Carnival (CCL) 10-K risk factor changes: FY2024 vs FY2023

In addition to the risk factors below, additional or unforeseen effects from our substantial debt balance incurred during the pause of our guest cruise operations could give rise to [added: additional risks] or amplify many of the risks discussed below.

[removed: *a.* *Events] [added: *a.Events] and conditions around the world, including geopolitical uncertainty, war and other military actions, [added: pandemics,] inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel [removed: have led, and may in the future lead,] [added: could lead] to a decline in demand for cruises as well as [added: have significant] negative impacts [removed: to] [added: on] our [removed: operating costs] [added: financial condition] and [removed: profitability.*][added: operations.*]

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

[removed: The resulting impacts of these events, including] [added: operations,] 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 [added: significantly] adversely affected, and may [removed: continue to] [added: in the future significantly] adversely affect, our business.

Incidents concerning our ships, guests or the cruise industry [removed: have in the past and may, in the future,] [added: may] negatively impact the satisfaction of our guests and crew and lead to reputational damage.*

[added: 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 [removed: land] [added: land,] which [added: have in the past and] may [added: in the future] generate negative publicity or cause [added: voyage disruptions or changes in itineraries,] 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, anti-money laundering, anti-corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and [removed: have in the past and may, in the future,] lead to litigation, enforcement actions, fines, penalties and reputational damage.*

Implementing these and any subsequent requirements [added: have been, and] may [added: in the future continue to] be costly and take time to implement across our global cruise operations.

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

Factors associated with climate change, including evolving and increasing regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could [removed: adversely affect] [added: have a material impact on] our business.*

Growing concerns regarding climate change have resulted in increased global regulatory focus on GHG and other emissions which [added: have impacted us and] may [added: in the future] have material impacts on our business.

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 [removed: viable.][added: viable at scale.]

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 [removed: XIX.][added: XVIII.]

Governmental Regulations), [added: have impacted us and] may [removed: individually or collectively] [added: in the future] 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: emissions,] [added: emission allowances,] purchase carbon offset credits, or otherwise incur additional costs or take additional actions related to our emissions.

Such activity [added: has impacted and] may [removed: also] [added: continue to] impact us indirectly by increasing our operating costs, including fuel costs.

[added: 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.

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

Environmental scrutiny of our operations and the industry from the investment community, other stakeholders, and the media [added: (including social 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 targets, goals, aspirations, initiatives, and our public statements and disclosures regarding them, including those [removed: that are] related to sustainability matters, may expose us to risks that may adversely impact our business.*

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

Examples of such factors include the availability and costs of low- or non-GHG emission energy sources and [removed: technology,] [added: technology that do not yet exist at scale for our industry,] evolving regulatory requirements affecting sustainability standards or disclosures, the availability of future financing and the availability of suppliers that can meet our sustainability standards.

Our business may face increased scrutiny from our guests, our team members, the investment community, governments, regulators, destinations and other stakeholders that we serve related to our sustainability activities, including the sustainability objectives that we adopt, our methodologies and timelines for pursuing them and our ability to document and support the [removed: achievement of those objectives.]

If our sustainability practices do not meet, [added: are adverse to,] or are perceived to fall short of, the expectations of our guests, team members, investors or other stakeholders, demand for cruising, our reputation, our ability to attract or retain team members, and our attractiveness as an investment could be negatively impacted.

Similarly, our [added: pursuit, or our] failure or perceived failure to pursue, meet or fulfill our targets, goals, aspirations, and other objectives (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: Breaches in data security] [added: Cybersecurity incidents] and [removed: lapses in] data privacy [added: breaches,] as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology [added: have adversely impacted and] may [added: in the future materially] adversely impact our business operations, the satisfaction of our guests and crew and may lead to [added: fines, penalties and] reputational damage.*

We have been and may continue to be impacted by [removed: breaches in data security] [added: cybersecurity incidents] and [removed: lapses in] data [removed: privacy,] [added: privacy breaches,] which occur from time to time.

These [added: malicious attacks] can vary in scope and [removed: intent from motivated driven attacks to malicious attacks intended] [added: aim] to disrupt or compromise our shoreside and shipboard operations by targeting our key operating [removed: systems.][added: systems or those of our third-party service providers.]

[added: Breach or circumvention of our] systems or the systems of third parties, including by ransomware or malware, through vulnerabilities in licensed software or hardware, [added: generative artificial intelligence (“AI”) impersonation, targeted and coordinated attacks of our systems] or as a result of other attacks, [removed: has] [added: have] led to 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 [removed: actions] [added: actions, fines] and [removed: fines;] [added: penalties;] litigation; reputational damage; and misuse or corruption of critical data and proprietary information, any of which could be material.

[removed: Additionally, we] [added: We also have and] may [added: continue to] rely on third parties in helping us [removed: to implement and] manage our [removed: cyber security] [added: cybersecurity] risk management processes.

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

Our [removed: offices,] [added: physical work locations, including those that house our] information technology operations, system networks and various [added: other] remote [removed: 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.

At times we [removed: have] [added: have,] and may in the future [added: continue to,] experience difficulty in hiring sufficient qualified team members, due to general macroeconomic factors and/or increasingly competitive labor markets.

In addition, we hire a significant number of qualified shipboard team members each year and, thus, our ability to adequately recruit, develop and retain these individuals is [removed: critical] [added: important] to our success.

We have been and may continue to be [removed: impacted,] [added: impacted] by economic, market and political conditions around the world, 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.

Increases in airfares, such as those resulting from increases in the price of fuel, [removed: would] [added: have in the past and may in the future] increase our guests’ overall vacation costs and [removed: could] reduce demand for cruises, as many of our guests depend on airlines to transport them to or from the airports near the ports where our cruises embark and [removed: disembark.]

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

We rely on [removed: supply chain vendors] [added: suppliers] who are integral to the operations of our businesses.

These [removed: vendors] [added: suppliers] and service providers may be unable to deliver on their commitments, which could negatively impact our business.*

We rely on [removed: supply chain vendors] [added: suppliers] to deliver key products [added: and services] to the operations of our businesses around the world.

Any event impacting a [removed: vendor’s] [added: supplier’s] ability to deliver quality goods [added: and services] at the location and time needed could negatively impact our ability to operate our business.

The resulting impacts of these events, including a pause of our guest cruise

For example, the implementation of the OECD’s rules will affect Carnival plc and its subsidiaries beginning in fiscal 2025 and Carnival Corporation and certain of its subsidiaries beginning in fiscal 2026.

Refer to XVII.

Taxation for additional discussion on the OECD’s rules.

Refer to XVIII.

At the same time, we may also face negative impacts from consumers who do not support climate-related initiatives or concerns.

achievement of those objectives, as their expectations for such matters continue to evolve.

Additionally, integrating AI into our operations may increase our cybersecurity and data privacy risks.

disembark.

In addition, we may fail to sufficiently invest in or upgrade our existing cruise ships and other assets to meet the expectations of current and potential guests.

If we are not able to refinance our

If we breach the covenants or restrictions in our debt instruments, we could trigger a default under the terms of certain of our debt instruments.

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

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

We could:

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

- be negatively impacted by travel advisories, restrictions, recommendations and regulations set by various governmental authorities, which could impact our occupancy levels

- be subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, and these requirements may be costly, take a significant amount of time to implement across our global cruise operations and may result in disruptions in guest cruise operations, incremental costs and loss of revenue

- be subject to negative publicity, along with the cruise industry, which could have a long-term impact on the appeal of our cruises

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

- 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

- be negatively impacted as a result of the adverse impact on our partners, counterparties and joint ventures

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

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.

Refer to XIX.

Regulatory developments may also result in the

Breach or circumvention of our

*m.

[removed: 2023] [added: 2024] Executive Overview

- Full year revenues hit an all-time high of [removed: $21.6 billion.][added: $25 billion, over 15 percent higher than the prior year]

[removed: - We] [added: Additionally, we have] reduced our debt balance by [removed: $4.6] [added: over $8] billion from [removed: its] [added: the] peak in [removed: the first quarter of 2023 and ended] [added: January 2023, ending] the year with [removed: $5.4] [added: $27.5] billion of [removed: liquidity.][added: debt.]

We [added: are grateful for the efforts of our hard working and dedicated team who] delivered [added: a step change improvement in 2024 and set us up very well for 2025 and beyond, while consistently delivering] unforgettable happiness to over [removed: 12 million guests this year] [added: 13] and [removed: look forward to continuing to provide our guests] [added: a half million people in 2024, by providing them] with extraordinary cruise vacations [removed: in 2024,] while honoring the integrity of every ocean we sail, place we visit and life we touch.

[removed: - Expected increases in revenue in 2024 as compared] [added: 2024 Compared] to [removed: 2023][added: 2023]

We will continue to pursue various opportunities to [added: repay portions of our existing indebtedness and] refinance future debt maturities to extend maturity dates and [removed: reduce interest expense by repaying some of our existing indebtedness.]

[removed: Since] [added: During] the pause of our guest cruise operations, we [removed: have] disposed of ships for amounts significantly below their book values.

Management [removed: has estimated] [added: estimates] that this trend will [added: continue to] normalize in the coming years.

The [removed: IMO recently adopted its] [added: IMO’s] 2023 Strategy on Reduction of GHG Emissions from Ships [removed: that would require] [added: (“IMO Strategy”) strives to peak GHG emissions from] international shipping [added: as soon as possible and] to [removed: reduce total] [added: reach net zero] GHG emissions on a well-to-wake basis [removed: to net zero] by or around 2050.

[removed: In addition, the framework introduces] [added: The IMO Strategy includes] checkpoints in 2030 and 2040 that seek reductions in the [removed: total] [added: absolute] GHG emissions from international shipping by at least 20% and 70%, respectively, compared to 2008.

The EU has also proposed several regulations that will likely impact the cost of fossil fuels and has recently adopted the inclusion of maritime shipping in the EU’s [removed: Emission] [added: Emissions] Trading System.

We have established Climate Action Goals, which include a GHG intensity reduction goal of 20% by 2030 from the 2019 baseline and [added: we are] pursuing [added: our aspiration of] net zero emissions by 2050.

We are closely monitoring technology developments and partnering with [removed: key] organizations on research and development to support our sustainability goals and aspirations.

It is uncertain how [removed: recently adopted,] proposed and possible future regulatory changes related to the environment and climate change and our [removed: pursuit] [added: aspiration] of net zero emissions by 2050, may impact our ships’ useful lives and residual values and the impact is dependent on future regulatory actions and technological advances.

As of November 30, [removed: 2023,] [added: 2024,] management concluded that there were no changes in our ship useful lives and residual value estimates.

Our [removed: 2023] [added: 2024] ship depreciation expense would have increased by approximately:

- [removed: $49] [added: $51] million assuming we had reduced our estimated 30-year ship useful life estimate by one year at the time we took delivery or acquired each of our ships

- [removed: $245] [added: $260] million assuming we had estimated our ships to have no residual value

We review our ships for impairment whenever events or [added: changes in] circumstances indicate that the carrying value of a ship may not be recoverable.

The principal assumption used in determining the fair value of [removed: these] [added: our] ships [added: tested for impairment in 2022] was the estimated sales proceeds.

In addition, as new information becomes available, we may need to reassess [removed: the amount of asset or liability that needs to be] [added: amounts] accrued related to our contingencies.

- We believe the volatility in the cost of fuel [removed: and increases in other related costs are] [added: is] reasonably likely to continue to impact our profitability in both the short and long-term.

[removed: - We] [added: *•*We] believe the increasing global focus on climate change, including the reduction of GHG emissions and new and evolving regulatory requirements, is reasonably likely to have a material negative impact on our future financial results.

We became subject to the EU [removed: Emission] [added: Emissions] Trading [removed: Scheme] [added: System] (“ETS”) on January 1, 2024, which includes a three-year phase-in period.

In [removed: 2023,] [added: 2024,] we earned 34% of our cruise revenues from onboard and other revenue goods and services.

- Fuel costs, which include fuel delivery costs [added: and European Union Allowance costs]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Passenger Cruise Days (“PCDs”) *(in millions)* (a) | | | [removed: 91.4] [added: 100.5] | | | | | | [removed: 54.6] [added: 91.4] | | | | | | [removed: 8.2] [added: 54.6] | | |

| Available Lower Berth Days (“ALBDs”) *(in millions)* (b) [added: (c)] | | | [removed: 91.3] [added: 95.6] | | | | | | [removed: 72.5] [added: 91.3] | | | | | | [removed: 14.6] [added: 72.5] | | |

| Occupancy percentage [removed: (c)] [added: (d)] | | | [removed: 100] [added: 105] | | % | | | | [removed: 75] [added: 100] | | % | | | | [removed: 56] [added: 75] | | % |

| Passengers carried *(in millions)* | | | [removed: 12.5] [added: 13.5] | | | | | | [removed: 7.7] [added: 12.5] | | | | | | [removed: 1.2] [added: 7.7] | | |

| Fuel consumption in metric tons *(in millions)* | | | 2.9 | | | | | | [removed: 2.6] [added: 2.9] | | | | | | [removed: 1.3] [added: 2.6] | | |

| Fuel consumption in metric tons per thousand ALBDs | | | [removed: 32.1] [added: 30.9] | | | | | | [removed: 36.1] [added: 32.1] | | | | | | [removed: (d)] [added: 36.1] | | |

| Fuel cost per metric ton consumed [added: (excluding European Union Allowance)] | | | $ | [removed: 701] [added: 665] | | | | | $ | [removed: 830] [added: 701] | | | | | $ | [removed: 515] [added: 830] | |

| AUD | | | $ | 0.66 | | | | | $ | [removed: 0.70] [added: 0.66] | | | | | $ | [removed: 0.75] [added: 0.70] | |

| CAD | | | $ | [removed: 0.74] [added: 0.73] | | | | | $ | [removed: 0.77] [added: 0.74] | | | | | $ | [removed: 0.80] [added: 0.77] | |

| EUR | | | $ | [removed: 1.08] [added: 1.09] | | | | | $ | [removed: 1.06] [added: 1.08] | | | | | $ | [removed: 1.19] [added: 1.06] | |

| GBP | | | $ | [removed: 1.24] [added: 1.28] | | | | | $ | [removed: 1.25] [added: 1.24] | | | | | $ | [removed: 1.38] [added: 1.25] | |

[removed: (c)Occupancy,] [added: (d)Occupancy,] in accordance with cruise industry practice, is calculated using a numerator of PCDs and a denominator of ALBDs, which assumes two passengers per cabin even though some cabins can accommodate three or more passengers.

The discussion below compares the results of operations for the year ended November 30, [removed: 2023] [added: 2024] to the year ended November 30, [removed: 2022.][added: 2023.]

We had a strong year, setting records and achieving milestones, including:

- Seven consecutive quarters of record revenues

- Record full year operating income of $3.6 billion, over 80 percent higher than the prior year

- All-time high cash from operations of almost $6 billion

- Higher ticket prices for 2024 versus 2023 for all of our major cruise lines and onboard spending levels that accelerated sequentially each quarter throughout the year

- Record booking trends and record year-end customer deposits, indicating a continuation of the strong momentum we’ve been experiencing for the last two years

We remain laser focused on further reducing interest expense and rebuilding our investment-grade balance sheet.

During 2024, we made debt prepayments of over $3 billion, bringing our total prepayments to over $7 billion since the beginning of 2023.

We are delivering long-term value for our shareholders through improved operational execution across our cruise lines.

We ended 2024 with adjusted return on invested capital (“ROIC”) comfortably above our cost of capital.

We welcomed three new ships during 2024: *Carnival Jubilee*, the third of five Excel class vessels for Carnival Cruise Line; *Sun Princess*, Princess Cruises’ next generation flagship which was just awarded Conde Nast Traveler’s 2024 Mega Ship of the year in the U.S.; and *Queen Anne*, Cunard’s first new ship in 14 years.

We have also been focusing on each of our cruise lines’ unique target markets, launching new marketing campaigns across all our brands.

In 2024, both new-to-cruise and repeat guests were each up double-digit percentages and we continue to attract new cruise guests as we work to increase awareness and consideration for cruise travel globally.

We continue to advance our enhanced destination strategy to provide guests with yet another reason to take a cruise vacation with us.

Celebration Key, our new exclusive cruise port destination on Grand Bahama Island, is scheduled to open in the summer of 2025, with an additional pier opening in the fall of 2026.

Its five portals built for fun will further expand our experience offerings with an abundance of features and amenities for our guests.

Celebration Key will be our largest and closest destination in our portfolio, saving fuel costs and reducing greenhouse gas emissions.

In addition, we recently announced plans to enhance Half Moon Cay, our highly rated and award-winning exclusive Bahamian destination.

The enhancements will lean further into this destination’s natural beauty and pristine appeal, reinforcing its new name – RelaxAway, Half Moon Cay.

Featuring a newly constructed pier that is expected to be ready in the summer of 2026, the destination will allow two ships to dock, including Carnival Cruise Line’s largest ships that will be able to visit for the first time.

We believe developing and promoting these unique assets will help us cast the net wider and capture even more new-to-cruise demand.

During 2024, we also continued making progress towards our sustainability goals.

We reduced our greenhouse gas emission intensity by approximately 17.5 percent compared to 2019, on track to achieve our targeted reduction of 20 percent by the end of 2026, a goal that was previously pulled forward by four years.

We have also lowered our absolute greenhouse gas emissions by almost 10 percent since 2019, despite capacity growth of over nine percent over the same period.

It also includes a target of a 40% reduction in CO2 emissions intensity by 2030 compared to 2008.

When an impairment review is appropriate, such as an expected sale of a ship before the end of its useful life, impairment reviews of our ships require us to make significant estimates.

Refer to XVIII.

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

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

(c)In 2024 compared to 2023, we had a 4.7% capacity increase in ALBDs comprised of a 7.9% capacity increase in our NAA segment and a 0.5% capacity decrease in our Europe segment.

Our NAA segment’s capacity increase was caused by the following:

- Carnival Cruise Line 4,090-passenger capacity ship that transferred from Costa Cruises and entered into service in May 2023

- Seabourn 260-passenger capacity ship that entered into service in July 2023

- Carnival Cruise Line 5,360-passenger capacity ship that entered into service in December 2023

- Princess Cruises 4,310-passenger capacity ship that entered into service in February 2024

- Carnival Cruise Line 4,130-passenger capacity ship that transferred from Costa Cruises and entered into service in April 2024

The increase in our NAA segment’s capacity was partially offset by a Seabourn 460-passenger capacity ship that was removed from service in September 2024.

Our Europe segment’s capacity decrease was caused by the following:

- Costa Cruises 4,090-passenger capacity ship that transferred to Carnival Cruise Line in March 2023

- AIDA Cruises 1,270-passenger capacity ship that was removed from service in November 2023

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

- 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.

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.

Liquidity and Other Uncertainties

We make several critical accounting estimates with respect to our liquidity.

As part of our liquidity management, we rely on estimates of our future liquidity, which includes numerous assumptions that are subject to various risks and uncertainties.

The principal assumptions used to estimate our future liquidity consist of:

- Expected prepayment of debt

- Continued stabilization of inflationary pressures on costs compared to 2023

Movements in foreign currency exchange rates will affect our [added: consolidated] financial statements.

| USD to 1: | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| AUD | | | $ | [removed: 0.66] [added: 0.65] | | | | | $ | 0.66 | |

| CAD | | | $ | [removed: 0.74] [added: 0.71] | | | | | $ | 0.74 | |

| EUR | | | $ | [removed: 1.10] [added: 1.06] | | | | | $ | [removed: 1.03] [added: 1.10] | |

| GBP | | | $ | 1.27 | | | | | $ | [removed: 1.20] [added: 1.27] | |

If the November 30, [removed: 2022] [added: 2023] currency exchange rates had been used to translate our November 30, [removed: 2023] [added: 2024] non-U.S. dollar functional currency operations’ assets and liabilities (instead of the November 30, [removed: 2023] [added: 2024] U.S. dollar exchange rates), our total assets would have been [removed: lower] [added: higher] by [removed: $1.0 billion] [added: $468 million] and our total liabilities would have been [removed: lower] [added: higher] by [removed: $0.5 billion.][added: $408 million.]

At November 30, [removed: 2023,] [added: 2024,] our [removed: remaining] newbuild currency exchange rate risk primarily relates to euro-denominated newbuild contract payments, which represent a total [removed: unhedged] commitment of [removed: $3.0] [added: $8.6] billion and relate to newbuilds scheduled to be delivered [removed: 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 [removed: unhedged] payments are made under the shipbuilding contract.

We may [removed: enter into additional] [added: utilize] 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, [removed: 2023,] [added: 2024,] the remaining [removed: unhedged] cost of these ships would have a corresponding change of [removed: $30] [added: $86] million.

| Fixed rate | | | [removed: 62] [added: 60] | | % |

| EUR fixed rate | | | [removed: 18] [added: 23] | | % |

| Floating rate | | | [removed: 5] [added: 7] | | % |

| EUR floating rate | | | [removed: 15] [added: 10] | | % |

At November 30, [removed: 2023,] [added: 2024,] we had [added: an] interest rate [removed: swaps] [added: swap] that [removed: have] effectively changed [removed: $46] [added: $11] million of EURIBOR-based floating rate euro debt to fixed rate euro debt.

We also had interest rate swap agreements which effectively changed [removed: $2.5] [added: $1.0] billion at November 30, [removed: 2023] [added: 2024] 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 [removed: $60] [added: $48] million.

| | | | November 30, 2024 | | |

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.

| | | | November 30, 2023 | | |

If we see something wrong or that [removed: doesn’t] [added: does not] seem right, we say something and trust our voices will be heard without fear of retaliation.

[removed: We’re] [added: We are] empowered to take personal ownership and accountability to succeed, and we take pride in our work.

Our earth, ecosystem and environment [removed: mean everything] [added: are vital] to [removed: us.][added: our success.]

[removed: We’re] [added: We are] 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 environmental footprint.

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

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

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

Each brand in our portfolio meets the needs of a [removed: unique] [added: distinct] set of consumer psychographics and vacation needs which allows us to penetrate large addressable customer segments.

[removed: (a)2024-2026] [added: (a)2025-2027] data is estimated based on announced newbuilds and ship [removed: retirements and does not include an estimate for unannounced ship] retirements.

Based on [removed: 2023] [added: 2024] Cruise Industry News statistics, as of December 31, [removed: 2023,] [added: 2024,] we, along with our principal cruise competitors Royal Caribbean Group, Norwegian Cruise Line Holdings, Ltd. and MSC Cruises, represented approximately 80% of the cruise industry capacity.

| Carnival Cruise Line | | | [removed: 79,620] [added: 89,100] | | | (a) | | | | | | | | | [removed: 31] [added: 33] | | % | | | | [removed: 25] [added: 27] | | |

| Princess Cruises | | | [removed: 46,270] [added: 50,580] | | | | | | | | | | | | [removed: 18] [added: 19] | | % | | | | [removed: 15] [added: 16] | | |

| Holland America Line | | | 22,920 | | | | | | | | | | | | [removed: 9] [added: 8] | | % | | | | 11 | | |

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

| Costa Cruises (“Costa”) | | | [removed: 35,380] [added: 31,140] | | | [removed: (a)] | | | | | | | | | [removed: 14] [added: 12] | | % | | | | [removed: 10] [added: 9] | | |

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

As of November 30, [removed: 2023,] [added: 2024,] we have a total of [removed: 4] [added: six] cruise ships expected to be delivered through [removed: 2025.][added: 2033.]

| *Star Princess* | | | [removed: July] [added: September] 2025 | | | | | | 4,310 | | |

| [removed: Cunard] [added: Cunard] | | | [added: 9,770] | | | | | | | | | [added: | | | 4 | | % | | | | 4 | | |]

[removed: ][added: ]

[removed: ][added: ]

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 [removed: over 55] [added: nearly 60] years in the most sought-after destinations.

[removed: ][added: ]

Holland America Line has been exploring the world for over 150 years [removed: and pioneered cruising in Alaska] [added: with expertly crafted itineraries, extraordinary service] and [removed: Yukon.][added: genuine connections to destinations.]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: Its] [added: Costa's] warm [removed: hospitality, entertainment] [added: hospitality] and [removed: gastronomy, featuring] [added: high-quality onboard services feature] a true European touch and Italian [removed: passion makes] [added: passion, setting] Costa [removed: different] [added: apart] from any other cruise experience.

[removed: ][added: ]

AIDA is the [removed: leading and] most recognized brand in the German cruise market.

[removed: ][added: ]

P&O Cruises (UK) [removed: is Britain’s largest cruise line, welcoming] [added: welcomes] guests to extraordinary travel experiences designed in a distinctively British way - through a blend of discovery, relaxation and exceptional service catered towards British tastes.

For [removed: over 180] [added: nearly 185] years, the iconic Cunard fleet has perfected the timeless art of luxury ocean travel.

V. Passengers Carried [removed: and] [added: by] Principal Source Geographic Areas

| *(in thousands)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | Brands’ Main Source [removed: Market(s)] [added: Markets] | | |

| United States and Canada | | | [removed: 7,410] [added: 7,938] | | | | | | [removed: 5,140] [added: 7,410] | | | | | | [removed: 660] [added: 5,140] | | | Carnival Cruise Line, Cunard, Holland America Line, Princess Cruises and Seabourn | | |

| Continental Europe | | | [removed: 2,590] [added: 2,702] | | | | | | [removed: 1,610] [added: 2,590] | | | | | | [removed: 390] [added: 1,610] | | | AIDA and Costa | | |

| United Kingdom | | | [removed: 970] [added: 1,087] | | | | | | [removed: 660] [added: 970] | | | | | | [removed: 170] [added: 660] | | | Cunard and P&O Cruises (UK) | | |

| Australia and New Zealand | | | [removed: 940] [added: 1,027] | | | | | | [removed: 230] [added: 940] | | | | | | [removed: 0] [added: 230] | | | Carnival Cruise Line, P&O Cruises (Australia) and Princess Cruises | | |

| Other | | | [removed: 550] [added: 754] | | | | | | [removed: 90] [added: 550] | | | | | | [removed: 10] [added: 90] | | | | | |

During 2024, we announced that we will sunset the P&O Cruises (Australia) brand and fold its Australia operations into Carnival Cruise Line in March 2025.

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

| 2024 | | | | | | 733,010 | | | | | | 269,970 | | |

| 2025 | | | | | | 777,700 | | | | | | 272,380 | | |

| 2026 | | | | | | 801,450 | | | | | | 272,380 | | |

| 2027 | | | | | | 823,630 | | | | | | 277,710 | | |

| | | | November 30, 2024 | | | | | | | | | | | | | | | | | | | | |

| Seabourn | | | 2,640 | | | | | | | | | | | | 1 | | % | | | | 6 | | |

| | | | 172,490 | | | | | | | | | | | | 64 | | % | | | | 63 | | |

| | | | 97,490 | | | | | | | | | | | | 36 | | % | | | | 31 | | |

| | | | 269,970 | | | | | | | | | | | | 100 | | % | | | | 94 | | |

(a)During 2024, we announced that we will sunset the P&O Cruises (Australia) brand and fold its Australia operations into Carnival Cruise Line in March 2025.

*Pacific Encounter* and *Pacific Adventure* will be transferred to Carnival Cruise Line in early 2025 and *Pacific Explorer* is expected to leave the fleet in February 2025.

| Newbuild | | | April 2027 | | | | | | 5,330 | | |

| Newbuild | | | March 2028 | | | | | | 5,330 | | |

| Newbuild | | | July 2029 | | | | | | 6,160 | | |

| Newbuild | | | July 2031 | | | | | | 6,160 | | |

| Newbuild | | | June 2033 | | | | | | 6,160 | | |

During 2024, we announced that we will sunset the P&O Cruises (Australia) brand and fold its Australia operations into Carnival Cruise Line in March 2025.

*Pacific Encounter* and *Pacific Adventure* will be transferred to Carnival Cruise Line in early 2025 and *Pacific Explorer* is expected to leave the fleet in February 2025.

Holland America Line visits over 100 countries around the world and has shared the thrill of Alaska with guests for more than 75 years with its ideal mid-sized ships.

Guests enjoy extraordinary entertainment at sea and dining venues featuring exclusive dishes by world-famous chefs.

For over 75 years, Costa has brought wonder to guests’ lives, allowing them to discover unique destinations and experiences both onboard and onshore.

Its ships visit many beautiful destinations around the world and bring together people of all ages.

AIDA inspires guests with excellent service and a variety of extraordinary experiences.

The smile on the bow of the ships represents the unique AIDA attitude on life — relaxed, friendly, colorful, cosmopolitan and uncomplicated.

P&O Cruises (UK) is Britain’s largest cruise line and its heritage can be traced back over 185 years.

Cunard’s distinct voyages are meticulously crafted to offer fine dining and bars, unique entertainment, and the famous White Star Service®, comfort and style.

A pioneer in transatlantic journeys and World Voyages, its destinations also include Europe, the Caribbean and Alaska.

We recently announced plans to enhance Half Moon Cay, our highly rated and award-winning exclusive Bahamian destination.

The enhancements will lean further into this destination’s natural beauty and pristine appeal, reinforcing its new name – RelaxAway, Half Moon Cay.

Featuring a newly constructed pier that is expected to open in the summer of 2026, the destination will allow two ships to dock, including Carnival Cruise Line’s largest ships that will be able to visit for the first time.

During 2024, we continued construction on our new exclusive cruise port destination, Celebration Key, which is expected to open in the summer of 2025, with an additional pier opening in the fall of 2026.

Once the additional pier is completed, Celebration Key will be able to accommodate up to four of our cruise ships simultaneously.

During 2024, we increased our marketing and advertising programs, driving even greater demand across our portfolio of world-class cruise lines.

Each of our cruise lines is focused on creating further brand differentiation and clarity around its unique value proposition, executing on a range of carefully targeted, results-driven marketing and advertising programs to reach its optimal market segment of new and loyal guests and travel agent partners.

Collectively through these programs, we have cultivated cruising advocates creating word-of-mouth demand and preference for our brands, ships, itineraries and onboard products and services.

In addition, substantially all of our cruise brands offer guest loyalty and recognition programs that motivate future purchases from our repeat guests.

and joint marketing and advertising programs.

XIII. Suppliers

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

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

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

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

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

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

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

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

| Seabourn | | | 3,100 | | | | | | | | | | | | 1 | | % | | | | 7 | | |

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

| Cunard | | | 6,820 | | | | | | | | | | | | 3 | | % | | | | 3 | | |

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

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

(a)As of November 30, 2023 Costa includes *Costa Firenze,* passenger capacity of 4,240, which will be transferred to Carnival Cruise Line in 2024.

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

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

| *Carnival Jubilee* | | | December 2023 | | | | | | 5,360 | | |

| *Sun Princess* | | | January 2024 | | | | | | 4,310 | | |

| *Queen Anne* | | | April 2024 | | | | | | 2,960 | | |

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

Its fleet offers an ideal mid-sized ship experience.

Holland America Line’s ships feature a diverse range of enriching experiences focused on destination exploration and personalized travel.

Live music at sea fills each evening at Music Walk, and dining venues feature exclusive selections from a Culinary Council of world-famous chefs.

For over 90 years, P&O Cruises (Australia) has taken Australians & New Zealanders on dream holidays to the most incredible destinations along the Australian coast as well as the idyllic South Pacific.

The home-grown cruise line delivers a holiday with great entertainment, world-class dining and unforgettable onboard experiences.

Delivered in the Aussie way, guests can choose to do everything, or nothing at all.

For 75 years, Costa’s ships have sailed the seas of the world, offering a diverse choice of cruise holidays.

Costa primarily serves guests from Continental Europe and South America, enriching them through the exploration of destinations and unique experiences, both onboard and ashore.

AIDA delivers unique travel experiences with modern comfort, where guests of all ages feel at home and enjoy consistently excellent service accompanied by the AIDA smile.

Guests across generations enjoy the German-inspired modern premium lifestyle cruise experience with a wide variety of culinary delights, first-class entertainment, unforgettable shore excursions, numerous sports activities, and spacious wellness areas to relax.


While onboard, Cunard guests experience unique signature moments, from Cunard’s white gloved afternoon tea service to its renowned Insights Speaker program.

Guest expectations are exceeded through Cunard’s exemplary White Star Service®.

From the moment a guest steps onboard, every detail of their voyage is curated to ensure they feel special and are inspired by unique events.

Onboard Cunard, guests are free to do as much or as little as they please.

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

Data for 2022 and 2021 is not representative of a full year of operations.

Cruise prices frequently change in a dynamic pricing environment and are impacted by a number of factors, including the number of available cabins for sale in the marketplace and the level of guest demand.

In May 2022, Carnival Cruise Line broke ground on its new exclusive cruise port destination, Celebration Key, expected to open in 2025 and located on the south side of Grand Bahama Island.

The legal proceedings described in Note 6 – “Contingencies”, [removed: including those described under “COVID-19 Actions,”] are shown in Part II, Item 8.

On February 5, 2024, P&O Cruises (Australia) notified the AMSA and the UK Marine Accident Investigation Branch that a small amount of oil may have inadvertently contaminated grey water which was discharged by *Pacific Adventure* in the Great Barrier Reef Marine Park, Queensland.

We intend to cooperate with any inquiries from governmental authorities.

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

For the fiscal year ended November 30, [removed: 2023] [added: 2024] or

| Carnival Corporation | | | | | | | | | ] [added: logo.jpg](https://www.sec.gov/Archives/edgar/data/815097/000081509725000007/ccl-20241130_g1.jpg)] | | | 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: $11.2] [added: $15.6] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January [removed: 11, 2024,] [added: 13, 2025,] Carnival Corporation had outstanding [removed: 1,119,445,529] [added: 1,164,202,729] 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: $1.8] [added: $2.6] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January [removed: 11, 2024,] [added: 13, 2025,] Carnival plc had outstanding [removed: 186,829,504] [added: 187,687,583] Ordinary Shares $1.66 par value, one Special Voting Share GBP 1.00 par value and [removed: 1,119,445,529] [added: 1,164,202,729] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

Portions of the [removed: 2024] [added: 2025] joint definitive Proxy Statement are incorporated by reference into Part III of this report.

FOR THE FISCAL YEAR ENDED NOVEMBER 30, [removed: 2023][added: 2024]

| Item 1. | | | [removed: [Business](#i415b646d79cf447cb9bd3ee5489c6dac_936)] [added: [Business](#if0832f3907c34054b57398e78533d96b_13)] | | | [removed: [5](#i415b646d79cf447cb9bd3ee5489c6dac_936)] [added: [5](#if0832f3907c34054b57398e78533d96b_13)] | | |

| | | | [removed: [I](#i415b646d79cf447cb9bd3ee5489c6dac_1071)[I](#i415b646d79cf447cb9bd3ee5489c6dac_1071)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1071)] [added: [I](#if0832f3907c34054b57398e78533d96b_16)[I](#if0832f3907c34054b57398e78533d96b_16)[.](#if0832f3907c34054b57398e78533d96b_16)] [Purpose [removed: &](#i415b646d79cf447cb9bd3ee5489c6dac_1071) [Mission](#i415b646d79cf447cb9bd3ee5489c6dac_1071)[,](#i415b646d79cf447cb9bd3ee5489c6dac_1071) [Vision,](#i415b646d79cf447cb9bd3ee5489c6dac_1071)] [added: & Mission,](#if0832f3907c34054b57398e78533d96b_16) [Vision,](#if0832f3907c34054b57398e78533d96b_16)] [Values and [removed: Priorities](#i415b646d79cf447cb9bd3ee5489c6dac_1071)] [added: Priorities](#if0832f3907c34054b57398e78533d96b_16)] | | | [removed: [5](#i415b646d79cf447cb9bd3ee5489c6dac_1071)] [added: [5](#if0832f3907c34054b57398e78533d96b_16)] | | |

| | | | [B. Global Cruise [removed: Industry](#i415b646d79cf447cb9bd3ee5489c6dac_1086)] [added: Industry](#if0832f3907c34054b57398e78533d96b_19)] | | | [removed: [6](#i415b646d79cf447cb9bd3ee5489c6dac_1086)] [added: [6](#if0832f3907c34054b57398e78533d96b_19)] | | |

| | | | [II. Passenger Capacity by Ocean Going [removed: Vessels](#i415b646d79cf447cb9bd3ee5489c6dac_1876)] [added: Vessels](#if0832f3907c34054b57398e78533d96b_25)] | | | [removed: [7](#i415b646d79cf447cb9bd3ee5489c6dac_1876)] [added: [7](#if0832f3907c34054b57398e78533d96b_25)] | | |

| | | | [C. Our Global Cruise [removed: Business](#i415b646d79cf447cb9bd3ee5489c6dac_1128)] [added: Business](#if0832f3907c34054b57398e78533d96b_31)] | | | [removed: [8](#i415b646d79cf447cb9bd3ee5489c6dac_1128)] [added: [8](#if0832f3907c34054b57398e78533d96b_31)] | | |

| | | | [I. [removed: Segment](#i415b646d79cf447cb9bd3ee5489c6dac_1128)] [added: Segment](#if0832f3907c34054b57398e78533d96b_31)] [and [removed: Brand](#i415b646d79cf447cb9bd3ee5489c6dac_1128) [Information](#i415b646d79cf447cb9bd3ee5489c6dac_1128)] [added: Brand](#if0832f3907c34054b57398e78533d96b_31) [Information](#if0832f3907c34054b57398e78533d96b_31)] | | | [removed: [8](#i415b646d79cf447cb9bd3ee5489c6dac_1128)] [added: [8](#if0832f3907c34054b57398e78533d96b_31)] | | |

| | | | [removed: [I](#i415b646d79cf447cb9bd3ee5489c6dac_1178)[I.] [added: [II.] Ships Under Contract for [removed: Construction](#i415b646d79cf447cb9bd3ee5489c6dac_1178)] [added: Construction](#if0832f3907c34054b57398e78533d96b_37)] | | | [removed: [8](#i415b646d79cf447cb9bd3ee5489c6dac_1178)] [added: [8](#if0832f3907c34054b57398e78533d96b_37)] | | |

| | | | [removed: [I](#i415b646d79cf447cb9bd3ee5489c6dac_1445)[V](#i415b646d79cf447cb9bd3ee5489c6dac_1445)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1445)] [added: [I](#if0832f3907c34054b57398e78533d96b_46)[V](#if0832f3907c34054b57398e78533d96b_46)[.](#if0832f3907c34054b57398e78533d96b_46)] [Trademarks and Other [removed: Intelle](#i415b646d79cf447cb9bd3ee5489c6dac_1445)[ctual Property](#i415b646d79cf447cb9bd3ee5489c6dac_1445)] [added: Intellectual Property](#if0832f3907c34054b57398e78533d96b_46)] | | | [removed: [11](#i415b646d79cf447cb9bd3ee5489c6dac_1445)] [added: [10](#if0832f3907c34054b57398e78533d96b_46)] | | |

| | | | [removed: [V.](#i415b646d79cf447cb9bd3ee5489c6dac_1208) [Passengers](#i415b646d79cf447cb9bd3ee5489c6dac_1208) [Carried and](#i415b646d79cf447cb9bd3ee5489c6dac_1208) [Principal] [added: [V.](#if0832f3907c34054b57398e78533d96b_49) [Passengers Carried](#if0832f3907c34054b57398e78533d96b_49) [by](#if0832f3907c34054b57398e78533d96b_49) [](#if0832f3907c34054b57398e78533d96b_49)[Principal] Source Geographic [removed: Areas](#i415b646d79cf447cb9bd3ee5489c6dac_1208)] [added: Areas](#if0832f3907c34054b57398e78533d96b_49)] | | | [removed: [11](#i415b646d79cf447cb9bd3ee5489c6dac_1208)] [added: [11](#if0832f3907c34054b57398e78533d96b_49)] | | |

| | | | [VI. Cruise [removed: Programs](#i415b646d79cf447cb9bd3ee5489c6dac_1222)] [added: Programs](#if0832f3907c34054b57398e78533d96b_52)] | | | [removed: [11](#i415b646d79cf447cb9bd3ee5489c6dac_1222)] [added: [11](#if0832f3907c34054b57398e78533d96b_52)] | | |

| | | | [VII. Cruise Pricing and Payment [removed: Terms](#i415b646d79cf447cb9bd3ee5489c6dac_1238)] [added: Terms](#if0832f3907c34054b57398e78533d96b_55)] | | | [removed: [11](#i415b646d79cf447cb9bd3ee5489c6dac_1238)] [added: [11](#if0832f3907c34054b57398e78533d96b_55)] | | |

| | | | [VIII. [removed: Seasonality](#i415b646d79cf447cb9bd3ee5489c6dac_1252)] [added: Seasonality](#if0832f3907c34054b57398e78533d96b_58)] | | | [removed: [12](#i415b646d79cf447cb9bd3ee5489c6dac_1252)] [added: [12](#if0832f3907c34054b57398e78533d96b_58)] | | |

| | | | [IX. Onboard and Other [removed: Revenues](#i415b646d79cf447cb9bd3ee5489c6dac_1264)] [added: Revenues](#if0832f3907c34054b57398e78533d96b_61)] | | | [removed: [12](#i415b646d79cf447cb9bd3ee5489c6dac_1264)] [added: [12](#if0832f3907c34054b57398e78533d96b_61)] | | |

| | | | [removed: [X](#i415b646d79cf447cb9bd3ee5489c6dac_1318)[.] [added: [X.] Port Destinations [removed: and](#i415b646d79cf447cb9bd3ee5489c6dac_1318) [Exclusive](#i415b646d79cf447cb9bd3ee5489c6dac_1318) [Islands](#i415b646d79cf447cb9bd3ee5489c6dac_1318)] [added: and Exclusive Islands](#if0832f3907c34054b57398e78533d96b_64)] | | | [removed: [13](#i415b646d79cf447cb9bd3ee5489c6dac_1318)] [added: [13](#if0832f3907c34054b57398e78533d96b_64)] | | |

| | | | [removed: [X](#i415b646d79cf447cb9bd3ee5489c6dac_1300)[I](#i415b646d79cf447cb9bd3ee5489c6dac_1300)[V](#i415b646d79cf447cb9bd3ee5489c6dac_1300)[.] [added: [XIV.] Human Capital Management and [removed: Employees](#i415b646d79cf447cb9bd3ee5489c6dac_1300)] [added: Employees](#if0832f3907c34054b57398e78533d96b_76)] | | | [removed: [14](#i415b646d79cf447cb9bd3ee5489c6dac_1300)] [added: [14](#if0832f3907c34054b57398e78533d96b_76)] | | |

| | | | [removed: [X](#i415b646d79cf447cb9bd3ee5489c6dac_1330)[V](#i415b646d79cf447cb9bd3ee5489c6dac_1330)[.] [added: [X](#if0832f3907c34054b57398e78533d96b_79)[V](#if0832f3907c34054b57398e78533d96b_79)[.] Ethics and [removed: Compliance](#i415b646d79cf447cb9bd3ee5489c6dac_1330)] [added: Compliance](#if0832f3907c34054b57398e78533d96b_79)] | | | [removed: [15](#i415b646d79cf447cb9bd3ee5489c6dac_1330)] [added: [15](#if0832f3907c34054b57398e78533d96b_79)] | | |

| | | | [D. Website Access to Carnival Corporation & plc SEC [removed: Reports](#i415b646d79cf447cb9bd3ee5489c6dac_1476)] [added: Reports](#if0832f3907c34054b57398e78533d96b_106)] | | | [removed: [37](#i415b646d79cf447cb9bd3ee5489c6dac_1476)] [added: [26](#if0832f3907c34054b57398e78533d96b_106)] | | |

| | | | [E. Industry and Market [removed: Data](#i415b646d79cf447cb9bd3ee5489c6dac_1488)] [added: Data](#if0832f3907c34054b57398e78533d96b_109)] | | | [removed: [37](#i415b646d79cf447cb9bd3ee5489c6dac_1488)] [added: [26](#if0832f3907c34054b57398e78533d96b_109)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i415b646d79cf447cb9bd3ee5489c6dac_1500)] [added: Factors](#if0832f3907c34054b57398e78533d96b_112)] | | | [removed: [38](#i415b646d79cf447cb9bd3ee5489c6dac_1500)] [added: [26](#if0832f3907c34054b57398e78533d96b_112)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i415b646d79cf447cb9bd3ee5489c6dac_1518)] [added: Comments](#if0832f3907c34054b57398e78533d96b_118)] | | | [removed: [43](#i415b646d79cf447cb9bd3ee5489c6dac_1518)] [added: [31](#if0832f3907c34054b57398e78533d96b_118)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i415b646d79cf447cb9bd3ee5489c6dac_1542)] [added: Proceedings](#if0832f3907c34054b57398e78533d96b_124)] | | | [removed: [43](#i415b646d79cf447cb9bd3ee5489c6dac_1542)] [added: [33](#if0832f3907c34054b57398e78533d96b_124)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i415b646d79cf447cb9bd3ee5489c6dac_1623)] [added: Disclosures](#if0832f3907c34054b57398e78533d96b_127)] | | | [removed: [44](#i415b646d79cf447cb9bd3ee5489c6dac_1623)] [added: [33](#if0832f3907c34054b57398e78533d96b_127)] | | |

| Item 5. | | | [Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i415b646d79cf447cb9bd3ee5489c6dac_1635)] [added: Securities](#if0832f3907c34054b57398e78533d96b_130)] | | | [removed: [44](#i415b646d79cf447cb9bd3ee5489c6dac_1635)] [added: [34](#if0832f3907c34054b57398e78533d96b_130)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i415b646d79cf447cb9bd3ee5489c6dac_97)] [added: Operations](#if0832f3907c34054b57398e78533d96b_136)] | | | [removed: [48](#i415b646d79cf447cb9bd3ee5489c6dac_97)] [added: [37](#if0832f3907c34054b57398e78533d96b_136)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i415b646d79cf447cb9bd3ee5489c6dac_1675)] [added: Risk](#if0832f3907c34054b57398e78533d96b_148)] | | | [removed: [60](#i415b646d79cf447cb9bd3ee5489c6dac_1675)] [added: [46](#if0832f3907c34054b57398e78533d96b_148)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i415b646d79cf447cb9bd3ee5489c6dac_1)] [added: Data](#if0832f3907c34054b57398e78533d96b_151)] | | | [removed: [62](#i415b646d79cf447cb9bd3ee5489c6dac_1)] [added: [48](#if0832f3907c34054b57398e78533d96b_151)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i952d8ce719d94042bafbb05839a0f3ca_112)] [added: Disclosure](#i46d789f4654a4bf488fd618145558d6b_106)] | | | [removed: [101](#i952d8ce719d94042bafbb05839a0f3ca_112)] [added: [86](#i46d789f4654a4bf488fd618145558d6b_106)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i415b646d79cf447cb9bd3ee5489c6dac_1715)] [added: Procedures](#if0832f3907c34054b57398e78533d96b_256)] | | | [removed: [101](#i415b646d79cf447cb9bd3ee5489c6dac_1715)] [added: [86](#if0832f3907c34054b57398e78533d96b_256)] | | |

| Item 9B. | | | [Other [removed: Information](#i415b646d79cf447cb9bd3ee5489c6dac_1727)] [added: Information](#if0832f3907c34054b57398e78533d96b_259)] | | | [removed: [101](#i415b646d79cf447cb9bd3ee5489c6dac_1727)] [added: [86](#if0832f3907c34054b57398e78533d96b_259)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i415b646d79cf447cb9bd3ee5489c6dac_1743)] [added: Inspections](#if0832f3907c34054b57398e78533d96b_262)] | | | [removed: [101](#i415b646d79cf447cb9bd3ee5489c6dac_1743)] [added: [86](#if0832f3907c34054b57398e78533d96b_262)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i415b646d79cf447cb9bd3ee5489c6dac_1755)] [added: Governance](#if0832f3907c34054b57398e78533d96b_265)] | | | [removed: [102](#i415b646d79cf447cb9bd3ee5489c6dac_1755)] [added: [87](#if0832f3907c34054b57398e78533d96b_265)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i415b646d79cf447cb9bd3ee5489c6dac_1767)] [added: Compensation](#if0832f3907c34054b57398e78533d96b_268)] | | | [removed: [103](#i415b646d79cf447cb9bd3ee5489c6dac_1767)] [added: [88](#if0832f3907c34054b57398e78533d96b_268)] | | |

| | | | [A. Overview](#if0832f3907c34054b57398e78533d96b_13) | | | [5](#if0832f3907c34054b57398e78533d96b_13) | | |

| | | | [I. Summary](#if0832f3907c34054b57398e78533d96b_13) | | | [5](#if0832f3907c34054b57398e78533d96b_13) | | |

| | | | [I. Overview](#if0832f3907c34054b57398e78533d96b_19) | | | [6](#if0832f3907c34054b57398e78533d96b_19) | | |

| | | | [III. Competition](#if0832f3907c34054b57398e78533d96b_28) | | | [7](#if0832f3907c34054b57398e78533d96b_28) | | |

| | | | [I](#if0832f3907c34054b57398e78533d96b_40)[II](#if0832f3907c34054b57398e78533d96b_40)[.](#if0832f3907c34054b57398e78533d96b_40) [Descriptions of](#if0832f3907c34054b57398e78533d96b_40) [Cruise Brands](#if0832f3907c34054b57398e78533d96b_40) | | | [9](#if0832f3907c34054b57398e78533d96b_40) | | |

| | | | [XI. Marketing Activities](#if0832f3907c34054b57398e78533d96b_67) | | | [13](#if0832f3907c34054b57398e78533d96b_67) | | |

| | | | [XII. Sales Channels](#if0832f3907c34054b57398e78533d96b_70) | | | [13](#if0832f3907c34054b57398e78533d96b_70) | | |

| | | | [XIII. Suppl](#if0832f3907c34054b57398e78533d96b_73)[iers](#if0832f3907c34054b57398e78533d96b_73) | | | [14](#if0832f3907c34054b57398e78533d96b_73) | | |

| | | | [XV](#if0832f3907c34054b57398e78533d96b_91)[I. Insurance](#if0832f3907c34054b57398e78533d96b_91) | | | [15](#if0832f3907c34054b57398e78533d96b_91) | | |

| | | | [XV](#if0832f3907c34054b57398e78533d96b_94)[II. Taxation](#if0832f3907c34054b57398e78533d96b_94) | | | [16](#if0832f3907c34054b57398e78533d96b_94) | | |

| | | | [X](#if0832f3907c34054b57398e78533d96b_97)[VII](#if0832f3907c34054b57398e78533d96b_97)[I](#if0832f3907c34054b57398e78533d96b_97)[. Governmental Regulations](#if0832f3907c34054b57398e78533d96b_97) | | | [18](#if0832f3907c34054b57398e78533d96b_97) | | |

| | | | [X](#if0832f3907c34054b57398e78533d96b_100)[I](#if0832f3907c34054b57398e78533d96b_100)[X](#if0832f3907c34054b57398e78533d96b_100)[. Sustainability](#if0832f3907c34054b57398e78533d96b_100) | | | [24](#if0832f3907c34054b57398e78533d96b_100) | | |

| Item 1C. | | | [Cybersecurity](#if0832f3907c34054b57398e78533d96b_1820) | | | [31](#if0832f3907c34054b57398e78533d96b_1820) | | |

| Item 2. | | | [Properties](#if0832f3907c34054b57398e78533d96b_121) | | | [33](#if0832f3907c34054b57398e78533d96b_121) | | |

| Item 6. | | | [Reserved](#if0832f3907c34054b57398e78533d96b_133) | | | [36](#if0832f3907c34054b57398e78533d96b_133) | | |

| | | | | | | | | |

| •Booking levels | | | •Liquidity and credit ratings | | |

| •Occupancy | | | •Investment grade leverage metrics | | |

| •Currency exchange rates | | | •Adjusted return on invested capital (“ROIC”) | | |

*impact our business operations and the satisfaction of our guests.*

Adjusted ROIC provides additional information to us and investors about our operating performance relative to the capital we have invested in the company.

We define adjusted ROIC as the twelve-month adjusted net income (loss) before interest expense and interest income divided by the monthly average of debt plus equity minus construction-in-progress, excess cash, goodwill and intangibles.

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

| | | | [X](#i415b646d79cf447cb9bd3ee5489c6dac_1276)[I](#i415b646d79cf447cb9bd3ee5489c6dac_1276)[. Marketing Activities](#i415b646d79cf447cb9bd3ee5489c6dac_1276) | | | [13](#i415b646d79cf447cb9bd3ee5489c6dac_1276) | | |

| | | | [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_1421)[IX](#i415b646d79cf447cb9bd3ee5489c6dac_1421)[.](#i415b646d79cf447cb9bd3ee5489c6dac_1421) [Governmental Regulations](#i415b646d79cf447cb9bd3ee5489c6dac_1421) | | | [19](#i415b646d79cf447cb9bd3ee5489c6dac_1421) | | |

| | | | [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) | | |

| •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 | | |

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

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

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

*increased labor costs could have an adverse effect on our business and results of operations.*

With an increasingly technology-driven business landscape, cybersecurity is critical to safeguarding our company's shipboard and shoreside assets and maintaining our operational integrity.

We have implemented cybersecurity measures that are designed to protect the confidentiality, integrity and availability of our information technology and operational technology systems against the constantly evolving cyber threats.

Risk Management

Our processes to identify and manage cybersecurity risks form part of our overall risk management framework which includes an organization wide, multi-layered approach to risk assessment and management.

Our cybersecurity risk management program is designed to proactively identify, assess and mitigate potential cybersecurity threats.

It leverages industry-leading cybersecurity frameworks and standards, such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and the ISO/IEC 27001 standard.

We conduct regular risk assessments to evaluate the security posture of our systems and processes, including vulnerability assessments, penetration testing, external attack surface mitigations and monitor our network for suspicious activity and potential breaches.

We engage third-party advisory firms to conduct assessments of the maturity of our cybersecurity program, including measures to improve our Payment Card Industry Data Security Standard (“PCI DSS”) compliance, as well as to conduct penetration testing of our shoreside and shipboard assets on a periodic basis.

We continue to invest in our information technology, operational technology and cybersecurity programs to layer in the right mix of risk-based controls to protect against evolving threats.

We maintain an incident response plan and related policies and protocols which outline procedures for identifying, reporting and responding to cybersecurity incidents.

Our incident response plan is regularly updated to address new threats and tested through crisis simulation exercises involving our shipboard and shoreside employees.

We also have an incident response team who is trained to handle a wide range of security events and collaborates with external cybersecurity experts when necessary.

We have data privacy and security standards across the company that are designed to comply with relevant regulations, including the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”) and PCI DSS.

We employ encryption, access controls, and other data anonymization techniques to safeguard data throughout its lifecycle.

We also have data privacy and cybersecurity focused training for our shoreside and select shipboard team members.

We regularly educate our shoreside and shipboard team members about the importance of handling and protecting guest and team member data, including phishing simulation exercises and annual privacy and security training to enhance awareness of how to detect and respond to cybersecurity threats.

Our cybersecurity diligence extends to third-party vendors and partners.

We have operationalized processes that seek to identify and manage cybersecurity risks from our service providers, including those who have access to our guest or team member data or direct access to our network, systems and applications, with the goal of minimizing our exposure to third party risks.

In addition, cybersecurity and data privacy considerations factor greatly in the sourcing, selection and oversight of our third-party service providers.

We generally require third-party service providers that access or host our data, systems, or applications or could otherwise introduce cybersecurity risk to us, to complete additional risk assessments, comply with our security and privacy requirements, and agree to the timely reporting of cyber security incidents to us.

As of November 30, 2024, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of our operations, or financial condition.

Despite our efforts with respect to protecting information technology operations and strengthening our cybersecurity and data privacy positions, we have been, and may continue to be, impacted by breaches in data security and lapses in data privacy, which occur from time to time.

In the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses incurred in connection with cybersecurity incidents were not material.

For additional information on the risks from cybersecurity threats and the potential related impacts on the company, refer to Operational Risk Factor f.

Governance

Our Chief Information Security Officer (“CISO”) leads our worldwide efforts in cybersecurity risk reduction and regulatory compliance.

Our CISO oversees risk management across information technology operations, cybersecurity and data privacy.

With over 20 years of experience across various industries, including Fortune 50 and 100 organizations, our CISO brings a comprehensive background in strategic cybersecurity leadership and risk management.

This expertise is further supported by an array of certifications (C-CISO, CISSP, CISM, CRISC, CISA, and CIPT), as well as academic credentials, including a Master’s in Information Systems from Harvard University and a Bachelor’s in Business Administration from Florida International University.

Our CISO regularly updates executive management and actively engages within the cybersecurity community to stay informed on the latest industry developments.

Our CISO chairs our Cybersecurity Advisory Council (“CAC”), a cross-functional management committee that drives awareness, ownership and alignment across broad governance and risk stakeholder groups for effective cybersecurity risk management.

The CAC is sponsored by our Chief Financial Officer and is composed of senior leaders from our brand information security, data privacy, legal, internal audit and information technology teams.

The CAC meets at least quarterly and has responsibility for oversight of our cybersecurity strategic direction, risks and threats, priorities, resource allocation, capabilities and planning.

The CISO and her team are informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents in accordance with our cyber incident response plan.

Additionally, the CISO informs our Disclosure Committee on a quarterly basis, or more frequently if needed, of any cybersecurity risks or incidents or other information system matters that may affect our business strategy, results of operations or financial condition.

Our Chief Privacy Officer and Data Protection Officers oversee our focus on the proper processing of personal information in alignment with our privacy policy and applicable privacy laws and regulations.

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 and the HESS Committees oversee risk management related to our maritime operational technologies.

The Audit Committees receive updates from the CISO on our information technology operations, including cybersecurity developments and risks, three times a year, and our Board of Directors receive updates from the CISO on an annual basis.

As of November 30, [removed: 2023,] [added: 2024,] the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

| Seattle, WA, U.S.A. | | | | | | [removed: 175] [added: 78] | | | | | | Lease | | | | | | Holland America Line and Seabourn | | |

| Hamburg, Germany | | | | | | [removed: 70] [added: 87] | | | | | | Lease | | | | | | AIDA | | |

| Fort Lauderdale, FL, U.S.A. | | | | | | [removed: 61] [added: 76] | | | | | | Lease | | | | | | Princess Cruises | | |

As of January [removed: 11, 2024,] [added: 13, 2025,] there were [removed: 2,699] [added: 2,315] holders of record of Carnival Corporation common stock and [removed: 28,977] [added: 28,223] holders of record of Carnival plc ordinary shares and [removed: 414] [added: 400] 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 [removed: few] [added: couple of] years.

[removed: ][added: ]

| | | | Assumes $100 Invested on November 30, [removed: 2018] [added: 2019] Assumes Dividends Reinvested Years Ended November 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Carnival Corporation Common Stock | | | | | | $ | 100 | | | | | $ | [removed: 78] [added: 45] | | | | | $ | [removed: 35] [added: 40] | | | | | $ | [removed: 31] [added: 22] | | | | | $ | [removed: 17] [added: 34] | | | | | $ | [removed: 26] [added: 57] | |

| Dow Jones Recreational Index | | | | | | $ | 100 | | | | | $ | [removed: 98] [added: 64] | | | | | $ | [removed: 62] [added: 65] | | | | | $ | [removed: 64] [added: 51] | | | | | $ | [removed: 50] [added: 66] | | | | | $ | [removed: 64] [added: 118] | |

[removed: ][added: ]

| | | | Assumes $100 Invested on November 30, [removed: 2018] [added: 2019] Assumes Dividends Reinvested Years Ended November 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Carnival plc ADS | | | $ | 100 | | | | | $ | [removed: 75] [added: 42] | | | | | $ | [removed: 31] [added: 39] | | | | | $ | [removed: 29] [added: 21] | | | | | $ | [removed: 16] [added: 32] | | | | | $ | [removed: 24] [added: 55] | |

| Dow Jones Recreational Index | | | $ | 100 | | | | | $ | [removed: 98] [added: 64] | | | | | $ | [removed: 62] [added: 65] | | | | | $ | [removed: 64] [added: 51] | | | | | $ | [removed: 50] [added: 66] | | | | | $ | [removed: 64] [added: 118] | |

[removed: II.] [added: I.] Carnival plc Shareholder Approvals

The existing shareholder approval is limited to a maximum of [removed: 18.6] [added: 18.7] million ordinary shares of Carnival plc and expires at the conclusion of the Carnival plc [removed: 2024] [added: 2025] Annual General Meeting or July [removed: 20, 2024,] [added: 4, 2025,] whichever is earlier.

| FTSE 100 Index | | | | | | $ | 100 | | | | | $ | 88 | | | | | $ | 103 | | | | | $ | 114 | | | | | $ | 117 | | | | | $ | 135 | |

| S&P 500 Index | | | | | | $ | 100 | | | | | $ | 117 | | | | | $ | 150 | | | | | $ | 136 | | | | | $ | 155 | | | | | $ | 208 | |

| FTSE 100 Index | | | $ | 100 | | | | | $ | 88 | | | | | $ | 103 | | | | | $ | 114 | | | | | $ | 117 | | | | | $ | 135 | |

| S&P 500 Index | | | $ | 100 | | | | | $ | 117 | | | | | $ | 150 | | | | | $ | 136 | | | | | $ | 155 | | | | | $ | 208 | |

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

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

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

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

I. Stock Swap Program

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.

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

Under the Stock Swap Program effective June 2021, the Boards of Directors authorized the sale of up to $500 million of shares of Carnival Corporation common stock in the U.S. market and the repurchase of an equivalent number of Carnival plc ordinary shares.

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

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

Since the beginning of the Stock Swap Program, first authorized in June 2021, we have sold 17.2 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $29 million.

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.

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.

FOR THE YEAR ENDED NOVEMBER 30, [removed: 2023][added: 2024]

| [CONSOLIDATED STATEMENTS OF [removed: INCOM](#i415b646d79cf447cb9bd3ee5489c6dac_4)[E (LOSS)](#i415b646d79cf447cb9bd3ee5489c6dac_4)] [added: INCOM](#if0832f3907c34054b57398e78533d96b_154)[E (LOSS)](#if0832f3907c34054b57398e78533d96b_154)] | | | [removed: [63](#i415b646d79cf447cb9bd3ee5489c6dac_4)] [added: [49](#if0832f3907c34054b57398e78533d96b_154)] | | |

| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOM](#i415b646d79cf447cb9bd3ee5489c6dac_7)[E (LOSS)](#i415b646d79cf447cb9bd3ee5489c6dac_7)] [added: INCOM](#if0832f3907c34054b57398e78533d96b_157)[E (LOSS)](#if0832f3907c34054b57398e78533d96b_157)] | | | [removed: [64](#i415b646d79cf447cb9bd3ee5489c6dac_7)] [added: [50](#if0832f3907c34054b57398e78533d96b_157)] | | |

| [CONSOLIDATED BALANCE [removed: SHEETS](#i415b646d79cf447cb9bd3ee5489c6dac_10)] [added: SHEETS](#if0832f3907c34054b57398e78533d96b_160)] | | | [removed: [65](#i415b646d79cf447cb9bd3ee5489c6dac_10)] [added: [51](#if0832f3907c34054b57398e78533d96b_160)] | | |

| [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#i415b646d79cf447cb9bd3ee5489c6dac_13)] [added: FLOWS](#if0832f3907c34054b57398e78533d96b_163)] | | | [removed: [66](#i415b646d79cf447cb9bd3ee5489c6dac_13)] [added: [52](#if0832f3907c34054b57398e78533d96b_163)] | | |

| [CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ [removed: EQUITY](#i415b646d79cf447cb9bd3ee5489c6dac_16)] [added: EQUITY](#if0832f3907c34054b57398e78533d96b_166)] | | | [removed: [67](#i415b646d79cf447cb9bd3ee5489c6dac_16)] [added: [53](#if0832f3907c34054b57398e78533d96b_166)] | | |

| [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i415b646d79cf447cb9bd3ee5489c6dac_19)] [added: STATEMENTS](#if0832f3907c34054b57398e78533d96b_169)] | | | [removed: [68](#i415b646d79cf447cb9bd3ee5489c6dac_19)] [added: [54](#if0832f3907c34054b57398e78533d96b_169)] | | |

[removed: | [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#i415b646d79cf447cb9bd3ee5489c6dac_91) (PCAOB ID 238) | | | [99](#i415b646d79cf447cb9bd3ee5489c6dac_91) | | |][added: Report of Independent Registered Public Accounting Firm]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Passenger ticket | | | $ | [removed: 14,067] [added: 16,463] | | | | | $ | [removed: 7,022] [added: 14,067] | | | | | $ | [removed: 1,000] [added: 7,022] | |

| Onboard and other | | | [removed: 7,526] [added: 8,558] | | | | | | [removed: 5,147] [added: 7,526] | | | | | | [removed: 908] [added: 5,147] | | |

| | | | [removed: 21,593] [added: 25,021] | | | | | | [removed: 12,168] [added: 21,593] | | | | | | [removed: 1,908] [added: 12,168] | | |

| Commissions, transportation and other | | | [removed: 2,761] [added: 3,232] | | | | | | [removed: 1,630] [added: 2,761] | | | | | | [removed: 269] [added: 1,630] | | |

| Onboard and other | | | [removed: 2,375] [added: 2,678] | | | | | | [removed: 1,528] [added: 2,375] | | | | | | [removed: 272] [added: 1,528] | | |

| Payroll and related | | | [removed: 2,373] [added: 2,464] | | | | | | [removed: 2,181] [added: 2,373] | | | | | | [removed: 1,309] [added: 2,181] | | |

| Fuel | | | [removed: 2,047] [added: 2,007] | | | | | | [removed: 2,157] [added: 2,047] | | | | | | [removed: 680] [added: 2,157] | | |

| Food | | | [removed: 1,335] [added: 1,457] | | | | | | [removed: 863] [added: 1,335] | | | | | | [removed: 187] [added: 863] | | |

| Ship and other impairments | | | — | | | | | | [removed: 440] [added: —] | | | | | | [removed: 591] [added: 440] | | |

| Other operating | | | [removed: 3,426] [added: 3,801] | | | | | | [removed: 2,958] [added: 3,426] | | | | | | [removed: 1,346] [added: 2,958] | | |

| Cruise and tour operating expenses | | | [removed: 14,317] [added: 15,638] | | | | | | [removed: 11,757] [added: 14,317] | | | | | | [removed: 4,655] [added: 11,757] | | |

| Selling and administrative | | | [removed: 2,950] [added: 3,252] | | | | | | [removed: 2,515] [added: 2,950] | | | | | | [removed: 1,885] [added: 2,515] | | |

| Depreciation and amortization | | | [removed: 2,370] [added: 2,557] | | | | | | [removed: 2,275] [added: 2,370] | | | | | | [removed: 2,233] [added: 2,275] | | |

| | | | [removed: 19,637] [added: 21,447] | | | | | | [removed: 16,547] [added: 19,637] | | | | | | [removed: 8,997] [added: 16,547] | | |

| Operating Income (Loss) | | | [removed: 1,956] [added: 3,574] | | | | | | [removed: (4,379)] [added: 1,956] | | | | | | [removed: (7,089)] [added: (4,379)] | | |

| Interest income | | | [removed: 233] [added: 93] | | | | | | [removed: 74] [added: 233] | | | | | | [removed: 12] [added: 74] | | |

| Interest expense, net of capitalized interest | | | [removed: (2,066)] [added: (1,755)] | | | | | | [removed: (1,609)] [added: (2,066)] | | | | | | [removed: (1,601)] [added: (1,609)] | | |

| Debt extinguishment and modification costs | | | [removed: (111)] [added: (79)] | | | | | | [removed: (1)] [added: (111)] | | | | | | [removed: (670)] [added: (1)] | | |

| Other income (expense), net | | | [removed: (75)] [added: 83] | | | | | | [removed: (165)] [added: (75)] | | | | | | [removed: (173)] [added: (165)] | | |

| | | | [removed: (2,018)] [added: (1,659)] | | | | | | [removed: (1,701)] [added: (2,018)] | | | | | | [removed: (2,433)] [added: (1,701)] | | |

| Income (Loss) Before Income Taxes | | | [removed: (62)] [added: 1,915] | | | | | | [removed: (6,080)] [added: (62)] | | | | | | [removed: (9,522)] [added: (6,080)] | | |

| Income Tax Benefit (Expense), Net | | | [removed: (13)] [added: 1] | | | | | | [removed: (14)] [added: (13)] | | | | | | [removed: 21] [added: (14)] | | |

| Net Income (Loss) | | | $ | [removed: (74)] [added: 1,916] | | | | | $ | [removed: (6,093)] [added: (74)] | | | | | $ | [removed: (9,501)] [added: (6,093)] | |

| Basic | | | $ | [removed: (0.06)] [added: 1.50] | | | | | $ | [removed: (5.16)] [added: (0.06)] | | | | | $ | [removed: (8.46)] [added: (5.16)] | |

| Diluted | | | $ | [removed: (0.06)] [added: 1.44] | | | | | $ | [removed: (5.16)] [added: (0.06)] | | | | | $ | [removed: (8.46)] [added: (5.16)] | |

| Change in foreign currency translation adjustment | | | [removed: 52] [added: (3)] | | | | | | [removed: (503)] [added: 52] | | | | | | [removed: (118)] [added: (503)] | | |

| Other | | | [removed: (8)] [added: (34)] | | | | | | [removed: 22] [added: (8)] | | | | | | [removed: 53] [added: 22] | | |

| Other Comprehensive Income (Loss) | | | [removed: 44] [added: (36)] | | | | | | [removed: (481)] [added: 44] | | | | | | [removed: (65)] [added: (481)] | | |

| Total Comprehensive Income (Loss) | | | $ | [removed: (30)] [added: 1,879] | | | | | $ | [removed: (6,574)] [added: (30)] | | | | | $ | [removed: (9,567)] [added: (6,574)] | |

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 2,415] [added: 1,210] | | | | | $ | [removed: 4,029] [added: 2,415] | |

| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#if0832f3907c34054b57398e78533d96b_247) (PCAOB ID 34) | | | [82](#if0832f3907c34054b57398e78533d96b_247) | | |

| | | | $ | 49,057 | | | | | $ | 49,120 | |

| | | | $ | 49,057 | | | | | $ | 49,120 | |

| Net income (loss) | | | $ | 1,916 | | | | | $ | (74) | | | | | $ | (6,093) | |

| Depreciation and amortization | | | 2,557 | | | | | | 2,370 | | | | | | 2,275 | | |

| Greenhouse gas regulatory expense | | | 46 | | | | | | — | | | | | | — | | |

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

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

| At November 30, 2024 | | | $ | 13 | | | | | $ | 361 | | | | | $ | 17,155 | | | | | $ | 2,101 | | | | | $ | (1,975) | | | | | $ | (8,404) | | | | | $ | 9,251 | |

In June 2024, we announced that we will sunset the P&O Cruises (Australia) brand and fold its Australia operations into Carnival Cruise Line in March 2025.

For 2023, we reclassified $11 million from restricted cash to prepaid expenses and other in the Consolidated Balance Sheets to conform to the current year presentation.

The costs of repairs and maintenance, including those incurred when a

We determine if an arrangement is or contains a lease at the lease inception date by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset.

We do not recognize lease assets and lease liabilities for any leases that have an initial term of twelve months or less and do not include an option to purchase the underlying asset that we are reasonably certain to exercise.

Emission Allowances

We became subject to the EU Emissions Trading System (“ETS”) on January 1, 2024, which includes a three-year phase-in period.

The ETS regulates emissions through a “cap and trade” principle, where a cap is set on the total amount of certain emissions that can be emitted and requires us to procure emission allowances for certain emissions inside EU waters (as defined in the ETS).

Emission allowances are recorded at cost and are included in prepaid expenses and other or other assets.

Purchases of emission allowances are classified as operating activities in our Consolidated Statements of Cash Flows.

Emission obligations are recorded when generated and are included in accrued liabilities and other and other long-term liabilities.

The funded portion of the emission obligations are measured at the carrying value of the emission allowances and the unfunded portion of emission obligations is measured at the fair value of emission allowances necessary to settle.

We record expense for emissions in EU waters in fuel expense in the period incurred.

Emission allowances and obligations are derecognized when surrendered based on the first-in, first-out method, and are non-cash activities.

Debt issuance costs related to a recognized debt liability are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.

For our revolving facility, and those export credit facilities not yet drawn, the related debt issuance costs are deferred and recorded as an asset.

Debt instruments are evaluated for the existence of features that require separation and accounting as a derivative.

In our Consolidated Statements of Cash Flows, debt issuance costs paid to lenders related to a recognized debt liability are netted against the proceeds from the related long-term debt while debt issuance costs paid to third parties, or related to undrawn credit facilities, are presented separately within financing activities.

Future travel discount vouchers are included as a reduction of cruise passenger ticket revenues when such vouchers are utilized.

The cost of prepaid air and other transportation costs at November 30, 2024 was $219 million.

Consolidated Balance Sheets.

At November 30, 2023, we had approximately $134 million of unredeemed FCCs, of which $111 million were refundable.

On December 1, 2023, we adopted this guidance using the retrospective method for each period presented.

The adoption of this guidance had no impact on our consolidated financial statements and related disclosures.

We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued guidance, *Income Taxes - Improvements to Income Tax Disclosures*.

This guidance requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction, as well as other amendments relating to income tax disclosures.

This guidance is required to be adopted by us in 2026.

We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued guidance, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures - Disaggregation of Income Statement Expenses*.

This guidance requires annual and interim disclosure of disaggregated information for certain costs and expenses.

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

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

| Goodwill impairments | | | — | | | | | | — | | | | | | 226 | | |

| | | | $ | 49,120 | | | | | $ | 51,703 | |

| Purchase of minority interest | | | — | | | | | | (1) | | | | | | (90) | | |

| Repayments of short-term borrowings | | | (200) | | | | | | (2,590) | | | | | | (293) | | |

| At November 30, 2020 | | | $ | 11 | | | | | $ | 361 | | | | | $ | 13,948 | | | | | $ | 16,075 | | | | | $ | (1,436) | | | | | $ | (8,404) | | | | | $ | 20,555 | |

| Issuances of common stock, net | | | — | | | | | | — | | | | | | 1,009 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,009 | | |

| Purchases and issuances under the Stock Swap program, net | | | — | | | | | | — | | | | | | 206 | | | | | | — | | | | | | — | | | | | | (188) | | | | | | 19 | | |

The full extent to which the effects of inflation, higher fuel prices, higher taxes, higher interest rates and fluctuations in foreign currency rates will directly or indirectly impact our business, operations, results of operations and financial condition, including our valuation of goodwill and trademarks, impairment of ships and collectability of trade and notes receivables, will depend on future developments that are uncertain.

Restricted Cash

We consider cash to be restricted when withdrawal or general use is legally restricted.

Restricted cash is classified as current or non-current based on the expected timing of our ability to access or use the amounts.

The non-current portion is included within other assets.

We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations.

These reserve funds are included in other assets.

We do not recognize lease assets and lease liabilities for any leases with an original term of less than one year.

amount and its fair value, limited to the amount of goodwill allocated to the reporting unit.

Passenger ticket revenues include fees, taxes and charges collected by us from our guests.

These fees, taxes and charges included in commissions, transportation and other costs were $730 million in 2023, $438 million in 2022 and $73 million in 2021.

In certain situations, we have provided flexibility to guests by allowing guests to rebook at a future date, receive future cruise credits (“FCCs”) or elect to receive refunds in cash.

We have at times issued enhanced FCCs.

Enhanced FCCs provide the guest with an additional credit value above the original cash deposit received, and the enhanced value is recognized as a discount applied to the future cruise in the period used.

We record a liability for FCCs to the extent we have received and not refunded cash from guests for cancelled bookings.

At November 30, 2022, we had approximately $210 million of unredeemed FCCs.

This guidance eliminates certain models that require separate accounting for embedded conversion features, in certain cases.

Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity.

The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards.

On December 1, 2022, we adopted this guidance using the modified retrospective approach to recognize our convertible notes as single unit liability instruments, as they do not qualify as derivatives under ASC 815, *Derivatives and Hedging*, and were not issued at a substantial premium.

Accordingly, upon adoption we recorded a $239 million increase to debt, primarily as a result of the reversal of the remaining non-cash convertible debt discount, as well as a reduction of $229 million to additional paid in capital.

The cumulative effect of the adoption of this guidance resulted in a $10 million decrease to retained earnings.

This guidance is expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows.

This guidance is required to be adopted by us in the first quarter of 2024, except for the amendment on roll forward information which is required to be adopted by us for the financial year commencing on December 1, 2024.

This guidance is expected to improve financial reporting by providing additional information about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period.

| | | | $ | 40,116 | | | | | $ | 38,687 | |

As of November 30, 2022, our investment in Adora Cruises was $70 million.

We provided an immaterial amount of services to Adora Cruises during 2023, 2022 and 2021 and we paid Adora Cruises a total of $55 million for the lease of ships during 2021.

During 2021 we made capital contributions to Adora Cruises in the amount of $90 million.

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

| Notes | | | Feb 2026 | | | | | | 10.5% | | | | | | $ | — | | | | | $ | 775 | |

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: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

[removed: PricewaterhouseCoopers] [added: Deloitte & Touche] 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: 2023] [added: 2024] as stated in their report, which is shown in Part II, Item 8.

There have been no changes in our internal control over financial reporting during the quarter ended November 30, [removed: 2023] [added: 2024] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

During the quarter ended November 30, [removed: 2023,] [added: 2024,] 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).

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: 2023] [added: 2024] 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: 26, 2024.][added: 27, 2025.]

| Micky Arison | | | [removed: 74] [added: 75] | | | | | | [removed: 52] [added: 53] | | | | | | Chair of the Boards of Directors | | |

| David Bernstein | | | [removed: 66] [added: 67] | | | | | | [removed: 25] [added: 26] | | | | | | Chief Financial Officer and Chief Accounting Officer | | |

| Vice Admiral William R. Burke (Ret.) [added: (b)] | | | [removed: 67] [added: 68] | | | | | | [removed: 10] [added: 11] | | | | | | Chief Maritime Officer | | |

| Bettina Deynes | | | [removed: 51] [added: 52] | | | | | | [removed: 5] [added: 6] | | | | | | Global Chief Human Resources Officer | | |

| Enrique Miguez | | | [removed: 59] [added: 60] | | | | | | [removed: 26] [added: 27] | | | | | | General Counsel | | |

| Josh Weinstein | | | [removed: 49] [added: 50] | | | | | | [removed: 21] [added: 22] | | | | | | President, Chief Executive Officer and Chief Climate Officer | | |

Bettina Deynes has been Global Chief Human Resources Officer since 2022 and she was Chief Human Resources Officer [removed: at] [added: of] Carnival Cruise Line from 2019 to 2022.

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: 2023] [added: 2024] fiscal year.

| Lars Ljoen (b) | | | 55 | | | | | | 9 | | | | | | Chief Operations Officer of Carnival Cruise Line | | |

(b)Effective February 1, 2025, Vice Admiral William R.

Burke (Ret.) will step down from his role and Lars Ljoen will become an executive officer and assume the role of Chief Maritime Officer.

Lars Ljoen has been appointed as our Chief Maritime Officer effective February 1, 2025.

He was Chief Operations Officer for Carnival Cruise Line from 2022 to January 2025 and Executive Vice President, Maritime of Carnival Cruise Line from 2018 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.

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: 2023] [added: 2024] 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: 2023.][added: 2024.]

| Equity compensation plans approved by security holders | | | | | | [removed: 8.0] [added: 9.2] | | | (a) | | | — | | | | | | [removed: 29.2] [added: 24.7] | | | (b) | | |

(a)Represents [removed: 8.0] [added: 9.2] million of restricted share units outstanding under the Carnival Corporation 2020 Stock Plan.

(b)Includes Carnival Corporation common stock available for issuance as of November 30, [removed: 2023] [added: 2024] as follows: [removed: 0.9] [added: 0.6] million under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 118,928] [added: 118,406] subject to purchase during the current purchase period and [removed: 28.3] [added: 24.1] 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: 2023.][added: 2024.]

| Equity compensation plans approved by security holders | | | | | | [removed: 2.0] [added: 2.3] | | | (a) | | | — | | | | | | [removed: 3.4] [added: 11.7] | | |

(a)Represents [removed: 2.0] [added: 2.3] million restricted share units outstanding under the Carnival plc 2014 Employee Share Plan.

The additional information required by Item 12 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] fiscal year.

| | | | | | | 9.2 | | | | | | — | | | | | | 24.7 | | | | | |

| | | | | | | 2.3 | | | | | | — | | | | | | 11.7 | | |

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

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

Financial Statements and Supplementary Data and are included beginning on page [removed: [62](#i415b646d79cf447cb9bd3ee5489c6dac_1)] [added: [48](#if0832f3907c34054b57398e78533d96b_151)] of this report.

| 3.1 | | | [Third Amended and Restated Articles of Incorporation of Carnival [removed: Corporation.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex31.txt)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex31.txt)] | | | 8-K | | | | | | 3.1 | | | | | | 4/17/03 | | | | | | | | |

| 3.2 | | | [Third Amended and Restated By-Laws of Carnival [removed: Corporation.](http://www.sec.gov/Archives/edgar/data/815097/000119312509082568/dex31.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/815097/000119312509082568/dex31.htm)] | | | 8-K | | | | | | 3.1 | | | | | | 4/20/09 | | | | | | | | |

| 3.3 | | | [Articles of Association of Carnival [removed: plc.](http://www.sec.gov/Archives/edgar/data/815097/000119312509082568/dex33.htm)] [added: plc.](https://www.sec.gov/Archives/edgar/data/815097/000119312509082568/dex33.htm)] | | | 8-K | | | | | | 3.3 | | | | | | 4/20/09 | | | | | | | | |

| 4.1 | | | [Agreement of Carnival Corporation and Carnival plc, [removed: dated](https://www.sec.gov/Archives/edgar/data/815097/000081509724000011/exhibit41202310-k.htm) [January] [added: dated January] 3, [removed: 2024](https://www.sec.gov/Archives/edgar/data/815097/000081509724000011/exhibit41202310-k.htm) [to] [added: 2024 to] furnish certain debt instruments to the Securities and Exchange [removed: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509724000011/exhibit41202310-k.htm)] [added: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509725000007/exhibit41202410-k.htm)] | | | | | | | | | | | | | | | | | | | | | X | | |

| 4.2 | | | [Carnival Corporation Deed, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc for the benefit of the P&O Princess Cruises [removed: Shareholders.](http://www.sec.gov/Archives/edgar/data/815097/000095014203001818/ex4-1_form10q083103.txt)] [added: Shareholders.](https://www.sec.gov/Archives/edgar/data/815097/000095014203001818/ex4-1_form10q083103.txt)] | | | 10-Q | | | | | | 4.1 | | | | | | 10/15/03 | | | | | | | | |

| 4.3 | | | [Equalization and Governance Agreement, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises [removed: plc.](http://www.sec.gov/Archives/edgar/data/815097/000095014203001818/ex4-2_form10q083103.txt)] [added: plc.](https://www.sec.gov/Archives/edgar/data/815097/000095014203001818/ex4-2_form10q083103.txt)] | | | 10-Q | | | | | | 4.2 | | | | | | 10/15/03 | | | | | | | | |

| 4.4 | | | [Carnival Corporation Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival [removed: plc.](http://www.sec.gov/Archives/edgar/data/815097/000104746903020097/a2112069zex-4_3.htm)] [added: plc.](https://www.sec.gov/Archives/edgar/data/815097/000104746903020097/a2112069zex-4_3.htm)] | | | S-4 | | | | | | 4.3 | | | | | | 5/30/03 | | | | | | | | |

| 4.5 | | | [Carnival plc Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival [removed: plc.](http://www.sec.gov/Archives/edgar/data/815097/000104746903021743/a2113194zex-4_10.htm)] [added: plc.](https://www.sec.gov/Archives/edgar/data/815097/000104746903021743/a2113194zex-4_10.htm)] | | | S-3 & F-3 | | | | | | 4.10 | | | | | | 6/19/03 | | | | | | | | |

| 4.6 | | | [Specimen Carnival Corporation Common Stock [removed: Certificate.](http://www.sec.gov/Archives/edgar/data/815097/000104746903021743/a2113194zex-4_16.htm)] [added: Certificate.](https://www.sec.gov/Archives/edgar/data/815097/000104746903021743/a2113194zex-4_16.htm)] | | | S-3 & F-3 | | | | | | 4.16 | | | | | | 6/19/03 | | | | | | | | |

| 4.7 | | | [Pairing Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and Computershare Investor Services (formerly SunTrust Bank), as transfer [removed: agent.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex41.txt)] [added: agent.](https://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex41.txt)] | | | 8-K | | | | | | 4.1 | | | | | | 4/17/03 | | | | | | | | |

| 4.8 | | | [Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex42.txt)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex42.txt)] | | | 8-K | | | | | | 4.2 | | | | | | 4/17/03 | | | | | | | | |

| 4.9 | | | [SVE Special Voting Deed, dated as of April 17, 2003, between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, [removed: P.L.C.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex43.txt)] [added: P.L.C.](https://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex43.txt)] | | | 8-K | | | | | | 4.3 | | | | | | 4/17/03 | | | | | | | | |

| 4.10 | | | [Form of Amended and Restated Deposit Agreement and holders from time to time of receipts issued [removed: thereunder.](http://www.sec.gov/Archives/edgar/data/1125259/000095011703001462/ex99-a.txt)] [added: thereunder.](https://www.sec.gov/Archives/edgar/data/1125259/000095011703001462/ex99-a.txt)] | | | Post Amend- ment to Form F-6 | | | | | | 99-a | | | | | | 4/15/03 | | | | | | | | |

| 4.11 | | | [Specimen Carnival plc Ordinary Share [removed: Certificate.](http://www.sec.gov/Archives/edgar/data/1125259/000119312509143260/ds3asr.htm)] [added: Certificate.](https://www.sec.gov/Archives/edgar/data/1125259/000119312509143260/ds3asr.htm)] | | | S-3 | | | | | | 4.1 | | | | | | 7/2/09 | | | | | | | | |

| [removed: 10.2*] [added: 10.1*] | | | [Form of Appointment Letter for Non-Executive [removed: Directors.](http://www.sec.gov/Archives/edgar/data/815097/000116923208002427/d74455_ex10-1.htm)] [added: Directors.](https://www.sec.gov/Archives/edgar/data/815097/000116923208002427/d74455_ex10-1.htm)] | | | 10-Q | | | | | | 10.1 | | | | | | 6/27/08 | | | | | | | | |

| [removed: 10.3*] [added: 10.2*] | | | [Form of Appointment Letter for Executive [removed: Directors.](http://www.sec.gov/Archives/edgar/data/815097/000116923208002427/d74455_ex10-2.htm)] [added: Directors.](https://www.sec.gov/Archives/edgar/data/815097/000116923208002427/d74455_ex10-2.htm)] | | | 10-Q | | | | | | 10.2 | | | | | | 6/27/08 | | | | | | | | |

| [removed: 10.4] [added: 10.3] | | | [Succession Agreement, dated as of May 28, 2002, to Registration Rights Agreement, dated June 14, 1991, between Carnival Corporation and Ted Arison (incorporated by reference to Exhibit 10.2 of Carnival Corporation’s Quarterly Report on Form 10-Q for the period ended May 31, [removed: 2002).](http://www.sec.gov/Archives/edgar/data/815097/000081509702000028/may-10q_2q02.txt)] [added: 2002).](https://www.sec.gov/Archives/edgar/data/815097/000081509702000028/may-10q_2q02.txt)] | | | 10-Q | | | | | | 10.2 | | | | | | 7/12/02 | | | | | | | | |

| [removed: 10.5*] [added: 10.29*] | | | [Carnival Corporation & plc Management Incentive Plan [removed: (adopted in 2015).](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x3xq22015.htm)] [added: (as amended on April 3, 2024).](https://www.sec.gov/Archives/edgar/data/815097/000081509724000057/exhibit104q22024.htm)] | | | 10-Q | | | | | | [removed: 10.3] [added: 10.4] | | | | | | [removed: 7/1/15] [added: 6/27/24] | | | | | | | | |

| [removed: 10.7*] [added: 10.22*] | | | [Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation [removed: 2011] [added: 2020] Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x3x1q2019.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000051/ex_10x2xq22023.htm)] | | | 10-Q | | | | | | [removed: 10.3] [added: 10.2] | | | | | | [removed: 4/9/19] [added: 6/28/23] | | | | | | | | |

| [removed: 10.8*] [added: 10.30*] | | | [Form of Performance-Based Restricted [removed: Share] [added: Stock] Unit Agreement for the Carnival [removed: plc 2014 Employee Share Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x4x1q2019.htm)] [added: Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509724000057/exhibit105q22024.htm)] | | | 10-Q | | | | | | [removed: 10.4] [added: 10.5] | | | | | | [removed: 4/9/19] [added: 6/27/24] | | | | | | | | |

| 10.9* | | | [removed: [Amended and Restated] [added: [Amendment of the] Carnival Corporation [removed: 2011] [added: 2020] Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509719000019/ex_10x1xq22019.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/0000815097/000081509721000074/ex_10x1q22021.htm)] | | | 10-Q | | | | | | 10.1 | | | | | | [removed: 6/24/19] [added: 6/28/21] | | | | | | | | |

| [removed: 10.12*] [added: 10.19*] | | | [Form of [added: 2022] Management Incentive [removed: Tied] [added: Plan-Tied] Restricted [removed: Share] [added: Stock] Unit Agreement for the Carnival [removed: plc 2014 Employee Share Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000030/ex1021q2020.htm)] [added: Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509723000035/ex_10x3xq12023.htm)] | | | 10-Q | | | | | | [removed: 10.2] [added: 10.3] | | | | | | [removed: 4/1/20] [added: 3/29/23] | | | | | | | | |

| [removed: 10.13*] [added: 10.23*] | | | [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: 10.14*] [added: 10.4*] | | | [Form of Non-Employee Director Annual Restricted Stock Award Agreement for the for the Carnival Corporation 2020 Stock Plan.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000059/ex103q22020.htm) | | | 10-Q | | | | | | 10.3 | | | | | | 7/10/20 | | | | | | | | |