What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-01-27 compared with 2024-01-26 · 299 added, 342 removed, 802 unchanged (44% of the section changed)

29 unchanged sentences

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

Goodwill impairments — — 226

21,447 19,637 16,547

30 unchanged sentences

Cash and cash equivalents $ 1,210 $ 2,415

Restricted cash 11 1,988

Trade and other receivables, net 590 556

10 unchanged sentences

Current Liabilities

Short-term borrowings $ — $ 200

Current portion of long-term debt $ 1,538 $ 2,089

11 unchanged sentences

1,960 shares authorized;

1,250 shares at 2023 and 1,244 shares at 2022 issued

1,294 shares issued at 2024 and 1,250 shares issued at 2023

Carnival plc ordinary shares, $ 1.66 par value;

217 shares at 2023 and 2022 issued

217 shares issued at 2024 and 2023

Additional paid-in capital 17,155 16,712

1 unchanged sentence

Accumulated other comprehensive income (loss) (“AOCI”) ( 1,975 ) ( 1,939 )

Treasury stock, 130 shares at 2023 and 2022 of Carnival Corporation and 73 shares at 2023 and 72 shares at 2022 of Carnival plc, at cost

Treasury stock, 130 shares at 2024 and 2023 of Carnival Corporation and 73 shares at 2024 and 2023 of Carnival plc, at cost

( 8,404 ) ( 8,449 )

16 unchanged sentences

Amortization of discounts and debt issue costs 141 161 171

Noncash lease expense 145 148 140

(Gain) loss on sales of ships ( 88 ) ( 7 ) ( 11 )

Non-cash lease expense 142 145 148

Gain on sales of ships ( 41 ) ( 88 ) ( 7 )

Greenhouse gas regulatory expense 46 — —

Other 71 56 65

11 unchanged sentences

Proceeds from sales of ships and other property and equipment 58 340 70

Purchase of minority interest — ( 1 ) ( 90 )

Purchase of short-term investments — — ( 315 )

30 unchanged sentences

Issuances of common stock, net 1 — 1,178 — — — 1,180

Conversion of Convertible Notes — — 15 — — — 15

Issuance of Convertible Notes — — 229 — — — 229

Purchases and issuances under the Stock Swap Program, net — — 95 — — ( 87 ) 8

Issuance of treasury shares for vested share-based awards — — — ( 85 ) — 85 —

Share-based compensation and

other — — 113 — — — 113

Share-based compensation and other — — 79 ( 1 ) — — 78

At November 30, 2022 12 361 16,872 269 ( 1,982 ) ( 8,468 ) 7,065

Change in accounting principle (a) — — ( 229 ) ( 10 ) — — ( 239 )

Net income (loss) — — — ( 74 ) — — ( 74 )

1 unchanged sentence

Issuances of common stock, net — — 5 — — — 5

Issuance of Convertible Notes — — 229 — — — 229

Conversion of Convertible Notes — — 3 — — — 3

Purchases and issuances under the Stock Swap Program, net — — 22 — — ( 20 ) 2

Issuance of treasury shares for vested share-based awards — — ( 41 ) — — 41 —

Share-based compensation and

other — — 79 ( 1 ) — — 78

Share-based compensation and other — — 79 — — ( 2 ) 78

At November 30, 2023 12 361 16,712 185 ( 1,939 ) ( 8,449 ) 6,882

Change in accounting principle (a) — — ( 229 ) ( 10 ) — — ( 239 )

Net income (loss) — — — 1,916 — — 1,916

Other comprehensive income (loss) — — — — ( 36 ) — ( 36 )

Issuances of common stock, net — — 5 — — — 5

Conversion of Convertible Notes — — 414 — — — 415

Purchases and issuances under the Stock Swap program, net — — 22 — — ( 20 ) 2

Issuance of treasury shares for vested share-based awards — — ( 47 ) — — 47 —

Share-based compensation and

other — — 79 — — ( 2 ) 78

Share-based compensation and other — — 76 — — ( 2 ) 75

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

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

(a) We adopted the provisions of Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity’s Own Equity on December 1, 2022.

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

CARNIVAL CORPORATION & PLC

5 unchanged sentences

We are the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines – AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises (Australia), P&O Cruises (UK), Princess Cruises, and Seabourn.

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.

DLC Arrangement

1 unchanged sentence

The two companies operate as a single economic enterprise with a single senior management team and identical Boards of Directors, but each has retained its separate legal identity.

Each company’s shares are publicly traded on the New York Stock Exchange (“NYSE”) for Carnival Corporation and the London Stock Exchange for Carnival plc.

Carnival Corporation’s shares of common stock are publicly traded on the New York Stock Exchange (“NYSE”) and Carnival plc’s ordinary shares are publicly traded on the London Stock Exchange.

The Carnival plc American Depositary Shares are traded on the NYSE.

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For affiliates we do not control but where significant influence over financial and operating policies exists, as typically evidenced by a voting control of 20% to 50%, the investment is accounted for using the equity method.

Preparation of Financial Statements

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.

Preparation of Consolidated Financial Statements

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) requires management to make estimates and assumptions that affect the amounts reported and disclosed in our consolidated financial statements.

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.

We have made reasonable estimates and judgments of such items within our financial statements and there may be changes to those estimates in future periods.

We have made reasonable estimates and judgments of such items within our consolidated financial statements and there may be changes to those estimates in future periods.

Actual results may differ from the estimates used in preparing our consolidated financial statements.

2 unchanged sentences

Cash and cash equivalents include investments with maturities of three months or less at acquisition which are stated at cost and present insignificant risk of changes in value.

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.

Trade and Other Receivables

2 unchanged sentences

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

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

Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a reserve fund in cash.

These reserve funds are included in other assets.

Inventories consist substantially of food, beverages, hotel supplies, fuel and retail merchandise, which are all carried at the lower of cost or net realizable value.

17 unchanged sentences

We account for ship improvement costs, including replacements of certain significant components and parts, by capitalizing those costs we believe add value to our ships and have a useful life greater than one year and depreciating those improvements over their estimated remaining useful life.

The costs of repairs and maintenance, including those incurred when a ship is taken out-of-service for scheduled maintenance, and minor improvement costs and expenses, are charged to expense as incurred.

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

ship is taken out-of-service for scheduled maintenance, and minor improvement costs and expenses, are charged to expense as incurred.

In addition, specifically identified or estimated cost and accumulated depreciation of previously capitalized ship components are written-off upon retirement, which may result in a loss on disposal that is also included in other operating expenses.

7 unchanged sentences

If estimated future cash flows are less than the carrying value of a ship, an impairment charge is recognized to the extent its carrying value exceeds its estimated fair value.

Substantially all of our leases for which we are the lessee are operating leases of port facilities and real estate and are included within operating lease right-of-use assets, long-term operating lease liabilities and current portion of operating lease liabilities in our Consolidated Balance Sheets.

Substantially all of our leases for which we are the lessee are operating leases of port facilities and real estate and are included within operating lease right-of-use assets, net, long-term operating lease liabilities and current portion of operating lease liabilities in our Consolidated Balance Sheets.

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 have port facilities and real estate lease agreements with lease and non-lease components, and in such cases, we account for the components as a single lease component.

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

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.

For some of our port facilities and real estate lease agreements, we have the option to extend our current lease term by 1 to 10 years.

Generally, we do not include renewal options as a component of our present value calculation as we are not reasonably certain that we will exercise the options.

As most of our leases do not have a readily determinable implicit rate, we estimate the incremental borrowing rate (“IBR”) to determine the present value of lease payments.

We apply judgment in estimating the IBR including considering the term of the lease, the currency in which the lease is denominated, and the impact of collateral and our credit risk on the rate.

We amortize our lease assets on a straight-line basis over the lease term.

As our leases do not have a readily determinable implicit rate, we estimate the incremental borrowing rate (“IBR”) to determine the present value of lease payments.

We apply judgment in determining the IBR including considering the term of the lease, the currency in which the lease is denominated, and the impact of collateral and our credit risk on the rate.

We recognize lease expense for our operating leases on a straight-line basis over the lease term.

Goodwill and Other Intangibles

6 unchanged sentences

When performing the quantitative test, if the estimated fair value of the reporting unit exceeds its carrying value, no further analysis is required.

However, if the estimated fair value of the reporting unit is less than the carrying value, goodwill is written down based on the difference between the reporting unit’s carrying

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

However, if the estimated fair value of the reporting unit is less than the carrying value, goodwill is written down based on the difference between the reporting unit’s carrying amount and its fair value, limited to the amount of goodwill allocated to the reporting unit.

Judgment is required in estimating the fair value of our reporting unit.

5 unchanged sentences

Our trademarks would be considered impaired if their carrying value exceeds their estimated fair value.

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.

Equity Method Investments

5 unchanged sentences

Debt issuance costs, discounts and premiums are generally amortized to interest expense using the straight-line method, which approximates the effective interest method, over the term of the debt.

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.

Derivatives and Other Financial Instruments

11 unchanged sentences

Foreign Currency Translation and Transactions

These financial statements are presented in U.S.

These consolidated financial statements are presented in U.S.

Each foreign entity determines its functional currency by reference to its primary economic environment.

18 unchanged sentences

Certain of our product offerings are bundled and we allocate the value of the bundled services and goods between passenger ticket revenues and onboard and other revenues based upon the estimated standalone selling prices of those goods and services.

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

Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of cancellation.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related costs of purchasing these services are included in transportation costs.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related costs of these services are included in prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in transportation costs at the time of revenue recognition.

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

The proceeds that we collect from the sales of third-party shore excursions are included in onboard and other revenues and the related costs are included in onboard and other costs.

1 unchanged sentence

All of these amounts are recognized on a completed voyage or pro rata basis as discussed above.

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

The fees, taxes and charges that vary with guest head counts and are directly imposed on a revenue-producing arrangement are expensed in commissions, transportation and other costs when the corresponding revenues are recognized.

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.

Fees, taxes and charges that vary with guest head counts are expensed in commissions, transportation and other costs when the corresponding revenues are recognized.

The remaining portion of fees, taxes and charges are expensed in other operating expenses when the corresponding revenues are recognized.

2 unchanged sentences

Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage.

Cash received from guests in advance of the cruise is recorded in customer deposits and in other long-term liabilities on our Consolidated Balance Sheets.

Cash received from guests in advance of the cruise is recorded in customer deposits and in other long-term liabilities on our

Consolidated Balance Sheets.

These amounts include refundable deposits.

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.

We had total customer deposits of $ 6.4 billion and $ 5.1 billion as of November 30, 2023 and 2022, which includes approximately $ 134 million of unredeemed FCCs as of November 30, 2023, of which approximately $ 111 million are refundable.

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

We had total customer deposits of $ 6.8 billion and $ 6.4 billion as of November 30, 2024 and 2023, which includes approximately $ 25 million of unredeemed Future Cruise Credits (“FCCs”) as of November 30, 2024.

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

During 2024 and 2023, we recognized revenues of $ 5.5 billion and $ 4.1 billion related to our customer deposits as of November 30, 2023 and 2022.

21 unchanged sentences

Basic earnings per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during each period.

Diluted earnings per share is computed by dividing net income by the weighted-average number of shares and common stock equivalents outstanding during each period including the dilutive effect of our Convertible Notes using the if-converted method.

For earnings per share purposes, Carnival Corporation common stock and Carnival plc ordinary shares are considered a single class of shares since they have equivalent rights.

Accounting Pronouncements

The FASB issued guidance, Debt - Debt with Conversion and Other Options and Derivative and Hedging - Contracts in Entity’s Own Equity , which simplifies the accounting for convertible instruments.

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.

In September 2022, the FASB issued guidance, Liabilities-Supplier Finance Programs - Disclosure of Supplier Finance Program Obligations .

In September 2022, the Financial Accounting Standards Board (“FASB”) issued guidance, Liabilities-Supplier Finance Programs - Disclosure of Supplier Finance Program Obligations .

This guidance requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

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.

We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements.

In November 2023, the FASB issued guidance, Improvements to Reportable Segment Disclosures .

This guidance requires annual and interim disclosure of significant segment expenses that are provided to the chief operating decision maker (“CODM”) as well as interim disclosures for all reportable segment’s profit or loss and assets.

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.

In November 2023, the FASB issued guidance, Segment Reporting - Improvements to Reportable Segment Disclosures .

This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

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.

This guidance is required to be adopted by us in the first quarter of 2025.

We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements.

This guidance is required to be adopted by us in 2025.

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.

This guidance is required to be adopted by us in 2028.

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, Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments .

This guidance clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments.

This guidance is required to be adopted by us in 2027.

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

NOTE 3 – Property and Equipment

8 unchanged sentences

Sales of Ships

During 2023, we completed the sale of three Europe segment ships and one NAA segment ship, which represents a passenger-capacity reduction of 5,240 berths for our Europe segment and 460 berths for our NAA segment.

We will continue to operate the NAA segment ship under a bareboat charter agreement through September 2024.

During 2024, we completed the sale of one North America and Australia (“NAA”) segment ship, which represents a passenger-capacity reduction of 2,000 berths.

We will continue to operate this ship under a bareboat charter agreement through February 2025.

Refer to Note 10 - “Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks, Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis, Impairment of Ships” for additional discussion.

NOTE 4 – Equity Method Investments

We have a 40 % noncontrolling interest in Grand Bahama Shipyard Ltd.

At November 30, 2024 and 2023, we had a 49 % and 40 % noncontrolling interest in Grand Bahama Shipyard Ltd.

(“Grand Bahama”), a ship repair and maintenance facility.

Grand Bahama provided an immaterial amount of services to us in 2023, 2022 and 2021.

During 2024, we acquired an additional 9 % ownership interest in Grand Bahama.

As of November 30, 2024, our investment in Grand Bahama was $ 45 million, consisting of $ 28 million in equity and a loan of $ 18 million.

As of November 30, 2023, our investment in Grand Bahama was $ 43 million, consisting of $ 25 million in equity and a loan of $ 18 million.

In September 2023, we acquired a 50 % noncontrolling interest in Floating Docks S.

Grand Bahama provided an immaterial amount of services to us in 2024, 2023 and 2022.

We have a 50 % noncontrolling interest in Floating Docks S.

(“Floating Docks”), an entity that will purchase two floating drydocks and will then lease them to Grand Bahama.

As of November 30, 2023, our investment in Floating Docks consisted of a loan of $ 21 million.

Additionally, we have provided payment guarantees of $ 46 million on behalf of Floating Docks.

As of November 30, 2024 and 2023 our investment in Floating Docks was $ 81 million and $ 21 million.

We have provided payment guarantees on behalf of Floating Docks.

As of November 30, 2024 and 2023, the amounts outstanding under these guarantees were $ 37 million and $ 46 million.

In November 2024, we entered into an agreement to sell one-third of our interest in Grand Bahama and Floating Docks.

The closing is subject to government approval.

If approved, the sale will not have a material impact to our consolidated financial statements.

We have a 45 % noncontrolling interest in the White Pass & Yukon Route (“White Pass”) that includes port, railroad and retail operations in Skagway, Alaska.

White Pass provided an immaterial amount of services to us in 2024, 2023 and 2022.

As a result of the effects of the pause and subsequent resumption of our guest cruise operations on the 2022 and 2021 Alaska seasons, we evaluated whether our investment in White Pass was other than temporarily impaired and performed impairment assessments.

As a result of our assessments, we recognized impairment charges for 2022 and 2021 of $ 30 million and $ 17 million in other income (expense), net.

In 2022, we evaluated whether our investment in White Pass was other than temporarily impaired and performed an impairment assessment.

As a result of our assessment, we recognized impairment charges for 2022 of $ 30 million in other income (expense), net.

As of November 30, 2024, our investment in White Pass was $ 58 million, consisting of $ 26 million in equity and a loan of $ 32 million.

1 unchanged sentence

During 2023, we completed the exit of our noncontrolling interest in Adora Cruises Limited, formerly CSSC Carnival Cruise Shipping Limited, a China-based cruise company (“Adora Cruises”), and recognized losses on exit of $ 21 million within other income (expense).

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.

Our proportionate interest in the results of our equity method investments is not material.

NOTE 5 – Debt

(in millions) Maturity Rate (a) (b) 2023 2022

(in millions) Maturity Rate (a) 2024 2023

Secured Subsidiary Guaranteed

Notes Feb 2026 10.5 % $ — $ 775

EUR Notes Feb 2026 10.1 % — 439

Notes Jun 2027 7.9 % $ 192 $ 192

Notes Aug 2027 9.9 % 623 900

Notes (b) Aug 2027 9.9 % — 623

Notes Aug 2028 4.0 % 2,406 2,406

Notes Aug 2029 7.0 % 500 500

EUR floating rate Jun 2025 EURIBOR + 3.8 %

Floating rate Jun 2025 - Oct 2028 SOFR + 3.0 - 3.3 %

EUR floating rate (b) Jun 2025 EURIBOR + 3.8 %

Floating rate Aug 2027 - Oct 2028 SOFR + 2.8 % (c)

Total Secured Subsidiary Guaranteed 5,547 8,138

2 unchanged sentences

Unsecured Subsidiary Guaranteed

Facility (c) (c) — 200

Convertible Notes Apr 2023 5.8 % — 96

Convertible Notes Oct 2024 5.8 % — 426

Notes Mar 2026 7.6 % 1,351 1,351

EUR Notes Mar 2026 7.6 % 550 517

Notes Mar 2027 5.8 % 3,100 3,500

EUR Notes (b) Mar 2026 7.6 % — 550

Notes (b) Mar 2027 5.8 % 2,722 3,100

Convertible Notes Dec 2027 5.8 % 1,131 1,131

Notes May 2029 6.0 % 2,000 2,000

EUR Notes Jan 2030 5.8 % 528 —

Notes Jun 2030 10.5 % 1,000 1,000

Floating rate Jul 2024 - Sep 2024 LIBOR + 3.8 %

GBP floating rate Feb 2025 SONIA + 0.9 %

EUR floating rate (d) Apr 2024 - Mar 2026 EURIBOR + 2.4 - 4.0 %

EUR floating rate (b) (d) Apr 2025 EURIBOR + 3.3 %

Export Credit Facilities

1 unchanged sentence

Fixed rate Aug 2027 - Dec 2032 2.4 - 3.4 %

EUR floating rate May 2024 - Nov 2034 EURIBOR + 0.2 - 0.8 %

EUR fixed rate Feb 2031 - Jul 2037 1.1 - 3.4 %

EUR floating rate Mar 2025 - Nov 2034 EURIBOR + 0.2 - 0.8 %

EUR fixed rate Feb 2031 - Sep 2037 1.1 - 4.0 %

Total Unsecured Subsidiary Guaranteed 19,803 20,312

Unsecured Notes (No Subsidiary Guarantee)

Notes Oct 2023 7.2 % — 125

Notes Jan 2028 6.7 % 200 200

4 unchanged sentences

Total Debt, net of unamortized debt issuance costs and discounts 27,475 30,572

short-term borrowings — ( 200 )

current portion of long-term debt ( 1,538 ) ( 2,089 )

1 unchanged sentence

(a) The reference rates, together with any applicable credit adjustment spread, for substantially all of our variable debt have 0.0 % to 0.75 % floors.

During 2023, we amended certain of our variable debt instruments to change the reference rate from LIBOR to SOFR.

These amendments did not modify the amounts and timing of interest payments, other than for the change in reference rates, and did not have a material impact on our consolidated financial statements.

(b) The above debt table excludes the impact of any outstanding derivative contracts.

The interest rates on some of our debt fluctuate based on the applicable rating of senior unsecured long-term securities of Carnival Corporation or Carnival plc.

(d) In March 2023, we entered into an amendment of a EUR floating rate loan to extend maturity through April 2024.

(e) The interest rate for the unsecured floating rate export credit facility for the current interest period is referenced to LIBOR.

(b) See “Debt Prepayments” below.

(c) As part of the repricing of our senior secured term loans, we amended the loans’ margin from 3.0 % – 3.4 % (inclusive of credit adjustment spread) to 2.8 %.

See “Repricing of senior secured term loans” below.

(d) The maturity of the principal amount of $ 211 million was extended from April 2024 to April 2025.

(e) Includes applicable credit adjustment spread.

Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding the following:

• $ 2.9 billion under an undrawn $ 1.9 billion, € 0.9 billion and £ 0.1 billion multi-currency revolving credit facility (“Revolving Facility”) of Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”), a subsidiary of Carnival Corporation

• $ 2.0 billion of senior priority notes (the “2028 Senior Priority Notes”), issued by Carnival Holdings (Bermuda) Limited (“Carnival Holdings”), a subsidiary of Carnival Corporation

• $ 0.5 billion under a term loan facility of Costa Crociere S.p.A.

(“Costa”), a subsidiary of Carnival plc

• $ 0.9 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation

• $ 0.2 billion under an export credit facility of Sun Princess II Limited, a subsidiary of Carnival Corporation

In addition, Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”) will be the primary obligor under a $ 2.1 billion multi-currency revolving facility (“New Revolving Facility”) when the New Revolving Facility replaces our Revolving Facility upon its maturity in August 2024.

See “New Revolving Facility.”

All of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the following:

• Up to $ 250 million of the Costa term loan facility, which is guaranteed by certain subsidiaries of Carnival plc and Costa, which do not guarantee our other outstanding debt

• Our 2028 Senior Priority Notes, issued by Carnival Holdings, which does not guarantee our other outstanding debt

• The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt

• The Revolving Facility of Carnival Holdings II, which does not guarantee our other outstanding debt

As of November 30, 2024, the scheduled maturities of our debt are as follows:

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Year Principal Payments

2027 (a) 6,288

Thereafter 6,044

Total $ 28,213

(a) Subsequent to November 30, 2023, we retired $ 52 million of the outstanding principal amount of our 9.9 % second-priority secured notes due 2027.

In addition, on January 22, 2024, we issued a notice of redemption for the entire outstanding principal amount of $ 571 million to be redeemed on February 1, 2024 at a price equal to 104.938 % of the principal amount to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

Short-Term Borrowings

As of November 30, 2023, we did not have short-term borrowings.

As of November 30, 2022, our short-term borrowings consisted of $ 200 million under our Revolving Facility.

We may continue to borrow or otherwise utilize available amounts

under the Revolving Facility through August 2024, subject to satisfaction of the conditions in the facility.

We had $ 3.0 billion available for borrowing under our Revolving Facility as of November 30, 2023.

The Revolving Facility bears interest at a rate of term SOFR, in relation to any loan in U.S.

dollars, EURIBOR, in relation to any loan in euros or daily compounding SONIA, in relation to any loan in sterling, plus a margin based on the long-term credit ratings of Carnival Corporation and also includes an emissions linked margin adjustment whereby, after the initial applicable margin is set per the margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual GHG emissions goals.

We are required to pay a commitment fee on any unutilized portion of the Revolving Facility.

New Revolving Facility

In February 2023, Carnival Holdings II entered into the $ 2.1 billion New Revolving Facility which may be utilized beginning on August 6, 2024, replacing our Revolving Facility upon its maturity in August 2024.

The termination date of the New Revolving Facility is August 6, 2025, subject to two , mutual one-year extension options.

The new facility also contains an accordion feature, allowing for additional commitments not to exceed the aggregate commitments under our Revolving Facility.

Borrowings under the New Revolving Facility will bear interest at a rate of term SOFR, in relation to any loan in U.S.

Revolving Facility

As of November 30, 2024, Carnival Holdings II had $ 2.9 billion available for borrowing under the Revolving Facility.

Carnival Holdings II may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2027, subject to the satisfaction of the conditions in the facility.

Borrowings under the Revolving Facility bear interest at a rate of term SOFR, in relation to any loan in U.S.

dollars, EURIBOR, in relation to any loan in euros, or daily compounding SONIA, in relation to any loan in sterling, plus a margin based on the long-term credit ratings of Carnival Corporation.

The New Revolving Facility also includes an emissions linked margin adjustment whereby, after the initial applicable margin is set per the margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual GHG emissions goals.

In addition, we are required to pay certain fees on the aggregate unused commitments under the New Revolving Facility and the Revolving Facility.

In connection with the New Revolving Facility, Carnival Corporation, Carnival plc and its subsidiaries contributed three unencumbered vessels with a net book value of $ 2.9 billion on the date of contribution (the “New Revolving Facility Subject Vessels”) to Carnival Holdings II with each of the vessels continuing to be operated under one of the Carnival Corporation & plc brands.

Carnival Holdings II does not guarantee our other outstanding debt.

Term Loan Refinancing

In August 2023, we issued $ 500 million aggregate principal amount of 7.0 % first-priority senior secured notes due on August 15, 2029 (the “2029 Senior Secured Notes”) and borrowed an aggregate principal amount of $ 1.3 billion under a new senior secured first lien term loan B facility, which bears interest at a rate per annum equal to SOFR (with a 0.75 % floor) plus 3.0 % and matures on August 8, 2027 (the “New Secured Term Loan Facility”).

We used the proceeds from these borrowings to prepay borrowings outstanding under our existing first-priority senior secured term loan facility maturing in 2025.

The 2029 Senior Secured Notes and borrowings under the New Secured Term Loan Facility are fully and unconditionally guaranteed, jointly and severally, on a first-priority senior secured basis by Carnival plc and certain of our subsidiaries that also guarantee our existing first- and second-priority secured indebtedness, certain of our unsecured notes and our convertible notes.

The 2029 Senior Secured Notes and borrowings under the New Secured Term Loan Facility are included within the total Secured Subsidiary Guaranteed balance in the debt table above.

Redemptions and Retirements

During 2023, we redeemed and retired an aggregate principal amount of $ 2.8 billion of our outstanding long-term debt with original maturities ranging from 2024 through 2027.

This facility also includes an emissions linked margin adjustment whereby, after the initial applicable margin is set per the margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual GHG emissions goals.

In addition, we are required to pay certain fees on the aggregate unused commitments under the Revolving Facility.

During 2023, in connection with the Revolving Facility, Carnival Corporation and Carnival plc contributed three unencumbered vessels with a net book value of $ 2.9 billion on the date of contribution (the “Revolving Facility Subject Vessels”) to Carnival Holdings II with each of the vessels continuing to be operated under one of the Carnival Corporation & plc brands.

Repricing of Senior Secured Term Loans

During 2024, we entered into amendments with the lender syndicate to reprice $ 1.7 billion of our first-priority senior secured term loan facility maturing in 2028 and $ 1.0 billion of our first-priority senior secured term loan facility maturing in 2027, which are included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above.

Subsequent to November 30, 2024, we entered into further amendments with the lender syndicate to reprice the outstanding principal amounts under these facilities (“Repriced Loans”).

The Repriced Loans bear interest at a rate per annum equal to SOFR with a 0.75 % floor, plus a margin equal to 2.0 %.

2030 Senior Unsecured Notes

During 2024, we issued $ 535 million aggregate principal amount of 5.8 % senior unsecured euro notes due 2030.

We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 7.6 % senior unsecured euro notes due 2026.

Debt Prepayments

During 2024, we made prepayments for the following debt instruments:

• Euro-denominated tranche of our first-priority senior secured term loan facility maturing in 2025

• First-priority senior secured term loan facilities maturing in 2027 and 2028

• 9.9 % second-priority secured notes due 2027

• 7.6 % senior unsecured euro notes due 2026

• 5.8 % senior unsecured notes due 2027

• Euro floating rate loan due 2026

The aggregate amount of these prepayments was $ 3.8 billion.

Export Credit Facility Borrowings

During 2024, we borrowed $ 2.4 billion under export credit facilities due in semi-annual installments through 2037.

In addition, we paid down $ 1.0 billion of floating rate unsecured borrowings mostly with 2023 and 2024 maturities.

As of November 30, 2023, the net book value of the vessels subject to negative pledges was $ 15.6 billion.

As of November 30, 2024, we had $ 7.8 billion of undrawn export credit facilities to fund ship deliveries planned through 2033.

As of November 30, 2024, the net book value of the vessels, excluding ships under construction, subject to negative pledges pursuant to export credit facilities was $ 18.5 billion.

Convertible Notes

In 2020, we issued $ 2.0 billion aggregate principal amount of 5.8 % convertible senior notes due 2023 (the “2023 Convertible Notes”).

Since April 2020, we repurchased, exchanged and converted a portion of the 2023 Convertible Notes and repaid the remaining principal balance at maturity in April 2023.

In August 2022, we issued $ 339 million aggregate principal amount of 5.8 % convertible senior notes due 2024 (the “2024 Convertible Notes”) pursuant to privately-negotiated non-cash exchange agreements with certain holders of the 2023 Convertible Notes, pursuant to which such holders agreed to exchange their 2023 Convertible Notes for an equal amount of 2024 Convertible Notes.

In November 2022, we issued an additional $ 87 million aggregate principal amount of the 2024 Convertible Notes pursuant to privately-negotiated non-cash exchange agreements with certain holders of the 2023 Convertible Notes, pursuant to which such holders agreed to exchange their 2023 Convertible Notes for an equal amount of additional 2024 Convertible Notes.

The 2024 Convertible Notes mature on October 1, 2024, unless earlier repurchased or redeemed by us or earlier converted in accordance with their terms prior to the maturity date.

On July 1, 2024, our 5.8 % convertible senior notes due 2024 (the “2024 Convertible Notes”) became convertible, at the option of the holders, at any time prior to the close of business on September 27, 2024.

Pursuant to the terms of the indenture governing the 2024 Convertible Notes, we irrevocably elected to settle conversions of the 2024 Convertible Notes during this period in shares of Carnival Corporation common stock.

Substantially all of the 2024 Convertible Notes were converted to shares of common stock, which resulted in the issuance of approximately 41.5 million shares of common stock, and the remaining principal balance was repaid at maturity on October 1, 2024.

In November 2022, we issued $ 1.1 billion aggregate principal amount of 5.8 % convertible senior notes due 2027 (the “2027 Convertible Notes” and, together with the 2024 Convertible Notes, the “Convertible Notes”).

The 2027 Convertible Notes mature on December 1, 2027, unless earlier repurchased or redeemed by us or earlier converted in accordance with their terms prior to the maturity date.

The Convertible Notes are convertible by holders, subject to the conditions described within the respective indentures that govern the Convertible Notes, into cash, shares of Carnival Corporation common stock, or a combination thereof, at our election.

The 2024 Convertible Notes have an initial conversion rate of 100 shares of Carnival Corporation common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of $ 10 per share of common stock.

The 2027 Convertible Notes are convertible by holders, subject to the conditions described within the indenture governing the 2027 Convertible Notes, into cash, shares of Carnival Corporation common stock, or a combination thereof, at our election.

The 2027 Convertible Notes have an initial conversion rate of approximately 75 shares of Carnival Corporation common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $ 13.39 per share of common stock.

The initial conversion price of the Convertible Notes is subject to certain anti-dilutive adjustments and may also increase if such Convertible Notes are converted in connection with a tax redemption or certain corporate events as described within the respective indentures that govern the Convertible Notes.

The 2024 Convertible Notes were convertible from the date of issuance of the 2024 Convertible Notes until August 31, 2022, and thereafter may become convertible if certain conditions are met.

As of November 30, 2023, there were no conditions satisfied which would allow the holders of the 2024 Convertible Notes or the 2027 Convertible Notes to convert and therefore the Convertible Notes were not convertible as of such date.

The initial conversion price of the 2027 Convertible Notes is subject to certain anti-dilutive adjustments and may also increase if such 2027 Convertible Notes are converted in connection with a tax redemption or certain corporate events as described within the indenture governing the 2027 Convertible Notes.

Effective December 1, 2024, the 2027 Convertible Notes became convertible for the period beginning December 1, 2024 and ending February 28, 2025.

Refer to Note 15 - “Supplemental Cash Flow Information” for additional detail on transactions related to the 2027 Convertible Notes.

We may redeem the 2024 Convertible Notes, in whole but not in part, at any time on or prior to June 30, 2024 at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to the redemption date, if we or any guarantor would have to pay any additional amounts on the 2024 Convertible Notes due to a change in tax laws, regulations or rulings or a change in the official application, administration or interpretation thereof.

We may redeem the 2027 Convertible Notes, in whole but not in part, at any time on or prior to the 40th scheduled trading day immediately before the maturity date at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to the redemption date, if we or any guarantor would have to pay any additional amounts on the 2027 Convertible Notes due to a change in tax laws, regulations or rulings or a change in the official application, administration or interpretation thereof.

On or after December 5, 2025 and on or before the 40th scheduled trading day immediately before the maturity date, we may redeem for cash all or part of the 2027 Convertible Notes, at our option, if the last reported sale price of Carnival Corporation’s common stock exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during the 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption.

trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption.

The redemption price will equal 100 % of the principal amount of the 2027 Convertible Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

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$ 94 $ 100 $ 61

As of November 30, 2023, the if-converted value above par was $ 356 million on 127.1 million available shares for the Convertible Notes.

As of November 30, 2024, the if-converted value above par was $ 1.0 billion on 84.5 million available shares for the 2027 Convertible Notes.

Collateral and Priority Pool

As of November 30, 2024, the net book value of our ships and ship improvements, excluding ships under construction, is $ 39.3 billion.

Our secured debt is secured on either a first or second-priority basis, depending on the instrument, by certain collateral, which includes vessels and certain assets related to those vessels and material intellectual property (combined net book value of approximately $ 23.2 billion, including $ 21.5 billion related to vessels and certain assets related to those vessels) as of November 30, 2023 and certain other assets.

As of November 30, 2023, $ 8.1 billion in net book value of our ships and ship improvements relate to the priority pool vessels included in the priority pool of 12 unencumbered vessels (the “Senior Priority Notes Subject Vessels”) for our 2028 Senior Priority Notes.

As of November 30, 2023, there was no change in the identity of the Senior Priority Notes Subject Vessels.

Our secured debt is secured on a first-priority basis by certain collateral, which includes vessels and certain assets related to those vessels and material intellectual property (combined net book value of approximately $ 22.4 billion, including $ 20.8 billion related to vessels and certain assets related to those vessels) as of November 30, 2024 and certain other assets.

As of November 30, 2024, $ 8.0 billion in net book value of our ships and ship improvements relate to the priority pool vessels included in the priority pool of 12 unencumbered vessels (the “Senior Priority Notes Subject Vessels”) for our 2028 Senior Priority Notes and $ 2.8 billion in net book value of our ship and ship improvements relate to the priority pool vessels included in the priority pool of the three Revolving Facility Subject Vessels for our Revolving Facility.

As of November 30, 2024, there was no change in the identity of the Senior Priority Notes Subject Vessels or the Revolving Facility Subject Vessels.

Covenant Compliance

Our Revolving Facility, New Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below:

• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) (the “Interest Coverage Covenant”) as follows:

◦ For certain of our unsecured loans and our New Revolving Facility, from the end of each fiscal quarter from August 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from August 31, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates

◦ For our export credit facilities, from the end of each fiscal quarter from May 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from May 31, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards

As of November 30, 2024, our Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below:

• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) at a ratio of not less than 2.0 to 1.0 for each testing date occurring from November 30, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates

• For certain of our unsecured loans and export credit facilities, maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $ 5.0 billion

• Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 70 % for the November 30, 2023 testing date, following which it will be tested at levels which decline ratably to 65 % from the May 31, 2024 testing date onwards

• Maintain minimum liquidity as follows:

◦ For our New Revolving Facility, minimum liquidity of $ 1.5 billion;

provided, that if any commitments maturing on June 30, 2025 under our existing first-priority senior secured term loan facility are outstanding on the March 31, 2025 testing date, our minimum liquidity on such testing date cannot be less than the greater of (i) the aggregate outstanding amount of such first-lien term loan facility commitments and (ii) $ 1.5 billion

◦ For our other unsecured loans and export credit facilities that contain this covenant, $ 1.5 billion through November 30, 2026

• Adhere to certain restrictive covenants through August 2025

• Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 65 %

• Maintain minimum liquidity of $ 1.5 billion

• Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating if we reach an investment grade credit rating in accordance with the agreement governing the Revolving Facility)

• Limit the amounts of our secured assets as well as secured and other indebtedness

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Any financial covenant amendment may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable.

As of November 30, 2023, we had $ 5.4 billion of liquidity including cash and cash equivalents and borrowings available under our $ 1.7 billion, € 1.0 billion and £ 0.2 billion multi-currency Revolving Facility.

Additionally, our $ 2.1 billion New Revolving Facility may be utilized beginning in August 2024, at which date it will replace our Revolving Facility.

We believe that we have sufficient liquidity to fund our obligations and expect to remain in compliance with our financial covenants for at least the next twelve months from the issuance of these financial statements.

We will continue to pursue various opportunities to refinance future debt maturities to extend maturity dates and reduce interest expense by repaying some of our existing indebtedness and obtain relevant financial covenant amendments or waivers, if needed.

NOTE 6 – Contingencies

We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business, including those noted below.

Additionally, as a result of the impact of COVID-19, litigation claims, enforcement actions, regulatory actions and investigations, including, but not limited to, those arising from personal injury and loss of life, have been and may, in the future, be asserted against us.

We expect many of these claims and actions, or any settlement of these claims and actions, to be covered by insurance and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels.

We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business.

We have insurance coverage for certain of these claims and actions, or any settlement of these claims and actions, and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels.

We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated.

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District Court for the Southern District of Florida under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act, alleging that Carnival Corporation “trafficked” in confiscated Cuban property when certain ships docked at certain ports in Cuba, and that this alleged “trafficking” entitles the plaintiffs to treble damages.

The hearings on motions for summary judgment were concluded on January 18, 2022.

On March 21, 2022, the court granted summary judgment in favor of Havana Docks Corporation as to liability.

On August 31, 2022, the court determined that the trebling provision of the Helms-Burton statute applies to damages and interest and accordingly, we adjusted our estimated liability for this matter.

On December 30, 2022, the court entered judgment against Carnival in the amount of $ 110 million plus $ 4 million in fees and costs.

We have filed an appeal and as of November 20, 2023, the matter was fully briefed.

As previously disclosed, on April 8, 2020, DeCurtis LLC (“DeCurtis”), a former vendor, filed an action against Carnival Corporation in the U.S.

District Court for the Middle District of Florida seeking declaratory relief that DeCurtis is not infringing on several of Carnival Corporation’s patents in relation to its OCEAN Medallion systems and technology.

On April 10, 2020, Carnival Corporation filed an action against DeCurtis in the U.S.

District Court for the Southern District of Florida for breach of contract, trade secrets violations and patent infringement.

These two cases were consolidated in the Southern District of Florida.

On March 10, 2023, the jury returned a verdict finding that DeCurtis had breached its contract with Carnival Corporation and infringed on the Carnival Corporation patent.

The jury awarded Carnival Corporation a total of $ 21 million in damages.

On April 30, 2023, DeCurtis filed for bankruptcy protection in the United States Bankruptcy Court for the District of Delaware.

Carnival Corporation is defending its interests in the bankruptcy matter.

COVID-19 Actions

We have been named in a number of individual actions related to COVID-19.

These actions include tort claims based on a variety of theories, including negligence and failure to warn.

The plaintiffs in these actions allege a variety of injuries:

some plaintiffs confined their claim to emotional distress, while others allege injuries arising from testing positive for COVID-19.

A smaller number of actions include wrongful death claims.

Substantially all of these individual actions have now been dismissed or settled for immaterial amounts.

As of November 30, 2023, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending.

On December 30, 2022, the court entered judgment against Carnival Corporation in the amount of $ 110 million plus $ 4 million in fees and costs.

On October 22, 2024, the Court of Appeals for the 11 th Circuit reversed the District Court’s judgment against us.

The case will be remanded to the District Court for further proceedings in accordance with the decision.

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

As of November 30, 2024, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed.

These actions include claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships.

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Further proceedings will determine the applicability of this ruling to the remaining class participants.

Additionally, on December 6, 2023, the High Court of Australia ruled on appeal that United States and United Kingdom passengers were properly included in the class, regardless of the ticket contract terms applicable to those passengers.

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

All COVID-19 matters seek monetary damages and most seek additional punitive damages in unspecified amounts.

We continue to take actions to defend against the above claims.

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

Regulatory or Governmental Inquiries and Investigations

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The penalties and settlements paid in connection with cyber incidents over the last three years were not material.

While these incidents did not have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future litigation, attacks or incidents that could have such a material adverse effect.

While these incidents did not have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future attacks, incidents or litigation that could have such a material adverse effect.

On March 14, 2022, the U.S.

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

Under the European Union Treaty, certain economic benefits that are provided under Italian law are subject to approval on a periodic basis by the European Commission, with the most recent approval granted through December 31, 2023.

subsidiaries continues to receive and recognize these benefits.

The Italian Government has requested approval for these benefits to continue to be applied after December 31, 2023.

The timing of the European Commission’s decision is uncertain and could take more than a year.

If the European Commission were to deny a portion or all of the benefits, the Italian Government may be required to retroactively disallow these benefits and seek reimbursement from us which would result in a reversal of the recognition of such benefits, which depending on the timing of resolution, could have a material impact on our consolidated financial statements.

Other Contingent Obligations

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

Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a reserve fund in cash.

Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a capped reserve fund in cash.

Although the agreements vary, these requirements may generally be satisfied either through a withheld percentage of customer payments or providing cash funds directly to the credit card processor.

As of November 30, 2023 and November 30, 2022, we had $ 844 million and $ 1.7 billion in reserve funds.

Additionally, as of November 30, 2023 and November 30, 2022, we had $ 108 million and $ 229 million in compensating deposits we are required to maintain and $ 50 million of cash collateral in escrow.

Of these balances, $ 819 million is included within prepaid expenses and other and $ 183 million is included within other assets as of November 30, 2023.

In November 2023, we amended our agreement with one of our credit card processors, following which substantially all of the remaining credit card reserves were returned during the first quarter of 2024.

NOTE 7 – Commitments

As of November 30, 2023, we expect the timing of our new ship growth capital commitments to be as follows:

(in millions)

As of November 30, 2024 we were not required to maintain any reserve funds or compensating deposits.

As of November 30, 2023, we had $ 844 million in reserve funds and $ 158 million in compensating deposits we were required to maintain, which were included within other assets.

NOTE 7 – Ship Commitments

As of November 30, 2024, our new ship growth capital commitments were $ 0.9 billion, $ 0.4 billion, $ 1.3 billion, $ 1.3 billion, $ 1.5 billion and $ 3.2 billion for the years ending November 30, 2025, 2026, 2027, 2028, 2029 and thereafter.

NOTE 8 – Taxation

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We believe that our U.S.

source income and the income of our ship-owning subsidiaries, to the extent derived from, or incidental to, the international operation of a ship or ships, is currently exempt from U.S.

source income and the income of our ship-owning subsidiaries, to the extent derived from, or incidental to, the international operation of a ship or ships, is exempt from U.S.

federal income and branch profit taxes.

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operations, principally the hotel and transportation business of Holland America Princess Alaska Tours, are subject to federal and state income taxation in the U.S.

We do not believe we were a passive foreign investment company (“PFIC”), within the meaning of Section 1297 of the Internal Revenue Code, for the 2023 taxable year and do not currently expect to be a PFIC in the 2024 taxable year.

In general, under Section 883 of the Internal Revenue Code, certain non-U.S.

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We believe that the U.S.

source transportation income earned by Carnival plc and its subsidiaries currently qualifies for exemption from U.S.

source transportation income earned by Carnival plc and its subsidiaries qualifies for exemption from U.S.

federal income tax under applicable bilateral U.S.

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UK and Australian Income Tax

Cunard, P&O Cruises (UK) and P&O Cruises (Australia) are divisions of Carnival plc and have elected to enter UK tonnage tax regime under a rolling ten-year term and, accordingly, reapply every year.

Cunard, P&O Cruises (UK) and P&O Cruises (Australia) are divisions of Carnival plc and have elected to enter the UK tonnage tax regime under a rolling ten-year term and, accordingly, reapply every year.

Companies to which the tonnage tax regime applies pay corporation taxes on profits calculated by reference to the net tonnage of qualifying ships.

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For a company to be eligible for the regime, it must be subject to UK corporation tax and, among other matters, operate qualifying ships that are strategically and commercially managed in the UK.

Companies within UK tonnage tax are also subject to a seafarer training requirement.

Companies within the UK tonnage tax regime are also subject to a seafarer training requirement.

Our UK non-shipping activities that do not qualify under the UK tonnage tax regime remain subject to normal UK corporation tax.

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Italian and German Income Tax

In 2015, Costa and AIDA re-elected to enter the Italian tonnage tax regime through 2024 and can reapply for an additional 10 -year period beginning in early 2025.

In December 2024, the European Commission formally approved the Italian tonnage tax rules for 10 years.

In 2025, Costa and AIDA will elect to remain in the Italian tonnage tax regime through 2034.

Companies to which the tonnage tax regime applies pay corporation taxes on shipping profits calculated by reference to the net tonnage of qualifying ships.

Most of Costa’s and AIDA’s earnings that are not eligible for taxation under the Italian tonnage tax regime will be taxed at an effective tax rate of 4.8 % in 2023 and 2022.

Our non-shipping activities that do not qualify under the Italian tonnage tax regime remain subject to normal Italian corporation tax.

Substantially all of AIDA’s earnings are exempt from German income taxes by virtue of the Germany/Italy income tax treaty.

Global Minimum Tax

The Organization for Economic Co-operation and Development (“OECD”) issued Model Rules for implementation of a 15 % minimum tax for multinational enterprises as part of its initiative intended to address the tax challenges arising from globalization.

Subject to certain requirements, the OECD Model Rules provide an exclusion for international shipping income.

The implementation of these rules will affect Carnival plc and its subsidiaries beginning in fiscal 2025 and Carnival Corporation and certain of its subsidiaries beginning in fiscal 2026.

We expect Carnival plc and its subsidiaries will be eligible for the international shipping income exclusion based on their current structure.

Carnival Corporation and certain of its subsidiaries intend to align into a single tax jurisdiction where the international shipping income for its North American brands is also expected to qualify for this exemption.

As a result, we do not believe the application of these rules will have a material impact on our consolidated financial statements.

In addition to or in place of income taxes, virtually all jurisdictions where our ships call impose taxes, fees and other charges based on guest counts, ship tonnage, passenger capacity or some other measure.

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At November 30, 2024 and 2023, no Carnival Corporation preferred stock or Carnival plc preference shares had been issued.

Stock Swap Program

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

During 2023, 2022 and 2021 under the Stock Swap Program, we sold 2.3 million, 6.0 million and 8.9 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares resulting in net proceeds of $ 2 million, $ 8 million and $ 19 million, which were used for general corporate purposes.

(in millions, except per share data) Total Number of Shares of Carnival plc Ordinary Shares Purchased (a) Average Price Paid per Share of Carnival plc Ordinary Share Maximum Number of Carnival plc Ordinary Shares That May Yet Be Purchased Under the Carnival Corporation Stock Swap Program

2023 2.3 $ 8.70 1.4

2022 6.0 $ 14.52 3.6

2021 8.9 $ 20.99 9.5

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

Public Equity Offerings

In February 2021, we completed a public offering of 40.5 million shares of Carnival Corporation common stock at a price per share of $ 25.10 , resulting in net proceeds of $ 996 million.

In August 2022, we completed a public offering of 117.5 million shares of Carnival Corporation common stock at a price per share of $ 9.95 , resulting in net proceeds of $ 1.2 billion.

In addition, in 2023, 2022 and 2021 we sold 0.5 million, 1.6 million and 0.6 million shares of Carnival Corporation common stock at an average price per share of $ 9.83 , $ 19.27 and $ 21.32 , resulting in net proceeds of $ 5 million, $ 30 million and $ 13 million.

Accumulated Other Comprehensive Income (Loss)

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Cash equivalents (a) $ 404 $ — $ — $ 1,021 $ — $ —

Restricted cash (b) 21 — — 1,988 — —

Derivative financial instruments — 2 — — 22 —

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(a) Consists of money market funds and cash investments with original maturities of less than 90 days.

(b) This amount includes $ 10 million, which is included in other assets on our Consolidated Balance Sheets at November 30, 2023.

Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis

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As of July 31, 2024, we performed our annual goodwill and trademark impairment reviews and determined there was no impairment for goodwill or trademarks.

During 2021, as a result of the ongoing impacts of COVID-19 and its effect on our expected future operating cash flows, including changes in estimates related to the timing of our full return to guest cruise operations and improved profitability, we performed interim discounted cash flow analyses for our Europe segment reporting units and determined their estimated fair values no longer exceeded their carrying values.

As a result, we recognized goodwill impairment charges of $ 226 million and accordingly have no remaining goodwill for those reporting units.

The determination of the fair value of our reporting units’ goodwill and trademarks includes numerous estimates and underlying assumptions that are subject to various risks and uncertainties.

We believe that we have made reasonable estimates and judgments.

The assumptions, all of which are considered Level 3 inputs, used in our 2021 cash flow analyses and which resulted in goodwill impairments for all but one reporting unit consisted of:

• The timing and pace of our full return to guest cruise operations

• Weighted-average cost of capital of market participants, adjusted for the risk attributable to the geographic regions in which these cruise brands operate (“WACC”)

The estimated fair value of the reporting unit with remaining goodwill and of our trademarks significantly exceeded their carrying value as of the date of the most recent impairment test.

As of November 30, 2023 and November 30, 2022, goodwill for our North America and Australia (“NAA”) segment was $ 579 million.

As of November 30, 2024 and November 30, 2023, goodwill for our NAA segment was $ 579 million.

(in millions) NAA

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Impairment of Ships

In 2022, as a result of the continued effects of COVID-19 on our business and certain Asia markets which remained closed to cruising (particularly China), and our updated expectations for our deployment, we determined that two ships had net carrying values that exceeded their respective estimated undiscounted future cash flows.

We then estimated the fair value of these ships, based on their estimated selling values, and recognized ship impairment charges as summarized in the table below.

In 2022, we determined that two ships had net carrying values that exceeded their respective estimated undiscounted future cash flows.

We then estimated the fair value of these ships, based on their estimated selling values, and recognized ship impairment charges of $ 428 million which are included in ship and other impairments in our Consolidated Statements of Income (Loss) .

On a segment level, we recognized $ 8 million for our NAA segment and $ 421 million for our Europe segment.

The principal assumption used in determining the fair value of these ships were the estimated sales proceeds, which are considered a Level 3 input.

In 2021, we performed undiscounted cash flow analyses on certain ships throughout the year and determined that certain ships had net carrying values that exceeded their estimated undiscounted future cash flows and fair values, and, as a result, we recognized ship impairment charges during 2021 as summarized in the table below.

The principal assumptions used in determining the fair value of these ships were the timing of the sale of ships and estimated proceeds, which are considered Level 3 inputs.

We believe we have made reasonable estimates and judgments as part of our assessments.

A change in the principal judgments or estimates may result in a need to perform additional impairment reviews.

The impairment charges summarized in the table below are included in ship and other impairments in our Consolidated Statements of Income (Loss).

(in millions) 2023 2022 2021

NAA Segment $ — $ 8 $ 273

Europe Segment — 421 318

Total ship impairments $ — $ 428 $ 591

Refer to Note 2 - “Summary of Significant Accounting Policies, Preparation of Financial Statements” for additional discussion.

Refer to Note 2 - “Summary of Significant Accounting Policies, Preparation of Consolidated Financial Statements” for additional discussion.

Derivative Instruments and Hedging Activities

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Total derivative liabilities $ 4 $ 28

(a) We have interest rate swaps whereby we receive EURIBOR-based floating interest rate payments in exchange for making fixed interest rate payments.

These interest rate swap agreements effectively changed $ 46 million at November 30, 2023 and $ 89 million at November 30, 2022 of EURIBOR-based floating rate euro debt to fixed rate euro debt.

As of November 30, 2023, these EURIBOR-based interest rate swaps were not designated as cash flow hedges.

As of November 30, 2022, one of these swaps was designated as a cash flow hedge.

During 2023, we entered into interest rate swap agreements which effectively changed $ 2.5 billion at November 30, 2023 of variable rate debt to fixed rate debt.

At November 30, 2023, these interest rate swaps settle through 2027 and are designated as cash flow hedges.

(b) At November 30, 2023, we had a cross currency swap totaling $ 670 million that is designated as a hedge of our net investment in foreign operations with euro-denominated functional currencies.

At November 30, 2023, this cross currency swap settles through 2024.

At November 30, 2022, we had no cross-currency swaps.

(a) We have interest rate swaps whereby we receive floating interest rate payments in exchange for making fixed interest rate payments.

These interest rate swap agreements effectively changed $ 11 million at November 30, 2024 and $ 46 million at November 30, 2023 of EURIBOR-based floating rate euro debt to fixed rate euro debt, and $ 1.0 billion at November 30, 2024 and $ 2.5 billion at November 30, 2023 of SOFR-based variable rate debt to fixed rate debt.

In 2024, we terminated a portion of our SOFR-based interest rate swaps with a notional amount of $ 1.5 billion.

As of November 30, 2024 and November 30, 2023, the EURIBOR-based interest rate swaps settle through 2025 and were not designated as cash flow hedges;

the SOFR-based interest rate swaps settle through 2027 and were designated as cash flow hedges.

(b) At November 30, 2023, we had a cross currency swap with a notional amount of $ 670 million that was designated as a hedge of our net investment in foreign operations with euro-denominated functional currencies.

This cross currency swap was terminated in 2024.

Our derivative contracts include rights of offset with our counterparties.

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

Movements in foreign currency exchange rates affect our financial statements.

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

Investment Currency Risks

We consider our investments in foreign operations to be denominated in stable currencies and of a long-term nature.

We partially mitigate the currency exposure of our investments in foreign operations by designating a portion of our foreign currency debt and derivatives as hedges of these investments.

During 2023, we had sterling-denominated debt designated as a non-derivative hedge of our net investment in foreign operations.

The debt was repaid in July 2023.

During 2023, 2022 and 2021, we recognized $( 33 ) million, $ 48 million and $( 21 ) million of gains (losses) on this net investment hedge in the cumulative translation adjustment section of other comprehensive income (loss).

As of November 30, 2023, we had a cross currency swap with a notional amount of $ 670 million, which is designated as a hedge of our net investments in foreign operations.

We also have euro-denominated debt which provides an economic offset for our operations with euro functional currency.

We have euro-denominated debt which provides an economic offset for our operations with euro functional currency.

In addition, we have in the past and may in the future utilize derivative financial instruments, such as cross currency swaps, to manage our exposure to investment currency risks.

Newbuild Currency Risks

Our shipbuilding contracts are typically denominated in euros.

Our decision to hedge a non-functional currency ship commitment for our cruise brands is made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks.

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

At November 30, 2024, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands.

The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than our cruise brands’ functional currency will be affected by foreign currency exchange rate fluctuations.

These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships.

We have in the past and may in the future utilize derivative financial instruments, such as foreign currency derivatives, to manage our exposure to newbuild currency risks.

Our decisions to hedge non-functional currency ship commitments for our cruise brands are made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks.

Interest Rate Risks

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As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business.

We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash and cash equivalents, investments, notes receivables, reserve funds related to customer deposits, future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees, by:

We seek to manage these credit risk exposures, including counterparty nonperformance primarily associated with our cash and cash equivalents, investments, notes receivables, reserve funds related to customer deposits (when required), future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees, by:

• Conducting business with well-established financial institutions, insurance companies and export credit agencies

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Variable lease expense (a) (b) $ 211 $ 116 $ ( 39 )

(a) Variable lease expense represents increases or reductions to costs associated with our multi-year preferential berthing agreements which vary based on the number of passengers.

These costs are recorded within Commissions,

transportation and other in our Consolidated Statements of Income (Loss).

Variable and short-term lease costs related to operating leases, other than the port facilities, were not material to our consolidated financial statements.

(a) Variable lease expense represents costs associated with our multi-year preferential berthing agreements which vary based on the number of passengers.

These costs are recorded within commissions, transportation and other in our Consolidated Statements of Income (Loss).

Variable lease expense related to operating leases, other than the port facilities, were not material to our consolidated financial statements.

(b) Several of our preferential berthing agreements have force majeure provisions which were in effect during the pause in guest cruise operations due to COVID-19.

The cash outflow for leases was materially consistent with the lease expense recognized during 2023.

During 2023, we obtained $ 108 million of right-of-use assets in exchange for new operating lease liabilities.

During 2024, 2023 and 2022, the cash outflow for leases was materially consistent with the lease expense recognized and short-term lease costs were not material.

Right-of-use assets obtained in exchange for new and amended operating lease liabilities was $ 247 million in 2024 and $ 108 million in 2023.

Weighted average of the remaining lease terms and weighted average discount rates are as follows:

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Present value of lease liabilities $ 1,402

For time charter arrangements where we are the lessor and for transactions with cruise guests related to the use of cabins, we do not separate lease and non-lease components.

For time charter arrangements where we are the lessor and for transactions with cruise guests related to the use of cabins, we do not separate lease and non-lease components since (1) the lease on a standalone basis would be classified as an operating lease and (2) the timing and pattern of transfer for the lease component and associated non-lease component are the same.

As the non-lease components are the predominant components in the agreements, we account for these transactions under the Revenue Recognition guidance.

NOTE 12 – Segment Information

Our operating segments are reported on the same basis as the internally reported information that is provided to our chief operating decision maker, who is the President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation and Carnival plc.

The CODM assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments.

The chief operating decision maker, who is the President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation and Carnival plc assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments.

The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other characteristics, including geographic guest sourcing.

Our four reportable segments are comprised of (1) NAA cruise operations, (2) Europe cruise operations (“Europe”), (3) Cruise Support and (4) Tour and Other.

The operating segments within each of our NAA and Europe reportable segments have been aggregated based on the similarity of their economic and other characteristics, including geographic guest sourcing.

Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of our cruise brands.

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NAA $ 16,802 $ 10,555 $ 1,952 $ 1,664 $ 2,631 $ 3,943 $ 30,892

Europe (a) 6,535 4,398 876 668 593 1,161 16,524

Europe 7,710 4,734 961 676 1,340 270 15,042

Cruise Support 255 156 320 193 ( 414 ) 382 2,732

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NAA $ 14,588 $ 9,587 $ 1,753 $ 1,495 $ 1,752 $ 1,932 $ 28,547

Europe (a) 3,531 3,925 745 692 ( 1,830 ) 2,213 15,317

Europe 6,535 4,398 876 668 593 1,161 16,524

Cruise Support 206 127 294 184 ( 399 ) 179 3,667

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NAA $ 8,281 $ 7,526 $ 1,517 $ 1,408 $ ( 2,170 ) $ 2,568 $ 27,413

Europe (a) 712 1,807 568 728 ( 2,617 ) (b) 515 16,088

Europe 3,531 3,925 745 692 ( 1,830 ) 2,213 15,317

Cruise Support 171 120 225 140 ( 315 ) 155 8,461

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$ 12,168 $ 11,757 $ 2,515 $ 2,275 $ ( 4,379 ) $ 4,940 $ 51,703

(a) Beginning in the first quarter of 2023, we renamed the Europe and Asia segment to Europe segment.

(b) Includes $ 226 million of goodwill impairment charges.

Revenue by geographic areas, which are based on where our guests are sourced, were as follows:

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Europe 7,573 6,565 3,918

1,445 1,181 252

Other 915 735 132

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NOTE 13 – Compensation Plans and Post-Employment Benefits

We issue our share-based compensation awards, which at November 30, 2023 included time-based share awards (restricted stock awards and restricted stock units) and performance-based share awards (collectively “equity awards”), under the Carnival Corporation and Carnival plc stock plans.

We issue our share-based compensation awards, which at November 30, 2024 included time-based share awards (restricted stock awards and restricted stock units) and performance-based share awards (restricted stock units) (collectively “equity awards”), under the Carnival Corporation and Carnival plc stock plans.

Equity awards are principally granted to management level employees and members of our Boards of Directors.

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Administrative expenses ( 1 ) ( 1 ) — —

Exchange movements and other ( 21 ) — — —

Projected benefit obligation as of November 30 159 181 250 226

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Administrative expenses ( 1 ) ( 1 ) — —

Exchange movements and other ( 25 ) — — —

Fair value of plan assets as of November 30 168 196 8 9

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Other long-term liabilities $ — $ — $ 210 $ 188

The accumulated benefit obligation for all defined benefit pension plans was $ 220 million and $ 386 million at November 30, 2023 and 2022, respectively.

The accumulated benefit obligation for all defined benefit pension plans was $ 244 million and $ 220 million at November 30, 2024 and 2023.

Amounts for pension plans with accumulated benefit obligations in excess of fair value of plan assets are as follows:

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Fair value of plan assets $ 8 $ 9

The net benefit cost recognized in the Consolidated Statements of Income (Loss) were as follows:

The net periodic pension cost recognized in the Consolidated Statements of Income (Loss) were as follows:

UK Plan All Other Plans

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Expected return on plan assets ( 9 ) ( 8 ) ( 6 ) — — —

Amortization of prior service cost — — — — — —

Amortization of net loss (gain) 2 — — — — 3

Settlement loss recognized — — — — 1 1

Net periodic benefit cost $ 1 $ ( 1 ) $ ( 1 ) $ 30 $ 26 $ 22

The components of net periodic benefit cost other than the service cost component are included in other income (expense), net in the Consolidated Statements of Income (Loss).

Net periodic pension cost (income) $ 2 $ 1 $ ( 1 ) $ 31 $ 30 $ 26

The components of net periodic pension cost other than the service cost component are included in other income (expense), net in the Consolidated Statements of Income (Loss).

Weighted average assumptions used to determine the projected benefit obligation are as follows:

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The discount rate used to determine the UK Plan’s projected benefit obligation was determined as the single equivalent rate based on applying a yield curve determined from AA credit rated bonds at the balance sheet date to the cash flows making up the pension plan’s obligations.

The discount rate used to determine the UK Plan’s future net periodic benefit cost was determined as the equivalent rate based on applying each individual spot rate from a yield curve determined from AA credit rated bonds at the balance sheet date for each year’s cash flow.

The UK Plan’s expected long-term return on plan assets is consistent with the long-term investment return target provided to the UK Plan’s fiduciary manager (U.K.

government fixed interest bonds (gilts) plus 1.0 % and was 5.6 % per annum as of November 30, 2023.

The discount rate used to determine the UK Plan’s future net periodic pension cost was determined as the equivalent rate based on applying each individual spot rate from a yield curve determined from AA credit rated bonds at the balance sheet date for each year’s cash flow.

The UK Plan’s expected long-term return on plan assets is consistent with the long-term investment return target provided to the UK Plan’s fiduciary manager (UK government fixed interest bonds (gilts)) plus 1.0 % and was 5.7 % per annum as of November 30, 2024.

Amounts recognized in AOCI are as follows:

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Actuarial losses (gains) recognized in the current year $ 2 $ 9 $ 12 $ ( 4 )

Amortization and settlements included in net periodic benefit cost $ ( 1 ) $ — $ ( 1 ) $ ( 1 )

Amortization and settlements included in net periodic pension cost $ ( 2 ) $ ( 1 ) $ ( 1 ) $ ( 1 )

We anticipate making contributions of $ 33 million to the plans during 2025.

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The investment policy for each plan specifies the type of investment vehicles appropriate for the plan, asset allocation guidelines, criteria for selection of investment managers and procedures to monitor overall investment performance, as well as investment manager performance.

As of November 30, 2023 and 2022, respectively, the All Other Plans were unfunded.

As of November 30, 2024 and 2023, the All Other Plans were unfunded.

The fair values of the plan assets of the UK Plan by investment class are as follows:

Equities $ 11 $ 47

government fixed interest bonds (gilts) $ 149 $ 169

UK government fixed interest bonds (gilts) 157 149

Multiemployer Defined Benefit Pension Plans

We participate in two multiemployer defined benefit pension plans in the UK, the British Merchant Navy Officers Pension Fund (registration number 10005645) (“MNOPF”), which is divided into two sections, the “New Section” and the “Old Section,” and the British Merchant Navy Ratings Pension Fund (registration number 10005646) (“MNRPF”).

We participate in two multiemployer defined benefit pension plans in the UK, the British Merchant Navy Officers Pension Fund (registration number 10005645) (“MNOPF”), which is divided into two sections, the “Old Section” and the “New Section,” and the British Merchant Navy Ratings Pension Fund (registration number 10005646) (“MNRPF”).

Collectively, we refer to these as “the multiemployer plans.” The multiemployer plans are maintained for the benefit of the employees of the participating employers who make contributions to the plans.

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All of our multiemployer plans are closed to new membership and future benefit accrual.

The MNOPF Old Section is fully funded and covered by a third party insurer, with no further Carnival funding obligations.

The MNOPF Old Section is fully funded and covered by a third-party insurer, with no further funding obligations.

We expense our portion of the MNOPF New Section deficit as amounts are invoiced by, and become due and payable to, the trustees.

We accrue and expense our portion of the MNRPF deficit based on our estimated probable obligation from the most recent actuarial review.

Total expense for the multiemployer plans was $ 1 million in 2023, $ 2 million in 2022 and $ 28 million in 2021.

Based on the most recent triennial valuation at March 31, 2024 of the MNOPF New Section, it was determined that this plan was 100 % funded.

In 2024, 2023 and 2022, our contributions to the MNOPF New Section did not exceed 5 % of total contributions to the fund.

We accrue and expense our portion of the MNRPF deficit based on our estimated probable obligation from the most recent actuarial review.

Based on the most recent triennial valuation at March 31, 2023 of the MNRPF, it was determined that this plan was 85 % funded.

Our share of the deficit of $ 3 million was paid in 2024.

In 2024, 2023 and 2022, our contributions to the MNRPF did not exceed 5 % of total contributions to the fund.

It is possible that we will be required to fund and expense additional amounts for the multiemployer plans in the future;

however, such amounts are not expected to be material to our consolidated financial statements.

Total expense (benefit) for the multiemployer plans was $( 19 ) million in 2024, $ 1 million in 2023 and $ 2 million in 2022.

Defined Contribution Plans

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2024 2023 2022

Net income (loss) for basic and diluted earnings per share $ ( 74 ) $ ( 6,093 ) $ ( 9,501 )

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

Interest expense on dilutive Convertible Notes 94 — —

Net income (loss) for diluted earnings per share $ 2,009 $ ( 74 ) $ ( 6,093 )

Weighted-average shares outstanding 1,274 1,262 1,180

Dilutive effect of equity awards 5 — —

Dilutive effect of Convertible Notes 119 — —

Diluted weighted-average shares outstanding 1,398 1,262 1,180

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Cash and cash equivalents (Consolidated Balance Sheets) $ 1,210 $ 2,415 $ 4,029

Restricted cash (Consolidated Balance Sheets) 11 1,988 14

Restricted cash (included in other assets) 10 20 24

Restricted cash (a) 21 21 2,008

Total cash, cash equivalents and restricted cash (Consolidated Statements of Cash Flows) $ 1,231 $ 2,436 $ 6,037

(a) Substantially all restricted cash as of November 30, 2022 related to the net proceeds from the issuance of our 2028 Senior Priority Notes.

The contractual restrictions on these proceeds were satisfied in December 2022 at which time these amounts became unrestricted.

Cash paid for interest, net of capitalized interest, was $ 1.6 billion in 2024, $ 2.0 billion in 2023 and $ 1.4 billion in 2022.

Cash benefit received (paid) for income taxes, net was not material in 2024, 2023 and 2022.

In addition, non-cash purchases of property and equipment included in accrued liabilities and other was $ 307 million in 2023, $ 100 million in 2022 and $ 127 million in 2021.

Substantially all restricted cash as of November 30, 2022 related to the net proceeds from the issuance of our 2028 Senior Priority Notes.

The contractual restrictions on these proceeds were satisfied in December 2022 at which time these amounts became unrestricted.

Non-cash purchases of property and equipment included in accrued liabilities and other were $ 392 million in 2024, $ 307 million in 2023 and $ 100 million in 2022.

In August 2022, we issued $ 339 million aggregate principal amount of 2024 Convertible Notes pursuant to privately-negotiated non-cash exchange agreements with certain holders of the 2023 Convertible Notes, pursuant to which such holders agreed to exchange their 2023 Convertible Notes for an equal amount of 2024 Convertible Notes.

In September 2024, substantially all of the 2024 Convertible Notes were converted to shares of common stock.

Refer to Note 5 - “Debt” for additional detail relating to our 2028 Senior Priority Notes and the 2024 Convertible Notes.

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Carnival Corporation & plc (comprising Carnival Corporation and Carnival plc and their respective subsidiaries, the “Company”) as of November 30, 2023 and 2022, and the related consolidated statements of income (loss), of comprehensive income (loss), of shareholders’ equity and of cash flows for each of the three years in the period ended November 30, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheet of Carnival Corporation & plc (comprising Carnival Corporation and Carnival plc and their respective subsidiaries, the “Company”) as of November 30, 2024, the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity, and cash flows, for the year ended November 30, 2024, and the related notes (collectively referred to as the “financial statements”).

We also have audited the Company’s internal control over financial reporting as of November 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2023 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments in 2023.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2024, and the results of its operations and its cash flows for the year ended November 30, 2024, in conformity with accounting principles generally accepted in the United States.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting .

Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described in Notes 2 and 5 to the consolidated financial statements, the Company has current and long-term debt of $2.1 billion and $28.5 billion, respectively, as of November 30, 2023.

Debt is recorded by management at initial fair value, which normally reflects the proceeds received, net of debt issuance costs.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that

are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Debt – Refer to Notes 2 and 5 to the Financial Statements

Critical Audit Matter Description

The Company has current and long-term debt of $1.5 billion and $25.9 billion, respectively, as of November 30, 2024.

Debt is recorded at initial fair value, which normally reflects the proceeds received by the Company, net of debt issuance costs.

Debt is subsequently stated at amortized cost.

Debt issuance costs, discounts and premiums are generally amortized to interest expense using the straight-line method, which approximates the effective interest method, over the term of the debt.

The Company’s Revolving Facility, New Revolving Facility, unsecured loans and export credit facilities contain certain covenants.

If an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-acceleration clauses, substantially all of the Company’s outstanding debt could become due, and the debt could be terminated.

Management has taken actions to manage its debt by refinancing future debt maturities to extend maturity dates, reduce interest expense by repaying some existing indebtedness and obtaining relevant financial covenant amendments or waivers.

As of November 30, 2023, the Company was in compliance with the applicable covenants under the debt agreements.

The principal consideration for our determination that performing procedures relating to debt is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s accounting, measurement and presentation of debt.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to debt, including issuances, repayments, amortization, covenant compliance, and disclosures.

These procedures also included, among others, (i) reading the debt agreements and amendments;

(ii) confirming all debt balances as of November 30, 2023;

(iii) testing of debt proceeds by obtaining and inspecting source documents, such as debt agreements and cash received;

(iv) testing a sample of additions to debt issuance costs by obtaining and inspecting invoices;

(v) testing a sample of debt repayments by obtaining and inspecting cash payments;

(vi) recalculating a sample of amortization of debt issuance costs, discounts and premiums;

(vii) developing an independent estimate of interest expense for certain debt instruments and comparing the independent estimate to management’s interest expense;

(viii) recalculating a sample of interest expense;

(ix) testing debt modifications and extinguishments by evaluating the accounting treatment and obtaining and inspecting source documents, such as debt agreements and amendments, lender statements, and cash payments;

(x) evaluating the financial covenant calculations for consistency and compliance with the debt agreements;

(xi) testing the completeness and accuracy of underlying data used in the debt covenant calculations;

and (xii) evaluating the sufficiency of the disclosures in the consolidated financial statements.

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

Debt issuance costs related to the Company’s revolving facility and export credit facilities not yet drawn are deferred and recorded as an asset.

Debt issuance costs paid to lenders related to a recognized debt liability are netted against the proceeds from the related debt while debt issuance costs paid to third parties, or related to undrawn credit facilities, are presented separately within financing activities.

Debt instruments are also evaluated by the Company for the existence of features that must be separated and accounted for as a derivative.

During the year ended November 30, 2024, the Company entered into various debt transactions that involved issuance of new debt, modification and extinguishment of existing debt, and refinancing of existing syndicated debt.

We identified the accounting for debt and the related debt transactions, as a critical audit matter because of the complexity involved in (i) evaluating the accounting for the refinanced debt including whether such refinancing transactions resulted in a debt modification or extinguishment and the associated impact on debt issuance costs, (ii) evaluating the appropriate statement of cash flows presentation for a debt transaction that involved a syndicated loan with multiple lenders, and (iii) evaluating the existence of and accounting for features embedded in new or amended debt agreements that must be separated and accounted for as a derivative.

This required an increased extent of effort due to the potential magnitude and complexity of the debt transactions, including the assistance of our professionals with specialized knowledge and skills in the relevant technical accounting guidance required when performing audit procedures to address these matters.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the accounting for debt and related debt transactions included the following, among others:

• We tested the effectiveness of controls over debt including those over the application of relevant technical accounting guidance to complex and significant debt transactions.

• We evaluated and tested management’s debt modification or extinguishment analysis by:

◦ Testing the accuracy and completeness, including mathematical accuracy, of management’s analysis.

◦ Evaluating management’s analysis over whether the debt transactions met the conditions to be treated as a debt modification or extinguishment by evaluating it against the relevant technical accounting guidance.

• We evaluated and tested management’s analysis of the cash receipts and repayment amounts, on a lender-by-lender basis, related to the refinancing of existing syndicated debt to assess the appropriateness of such amounts in the statement of cash flows presentation by:

◦ Reading the terms of the debt agreements related to the syndicated loan with multiple lenders.

◦ Testing the completeness and accuracy, including mathematical accuracy, of the Company’s lender-by-lender analysis.

◦ Evaluating management’s analysis over whether the cash receipts and repayment amounts, on a lender-by-lender basis, met the conditions to be accounted for as a debt modification or extinguishment.

◦ Utilizing the assistance of our professionals with specialized knowledge and skills in the relevant technical accounting guidance we evaluated the Company’s conclusion regarding the appropriate statement of cash flows presentation.

• We evaluated the conclusions reached by management on its analysis of the terms in the new, amended and refinanced debt agreements to evaluate the existence of features in the new or amended debt agreements that must be separated and accounted for as a derivative by:

◦ Reading the terms for a selection of debt agreements to evaluate the existence of features in the new or amended debt agreements that must be separated and accounted for as a derivative.

◦ Evaluating management’s analysis identifying the existence of and accounting for the features in the new, amended and refinanced debt agreements that must be separated and accounted for as a derivative by evaluating it against the relevant technical accounting guidance.

/s/ Deloitte & Touche LLP

Miami, Florida

January 27, 2025

We have served as the Company’s auditor since fiscal 2024.

Report of Independent Registered Public Accounting Firm

To the Boards of Directors and Shareholders of Carnival Corporation and Carnival plc

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Carnival Corporation & plc (comprising Carnival Corporation and Carnival plc and their respective subsidiaries, the “Company”) as of November 30, 2023, and the related consolidated statements of income (loss), of comprehensive income (loss), of shareholders’ equity and of cash flows for each of the two years in the period ended November 30, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023, and the results of its operations and its cash flows for each of the two years in the period ended November 30, 2023 in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments in 2023.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

1 unchanged sentence

January 26, 2024

We have served as the Company’s auditor since 2003.

We served as the Company's auditor from 2003 to 2024.

Prior to that, we served as Carnival Corporation’s auditor since at least 1986.

We have not been able to determine the specific year we began serving as auditor of Carnival Corporation.

We were not able to determine the specific year we began serving as auditor of Carnival Corporation.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data