.51 | | | [Form of Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 202](https://www.sec.gov/Archives/edgar/data/815097/000081509722000029/ex_10x5xq12022.htm)[0](https://www.sec.gov/Archives/edgar/data/815097/000081509722000029/ex_10x5xq12022.htm) [Stock Plan for the Chief Ethics and Compliance Officer.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000029/ex_10x5xq12022.htm) | | | 10-Q | | | | | | 10.5 | | | | | | 3/28/22 | | | | | | | | |

| 10.52 | | | [Indenture, dated as of May 25, 2022, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 10.500% Senior Unsecured Notes due 2030.](https://www.sec.gov/Archives/edgar/data/1125259/000095014222001706/eh220255667_ex1001.htm) | | | 8-K | | | | | | 10.1 | | | | | | 5/25/22 | | | | | | | | |

| 10.53 | | | [Carnival Corporation Fun Ship Nonqualified Savings Plan restated effective January 1, 2022.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000054/ex_10x1xq22022.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 6/29/22 | | | | | | | | |

| 10.54 | | | [Indenture, dated as of August 22, 2022, by and between Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee, relating to the 5.75% Convertible Senior Notes due 2024.](https://www.sec.gov/Archives/edgar/data/815097/000095014222002577/eh220280920_ex0401.htm) | | | 8-K | | | | | | 4.1 | | | | | | 8/22/22 | | | | | | | | |

| 10.55 | | | [Special Performance-Based Restricted Stock Unit Agreement for Josh Weinstein under the Carnival Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000073/ex_10x2xq32022.htm) | | | 10-Q | | | | | | 10.2 | | | | | | 9/30/22 | | | | | | | | |

| 10.56 | | | [Indenture dated as of October 25, 2022, among Carnival Holdings (Bermuda) Limited, as issuer, Carnival Corporation, Carnival plc, the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 10.375% Senior Unsecured Notes due 2028.](https://www.sec.gov/Archives/edgar/data/815097/000095014222002961/eh220298791_ex1001.htm) | | | 8-K | | | | | | 10.1 | | | | | | 10/25/22 | | | | | | | | |

| 10.57 | | | [First Supplemental Indenture, dated as of November 1, 2022, among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the issuance of additional 5.75% Convertible Senior Notes due 2024.](https://www.sec.gov/Archives/edgar/data/815097/000095014222003028/eh220300730_ex0401.htm) | | | 8-K | | | | | | 4.1 | | | | | | 11/1/22 | | | | | | | | |

| 10.58 | | | [Consulting Agreement between Carnival Corporation, Carnival plc and Arnold W. Donald dated November 2, 2022.](https://www.sec.gov/Archives/edgar/data/815097/000110465922114257/tm2229579d1_ex10-1.htm) | | | 8-K | | | | | | 10.1 | | | | | | 11/3/22 | | | | | | | | |

| 10.59 | | | [Indenture, dated as of November 18, 2022, among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the issuance 5.75% Convertible Senior Notes due 2027.](https://www.sec.gov/Archives/edgar/data/1125259/000095014222003212/eh220306481_ex1001.htm) | | | 8-K | | | | | | 10.1 | | | | | | 11/18/22 | | | | | | | | |

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

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

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

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| 4.14 | | | [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 | | | | | | | | |

| [removed: President and] [added: President,] Chief Executive Officer and | | | [removed: President and] [added: President,] Chief Executive Officer and | | |

| /s/*Randall [removed: J.] Weisenburger | | | /s/*Randall [removed: J.] Weisenburger | | |

| Randall [removed: J.] Weisenburger | | | Randall [removed: J.] Weisenburger | | |

| /s/ Josh Weinstein | | | /s/ Josh Weinstein | | |

| Josh Weinstein | | | Josh Weinstein | | |

| January 27, 2023 | | | January 27, 2023 | | |

| /s/ Josh Weinstein | | | /s/ Josh Weinstein | | |

| Josh Weinstein | | | Josh Weinstein | | |

| President, Chief Executive Officer and | | | President, Chief Executive Officer and | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| /s/*Sara Mathew | | | /s/*Sara Mathew | | |

| Sara Mathew | | | Sara Mathew | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| January 27, 2023 | | | January 27, 2023 | | |

| Director | | | Director | | |

| January 27, 2023 | | | January 27, 2023 | | |

| | | | | | |

| January 27, 2023 | | | January 27, 2023 | | |

| /s/ Arnold W. Donald | | | /s/ Arnold W. Donald | | |

| Arnold W. Donald | | | Arnold W. Donald | | |

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