Carnival (CCL) 10-K risk factor changes: FY2023 vs FY2022

In addition to the [removed: 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 our substantial debt balance [removed: as a result of] [added: incurred during] the pause of our guest cruise operations could give rise to or amplify many of the risks discussed below.

[removed: Operating] [added: Operational] Risk Factors

[removed: *a.Events] [added: *a.* *Events] and conditions around the world, including [added: geopolitical uncertainty,] war and other military actions, [removed: 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 [removed: cruises, impacting] [added: cruises as well as negative impacts to] our operating costs and profitability.*

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 attacks, war and military [removed: action, most recently the invasion of Ukraine,] [added: action] and other general concerns.

[removed: its] [added: The] resulting [removed: impacts,] [added: impacts of these events,] 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.

- [added: be required to] 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

[removed: 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 generate negative publicity or cause guest and crew discomfort, injury, or death.

Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, [added: anti-money laundering,] anti-corruption, economic sanctions, trade protection, labor and employment, and tax [added: may be costly and] have in the past and may, in the future, lead to litigation, enforcement actions, fines, penalties and reputational damage.*

Refer to [removed: Operating] [added: Operational] Risk Factor “e.” below for additional discussion on climate change regulation risks.

In the course of doing business, we collect guest, team member, company and other third-party data, including [removed: personally identifiable information] [added: personal] and other sensitive data.

Our operations subject us to potential liability under [added: anti-money laundering and] anti-corruption laws and regulations.

[removed: Climate change-related regulatory activity and developments that require us to reduce our emissions, which includes both the EU and IMO proposals discussed above,] [added: Governmental Regulations),] may [removed: adversely affect] [added: individually or collectively have a material impact on] our business and financial results by requiring us to make capital investments in new equipment or technologies, pay for [removed: carbon] emissions, purchase carbon offset credits, or otherwise incur additional costs or take additional actions related to our emissions.

[removed: 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.

In addition, regulatory developments may restrict or limit our access to certain destinations and/or countries or [removed: curtail] [added: impact] our freedom to operate.

In addition, some environmental focused groups have and may continue to generate negative publicity regarding the environmental impact of the cruise industry and are advocating for more stringent [added: oversight and] regulation of [added: our industry, including of] ship emissions while the ship is docked and at sea.

[removed: Growing environmental] [added: Environmental] scrutiny of our operations and the industry from the investment community, other stakeholders, and the media have impacted and may continue to impact how we are perceived, which may have a material impact on our operations and financial results.

Inability to meet or achieve our [removed: sustainability related] [added: targets,] goals, aspirations, initiatives, and our public statements and disclosures regarding them, [added: including those that are related to sustainability matters,] may expose us to risks that may adversely impact our business.*

We have developed and will continue to establish [removed: goals,] targets, [added: goals,] aspirations, and other [removed: objectives (“sustainability objectives”)] [added: objectives, including those] related to sustainability [removed: matters.][added: matters (“sustainability objectives”).]

[removed: Our] [added: With respect to our sustainability objectives, our] efforts to research, establish, accomplish, and accurately report on these [removed: sustainability] objectives expose us to numerous operational, reputational, financial, legal, and other risks, any of which could have a negative impact on our business.

Our ability to achieve any of our stated sustainability objectives, particularly with respect to [added: our] environmental [removed: emissions,] [added: emissions aspirations,] is subject to numerous factors and conditions, many of which are outside of our control.

[added: Examples of such factors include the availability] and costs of low- or [removed: non-carbon-based] [added: non-GHG emission] energy [removed: sources,] [added: sources and technology,] evolving regulatory requirements affecting sustainability standards or disclosures, the availability of future financing and the availability of suppliers that can meet our sustainability standards.

Similarly, our failure or perceived failure to [removed: pursue] [added: pursue, meet] or fulfill our [removed: sustainability] [added: targets, goals, aspirations, and other] objectives [added: (including sustainability objectives)] within the timelines we announce, or at all, could have the same negative impacts as well as expose us to government enforcement actions and private litigation.

[removed: Breach or circumvention of our] systems or the systems of third parties, including by ransomware or malware, through vulnerabilities in licensed software or hardware, or as a result of other attacks, [removed: results in disruptions] [added: has led] to [added: and may continue to lead to disruptions in] our business operations; unauthorized access to (or the loss of company access to) competitively sensitive, confidential or other critical data (including sensitive financial, medical or other personal or business information) or systems; loss of customers; financial losses; regulatory investigations, enforcement actions and fines; [removed: litigation] [added: litigation; reputational damage;] and misuse or corruption of critical data and proprietary information, any of which could be material.

Our [removed: principal] offices, information technology operations, system networks and various remote work locations may be impacted by actual or threatened natural disasters (for example, hurricanes, earthquakes, floods, fires, tornadoes, tsunamis and typhoons) or other disruptive events.

A failure to adopt the appropriate technology, or a [removed: failure] [added: failure, disruption] or obsolescence in the technology that we do adopt, could have adverse effects on our business.

In addition, [removed: carbon-intensive] [added: high-GHG emission] industries may become a less attractive employment opportunity.

[removed: As a result of the reduction in our workforce during our pause in guest cruise operations, general macroeconomic factors and an increasingly competitive labor market, at] [added: At] times we [added: have and] may [added: in the future] experience difficulty in hiring sufficient qualified team [removed: members.][added: members, due to general macroeconomic factors and/or increasingly competitive labor markets.]

We have been and may continue to be impacted, by economic, market and political conditions around the world, [removed: such as fuel demand,] regulatory requirements including climate-induced regulations, supply disruptions and related infrastructure needs, which make it difficult to predict the future price and availability of fuel.

Refer to [removed: Operating] [added: Operational] Risk Factor “e.” for additional discussion on the impact of climate change and regulation changes on fuel costs.

These vendors and service providers [removed: are also affected by COVID-19 and] may be unable to deliver on their [removed: commitments] [added: commitments,] which could negatively impact our business.*

In addition, [removed: the effects from COVID-19 and other] global events [added: in recent years] have resulted in widespread global supply chain disruptions to vendors including critical supply chain shortages, labor shortages, significant material cost inflation and extended lead times for items that are required for our operations.

In addition, certain ports and destinations have faced a surge of both cruise and non-cruise tourism and in certain destinations, countermeasures to limit the number of tourists have been contemplated and/or put into effect, including proposed limits on cruise ships and cruise [removed: passengers.][added: guests.]

Potential restrictions in ports and destinations could limit the itinerary and destination options we can offer our [removed: passengers] [added: guests] going forward.

[removed: We] [added: In addition, we] may be impacted by unforeseen events, such as work stoppages, supply chain issues, insolvencies, “force majeure” events or other financial difficulties experienced by shipyards, their subcontractors and our suppliers.

[removed: In addition,] [added: Additionally,] the prices of various commodities that are used in the construction of ships and for repair, maintenance and refurbishment of existing ships, such as steel, are subject to volatility which may increase our costs.

[removed: Debt Related] [added: Financial] Risk Factors

If we cannot generate sufficient cash to meet our debt service obligations or fund our other business needs, we may, among other things, need to refinance [removed: all or a portion of] our debt, obtain additional financing, delay planned capital expenditures or sell assets.

If we are not able to refinance [removed: any of] our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt.

Refer to [removed: “Liquidity,] [added: Liquidity,] Financial Condition and Capital [removed: Resources”.][added: Resources.]

We have a substantial amount of [removed: debt and] [added: debt,] significant debt service [removed: obligations.][added: obligations and related covenant restrictions.]

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

For example, the OECD’s multi-jurisdictional inclusive framework is intended to address the tax challenges arising from globalization, which includes the establishment of a minimum 15% tax rate for multinational enterprises.

A number of countries, including the UK and EU member states, have agreed to adopt the OECD’s minimum tax rules and several countries, including the UK, have already implemented these rules.

The phased implementation of these rules is expected to begin for our fiscal year 2025, with limited impact for us before 2026.

The application of these rules continues to evolve, and its outcome may alter our tax obligations in certain countries in which we operate.

Other changes in domestic and international tax rules and regulations and their application could also alter our tax obligations.

Refer to XIX.

Governmental Regulations for additional discussion of recent developments related to Maritime Regulations, Greenhouse Gas Emissions and EU Regulations.

Fossil fuels are currently the only viable option for our industry and it is not clear when alternative fuels or other technologies will be commercially viable.

To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached.

Climate change-related regulatory activity and developments that require us to reduce our emissions, which includes both the EU regulations and IMO Strategy (refer to XIX.

Regulatory developments may also result in the

In addition, governments may restrict or limit our access to ports and destinations for which there is high guest demand.

Breach or circumvention of our

Additionally, we may rely on third parties in helping us to implement and manage our cyber security risk management processes.

Any measures that we take and such third parties take to avoid, detect, mitigate or recover from material cyber security threats or incidents can be expensive, and may be insufficient, circumvented, or may become ineffective.

There are a limited number of shipyards with the capability and capacity to build, repair, maintain and/or upgrade our ships, which may limit our ability to meet our capacity growth objectives.

This will be affected by our ability to successfully continue to execute on our business strategy, which if unsuccessful, would negatively impact the occupancy levels and pricing of our cruises.

Our future performance is also impacted by general macroeconomic, financial, geopolitical, competitive, regulatory and other factors beyond our control such as inflation, higher fuel prices, higher taxes and higher interest rates.

The invasion of Ukraine and

*c.

*d.

We were subject to a court-ordered environmental compliance plan supervised by the U.S. District Court for the Southern District of Florida, which was operative until April 2022 and subjected our operations to additional review and other obligations.

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

Refer to Operating Risk Factor “g.” 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.

*e.

For example, the EU’s Fit for 55 package, which includes recently agreed updates to the ETS relating to the need to acquire carbon emission allowances for maritime shipping related emissions inside EU waters, 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 finalized and enacted, these regulations and reforms may individually or collectively have a material impact on our operating costs and profitability.

*f.

Examples of such factors include the availability

We have been subject to past attacks which resulted in unauthorized access to systems and/or data and regulatory investigations regarding such incidents.

We have incurred legal, settlement and other costs in connection with cyber incidents that have impacted us.

While these incidents did not have a material adverse effect on our business, operations or financial results, no assurances can be given about future incidents, attacks and related litigation or regulatory investigations that could have such a material adverse effect.

For example, there is particularly high competition for recruiting and retaining qualified team members needed to support our information technology systems and infrastructure which is critical to our successful operations.

A prolonged shortage of qualified shoreside and shipboard team members and/or increased turnover rates has in the past inhibited, and in the future could inhibit, our ability to operate our business in an optimal manner.

The competitive labor market is resulting in increased costs from the need to hire temporary personnel and we are often required to increase wages and/or benefits in order to attract and retain team members, all of which may negatively impact our results of operations.

In connection

with our resumption of guest cruise operations, we have hired and intend to continue hiring a significant number of qualified team members for the foreseeable future, and we expect to continue to face these challenges.

Many of our vessels have exhaust gas cleaning systems that allow them to operate on high sulfur fuel oil that is less expensive than low sulfur fuel; however, the significant drop in demand for higher sulfur fuel directly related to the pause in guest cruise operations has made it more difficult to source going forward which may result in higher operating costs.

Additionally, certain of our ships are designed to use LNG as their primary fuel source.

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.

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.

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.

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

We may incur additional debt in the future.

Although the instruments governing our existing indebtedness contain restrictions on the incurrence of additional debt, 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.

The instruments governing our existing indebtedness do not prevent us from incurring liabilities that do not constitute “Indebtedness” as defined therein.

If new debt is added to our existing debt levels, our business could be adversely affected, which may prevent us from fulfilling our obligations with respect to our debt.

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.

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.

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

Certain of our debt instruments limit our flexibility in operating our business.

For example, some of our debt instruments limit the ability of Carnival Corporation, Carnival plc and certain of their respective subsidiaries to, among other things:

- incur or guarantee additional indebtedness;

- make certain investments;

- consummate certain asset sales;

2023 Executive Overview

We consistently set records and achieved other significant milestones during this past year, including:

- Full year revenues hit an all-time high of $21.6 billion.

- For the first time since the resumption of guest cruise operations, net income was positive during the third quarter, generating $1.07 billion.

- We entered 2024 with our best booked position on record, for both price and occupancy.

- Total customer deposits for each quarter throughout 2023 consistently surpassed the previous quarterly records.

- We reduced our debt balance by $4.6 billion from its peak in the first quarter of 2023 and ended the year with $5.4 billion of liquidity.

The strengthening demand environment across all our brands contributed to our revenue growth as we drove improvements in ticket prices while closing the double-digit occupancy gap from the start of the year and reaching historical occupancy levels for the second half of 2023.

We believe our advertising investments and other demand generation efforts during the past 18 months have successfully elevated awareness and consideration for our brands, leading to record booking levels and revenue results.

In addition, these efforts enabled us to attract more new-to cruise and more new-to brand guests compared to 2019.

We are building momentum in closing the value gap to land-based alternatives, capturing over 3.5 million new-to cruise guests in 2023 and remain well-positioned to take share from land-based alternatives.

We continue to take actions to further stimulate demand and maintain our momentum through 2024 and beyond.

We are focused on ongoing improvements across the commercial space as we further rollout advancements to our yield management tools and lead generation techniques, continue to invest in sales and sales support, and build on already strong relationships with our trade partners.

This is complemented by our strategy to pull forward the sale of onboard items through bundled product offerings and pre-cruise sales.

We are also not losing sight of our expense base, as we have worked to mitigate the impacts of a high inflation environment by leveraging our scale through cost optimization initiatives.

We have made investments that we expect to increase our cost efficiencies in the future, including successfully installing SpaceX's Starlink, next generation internet across our fleet, which is expected to drive more than a 20% reduction in cost per megabit in 2024.

In addition, we expect it will increase our bandwidth pipeline, resulting in both improved guest experience and higher onboard revenues.

We also launched Maritime Asset Strategy Transformation (“MAST”), a centralized system developed to optimize equipment and machinery management across our brands and our fleet.

During 2023, we continued to work aggressively to reduce our environmental footprint and fuel consumption.

Our deep commitment resulted in industry-leading fuel efficiency and a more than 10% reduction in absolute GHG emissions compared to our peak year of 2011, despite capacity growth of 30% over the same period.

We also exceeded our shore power capability goal and our fleet now has twice as many ships ready to plug into shore power as there are ports currently able to provide it.

As a result of our fleet optimization efforts, our fleet is now one year younger than prior to pausing our guest cruise operations four years ago.

During 2023 alone we benefited from the introduction of three fantastic new ships including *Carnival Celebration* and *Arvia,* leveraging the scale of our popular and exceptionally efficient series of excel-class ships, and *Seabourn Pursuit*, our second luxury expedition ship.

In addition, Carnival Cruise Line welcomed *Carnival Venezia,* which was transferred from Costa, becoming the first ship as part of Carnival’s Fun Italian Style™ platform.

We will continue to optimize our brand portfolio by transferring *Costa Firenze* to Carnival Cruise Line in 2024.

We also made meaningful progress in other strategic asset projects.

We began construction on Celebration Key in Grand Bahama, which will be the largest and closest exclusive destination in our portfolio.

While not expected to open until summer 2025, we have begun generating consumer awareness and excitement around this fantastic upcoming destination.

We also started the process for a significant upsize in guest traffic at Half Moon Cay, our exclusive and beautiful pristine island destination in The Bahamas, with the creation of a pier-side berth that can accommodate our largest vessels.

In addition, we commenced work with our Grand Bahama Shipyard partners on the construction of two floating docks, one of which will have the largest lifting capacity in the world.

Together, these strategic investments are expected to significantly benefit us by helping to reduce travel time, further reducing our fuel consumption and preserving ship revenue days.

Our significantly improved 2023 cash from operations enabled us to notably reduce the substantial debt balance incurred during the pause of guest cruise operations.

In 2023, we made sizeable debt prepayments and ended the year with over $5 billion of liquidity.

Looking forward, we expect to continue to strategically refinance and prepay debt, leveraging our improving operating cash flow and the return of substantially all of the remaining credit card reserves during the first quarter of 2024.

In addition, with nearly two-thirds of 2024 on the books already, we are well positioned to achieve another year of record revenues.

This, combined with excess liquidity, is expected to enable us to continue actively managing down debt and reducing interest expense, leaving us on our path back to achieving investment grade credit ratings and higher return on invested capital.

This has been a truly remarkable year, and we have come a long way in an incredibly short amount of time.

We delivered unforgettable happiness to over 12 million guests this year and look forward to continuing to provide our guests with extraordinary cruise vacations in 2024, while honoring the integrity of every ocean we sail, place we visit and life we touch.

New Accounting Pronouncements

Refer to our consolidated financial statements for further information on *Accounting Pronouncements*.

The information required by Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, is shown in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm) and is incorporated by reference into this Form 10-K.

For a discussion of our hedging strategies and market risks, see the discussion below and the consolidated financial statements.

Fuel Price Risks

Substantially all our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships.

Foreign Currency Exchange Rate Risks

Operational Currency Risks

Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies.

Our operations also have revenue and expenses denominated in non-functional currencies.

Movements in foreign currency exchange rates will affect our financial statements.

Investment Currency Risks

The foreign currency exchange rates were as follows:

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

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

| | | | November 30, | | | | | | | | |

| USD to 1: | | | 2023 | | | | | | 2022 | | |

| AUD | | | $ | 0.66 | | | | | $ | 0.66 | |

| CAD | | | $ | 0.74 | | | | | $ | 0.74 | |

| EUR | | | $ | 1.10 | | | | | $ | 1.03 | |

| GBP | | | $ | 1.27 | | | | | $ | 1.20 | |

If the November 30, 2022 currency exchange rates had been used to translate our November 30, 2023 non-U.S. dollar functional currency operations’ assets and liabilities (instead of the November 30, 2023 U.S. dollar exchange rates), our total assets would have been lower by $1.0 billion and our total liabilities would have been lower by $0.5 billion.

As of November 30, 2023, we have a cross currency swap totaling $670 million which settles through 2024.

This cross-currency swap is designated as a hedge of our net investments in foreign operations, which has a euro-denominated functional currency, thus partially offsetting the foreign currency exchange rate risk.

Based on a 10% change in the U.S. dollar to euro exchange rate as of November 30, 2023, we estimate that the fair value of this cross-currency swap and offsetting change in U.S. dollar value of our net investments would change by $66 million.

Newbuild Currency Risks

At November 30, 2023, our remaining newbuild currency exchange rate risk primarily relates to euro-denominated newbuild contract payments, which represent a total unhedged commitment of $3.0 billion and relate to newbuilds scheduled to be delivered through 2025 to non-euro functional currency brands.

The functional currency cost of each of these ships will increase or decrease based on changes in the exchange rates until the unhedged payments are made under the shipbuilding contract.

We may enter into additional foreign currency derivatives to mitigate some of this foreign currency exchange rate risk.

Based on a 1% change in euro to U.S. dollar exchange rates as of November 30, 2023, the remaining unhedged cost of these ships would have a corresponding change of $30 million.

Interest Rate Risks

The composition of our debt, interest rate swaps and cross currency swaps was as follows:

| | | | | | |

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

| | | | November 30, 2023 | | |

| Fixed rate | | | 62 | | % |

| EUR fixed rate | | | 18 | | % |

| Floating rate | | | 5 | | % |

| EUR floating rate | | | 15 | | % |

| | | | | | |

At November 30, 2023, we had interest rate swaps that have effectively changed $46 million of EURIBOR-based floating rate euro debt to fixed rate euro debt.

We also had interest rate swap agreements which effectively changed $2.5 billion at November 30, 2023 of SOFR-based floating rate USD debt to fixed rate USD debt.

Based on a 100 basis point change in the market interest rates, our annual interest expense on floating rate debt, including the effect of our interest rate swaps, will change by approximately $60 million.

The information required by Item 7A.

Quantitative and Qualitative Disclosures About Market Risk, is shown in Management’s Discussion and Analysis of Financial Condition and Results of Operations in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_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, 2023, are shown in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm) and are incorporated by reference into this Form 10-K.

Together with their consolidated subsidiaries, Carnival Corporation and Carnival plc are referred to collectively in this Form 10-K as “Carnival Corporation & plc,” “company,” “our,” “us” and “we.” We are the largest global cruise [removed: company] [added: company,] and among the largest leisure travel [removed: companies] [added: companies,] with a portfolio of world-class cruise [removed: lines.][added: lines - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises (Australia), P&O Cruises (UK), Princess Cruises and Seabourn.]

[removed: II.Mission (Purpose),] [added: II.Purpose & Mission,] Vision, Values and Priorities

[removed: Mission (Purpose)][added: Purpose & Mission]

Together we champion our [added: purpose &] mission, vision, values and company priorities.

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

Achieving our [added: purpose &] mission depends on being good corporate citizens and stewards of the environment.

Without the incredible communities and scenic spaces we operate in, our [added: purpose &] 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 [removed: carbon] [added: environmental] footprint.

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

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

We believe this will allow us to responsibly reduce our debt over time and return to strong [removed: profitability and] [added: profitability, improve our return on invested capital as well as approach] investment-grade [removed: credit ratings.][added: leverage metrics.]

[removed: We believe cruising] [added: Cruising] offers a broad range of products and services to suit vacationing guests of many ages, backgrounds and interests.

The premium experience emphasizes quality, comfort, style and more destination-focused [removed: itineraries and appeals to those who are more affluent.][added: itineraries.]

The luxury experience is [removed: usually] [added: generally] characterized by very high standards of accommodation and service, smaller vessel size and exotic itineraries to ports that are inaccessible by larger ships.

| 2023 | | | | | | [removed: 701,490] [added: 701,110] | | | | | | [removed: 263,730] [added: 263,300] | | |

[removed: 2023-2025] [added: (a)2024-2026] data is estimated based on announced newbuilds and ship retirements and does not include an estimate for unannounced ship retirements.

I. Segment [added: and Brand] Information

| Carnival Cruise Line | | | [removed: 75,530] [added: 79,620] | | | [removed: (b)] [added: (a)] | | | | | | | | | [removed: 30] [added: 31] | | % | | | | [removed: 24] [added: 25] | | |

| Princess Cruises | | | [removed: 46,280] [added: 46,270] | | | | | | | | | | | | 18 | | [added: %] | | | | 15 | | |

| Holland America Line | | | 22,920 | | | | | | | | | | | | 9 | | [added: %] | | | | 11 | | |

| P&O Cruises (Australia) | | | 7,230 | | | | | | | | | | | | 3 | | [added: %] | | | | 3 | | |

| Europe [removed: and Asia (“EA”)] Segment | | | | | | | | | | | | | | | | | | | | | | | |

| Costa Cruises (“Costa”) | | | [removed: 39,580] [added: 35,380] | | | [removed: (b) (c)] [added: (a)] | | | | | | | | | [removed: 16] [added: 14] | | [added: %] | | | | [removed: 11] [added: 10] | | |

| AIDA Cruises (“AIDA”) | | | [removed: 33,540] [added: 32,280] | | | [removed: (d)] | | | | | | | | | 13 | | [added: %] | | | | [removed: 12] [added: 11] | | |

| Cunard | | | 6,820 | | | | | | | | | | | | 3 | | [added: %] | | | | 3 | | |

[removed: (b)*Costa Venezia* with a passenger capacity] [added: (a)As] of [removed: 4,200 and] [added: November 30, 2023 Costa includes] *Costa [removed: Firenze* with a] [added: Firenze,*] passenger capacity of [removed: 4,240] [added: 4,240, which] will be transferred to Carnival Cruise Line in [removed: 2023 and 2024, respectively.][added: 2024.]

We also have a Cruise Support segment that includes our portfolio of leading port destinations and [added: exclusive islands as well as] other services, all of which are operated for the benefit of our cruise brands.

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

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

As of November 30, [removed: 2022,] [added: 2023,] we have a total of [removed: 6] [added: 4] cruise ships expected to be delivered through 2025.

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

| *Carnival Jubilee* [removed: (a)] | | | December 2023 | | | | | | [removed: 5,370] [added: 5,360] | | |

| *Sun Princess* [removed: (a)] | | | January 2024 | | | | | | [removed: 4,320] [added: 4,310] | | |

| [removed: Seabourn] [added: Seabourn] | | | [added: 3,100] | | | | | | | | | [added: | | | 1 | | % | | | | 7 | | |]

| [removed: P&O] [added: P&O] Cruises [removed: (UK)] [added: (UK)] | | | [added: 24,300] | | | | | | | | | [added: | | | 9 | | % | | | | 7 | | |]

| *Queen Anne* | | | April 2024 | | | | | | [removed: 3,000] [added: 2,960] | | |

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

[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 [added: over] 50 years.

[added: In the spring of 2023,] Carnival [added: Cruise Line introduced Carnival] Fun Italian [removed: StyleTM will marry] [added: StyleTM, a new concept which marries] the great service, food and entertainment that Carnival’s guests enjoy with [removed: Costa’s] Italian design features.

In 2023, we completed our return to guest cruise operations.

The contemporary experience appeals to a broad segment of the cruise vacation industry, including families with children of all ages, features a variety of activities and entertainment venues and historically includes cruises that last seven days or less.

| 2024 | | | | | | 733,690 | | | | | | 270,070 | | |

| 2025 | | | | | | 769,150 | | | | | | 274,380 | | |

| 2026 | | | | | | 789,860 | | | | | | 274,380 | | |

III. Competition

| | | | November 30, 2023 | | | | | | | | | | | | | | | | | | | | |

| | | | 159,150 | | | | | | | | | | | | 62 | | % | | | | 61 | | |

| | | | 98,780 | | | | | | | | | | | | 38 | | % | | | | 31 | | |

| | | | 257,930 | | | | | | | | | | | | 100 | | % | | | | 92 | | |

| *Star Princess* | | | July 2025 | | | | | | 4,310 | | |

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

Princess Cruises is The Love Boat®, the brand that introduced the world to the elegance and romance of modern-day cruising and has delivered dream vacations to millions of guests for over 55 years in the most sought-after destinations.

Princess combines extraordinary large ship amenities with elite service personalization and simplicity to create meaningful connections and unforgettable moments in the most incredible settings across the globe.

Seabourn creates moments of surprise and delight known as “Seabourn Moments” in an environment that fosters building meaningful connections with fellow travelers, crew members and the communities they visit.

Seabourn’s fleet includes two purpose-built ultra-luxury expedition ships offering amenities such as submarines, Zodiacs® and kayaks.

In 2023, we carried 12.5 million passengers, consisting of 8.6 million carried by our NAA segment and 3.8 million carried by our Europe segment.

| *(in thousands)* | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | Brands’ Main Source Market(s) | | |

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

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

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

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

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

Our results are also impacted by ships being taken out-of-service for planned maintenance, which we schedule during non-peak seasons.

To provide an exceptional cruise experience for our guests, we source significant quantities of goods and services from a global supply base.

Our supply base is diverse and many of our business partners provide goods and services across our portfolio of brands.

We have continued to map our supply chains and evaluate risks, including the categories of products and services sourced and their geographic locations.

To support this effort, we are members of Supplier Ethical Data Exchange, a leading ethical trade organization, which supports businesses to operate ethically and sustainably and fight modern slavery.

We strive to build strong relationships with our suppliers and business partners.

Our Business Partner Code of Conduct and Ethics outlines our expectations and requirements for all our business partners.

It also highlights our commitments related to human rights and forced labor, respectful treatment and equal opportunity, anti-corruption, environmental protection and sustainability.

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

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

| | | | As of November 30, 2023 | | | | | | | | |

(a)These amounts are approximations and at times, fluctuate significantly; for example, Holland America Princess Alaska Tours significantly increases its work force during the late spring and summer months in connection with Alaska’s cruise season.

(b)One member of the Boards of Directors preferred not to disclose.

Protecting data and the privacy of personal information is of critical importance to our business.

As a company, we are entrusted with personal data belonging to our guests, team members and business partners.

Our Chief Information Officer and Chief Privacy Officer are responsible for risk management with respect to information technology operations, cybersecurity and data privacy.

In addition, the Audit Committees are responsible for oversight of our risk management with respect to information technology operations and cybersecurity while the Compliance Committees oversee risk management in the area of data privacy.

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.

As of November 30, 2022, 97% of our capacity is currently serving guests.

The contemporary experience has a more casual ambiance and historically includes cruises that last seven days or less.

| 2024 | | | | | | 729,820 | | | | | | 268,050 | | |

| 2025 | | | | | | 764,440 | | | | | | 272,360 | | |

(a)Includes ships which have resumed guest cruise operations and ships expected to resume guest cruise operations.

2023 - 2025 excludes four ships which will be removed from our fleet.

| | | | Ships in Service or Expected to Return to Service as of November 30, 2022 (a) | | | | | | | | | | | | | | | | | | | | |

| Seabourn | | | 2,840 | | | | | | | | | | | | 1 | | | | | | 6 | | |

| | | | 154,800 | | | | | | | | | | | | 61 | | | | | | 59 | | |

| P&O Cruises (UK) | | | 19,020 | | | | | | | | | | | | 7 | | | | | | 6 | | |

| | | | 98,960 | | | | | | | | | | | | 39 | | | | | | 32 | | |

| | | | 253,760 | | | | | | | | | | | | 100 | | % | | | | 91 | | |

(a)As of January 12, 2023, includes three Costa ships, with a passenger capacity of 10,880, which are not in guest cruise operations and are expected to return to service.

(c)Excludes *Costa Magica,* with a passenger capacity of 2,700, which will not resume guest cruise operations.

Includes *Costa Fortuna*, with a passenger capacity of 2,700, which is expected to stop guest cruise operations in April 2023.

(d)Excludes *AIDAvita*, with a passenger capacity of 1,270, which will not resume guest cruise operations.

Includes *AIDAaura*, with a passenger capacity of 1,270, which is expected to stop guest cruise operations in September 2023.

II. Passengers Carried

In 2019, our most recent full year of guest cruise operations, our brands carried 12.9 million passengers, 8.6 million carried by our NAA segment and 4.2 million carried by our EA segment.

| Newbuild (a) | | | July 2025 | | | | | | 4,320 | | |

| *Seabourn Pursuit* | | | July 2023 | | | | | | 260 | | |

| *Arvia* (a) | | | December 2022 | | | | | | 5,290 | | |

(a)Powered by LNG

Carnival Cruise Line is teaming up with Costa Cruises to create a new concept for Carnival’s North American guests when Carnival Fun Italian StyleTM debuts in the spring of 2023.

For over 55 years, Princess has sailed the world connecting guests to what matters most – the people they love, the people they meet and the destinations they visit.

Princess delivers effortless, personalized cruising thanks to the Princess Medallion, a revolutionary wearable that anticipates guests’ needs, wants and desires so guests can enjoy more of what they love.

With nearly one team member for every guest, its guests make meaningful connections.

With Seabourn, they go further, deeper and experience luxury in action.

On a voyage so seamless, so all-inclusive and so far beyond compare, guests never want it to end.

five continents.

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

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

| *(in thousands)* | | | | | | 2022 | | | | | | 2021 | | | | | | 2019 | | | | | | Brands Mainly Serving | | |

| Asia | | | | | | 10 | | | | | | — | | | | | | 1,110 | | | | | | Princess Cruises and Costa | | |

Due to the pause of our guest cruise operations, data for 2020 is not meaningful and is not included in the table.

We have provided 2019 data as it is our most recent full year of guest cruise operations.

| | | | | | | 2022 | | | | | | 2021 | | | | | | 2019 | | |

| China | | | | | | — | | | | | | — | | | | | | 4 | | |

This historical trend was disrupted in 2020 by the pause and in 2021 and 2022 by the subsequent resumption of our guest cruise operations.

The legal proceedings described in Note [removed: 7] [added: 6] – “Contingencies”, including those described under “COVID-19 Actions,” are shown in [removed: [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm) and are incorporated by reference into this Form 10-K.][added: Part II, Item 8.]

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 [removed: discharged] [added: released] by *Coral Princess* inside the Great Barrier Reef Marine Park.

Financial Statements and Supplementary Data, in this Form 10-K.

On May 31, 2023, we received a summons from the Australia Federal Prosecution Service indicating that formal charges are being pursued against Princess Cruises and the Captain of the vessel.

For the fiscal year ended November 30, [removed: 2022] [added: 2023] or

[added: |] Commission file number: 001-9610 [added: | | | | | | | | | | | | Commission file number: 001-15136 | | | | | | | | |]

| 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: $12.1] [added: $11.2] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January [removed: 12, 2023,] [added: 11, 2024,] Carnival Corporation had outstanding [removed: 1,113,479,515] [added: 1,119,445,529] 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: $2.3] [added: $1.8] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January [removed: 12, 2023,] [added: 11, 2024,] Carnival plc had outstanding [removed: 186,136,095] [added: 186,829,504] Ordinary Shares $1.66 par value, one Special Voting Share GBP 1.00 par value and [removed: 1,113,479,515] [added: 1,119,445,529] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

Portions of the [removed: 2022 Annual Report and 2023] [added: 2024] joint definitive Proxy Statement are incorporated by reference into Part [removed: II and Part] III of this report.

FOR THE FISCAL YEAR ENDED NOVEMBER 30, [removed: 2022][added: 2023]

| Item 1. | | | [removed: [Business](#ia453f32ef7ab4c13b89c9eff5081eaa5_10)] [added: [Business](#i415b646d79cf447cb9bd3ee5489c6dac_936)] | | | [removed: [4](#ia453f32ef7ab4c13b89c9eff5081eaa5_10)] [added: [5](#i415b646d79cf447cb9bd3ee5489c6dac_936)] | | |

| | | | [removed: [I](#ia453f32ef7ab4c13b89c9eff5081eaa5_16)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_16)[.](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) [Mission](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) [(Purpose)](#ia453f32ef7ab4c13b89c9eff5081eaa5_16)[,](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) [Vision,](#ia453f32ef7ab4c13b89c9eff5081eaa5_16)] [added: [I](#i415b646d79cf447cb9bd3ee5489c6dac_1071)[I](#i415b646d79cf447cb9bd3ee5489c6dac_1071)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1071) [Purpose &](#i415b646d79cf447cb9bd3ee5489c6dac_1071) [Mission](#i415b646d79cf447cb9bd3ee5489c6dac_1071)[,](#i415b646d79cf447cb9bd3ee5489c6dac_1071) [Vision,](#i415b646d79cf447cb9bd3ee5489c6dac_1071)] [Values [removed: and](#ia453f32ef7ab4c13b89c9eff5081eaa5_16) [Priorities](#ia453f32ef7ab4c13b89c9eff5081eaa5_16)] [added: and Priorities](#i415b646d79cf447cb9bd3ee5489c6dac_1071)] | | | [removed: [4](#ia453f32ef7ab4c13b89c9eff5081eaa5_16)] [added: [5](#i415b646d79cf447cb9bd3ee5489c6dac_1071)] | | |

| | | | [B. Global Cruise [removed: Industry](#ia453f32ef7ab4c13b89c9eff5081eaa5_19)] [added: Industry](#i415b646d79cf447cb9bd3ee5489c6dac_1086)] | | | [removed: [5](#ia453f32ef7ab4c13b89c9eff5081eaa5_19)] [added: [6](#i415b646d79cf447cb9bd3ee5489c6dac_1086)] | | |

| | | | [II. Passenger Capacity by Ocean Going [removed: Vessels](#ia453f32ef7ab4c13b89c9eff5081eaa5_25)] [added: Vessels](#i415b646d79cf447cb9bd3ee5489c6dac_1876)] | | | [removed: [6](#ia453f32ef7ab4c13b89c9eff5081eaa5_25)] [added: [7](#i415b646d79cf447cb9bd3ee5489c6dac_1876)] | | |

| | | | [C. Our Global Cruise [removed: Business](#ia453f32ef7ab4c13b89c9eff5081eaa5_28)] [added: Business](#i415b646d79cf447cb9bd3ee5489c6dac_1128)] | | | [removed: [6](#ia453f32ef7ab4c13b89c9eff5081eaa5_28)] [added: [8](#i415b646d79cf447cb9bd3ee5489c6dac_1128)] | | |

| | | | [removed: [III.] [added: [I](#i415b646d79cf447cb9bd3ee5489c6dac_1178)[I.] Ships Under Contract for [removed: Construction](#ia453f32ef7ab4c13b89c9eff5081eaa5_37)] [added: Construction](#i415b646d79cf447cb9bd3ee5489c6dac_1178)] | | | [removed: [7](#ia453f32ef7ab4c13b89c9eff5081eaa5_37)] [added: [8](#i415b646d79cf447cb9bd3ee5489c6dac_1178)] | | |

| | | | [removed: [V. Principal] [added: [V.](#i415b646d79cf447cb9bd3ee5489c6dac_1208) [Passengers](#i415b646d79cf447cb9bd3ee5489c6dac_1208) [Carried and](#i415b646d79cf447cb9bd3ee5489c6dac_1208) [Principal] Source Geographic [removed: Areas](#ia453f32ef7ab4c13b89c9eff5081eaa5_43)] [added: Areas](#i415b646d79cf447cb9bd3ee5489c6dac_1208)] | | | [removed: [9](#ia453f32ef7ab4c13b89c9eff5081eaa5_43)] [added: [11](#i415b646d79cf447cb9bd3ee5489c6dac_1208)] | | |

| | | | [VI. Cruise [removed: Programs](#ia453f32ef7ab4c13b89c9eff5081eaa5_46)] [added: Programs](#i415b646d79cf447cb9bd3ee5489c6dac_1222)] | | | [removed: [10](#ia453f32ef7ab4c13b89c9eff5081eaa5_46)] [added: [11](#i415b646d79cf447cb9bd3ee5489c6dac_1222)] | | |

| | | | [VII. Cruise Pricing and Payment [removed: Terms](#ia453f32ef7ab4c13b89c9eff5081eaa5_49)] [added: Terms](#i415b646d79cf447cb9bd3ee5489c6dac_1238)] | | | [removed: [10](#ia453f32ef7ab4c13b89c9eff5081eaa5_49)] [added: [11](#i415b646d79cf447cb9bd3ee5489c6dac_1238)] | | |

| | | | [VIII. [removed: Seasonality](#ia453f32ef7ab4c13b89c9eff5081eaa5_52)] [added: Seasonality](#i415b646d79cf447cb9bd3ee5489c6dac_1252)] | | | [removed: [11](#ia453f32ef7ab4c13b89c9eff5081eaa5_52)] [added: [12](#i415b646d79cf447cb9bd3ee5489c6dac_1252)] | | |

| | | | [IX. Onboard and Other [removed: Revenues](#ia453f32ef7ab4c13b89c9eff5081eaa5_55)] [added: Revenues](#i415b646d79cf447cb9bd3ee5489c6dac_1264)] | | | [removed: [11](#ia453f32ef7ab4c13b89c9eff5081eaa5_55)] [added: [12](#i415b646d79cf447cb9bd3ee5489c6dac_1264)] | | |

| | | | [removed: [X.] [added: [X](#i415b646d79cf447cb9bd3ee5489c6dac_1276)[I](#i415b646d79cf447cb9bd3ee5489c6dac_1276)[.] Marketing [removed: Activities](#ia453f32ef7ab4c13b89c9eff5081eaa5_58)] [added: Activities](#i415b646d79cf447cb9bd3ee5489c6dac_1276)] | | | [removed: [11](#ia453f32ef7ab4c13b89c9eff5081eaa5_58)] [added: [13](#i415b646d79cf447cb9bd3ee5489c6dac_1276)] | | |

| | | | [removed: [XI](#ia453f32ef7ab4c13b89c9eff5081eaa5_70)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_70)[.] [added: [X](#i415b646d79cf447cb9bd3ee5489c6dac_1300)[I](#i415b646d79cf447cb9bd3ee5489c6dac_1300)[V](#i415b646d79cf447cb9bd3ee5489c6dac_1300)[.] Human Capital Management and [removed: Employees](#ia453f32ef7ab4c13b89c9eff5081eaa5_70)] [added: Employees](#i415b646d79cf447cb9bd3ee5489c6dac_1300)] | | | [removed: [12](#ia453f32ef7ab4c13b89c9eff5081eaa5_70)] [added: [14](#i415b646d79cf447cb9bd3ee5489c6dac_1300)] | | |

| | | | [removed: [X](#ia453f32ef7ab4c13b89c9eff5081eaa5_88)[III](#ia453f32ef7ab4c13b89c9eff5081eaa5_88)[.] [added: [X](#i415b646d79cf447cb9bd3ee5489c6dac_1318)[.] Port Destinations [removed: and Private Islands](#ia453f32ef7ab4c13b89c9eff5081eaa5_88)] [added: and](#i415b646d79cf447cb9bd3ee5489c6dac_1318) [Exclusive](#i415b646d79cf447cb9bd3ee5489c6dac_1318) [Islands](#i415b646d79cf447cb9bd3ee5489c6dac_1318)] | | | [removed: [13](#ia453f32ef7ab4c13b89c9eff5081eaa5_88)] [added: [13](#i415b646d79cf447cb9bd3ee5489c6dac_1318)] | | |

| | | | [removed: [XI](#ia453f32ef7ab4c13b89c9eff5081eaa5_64)[V](#ia453f32ef7ab4c13b89c9eff5081eaa5_64)[.] [added: [X](#i415b646d79cf447cb9bd3ee5489c6dac_1330)[V](#i415b646d79cf447cb9bd3ee5489c6dac_1330)[.] Ethics and [removed: Compliance](#ia453f32ef7ab4c13b89c9eff5081eaa5_64)] [added: Compliance](#i415b646d79cf447cb9bd3ee5489c6dac_1330)] | | | [removed: [13](#ia453f32ef7ab4c13b89c9eff5081eaa5_64)] [added: [15](#i415b646d79cf447cb9bd3ee5489c6dac_1330)] | | |

| | | | [removed: [X](#ia453f32ef7ab4c13b89c9eff5081eaa5_91)[IX](#ia453f32ef7ab4c13b89c9eff5081eaa5_91)[. Governmental Regulations](#ia453f32ef7ab4c13b89c9eff5081eaa5_91)] [added: [X](#i415b646d79cf447cb9bd3ee5489c6dac_1421)[IX](#i415b646d79cf447cb9bd3ee5489c6dac_1421)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1421) [Governmental Regulations](#i415b646d79cf447cb9bd3ee5489c6dac_1421)] | | | [removed: [29](#ia453f32ef7ab4c13b89c9eff5081eaa5_91)] [added: [19](#i415b646d79cf447cb9bd3ee5489c6dac_1421)] | | |

| | | | [removed: [X](#ia453f32ef7ab4c13b89c9eff5081eaa5_97)[XI](#ia453f32ef7ab4c13b89c9eff5081eaa5_97)[. Trademarks] [added: [I](#i415b646d79cf447cb9bd3ee5489c6dac_1445)[V](#i415b646d79cf447cb9bd3ee5489c6dac_1445)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1445) [Trademarks] and Other [removed: Intellectual Property](#ia453f32ef7ab4c13b89c9eff5081eaa5_97)] [added: Intelle](#i415b646d79cf447cb9bd3ee5489c6dac_1445)[ctual Property](#i415b646d79cf447cb9bd3ee5489c6dac_1445)] | | | [removed: [37](#ia453f32ef7ab4c13b89c9eff5081eaa5_97)] [added: [11](#i415b646d79cf447cb9bd3ee5489c6dac_1445)] | | |

| | | | [D. Website Access to Carnival Corporation & plc SEC [removed: Reports](#ia453f32ef7ab4c13b89c9eff5081eaa5_103)] [added: Reports](#i415b646d79cf447cb9bd3ee5489c6dac_1476)] | | | [removed: [38](#ia453f32ef7ab4c13b89c9eff5081eaa5_103)] [added: [37](#i415b646d79cf447cb9bd3ee5489c6dac_1476)] | | |

| | | | [E. Industry and Market [removed: Data](#ia453f32ef7ab4c13b89c9eff5081eaa5_106)] [added: Data](#i415b646d79cf447cb9bd3ee5489c6dac_1488)] | | | [removed: [38](#ia453f32ef7ab4c13b89c9eff5081eaa5_106)] [added: [37](#i415b646d79cf447cb9bd3ee5489c6dac_1488)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ia453f32ef7ab4c13b89c9eff5081eaa5_109)] [added: Factors](#i415b646d79cf447cb9bd3ee5489c6dac_1500)] | | | [removed: [39](#ia453f32ef7ab4c13b89c9eff5081eaa5_109)] [added: [38](#i415b646d79cf447cb9bd3ee5489c6dac_1500)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ia453f32ef7ab4c13b89c9eff5081eaa5_112)] [added: Comments](#i415b646d79cf447cb9bd3ee5489c6dac_1518)] | | | [removed: [47](#ia453f32ef7ab4c13b89c9eff5081eaa5_112)] [added: [43](#i415b646d79cf447cb9bd3ee5489c6dac_1518)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ia453f32ef7ab4c13b89c9eff5081eaa5_118)] [added: Proceedings](#i415b646d79cf447cb9bd3ee5489c6dac_1542)] | | | [removed: [47](#ia453f32ef7ab4c13b89c9eff5081eaa5_118)] [added: [43](#i415b646d79cf447cb9bd3ee5489c6dac_1542)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ia453f32ef7ab4c13b89c9eff5081eaa5_121)] [added: Disclosures](#i415b646d79cf447cb9bd3ee5489c6dac_1623)] | | | [removed: [47](#ia453f32ef7ab4c13b89c9eff5081eaa5_121)] [added: [44](#i415b646d79cf447cb9bd3ee5489c6dac_1623)] | | |

| Item 5. | | | [Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia453f32ef7ab4c13b89c9eff5081eaa5_124)] [added: Securities](#i415b646d79cf447cb9bd3ee5489c6dac_1635)] | | | [removed: [48](#ia453f32ef7ab4c13b89c9eff5081eaa5_124)] [added: [44](#i415b646d79cf447cb9bd3ee5489c6dac_1635)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia453f32ef7ab4c13b89c9eff5081eaa5_130)] [added: Operations](#i415b646d79cf447cb9bd3ee5489c6dac_97)] | | | [removed: [49](#ia453f32ef7ab4c13b89c9eff5081eaa5_130)] [added: [48](#i415b646d79cf447cb9bd3ee5489c6dac_97)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia453f32ef7ab4c13b89c9eff5081eaa5_133)] [added: Risk](#i415b646d79cf447cb9bd3ee5489c6dac_1675)] | | | [removed: [49](#ia453f32ef7ab4c13b89c9eff5081eaa5_133)] [added: [60](#i415b646d79cf447cb9bd3ee5489c6dac_1675)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ia453f32ef7ab4c13b89c9eff5081eaa5_136)] [added: Data](#i415b646d79cf447cb9bd3ee5489c6dac_1)] | | | [removed: [49](#ia453f32ef7ab4c13b89c9eff5081eaa5_136)] [added: [62](#i415b646d79cf447cb9bd3ee5489c6dac_1)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia453f32ef7ab4c13b89c9eff5081eaa5_139)] [added: Disclosure](#i952d8ce719d94042bafbb05839a0f3ca_112)] | | | [removed: [49](#ia453f32ef7ab4c13b89c9eff5081eaa5_139)] [added: [101](#i952d8ce719d94042bafbb05839a0f3ca_112)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ia453f32ef7ab4c13b89c9eff5081eaa5_142)] [added: Procedures](#i415b646d79cf447cb9bd3ee5489c6dac_1715)] | | | [removed: [49](#ia453f32ef7ab4c13b89c9eff5081eaa5_142)] [added: [101](#i415b646d79cf447cb9bd3ee5489c6dac_1715)] | | |

| Item 9B. | | | [Other [removed: Information](#ia453f32ef7ab4c13b89c9eff5081eaa5_145)] [added: Information](#i415b646d79cf447cb9bd3ee5489c6dac_1727)] | | | [removed: [50](#ia453f32ef7ab4c13b89c9eff5081eaa5_145)] [added: [101](#i415b646d79cf447cb9bd3ee5489c6dac_1727)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia453f32ef7ab4c13b89c9eff5081eaa5_148)] [added: Inspections](#i415b646d79cf447cb9bd3ee5489c6dac_1743)] | | | [removed: [50](#ia453f32ef7ab4c13b89c9eff5081eaa5_148)] [added: [101](#i415b646d79cf447cb9bd3ee5489c6dac_1743)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrants included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [A.](#i415b646d79cf447cb9bd3ee5489c6dac_936) [Overview](#i415b646d79cf447cb9bd3ee5489c6dac_936) | | | [5](#i415b646d79cf447cb9bd3ee5489c6dac_936) | | |

| | | | [I. Summary](#i415b646d79cf447cb9bd3ee5489c6dac_936) | | | [5](#i415b646d79cf447cb9bd3ee5489c6dac_936) | | |

| | | | [I. Overview](#i415b646d79cf447cb9bd3ee5489c6dac_1086) | | | [6](#i415b646d79cf447cb9bd3ee5489c6dac_1086) | | |

| | | | [II](#i415b646d79cf447cb9bd3ee5489c6dac_1457)[I](#i415b646d79cf447cb9bd3ee5489c6dac_1457)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1457) [C](#i415b646d79cf447cb9bd3ee5489c6dac_1457)[ompetition](#i415b646d79cf447cb9bd3ee5489c6dac_1457) | | | [7](#i415b646d79cf447cb9bd3ee5489c6dac_1457) | | |

| | | | [I. Segment](#i415b646d79cf447cb9bd3ee5489c6dac_1128) [and Brand](#i415b646d79cf447cb9bd3ee5489c6dac_1128) [Information](#i415b646d79cf447cb9bd3ee5489c6dac_1128) | | | [8](#i415b646d79cf447cb9bd3ee5489c6dac_1128) | | |

| | | | [I](#i415b646d79cf447cb9bd3ee5489c6dac_1194)[II](#i415b646d79cf447cb9bd3ee5489c6dac_1194)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1194) [De](#i415b646d79cf447cb9bd3ee5489c6dac_1194)[scriptions of](#i415b646d79cf447cb9bd3ee5489c6dac_1194) [Cruise Brands](#i415b646d79cf447cb9bd3ee5489c6dac_1194) | | | [9](#i415b646d79cf447cb9bd3ee5489c6dac_1194) | | |

| | | | [XI](#i415b646d79cf447cb9bd3ee5489c6dac_1288)[I](#i415b646d79cf447cb9bd3ee5489c6dac_1288)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1288) [Sales Channels](#i415b646d79cf447cb9bd3ee5489c6dac_1288) | | | [13](#i415b646d79cf447cb9bd3ee5489c6dac_1288) | | |

| | | | [XII](#i415b646d79cf447cb9bd3ee5489c6dac_1397)[I](#i415b646d79cf447cb9bd3ee5489c6dac_1397)[. S](#i415b646d79cf447cb9bd3ee5489c6dac_1397)[uppl](#i415b646d79cf447cb9bd3ee5489c6dac_1397)[y Chain](#i415b646d79cf447cb9bd3ee5489c6dac_1397) | | | [14](#i415b646d79cf447cb9bd3ee5489c6dac_1397) | | |

| | | | [XV](#i415b646d79cf447cb9bd3ee5489c6dac_1366)[I](#i415b646d79cf447cb9bd3ee5489c6dac_1366)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1366) [Information Technology and Data Privacy](#i415b646d79cf447cb9bd3ee5489c6dac_1366) | | | [16](#i415b646d79cf447cb9bd3ee5489c6dac_1366) | | |

| | | | [XVII. Insurance](#i415b646d79cf447cb9bd3ee5489c6dac_1409) | | | [16](#i415b646d79cf447cb9bd3ee5489c6dac_1409) | | |

| | | | [XV](#i415b646d79cf447cb9bd3ee5489c6dac_1433)[III](#i415b646d79cf447cb9bd3ee5489c6dac_1433)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1433) [Taxation](#i415b646d79cf447cb9bd3ee5489c6dac_1433) | | | [17](#i415b646d79cf447cb9bd3ee5489c6dac_1433) | | |

| | | | [X](#i415b646d79cf447cb9bd3ee5489c6dac_1342)[X](#i415b646d79cf447cb9bd3ee5489c6dac_1342)[. Sustainability](#i415b646d79cf447cb9bd3ee5489c6dac_1342) | | | [24](#i415b646d79cf447cb9bd3ee5489c6dac_1342) | | |

| Item 2. | | | [Properties](#i415b646d79cf447cb9bd3ee5489c6dac_1530) | | | [43](#i415b646d79cf447cb9bd3ee5489c6dac_1530) | | |

| Item 6. | | | [Reserved](#i415b646d79cf447cb9bd3ee5489c6dac_1647) | | | [47](#i415b646d79cf447cb9bd3ee5489c6dac_1647) | | |

Cautionary Note Concerning Factors That May Affect Future Results

Some of the statements, estimates or projections contained in this document are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to us, including some statements concerning future results, operations, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred.

These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended.

All statements other than statements of historical facts are statements that could be deemed forward-looking.

These statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and the beliefs and assumptions of our management.

We have tried, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and similar expressions of future intent or the negative of such terms.

Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:

| | | | | | |

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

| •Pricing | | | •Adjusted net income (loss) | | |

| •Booking levels | | | •Adjusted EBITDA | | |

| •Occupancy | | | •Adjusted earnings per share | | |

| •Interest, tax and fuel expenses | | | •Adjusted free cash flow | | |

| •Currency exchange rates | | | •Net per diems | | |

| •Goodwill, ship and trademark fair values | | | •Net yields | | |

| •Liquidity and credit ratings | | | •Adjusted cruise costs per ALBD | | |

| •Investment grade leverage metrics | | | •Adjusted cruise costs excluding fuel per ALBD | | |

| •Estimates of ship depreciable lives and residual values | | | •Adjusted return on invested capital | | |

Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by our forward-looking statements.

This note contains important cautionary statements of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position.

Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by our substantial debt balance incurred during the pause of our guest cruise operations.

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

These factors include, but are not limited to, the following:

*•* *Events and conditions around the world, including geopolitical uncertainty, war and other military actions, 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 as well as negative impacts to our operating costs and profitability.*

Commission file number: 001-15136

DOCUMENTS INCORPORATED BY REFERENCE

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

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

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

| | | | [I. Segment Information](#ia453f32ef7ab4c13b89c9eff5081eaa5_28) | | | [6](#ia453f32ef7ab4c13b89c9eff5081eaa5_28) | | |

| | | | [II. Passengers Carried](#ia453f32ef7ab4c13b89c9eff5081eaa5_34) | | | [7](#ia453f32ef7ab4c13b89c9eff5081eaa5_34) | | |

| | | | [IV. Cruise Brands](#ia453f32ef7ab4c13b89c9eff5081eaa5_40) | | | [7](#ia453f32ef7ab4c13b89c9eff5081eaa5_40) | | |

| | | | [XI. Sales Channels](#ia453f32ef7ab4c13b89c9eff5081eaa5_61) | | | [11](#ia453f32ef7ab4c13b89c9eff5081eaa5_61) | | |

| | | | [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_82)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_82)[I](#ia453f32ef7ab4c13b89c9eff5081eaa5_82)[. Supply Chain](#ia453f32ef7ab4c13b89c9eff5081eaa5_82) | | | [28](#ia453f32ef7ab4c13b89c9eff5081eaa5_82) | | |

| | | | [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) | | |

| | | | [XX](#ia453f32ef7ab4c13b89c9eff5081eaa5_100)[II](#ia453f32ef7ab4c13b89c9eff5081eaa5_100)[. Competition](#ia453f32ef7ab4c13b89c9eff5081eaa5_100) | | | [37](#ia453f32ef7ab4c13b89c9eff5081eaa5_100) | | |

| Item 2. | | | [Properties](#ia453f32ef7ab4c13b89c9eff5081eaa5_115) | | | [47](#ia453f32ef7ab4c13b89c9eff5081eaa5_115) | | |

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

The information described below and contained in the Registrants’ 2022 Annual Report to shareholders to be furnished to the U.S. Securities and Exchange Commission pursuant to Rule 14a-3(b) of the Securities Exchange Act of 1934 is shown in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm) and is incorporated by reference into this joint 2022 Annual Report on Form 10-K (“Form 10-K”).

Part and Item of the Form 10-K

Item 5. Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information, Holders and Performance Graph.

Item 6. Reserved.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As of November 30, [removed: 2022,] [added: 2023,] the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

| Genoa, Italy | | | | | | [removed: 229/46] [added: 204/46] | | | | | | Own/Lease | | | | | | Costa [removed: and AIDA] | | |

| Rostock, Germany | | | | | | 224 | | | | | | Own | | | | | | [removed: Costa and] AIDA | | |

| Seattle, WA, U.S.A. | | | | | | 175 | | | | | | Lease | | | | | | [removed: Princess Cruises,] Holland America Line and Seabourn | | |

| Southampton, England | | | | | | 150 | | | | | | Lease | | | | | | Carnival plc, [added: Cunard and] P&O Cruises (UK) [removed: and Cunard] | | |

| Santa Clarita, CA, U.S.A. | | | | | | [removed: 134] [added: 113] | | | | | | Lease | | | | | | Princess [removed: Cruises, Holland America Line and Seabourn] [added: Cruises] | | |

| Hamburg, Germany | | | | | | [removed: 108] [added: 70] | | | | | | Lease | | | | | | [removed: Costa and] AIDA | | |

| Sydney, NSW, Australia | | | | | | [removed: 37] [added: 26] | | | | | | Lease | | | | | | [removed: Princess Cruises and] P&O Cruises (Australia) | | |

Information about our cruise ships, including the number each of our cruise brands operate, as well as information regarding our cruise ships under construction may be found under Part [removed: I.][added: I, Item 1.]

“Our Global Cruise Business.” In addition, we own, lease or have controlling interests in port destinations, [removed: private] [added: exclusive] islands, hotels, and lodges.

Item 1.

The information required by Item 201(d) of Regulation S-K is [removed: incorporated by reference to] [added: shown in] Part [removed: III.][added: III, Item 12.]

[removed: We have a program that] [added: Our Stock Swap Program] 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.

[removed: During] [added: Since] the [removed: three months ended November 30, 2022, under] [added: beginning of] the Stock Swap Program, [added: first authorized in June 2021,] we [added: have] sold [removed: 0.8] [added: 17.2] million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of [removed: $0.4 million which were used for general corporate purposes.][added: $29 million.]

The existing shareholder approval [removed: was] [added: is] limited to a maximum of [removed: 18.5] [added: 18.6] million ordinary shares [removed: and is valid until the earlier] of [added: Carnival plc and expires at] the conclusion of the Carnival plc [removed: 2023 annual general meeting] [added: 2024 Annual General Meeting] or [removed: October 7, 2023.][added: July 20, 2024, whichever is earlier.]

Carnival Corporation common stock, together with paired trust shares of beneficial interest in the P&O Princess Special Voting Trust, which holds a Special Voting Share of Carnival plc, is traded on the NYSE under the symbol “CCL.” Carnival plc ordinary shares trade on the London Stock Exchange under the symbol “CCL.” Carnival plc American Depositary Shares (“ADSs”), each one of which represents one Carnival plc ordinary share, are traded on the NYSE under the symbol “CUK.” The depositary for the ADSs is JPMorgan Chase Bank, N.A.

As of January 11, 2024, there were 2,699 holders of record of Carnival Corporation common stock and 28,977 holders of record of Carnival plc ordinary shares and 414 holders of record of Carnival plc ADSs.

We do not expect to pay dividends on Carnival Corporation common stock and Carnival plc ordinary shares for at least the next few years.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, in this Form 10-K.

Carnival Corporation

The following graph compares the Price Performance of $100 if invested in Carnival Corporation common stock with the Price Performance of $100 if invested in each of the Dow Jones U.S. Recreational Services Index (the “Dow Jones Recreational Index”), the FTSE 100 Index and the S&P 500 Index.

The Price Performance, as used in the Performance Graph, is calculated by assuming $100 is invested at the beginning of the period in Carnival Corporation common stock at a price equal to the market value.

At the end of each year, the total value of the investment is computed by taking the number of shares owned, assuming Carnival Corporation dividends are reinvested, multiplied by the market price of the shares.


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

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

| | | | Assumes $100 Invested on November 30, 2018 Assumes Dividends Reinvested Years Ended November 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

| Carnival Corporation Common Stock | | | | | | $ | 100 | | | | | $ | 78 | | | | | $ | 35 | | | | | $ | 31 | | | | | $ | 17 | | | | | $ | 26 | |

| Dow Jones Recreational Index | | | | | | $ | 100 | | | | | $ | 98 | | | | | $ | 62 | | | | | $ | 64 | | | | | $ | 50 | | | | | $ | 64 | |

| FTSE 100 Index | | | | | | $ | 100 | | | | | $ | 112 | | | | | $ | 98 | | | | | $ | 115 | | | | | $ | 128 | | | | | $ | 131 | |

| S&P 500 Index | | | | | | $ | 100 | | | | | $ | 116 | | | | | $ | 136 | | | | | $ | 174 | | | | | $ | 158 | | | | | $ | 180 | |

Carnival plc

The following graph compares the Price Performance of $100 invested in Carnival plc ADSs, each representing one ordinary share of Carnival plc, with the Price Performance of $100 invested in each of the indexes noted below.

The Price Performance is calculated in the same manner as previously discussed.


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

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

| | | | Assumes $100 Invested on November 30, 2018 Assumes Dividends Reinvested Years Ended November 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

| Carnival plc ADS | | | $ | 100 | | | | | $ | 75 | | | | | $ | 31 | | | | | $ | 29 | | | | | $ | 16 | | | | | $ | 24 | |

| Dow Jones Recreational Index | | | $ | 100 | | | | | $ | 98 | | | | | $ | 62 | | | | | $ | 64 | | | | | $ | 50 | | | | | $ | 64 | |

| FTSE 100 Index | | | $ | 100 | | | | | $ | 112 | | | | | $ | 98 | | | | | $ | 115 | | | | | $ | 128 | | | | | $ | 131 | |

| S&P 500 Index | | | $ | 100 | | | | | $ | 116 | | | | | $ | 136 | | | | | $ | 174 | | | | | $ | 158 | | | | | $ | 180 | |

During the three months ended November 30, 2023, there were no sales or repurchases under the Stock Swap Program.

During the three months ended November 30, 2023, no shares of Carnival Corporation common stock or Carnival plc ordinary shares were repurchased.

Annual shareholder approval is required for Carnival plc to buy back its ordinary shares.

We also treat purchases of Carnival plc ordinary shares by Carnival Corporation or Carnival Investments Limited under the Stock Swap Program as if they were made by Carnival plc under the Carnival plc share buyback authority.

The information required by Item 201(a) of Regulation S-K, Market Information, is shown in [Exhibit 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 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 Carnival Corporation common stock and Carnival plc ordinary shares.

Item 12 of this Form 10-K.

The information required by Item 201(e) of Regulation S-K, Performance Graph, is shown in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm) and is incorporated by reference into this Form 10-K.

Since the beginning of the Stock Swap Program, first authorized in June 2021, we have sold 14.9 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $27 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, 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 | | | | | | | |

(a) No ordinary shares of Carnival plc were purchased outside of publicly announced plans or programs.

Carnival plc ordinary share repurchases under the Stock Swap Program require annual shareholder approval.

CARNIVAL CORPORATION & PLC

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED NOVEMBER 30, 2023

TABLE OF CONTENTS

| | | | | | |

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

| [CONSOLIDATED STATEMENTS OF INCOM](#i415b646d79cf447cb9bd3ee5489c6dac_4)[E (LOSS)](#i415b646d79cf447cb9bd3ee5489c6dac_4) | | | [63](#i415b646d79cf447cb9bd3ee5489c6dac_4) | | |

| | | | | | |

| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOM](#i415b646d79cf447cb9bd3ee5489c6dac_7)[E (LOSS)](#i415b646d79cf447cb9bd3ee5489c6dac_7) | | | [64](#i415b646d79cf447cb9bd3ee5489c6dac_7) | | |

| | | | | | |

| [CONSOLIDATED BALANCE SHEETS](#i415b646d79cf447cb9bd3ee5489c6dac_10) | | | [65](#i415b646d79cf447cb9bd3ee5489c6dac_10) | | |

| | | | | | |

| [CONSOLIDATED STATEMENTS OF CASH FLOWS](#i415b646d79cf447cb9bd3ee5489c6dac_13) | | | [66](#i415b646d79cf447cb9bd3ee5489c6dac_13) | | |

| | | | | | |

| [CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY](#i415b646d79cf447cb9bd3ee5489c6dac_16) | | | [67](#i415b646d79cf447cb9bd3ee5489c6dac_16) | | |

| | | | | | |

| [NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](#i415b646d79cf447cb9bd3ee5489c6dac_19) | | | [68](#i415b646d79cf447cb9bd3ee5489c6dac_19) | | |

| | | | | | |

| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#i415b646d79cf447cb9bd3ee5489c6dac_91) (PCAOB ID 238) | | | [99](#i415b646d79cf447cb9bd3ee5489c6dac_91) | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in millions, except per share data)

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

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

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

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

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

| Passenger ticket | | | $ | 14,067 | | | | | $ | 7,022 | | | | | $ | 1,000 | |

| Onboard and other | | | 7,526 | | | | | | 5,147 | | | | | | 908 | | |

| | | | 21,593 | | | | | | 12,168 | | | | | | 1,908 | | |

Portions of the Registrants’ 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.

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.

Our President, Chief Executive Officer and 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: 2022,] [added: 2023,] that they are effective as described above.

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: 2022.][added: 2023.]

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: 2022] [added: 2023] as stated in their report, which is shown in [removed: [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/ccl-20221130_d2.htm) and is incorporated by reference into this Form 10-K.][added: Part II, Item 8.]

There have been no changes in our internal control over financial reporting during the quarter ended November 30, [removed: 2022] [added: 2023] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Financial Statements and Supplementary Data, in this Form 10-K.

Trading Plans

During the quarter ended November 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

None.

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: 2022] [added: 2023] fiscal year.

The table below sets forth the name, age, years of service and title of each of our executive officers as of January [removed: 27, 2023.][added: 26, 2024.]

| Micky Arison | | | [removed: 73] [added: 74] | | | | | | [removed: 51] [added: 52] | | | | | | Chair of the Boards of Directors | | |

| David Bernstein | | | [removed: 65] [added: 66] | | | | | | [removed: 24] [added: 25] | | | | | | Chief Financial Officer and Chief Accounting Officer | | |

| Vice Admiral William R. Burke (Ret.) | | | [removed: 66] [added: 67] | | | | | | [removed: 9] [added: 10] | | | | | | Chief Maritime Officer | | |

| Enrique Miguez | | | [removed: 58] [added: 59] | | | | | | [removed: 25] [added: 26] | | | | | | General Counsel | | |

| Josh Weinstein | | | [removed: 48] [added: 49] | | | | | | [removed: 20] [added: 21] | | | | | | President, Chief Executive Officer and Chief Climate Officer | | |

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

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

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: 2022] [added: 2023] fiscal year.

| Bettina Deynes | | | 51 | | | | | | 5 | | | | | | Global Chief Human Resources Officer | | |

Bettina Deynes has been Global Chief Human Resources Officer since 2022 and she was Chief Human Resources Officer at Carnival Cruise Line from 2019 to 2022.

She was Managing Director at The Surrogate CEO, a temporary executive placement and consulting company, where she served as a C-suite level consultant from 2018 to 2019, and Chief Human Resources Officer and Strategy Officer at the Society for Human Resource Management, a professional human resources membership association, where she led the human resources organization including talent management, strategy and development from 2014 to 2018.

| Michael Thamm | | | 59 | | | | | | 29 | | | | | | Group Chief Executive Officer of Costa Group and Carnival Asia | | |

Michael Thamm has been Group Chief Executive Officer of Costa Group since 2012 and of Carnival Asia since 2017.

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: 2022] [added: 2023] 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: 2022.][added: 2023.]

| Equity compensation plans approved by security holders | | | | | | [removed: 4.9] [added: 8.0] | | | (a) | | | — | | | | | | [removed: 13.7] [added: 29.2] | | | (b) | | |

(a)Represents [removed: 4.9] [added: 8.0] million of restricted share units outstanding under the Carnival Corporation [removed: 2011 Stock Plan and Carnival Corporation] 2020 Stock Plan.

(b)Includes Carnival Corporation common stock available for issuance as of November 30, [removed: 2022] [added: 2023] as follows: [removed: 1.3] [added: 0.9] million under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 255,546] [added: 118,928] subject to purchase during the current purchase period and [removed: 12.4] [added: 28.3] 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: 2022.][added: 2023.]

| Equity compensation plans approved by security holders | | | | | | [removed: 1.3] [added: 2.0] | | | (a) | | | — | | | | | | [removed: 4.3] [added: 3.4] | | |

(a)Represents [removed: 1.3] [added: 2.0] 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: 2022] [added: 2023] 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: 2022] [added: 2023] fiscal year.

| | | | | | | 8.0 | | | | | | — | | | | | | 29.2 | | | | | |

| | | | | | | 2.0 | | | | | | — | | | | | | 3.4 | | |

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

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

| 4.1 | | | [Agreement of Carnival Corporation and Carnival plc, [removed: 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)] [added: dated](https://www.sec.gov/Archives/edgar/data/815097/000081509724000011/exhibit41202310-k.htm) [January 3, 2024](https://www.sec.gov/Archives/edgar/data/815097/000081509724000011/exhibit41202310-k.htm)] [to furnish certain debt instruments to the Securities and Exchange [removed: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000012/exhibit41202210-k.htm)] [added: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509724000011/exhibit41202310-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: 10.6*] [added: 10.5*] | | | [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: 10.8*] [added: 10.6*] | | | [Employment Contract dated April 21, 2017 between Carnival plc and Michael Olaf Thamm.](https://www.sec.gov/Archives/edgar/data/815097/000119312517142955/d383775dex101.htm) | | | 8-K | | | | | | 10.1 | | | | | | 4/27/17 | | | | | | | | |

| [removed: 10.9*] [added: 10.7*] | | | [Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x3x1q2019.htm) | | | 10-Q | | | | | | 10.3 | | | | | | 4/9/19 | | | | | | | | |

| [removed: 10.10*] [added: 10.8*] | | | [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 | | | | | | | | |

| [removed: 10.11*] [added: 10.13*] | | | [Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x5x1q2019.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000030/ex1031q2020.htm)] | | | 10-Q | | | | | | [removed: 10.5] [added: 10.3] | | | | | | [removed: 4/9/19] [added: 4/1/20] | | | | | | | | |

| [removed: 10.12*] [added: 10.9*] | | | [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 | | | | | | | | |

| [removed: 10.13*] [added: 10.10*] | | | [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 | | | | | | | | |

| 10.14* | | | [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/815097/000081509719000019/ex_10x3xq22019.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex103q22020.htm)] | | | 10-Q | | | | | | 10.3 | | | | | | [removed: 6/24/19] [added: 7/10/20] | | | | | | | | |

| [removed: 10.15*] [added: 10.11*] | | | [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 institutions.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000034/ex101q32019.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 9/26/19 | | | | | | | | |

| [removed: 10.16*] [added: 10.47*] | | | [Form of [added: 2022] Management Incentive [removed: Tied] [added: Plan-Tied] Restricted Stock Unit Agreement for the Carnival Corporation [removed: 2011] [added: 2020] Stock [removed: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000030/ex1011q2020.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000035/ex_10x3xq12023.htm)] | | | 10-Q | | | | | | [removed: 10.1] [added: 10.3] | | | | | | [removed: 4/1/20] [added: 3/29/23] | | | | | | | | |

| [removed: 10.17*] [added: 10.12*] | | | [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 | | | | | | | | |

| [removed: 10.18*] [added: 10.52*] | | | [Form of [removed: Shareholder Equity Alignment] [added: Time-Based] Restricted Stock Unit Agreement for the Carnival Corporation [removed: 2011] [added: 2020] Stock [removed: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000030/ex1031q2020.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000051/ex_10x3xq22023.htm)] | | | 10-Q | | | | | | 10.3 | | | | | | [removed: 4/1/20] [added: 6/28/23] | | | | | | | | |

| [removed: 10.19*] [added: 10.36*] | | | [Form of [removed: Non-Employee Director Annual Restricted Stock] [added: Earnings Recovery] Award Agreement for the [removed: for the] Carnival Corporation 2020 Stock [removed: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex103q22020.htm)] [added: Plan for the CEO.](https://www.sec.gov/Archives/edgar/data/815097/000081509722000029/ex_10x3xq12022.htm)] | | | 10-Q | | | | | | 10.3 | | | | | | [removed: 7/10/20] [added: 3/28/22] | | | | | | | | |

| [removed: 10.20*] [added: 10.15*] | | | [Carnival Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex105q22020.htm) | | | 10-Q | | | | | | 10.5 | | | | | | 7/10/20 | | | | | | | | |

| [removed: 10.21*] [added: 10.16#] | | | [Term Loan Agreement dated as of June 30, 2020 among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival 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 agent.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex106q22020.htm) | | | 10-Q | | | | | | 10.6 | | | | | | 7/10/20 | | | | | | | | |

| [removed: 10.22] [added: 10.17] | | | [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 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.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x42q42020.htm) | | | 10-K | | | | | | 10.42 | | | | | | 1/26/21 | | | | | | | | |

| [removed: 10.23] [added: 10.19] | | | [removed: [Indenture,] [added: [First Supplemental Indenture] dated as of [removed: April 6, 2020,] [added: November 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 [removed: trustee,] [added: trustee and security agent,] relating to the [removed: 5.75% Convertible] [added: 9.875% Second-Priority] Senior [added: Secured] Notes due [removed: 2023.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex107q22020.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x51xq42020.htm)] | | | [removed: 10-Q] [added: 10-K] | | | | | | [removed: 10.7] [added: 10.51] | | | | | | [removed: 7/10/20] [added: 1/26/21] | | | | | | | | |

| [removed: 10.24] [added: 10.43] | | | [First Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: June 30, 2020] [added: November 1, 2022,] among Carnival [removed: Corporation as issuer,] [added: Corporation,] Carnival plc, the [removed: other Guarantors] [added: subsidiary guarantors] party thereto and U.S. [removed: Bank,] [added: Bank Trust Company,] National Association, as trustee, relating to the [added: issuance of additional] 5.75% Convertible Senior Notes due [removed: 2023.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex109q22020.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/815097/000095014222003028/eh220300730_ex0401.htm)] | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.9] [added: 4.1] | | | | | | [removed: 7/10/20] [added: 11/1/22] | | | | | | | | |

| [removed: 10.25] [added: 10.18#] | | | [removed: [Second Supplemental Indenture] [added: [Indenture] dated as of [removed: July 8,] [added: August 18,] 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, [added: security agent, principal paying agent, transfer agent and registrar,] relating to the [removed: 5.75% Convertible] [added: 9.875% Second-Priority] Senior [added: Secured] Notes due [removed: 2023.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex101q32020.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex103q32020.htm)] | | | 10-Q | | | | | | [removed: 10.1] [added: 10.3] | | | | | | 10/8/20 | | | | | | | | |

| [removed: 10.26*] [added: 10.20] | | | [Indenture dated as of [removed: July 20,] [added: November 25,] 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, [removed: security agent,] principal paying agent, transfer agent and registrar, relating to the U.S. dollar-denominated [removed: 10.500% Second-Priority] [added: 7.625%] Senior [removed: Secured] [added: Unsecured] Notes due 2026 and the Euro-denominated [removed: 10.125% Second-Priority] [added: 7.625%] Senior [removed: Secured] [added: Unsecured] Notes due [removed: 2026.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex102q32020.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x52xq42020.htm)] | | | [removed: 10-Q] [added: 10-K] | | | | | | [removed: 10.2] [added: 10.52] | | | | | | [removed: 10/8/20] [added: 1/26/21] | | | | | | | | |

| [removed: 10.27] [added: 10.30] | | | [removed: [First Supplemental Indenture] [added: [Indenture] dated as of [removed: November 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 [removed: trustee] [added: trustee, principal paying agent, transfer agent, registrar] and security agent, relating to the [removed: U.S. dollar-denominated 10.500% Second-Priority Senior Secured Notes due 2026 and the Euro-denominated 10.125% Second-Priority] [added: 4.00% First-Priority] Senior Secured Notes due [removed: 2026.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x49xq42020.htm)] [added: 2028.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000098/ex_10x3xq32021.htm)] | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.49] [added: 10.3] | | | | | | [removed: 1/26/21] [added: 9/30/21] | | | | | | | | |

| [removed: 10.28*] [added: 10.56] | | | [removed: [Indenture] [added: [Indenture,] dated as of August [removed: 18, 2020] [added: 8, 2023,] among Carnival [removed: Corporation] [added: Corporation,] as issuer, Carnival plc, the [removed: other Guarantors] [added: guarantors] party thereto and U.S. [removed: Bank,] [added: Bank Trust Company,] National Association, as trustee, [removed: security agent,] principal paying agent, transfer [removed: agent] [added: agent, registrar] and [removed: registrar, relating] [added: security agent, related] to the [removed: 9.875% Second-Priority] [added: 7.000% First-Priority] Senior Secured Notes due [removed: 2027.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex103q32020.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000066/exhibit103q32023.htm)] | | | 10-Q | | | | | | 10.3 | | | | | | [removed: 10/8/20] [added: 9/29/23] | | | | | | | | |

| [removed: 10.29] [added: 10.31] | | | [removed: [First Supplemental Indenture] [added: [Indenture] dated as of November [removed: 18, 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 [removed: trustee] [added: trustee, principal paying agent, transfer agent, registrar] and security agent, relating to the [removed: 9.875% Second-Priority] [added: 6.000%] Senior [removed: Secured] [added: Unsecured] Notes due [removed: 2027.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x51xq42020.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/815097/000095014221003512/eh210196101_ex1001.htm)] | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: 10.51] [added: 10.1] | | | | | | [removed: 1/26/21] [added: 11/2/21] | | | | | | | | |

| [removed: 10.30] [added: 10.24] | | | [Indenture dated as of [removed: November 25, 2020] [added: 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 [removed: U.S. dollar-denominated 7.625% Senior Unsecured Notes due 2026 and the Euro-denominated 7.625%] [added: 5.75%] Senior Unsecured Notes due [removed: 2026.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/ex_10x52xq42020.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000052/ex_10x1q12021.htm)] | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.52] [added: 10.1] | | | | | | [removed: 1/26/21] [added: 4/7/21] | | | | | | | | |

| [removed: 10.31*] [added: 10.21*] | | | [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 | | | | | | | | |

| [removed: 10.32*] [added: 10.22*] | | | [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 | | | | | | | | |

| [removed: 10.33*] [added: 10.51*] | | | [Form of [removed: Retention Time-Based] [added: Performance-Based] Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock [removed: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex106q32020.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000051/ex_10x2xq22023.htm)] | | | 10-Q | | | | | | [removed: 10.6] [added: 10.2] | | | | | | [removed: 10/8/20] [added: 6/28/23] | | | | | | | | |

| [removed: 10.34*] [added: 10.25*] | | | [Form of [removed: Retention] [added: Executive] Time-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share [removed: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000101/ex107q32020.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000052/ex_10x2q12021.htm)] | | | 10-Q | | | | | | [removed: 10.7] [added: 10.2] | | | | | | [removed: 10/8/20] [added: 4/7/21] | | | | | | | | |

| [removed: 10.35] [added: 10.23] | | | [Amendment Agreement dated December 31, 2020 to 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: 10.36] [added: 10.42] | | | [Indenture dated as of [removed: February 16, 2021] [added: October 25, 2022,] among Carnival [removed: Corporation] [added: Holdings (Bermuda) Limited,] as issuer, Carnival [added: Corporation, Carnival] plc, the other Guarantors party thereto and U.S. [removed: Bank,] [added: Bank Trust Company,] National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the [removed: 5.75%] [added: 10.375%] Senior Unsecured Notes due [removed: 2027.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000052/ex_10x1q12021.htm)] [added: 2028.](https://www.sec.gov/Archives/edgar/data/815097/000095014222002961/eh220298791_ex1001.htm)] | | | [removed: 10-Q] [added: 8-K] | | | | | | 10.1 | | | | | | [removed: 4/7/21] [added: 10/25/22] | | | | | | | | |

| [removed: 10.37] [added: 10.46*] | | | [Form of [removed: Executive Time-Based] [added: 2022 Performance-Based] Restricted Share Unit [added: Grant] Agreement for the Carnival plc 2014 Employee Share [removed: Plan.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000052/ex_10x2q12021.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000035/ex_10x2xq12023.htm)] | | | 10-Q | | | | | | 10.2 | | | | | | [removed: 4/7/21] [added: 3/29/23] | | | | | | | | |

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

| [removed: 10.39] [added: 10.27*] | | | [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 | | | | | | | | |

| [removed: 10.40] [added: 10.28] | | | [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 | | | | | | | | |

| [removed: 10.41] [added: 10.29] | | | [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: 10.42] [added: 10.38] | | | [removed: [Indenture] [added: [Indenture,] dated as of [removed: July 26, 2021,] [added: May 25, 2022,] among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank [added: Trust Company,] National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the [removed: 4.00% First-Priority] [added: 10.500%] Senior [removed: Secured] [added: Unsecured] Notes due [removed: 2028.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000098/ex_10x3xq32021.htm)] [added: 2030.](https://www.sec.gov/Archives/edgar/data/1125259/000095014222001706/eh220255667_ex1001.htm)] | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.3] [added: 10.1] | | | | | | [removed: 9/30/21] [added: 5/25/22] | | | | | | | | |

| [removed: 10.43] [added: 10.44] | | | [removed: [Indenture] [added: [Indenture,] dated as of November [removed: 2, 2021,] [added: 18, 2022,] among Carnival Corporation, [removed: as issuer,] Carnival plc, the [removed: other Guarantors] [added: subsidiary guarantors] party [removed: hereto] [added: thereto] and U.S. Bank [added: Trust Company,] National Association, as trustee, [removed: principal paying agent, transfer agent, registrar and security agent,] relating to the [removed: 6.000%] [added: issuance 5.75% Convertible] Senior [removed: Unsecured] Notes due [removed: 2029.](https://www.sec.gov/Archives/edgar/data/815097/000095014221003512/eh210196101_ex1001.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/1125259/000095014222003212/eh220306481_ex1001.htm)] | | | 8-K | | | | | | 10.1 | | | | | | [removed: 11/2/21] [added: 11/18/22] | | | | | | | | |

| [removed: 10.44] [added: 10.32] | | | [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) | | | 10-K | | | | | | 10.41 | | | | | | 1/27/22 | | | | | | | | |

| [removed: 10.45] [added: 10.33] | | | [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/0000815097/000081509722000009/ex_10x45xq42021.htm) | | | 10-K | | | | | | 10.45 | | | | | | 1/27/22 | | | | | | | | |

Our Consolidated Financial Statements have been prepared in accordance with Item 8.

Financial Statements and Supplementary Data and are included beginning on page [62](#i415b646d79cf447cb9bd3ee5489c6dac_1) of this report.

None.

| 10.48* | | | [Form of 2022 Management Incentive Plan-Tied Restricted Share Unit Grant Agreement for the Carnival plc 2014 Employee Share Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000035/ex_10x4xq12023.htm) | | | 10-Q | | | | | | 10.4 | | | | | | 3/29/23 | | | | | | | | |

| 10.49 | | | [Facilities Agreement, dated as of February 28, 2023, among Carnival Holdings (Bermuda) II Limited, as borrower, Carnival Corporation, Carnival plc, the other guarantors party thereto, the lender parties thereto and J.P. Morgan SE, as facilities agent.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000035/ex_10x5xq12023.htm) | | | 10-Q | | | | | | 10.5 | | | | | | 3/29/23 | | | | | | | | |

| 10.50* | | | [Amendment of the 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/1125259/000081509723000037/exhibit101.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 6/28/23 | | | | | | | | |

| 10.53 | | | [Amendment and Restatement Agreement dated May 25, 2023 in respect of the Multicurrency Revolving Facilities Agreement dated May 18, 2011, as most recently amended and restated on August 6, 2019 (and as otherwise amended from time to time), among Carnival Corporation, Carnival plc and Costa Crociere S.p.A., JPMorgan Chase Bank, N.A. as retiring arranger, Bank of America Europe Designated Activity Company as retiring facilities agent, and J.P. Morgan SE as new arranger and successor facilities agent.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000051/ex_10x4xq22023.htm) | | | 10-Q | | | | | | 10.4 | | | | | | 6/28/23 | | | | | | | | |

| 10.54 | | | [Amendment No. 5, dated as of June 16, 2023, by and among Carnival Corporation and Carnival Finance, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, to Term Loan Agreement, dated as of June 30, 2020.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000066/exhibit101q32023.htm) | | | 10-Q | | | | | | 10.1 | | | | | | 9/29/23 | | | | | | | | |

| 10.55 | | | [Term Loan Agreement, dated as of August 8, 2023, among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc, the other guarantors party thereto, the various financial institutions as are or shall become parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S. Bank Trust Company, National Association, as security agent.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000066/exhibit102q32023.htm) | | | 10-Q | | | | | | 10.2 | | | | | | 9/29/23 | | | | | | | | |

| 10.57*# | | | [Settlement Agreement between Mr. Michael Olaf Thamm and Carnival plc, concluded by Hamburg Labor Court on November 1, 2023 (English](https://www.sec.gov/Archives/edgar/data/815097/000081509724000011/exhibit1057202310-k.htm) [t](https://www.sec.gov/Archives/edgar/data/815097/000081509724000011/exhibit1057202310-k.htm)[ranslation).](https://www.sec.gov/Archives/edgar/data/815097/000081509724000011/exhibit1057202310-k.htm) | | | | | | | | | | | | | | | | | | | | | X | | |

| Policy Relating to Recovery of Erroneously Awarded Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 97 | | | [Carnival Corporation & plc Clawback Policy.](https://www.sec.gov/Archives/edgar/data/815097/000081509724000011/exhibit97202310-k.htm) | | | | | | | | | | | | | | | | | | | | | X | | |

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

All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instruction or are inapplicable and, therefore, have been omitted.

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

| 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 | | | | | | | | |

| 10.7* | | | [Amendment dated October 18, 2016 to Employment Agreement dated October 14, 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 | | | | | | | | |

| 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 | | | | | | | | |

| 10.50 | | | [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 | | | | | | | | |

| 10.54 | | | [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 | | | | | | | | |

| 10.56 | | | [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 | | | | | | | | |

| Annual report to security holders | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 13 | | | [Portions of the 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 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| January 26, 2024 | | | January 26, 2024 | | |

| | | | | | |

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

| Director | | | Director | | |

| /s/*Richard J. Glasier | | | /s/*Richard J. Glasier | | |

| Richard J. Glasier | | | Richard J. Glasier | | |

| /s/*Sir John Parker | | | /s/*Sir John Parker | | |

| Sir John Parker | | | Sir John Parker | | |

PART I