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What changed in Carnival's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Carnival's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+303 added−405 removedSource: 10-K (2025-01-27) vs 10-K (2024-01-26)

Top changes in Carnival's 2024 10-K

303 paragraphs added · 405 removed · 225 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

111 edited+34 added−117 removed113 unchanged
Biggest changeWe’re determined to drive revenue, operate effectively and efficiently at scale, generate record levels of cash from operations and invest our capital wisely. We believe this will allow us to responsibly reduce our debt over time and return to strong profitability, improve our return on invested capital as well as approach investment-grade leverage metrics. B. Global Cruise Industry I.
Biggest changeWe believe this will allow us to responsibly reduce our debt over time, improve our return on invested capital as well as return to investment-grade leverage metrics. B. Global Cruise Industry I. Overview Cruising offers a broad range of products and services to suit vacationing guests of many ages, backgrounds and interests.
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.
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 the UK tonnage tax regime are also subject to a seafarer training requirement.
The maritime shipping sector is included in the scope of ETS effective January 2024 and requires ships to procure emission allowances covering 40% of their emissions inside EU waters to be surrendered in 2025, 70% of 2025 emissions to be surrendered in 2026 and 100% of annual emissions thereafter, to be surrendered in the following year.
The maritime shipping sector is included in the scope of ETS effective January 2024 and requires ships to procure emission allowances covering 40% of their 2024 emissions inside EU waters to be surrendered in 2025, 70% of 2025 emissions to be surrendered in 2026 and 100% of annual emissions thereafter, to be surrendered in the following year.
General We maintain insurance to cover a number of risks associated with owning and operating our vessels and other non-ship related risks. All such insurance policies are subject to coverage limits, exclusions and deductible levels. Insurance premiums are dependent on our own loss experience and the general premium requirements of our insurers.
XVI. Insurance a. General We maintain insurance to cover a number of risks associated with owning and operating our vessels and other non-ship related risks. All such insurance policies are subject to coverage limits, exclusions and deductible levels. Insurance premiums are dependent on our own loss experience and the general premium requirements of our insurers.
Further, the state of Alaska requires that certain discharges be reported and monitored to verify compliance with standards and repeat violators of 22 the regulations could be prohibited from operating in Alaskan waters. Environmental regimes in Alaska are more stringent than the U.S. federal requirements with regard to discharges from vessels.
Further, the state of Alaska requires that certain discharges be reported and monitored to verify compliance with standards and repeat violators of the regulations could be prohibited from operating in Alaskan waters. Environmental regimes in Alaska are more stringent than the U.S. federal requirements with regard to discharges from vessels.
Insurers make it a condition for insurance coverage that a ship be certified as “in class” by a classification society that is a member of the International Association of Classification Societies (“IACS”). All of our ships are routinely inspected and certified to be in class by an IACS member. 16 d.
Insurers make it a condition for insurance coverage that a ship be certified as “in class” by a classification society that is a member of the International Association of Classification Societies (“IACS”). All of our ships are routinely inspected and certified to be in class by an IACS member. d.
Coverage is subject to the P&I clubs’ rules and the limits of coverage are determined by the IG. c. Hull and Machinery Insurance We maintain insurance on the hull and machinery of each of our ships for reasonable amounts as determined by management. The coverage for hull and machinery is provided by large and well-established international marine insurers.
Coverage is subject to the P&I clubs’ rules and the limits of coverage are determined by the IG. 15 c. Hull and Machinery Insurance We maintain insurance on the hull and machinery of each of our ships for reasonable amounts as determined by management. The coverage for hull and machinery is provided by large and well-established international marine insurers.
The state of California also has environmental requirements significantly more stringent than federal requirements for water discharges and air emissions. iii. EU Regulations The EU has adopted a broad range of substantial environmental measures aimed at improving the quality of the environment.
The state of California also has environmental requirements significantly more stringent than federal requirements for water discharges and air emissions. iii. EU and EU Member State Regulations The EU has adopted a broad range of substantial environmental measures aimed at improving the quality of the environment.
We own or license the trademarks for the trade names of our cruise brands, each of which we believe is a widely-recognized brand in the cruise industry, as well as our ship names and a wide variety of cruise products and services. V.
We own or license the trademarks for the trade names of our cruise brands, each of which we believe is a widely-recognized brand in the cruise industry, as well as our ship names and a wide variety of cruise products and services. 10 V.
In addition, we continue to maintain our ships by meeting, and often exceeding, applicable public health guidelines and requirements, complying with inspections, reporting communicable illnesses and conducting regular crew training and guest education programs. 23 6.
In addition, we continue to maintain our ships by meeting, and often exceeding, applicable public health guidelines and requirements, complying with inspections, reporting communicable illnesses and conducting regular crew training and guest education programs. 6.
II. Purpose & Mission, Vision, Values and Priorities Purpose & Mission To deliver unforgettable happiness to our guests by providing extraordinary cruise vacations, while honoring the integrity of every ocean we sail, place we visit and life we touch.
Purpose & Mission, Vision, Values and Priorities Purpose & Mission To deliver unforgettable happiness to our guests by providing extraordinary cruise vacations, while honoring the integrity of every ocean we sail, place we visit and life we touch.
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. federal income and branch profit taxes.
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 exempt from U.S. federal income and branch profit taxes.
These regulations include requirements as to the following: • Implementation of specific security measures, including onboard installation of a ship security alert system • Assessment of vessel security • Efforts to identify and deter security threats • Training, drills and exercises • Security plans that may include guest, vehicle and baggage screening procedures, security patrols, establishment of restricted areas, personnel identification procedures, access control measures and installation of surveillance equipment • Establishment of procedures and policies for reporting and managing allegations of crimes 20 4.
These regulations include requirements as to the following: • Implementation of specific security measures, including onboard installation of a ship security alert system • Assessment of vessel security • Efforts to identify and deter security threats • Training, drills and exercises • Security plans that may include guest, vehicle and baggage screening procedures, security patrols, establishment of restricted areas, personnel identification procedures, access control measures and installation of surveillance equipment • Establishment of procedures and policies for reporting and managing allegations of crimes 19 4.
Exemption Under Applicable Income Tax Treaties We believe that the U.S. source transportation income earned by Carnival plc and its subsidiaries currently qualifies for exemption from U.S. federal income tax under applicable bilateral U.S. income tax treaties. 3. U.S.
Exemption Under Applicable Income Tax Treaties We believe that the 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. income tax treaties. 3. U.S.
Additionally, Advanced Air Quality Systems used with heavy fuel oil (“HFO”) result in as good or better SOx, NOx and particulate emissions compared to marine gasoil (“MGO”) . 21 c. Greenhouse Gas Emissions The IMO has established technical and operational measures for all ships that are intended to improve energy efficiency and reduce GHG emissions from international shipping.
Additionally, Advanced Air Quality Systems used with heavy fuel oil (“HFO”) result in as good or better SOx, NOx and particulate emissions compared to marine gasoil (“MGO”) . 20 c. Greenhouse Gas Emissions The IMO has established technical and operational measures for all ships that are intended to improve energy efficiency and reduce GHG emissions from international shipping.
The main responsibilities of the Global E&C department are to collaboratively: • Identify, assess, monitor, prevent, detect and report on compliance risk • Ensure compliance accountabilities and responsibilities are clear across the company • Promote a strong culture of ethics and compliance • Drive ethics and compliance continuous improvements To further heighten the focus on ethics and compliance, our Boards of Directors have Compliance Committees, which oversee the Global E&C department and maintain regular communications with our Chief Risk and Compliance Officer. 15 XVI.
The main responsibilities of the Global E&C department are to collaboratively: • Identify, assess, monitor, prevent, detect and report on compliance risk • Ensure compliance accountabilities and responsibilities are clear across the company • Promote a strong culture of ethics and compliance • Drive ethics and compliance continuous improvements To further heighten the focus on ethics and compliance, our Boards of Directors have Compliance Committees, which oversee the Global E&C department and maintain regular communications with our Chief Risk and Compliance Officer.
Our domestic U.S. 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.
Our domestic U.S. 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. 1.
Port Destinations and Exclusive Islands We operate a portfolio of port destinations and exclusive islands enabling us to offer exceptional experiences to 5.7 million guests by creating a wide variety of high-quality destinations that are uniquely tailored to our guests’ preferences. In addition, to secure preferential berth access to third-party ports, we enter into berthing agreements and commitments.
Port Destinations and Exclusive Islands We operate a portfolio of port destinations and exclusive islands enabling us to offer exceptional experiences to 6.5 million guests by creating a wide variety of high-quality destinations that are uniquely tailored to our guests’ preferences. In addition, to secure preferential berth access to third-party ports, we enter into berthing agreements and commitments.
Our travel agents’ relationships are generally not exclusive and travel agents generally receive a base commission, plus the potential of additional commissions, including discounts or complimentary tour conductor cabins, based on the achievement of pre-defined sales volumes. Travel agent partners are an integral part of our long-term cruise distribution network and are critical to our success.
Our travel agents’ relationships are generally not exclusive and travel agents generally receive a base commission, plus the potential of additional commissions, including discounts or complimentary tour conductor cabins, based on the achievement of pre-defined sales terms. Travel agent partners are an integral part of our long-term cruise distribution network and are critical to our success.
ALS cushion the flat bottom of a ship’s hull with air bubbles, which reduces the ship’s frictional resistance and the propulsive power required to drive the ship through the water, which generate approximately 5% savings in fuel consumption for propulsion and reductions in GHG emissions on ALS equipped ships when operating in a specific speed range.
ALS cushions the flat bottom of a ship’s hull with air bubbles, which reduces the ship’s frictional resistance and the propulsive power required to drive the ship through the water and generate approximately 5% savings in fuel consumption for propulsion and reductions in GHG emissions on ALS equipped ships when operating in a specific speed range.
The EU adopted a series of significant reforms as a part of its Fit for 55 package to meet its 2030 emissions reduction goal. The main instruments for reducing emissions are the Emissions Trading System (“ETS”), FuelEU Maritime initiative and the Energy Taxation Directive (“ETD”) as well as amendments to the alternative fuels infrastructure and renewable energy directives.
The EU adopted a series of significant reforms as a part of its Fit for 55 package to meet its 2030 emissions reduction goal. The main instruments for reducing emissions are the Emissions Trading System (“ETS”), FuelEU Maritime regulation and the Energy Taxation Directive (“ETD”) as well as amendments to the alternative fuels infrastructure and renewable energy directives.
Each brand in our portfolio meets the needs of a unique set of consumer psychographics and vacation needs which allows us to penetrate large addressable customer segments. The mobility of cruise ships enables us to move our vessels between regions in order to meet changing demand across different geographic areas.
Each brand in our portfolio meets the needs of a distinct set of consumer psychographics and vacation needs which allows us to penetrate large addressable customer segments. The mobility of cruise ships enables us to move our vessels between regions in order to meet changing demand across different geographic areas.
Risk Factors and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Form 10-K. 37
Risk Factors and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Form 10-K.
Achieving this goal will require energy sources and technologies that do not yet exist. While fossil fuels are currently the only scalable and commercially viable option for our industry, we are closely monitoring technology developments and pioneering important sustainability initiatives in the cruise industry.
Achieving this goal will require energy sources and technologies that do not yet exist at scale. While fossil fuels are currently the only scalable and commercially viable option for our industry, we are closely monitoring technology developments and pioneering important sustainability initiatives in the cruise industry.
Supply Chain To provide an exceptional cruise experience for our guests, we source significant quantities of goods and services from a global supply base. In addition, we incur significant capital expenditures for materials to support the refurbishment and enhancements of our vessels as well as to build new ships.
Suppliers To provide an exceptional cruise experience for our guests, we source significant quantities of goods and services from a global supply base. In addition, we incur significant capital expenditures for materials to support the refurbishment and enhancements of our vessels as well as to build new ships.
In 2023, we earned 34% of our cruise revenues from onboard and other revenue goods and services including: • Beverage sales • Internet and communication services • Casino gaming • Full-service spas • Shore excursions • Specialty restaurants • Retail sales • Art sales • Photo sales • Laundry and dry-cleaning services 12 X.
In 2024, we earned 34% of our cruise revenues from onboard and other revenue goods and services including: • Beverage sales • Internet and communication services • Casino gaming • Full-service spas • Shore excursions • Specialty restaurants • Retail sales • Art sales • Photo sales • Laundry and dry-cleaning services 12 X.
We approach our spend strategically and look for suppliers who demonstrate the ability to help us leverage our scale in terms of cost, quality, service, innovation and sustainability. Our supply base is diverse and many of our business partners provide goods and services across our portfolio of brands.
We approach our spend strategically and look for suppliers who demonstrate the ability to help us leverage our scale in terms of cost, quality, service, innovation and sustainability. Our supply base is diverse and many of our suppliers provide goods and services across our portfolio of brands.
Based on 2023 Cruise Industry News statistics, as of December 31, 2023, we, along with our principal cruise competitors Royal Caribbean Group, Norwegian Cruise Line Holdings, Ltd. and MSC Cruises, represented approximately 80% of the cruise industry capacity. 7 C. Our Global Cruise Business I.
Based on 2024 Cruise Industry News statistics, as of December 31, 2024, we, along with our principal cruise competitors Royal Caribbean Group, Norwegian Cruise Line Holdings, Ltd. and MSC Cruises, represented approximately 80% of the cruise industry capacity. 7 C. Our Global Cruise Business I.
Website Access to Carnival Corporation & plc SEC Reports We use our websites as channels of distribution of company information.
D. Website Access to Carnival Corporation & plc SEC Reports We use our websites as channels of distribution of company information.
Other Insurance We maintain property insurance covering our shoreside assets and casualty insurance covering liabilities to third parties arising from our hotel and transportation business, shore excursion operations and shoreside operations, including our port and related commercial facilities. We also maintain workers’ compensation, director’s and officer’s liability and other insurance coverages. XVIII.
Other Insurance We maintain property insurance covering our shoreside assets and casualty insurance covering liabilities to third parties arising from our hotel and transportation business, shore excursion operations and shoreside operations, including our port and related commercial facilities. We also maintain workers’ compensation, director’s and officer’s liability and other insurance coverages. XVII.
Among the activities identified as not incidental are income from the sale of air transportation, transfers, shore excursions and pre- and post-cruise land packages to the extent earned from sources within the U.S. 17 2.
Among the activities identified as not incidental are income from the 16 sale of air transportation, transfers, shore excursions and pre- and post-cruise land packages to the extent earned from sources within the U.S. 2.
We utilize local sales teams to motivate travel agents to support our products and services with competitive pricing, promotional policies and joint marketing and advertising programs. During 2023, no group of travel agencies under common control accounted for 10% or more of our revenues.
We utilize local sales teams to motivate travel agents to support our products and services with competitive pricing, promotional policies 13 and joint marketing and advertising programs. During 2024, no group of travel agencies under common control accounted for 10% or more of our revenues.
While we are experiencing stabilization in a number of supply markets and some easing of inflation, we continue to apply a number of different strategies to mitigate the impact of these challenges on our operations, including extending our demand planning, placing purchase orders earlier to secure supply, leveraging our enterprise scale through corporate-wide agreements, utilizing short-term or long-term contracts as needed, seeking alternative sources, utilizing substitute products and leveraging our supplier relationships.
While we have experienced stabilization in supply markets and easing of inflation, we continue to apply a number of different strategies to mitigate the impact of these challenges on our operations, including extending our demand planning, placing purchase orders earlier to secure supply, leveraging our enterprise scale through corporate-wide agreements, utilizing short-term or long-term contracts as needed, seeking alternative sources, utilizing substitute products and leveraging our supplier relationships.
If we see something wrong or that doesn’t seem right, we say something and trust our voices will be heard without fear of retaliation. • Respect & Protect - The health, safety and well-being of our people and the planet are vital.
If we see something wrong or that does not seem right, we say something and trust our voices will be heard without fear of retaliation. • Respect & Protect - The health, safety and well-being of our people and the planet are vital.
P&O Cruises (UK)’s fleet of premium ships deliver authentic travel experiences around the globe, combining style, quality and innovation with a sense of occasion and attention to detail, to create a truly memorable holiday. For over 180 years, the iconic Cunard fleet has perfected the timeless art of luxury ocean travel.
P&O Cruises (UK)’s fleet of premium ships deliver authentic travel experiences around the globe, combining style, quality and innovation with a sense of occasion and attention to detail, to create a truly memorable holiday. For nearly 185 years, the iconic Cunard fleet has perfected the timeless art of luxury ocean travel.
We’re empowered to take personal ownership and accountability to succeed, and we take pride in our work. • Improve - Our business is built on forward motion.
We are empowered to take personal ownership and accountability to succeed, and we take pride in our work. • Improve - Our business is built on forward motion.
Additionally, our investment in Celebration Key will support our efforts to design more energy efficient itineraries based on its strategic location and will be an important addition to our current portfolio of six corporate operated ports and destinations: • Puerta Maya in Cozumel, Mexico • Grand Turk Cruise Center in Turks & Caicos • Mahogany Bay in Isla Roatan, Honduras • Amber Cove in the Dominican Republic • Half Moon Cay, an exclusive island in The Bahamas • Princess Cays, an exclusive island in The Bahamas XI.
Additionally, our investment in Celebration Key will support our efforts to design more energy efficient itineraries based on its location and will be a strategic addition to our current portfolio of six owned or operated ports and destinations: • Puerta Maya in Cozumel, Mexico • Grand Turk Cruise Center in Turks & Caicos • Mahogany Bay in Isla Roatan, Honduras • Amber Cove in the Dominican Republic • RelaxAway, Half Moon Cay, an exclusive island in The Bahamas • Princess Cays, an exclusive island in The Bahamas XI.
The percentages of our shipboard and shoreside employees that are represented by collective bargaining agreements are 56% and 23%, respectively. We consider our employee and union relationships to be strong. A team of highly motivated and engaged employees is key to providing extraordinary cruise vacations.
The percentages of our shipboard and shoreside employees that are represented by collective bargaining agreements are 52% and 22%, respectively. We consider our employee and union relationships to be strong. A team of highly motivated and engaged employees is key to providing extraordinary cruise vacations.
Princess Cruises is The Love Boat®, the brand that introduced the world to the elegance and romance of modern-day cruising and has delivered dream vacations to millions of guests for over 55 years in the most sought-after destinations.
Princess Cruises is The Love Boat®, the brand that introduced the world to the elegance and romance of modern-day cruising and has delivered dream vacations to millions of guests for nearly 60 years in the most sought-after destinations.
In 2023, we held a variety of virtual and in-person trainings and educational programs to continue to support and develop our travel agent partners, including ship visits to familiarize our travel agent partners with our products and services. 13 All of our brands have internet booking engines to allow travel agents to book our cruises.
In 2024, we held a variety of trainings and educational programs to continue to support and develop our travel agent partners, including ship visits to familiarize our travel agent partners with our products and services. All of our brands have internet booking engines to allow travel agents to book our cruises.
Our multi-brand structure enhances our succession planning process. We continually strive to foster the professional development of management and team members. As a result, we have developed a very experienced and strong group of leaders, with their performance subject to ongoing monitoring and evaluation, as potential successors to our senior management, including our CEO. c.
Our multi-brand structure enhances our succession planning process. We continually strive to foster the professional development of management and team members. As a result, we have developed a very experienced and strong group of leaders, with their performance subject to ongoing monitoring and evaluation, as potential successors to our senior management, including our Chief Executive Officer (“CEO”). XV.
XIV. Human Capital Management and Employees Our shipboard and shoreside employees are sourced from approximately 150 countries. In 2023, we had an average of 92,000 employees onboard our ships, excluding employees on leave. Our shoreside operations had an annual average of 12,000 full-time and 2,000 part-time/seasonal employees.
XIV. Human Capital Management and Employees Our shipboard and shoreside employees are sourced from approximately 150 countries. In 2024, we had an average of 100,000 employees onboard our ships, excluding employees on leave. Our shoreside operations had an annual average of 12,000 full-time and 3,000 part-time/seasonal employees.
The EEXI has not had a material impact and the impact for CII is uncertain as the enforcement mechanism of the regulation is still to be defined.
The EEXI has not had a material impact and the impact for CII is uncertain as it remains under review and the enforcement mechanism of the regulation is still to be defined.
Ships Under Contract for Construction As of November 30, 2023, we have a total of 4 cruise ships expected to be delivered through 2025. Our ship construction contracts are with Fincantieri in Italy and Meyer Werft in Germany.
Ships Under Contract for Construction As of November 30, 2024, we have a total of six cruise ships expected to be delivered through 2033. Our ship construction contracts are with Fincantieri in Italy and Meyer Werft in Germany.
Our Boards of Directors have Health, Environment, Safety and Security (“HESS”) Committees, which were comprised of five independent directors as of November 30, 2023.
Our Boards of Directors have Health, Environment, Safety and Security (“HESS”) Committees, which were comprised of six independent directors as of November 30, 2024.
We value and respect the words and ideas of others, keeping an open mind, and learning from our successes and failures. • Communicate - We openly share our knowledge, skills and information across brands, functions and the entire company to further our collective success. Together we champion our purpose & mission, vision, values and company priorities.
We value and respect the words and ideas of others, keeping an open mind, and learning from our successes and failures. • Communicate - We openly share our knowledge, skills and information across brands, functions and the entire company to further our collective success.
To help ensure that we are compliant with legal and regulatory requirements and that these areas of our business operate in an efficient and effective manner, we have taken certain actions including, but not limited to: 19 • Providing regular health, environmental, safety and security support, training, guidance and information to guests, team members and others working on our behalf • Performing regular shoreside and shipboard audits and taking appropriate action when deficiencies are identified • Developing, reviewing, and working to improve policies and procedures designed to prevent, detect, respond and correct various regulatory violations and other misconduct • Supporting a comprehensive HESS incident investigation program that is designed to prevent re-occurrence, promote learning, and support continuous improvement 2.
In addition, we have a Chief Risk and Compliance Officer who leads the effort to promote and monitor a strong ethics and compliance culture throughout the company, including all areas of HESS. 18 To help ensure that we are compliant with legal and regulatory requirements and that these areas of our business operate in an efficient and effective manner, we have taken certain actions including, but not limited to: • Providing regular health, environmental, safety and security support, training, guidance and information to guests, team members and others working on our behalf • Performing regular shoreside and shipboard audits and taking appropriate action when deficiencies are identified • Developing, reviewing, and working to improve policies and procedures designed to prevent, detect, respond and correct various regulatory and other violations • Supporting a comprehensive HESS incident investigation program that is designed to prevent re-occurrence, promote learning, and support continuous improvement 2.
The VGP establishes effluent limits for specific discharges incidental to the normal operation of a vessel, many of which apply to our cruise ships. In addition to the requirements associated with these discharges and more stringent vessel-specific requirements, the VGP includes requirements for inspections, monitoring, reporting and record-keeping.
The VGP establishes effluent limits for specific discharges incidental to the normal operation of a vessel, many of which apply to our cruise ships. In addition to the requirements associated with these discharges and more stringent vessel-specific requirements, the VGP includes requirements for inspections, monitoring, reporting and record-keeping. The National Invasive Species Act (“NISA”) gives the U.S.
Shore power enables our ships to use shoreside electric power, where available, while in port rather than running their engines to power their onboard services, resulting in reduced engine emissions and noise in port.
Shore power enables our ships to use shoreside electric power, where available, while in port rather than running their engines to power their onboard services, resulting in reduced engine emissions and noise in port. We also pioneered the use of shore power in 2001.
Talent Development We believe in investing in our team members through the training and development of both shoreside and shipboard team members. We leverage a combination of virtual and in-person training to ensure that our teams are well-prepared to carry out their individual and collective responsibilities.
Talent Development We believe in investing in our team members through the training and development of both shoreside and shipboard team members. We facilitate trainings to ensure that our teams are well-prepared to carry out their individual and collective responsibilities.
Our compliance framework includes a Global Ethics and Compliance (“Global E&C”) department, which is led by our Chief Risk and Compliance Officer who leads the effort to promote and monitor a strong ethics and compliance culture throughout the company.
Ethics and Compliance We believe a strong ethics and compliance culture is imperative for the success of any company. Our compliance framework includes a Global Ethics and Compliance (“Global E&C”) department, which is led by our Chief Risk and Compliance Officer who leads the effort to promote and monitor a strong ethics and compliance culture throughout the company.
Priorities Ensure each of our world-class brands owns its space in the vacation market by delivering extraordinary experiences tailored to its guests. We understand vacation expectations and preferences vary widely among our diverse audience of potential guests.
Together we champion our purpose & mission, vision, values and company priorities. 5 Priorities Ensure each of our world-class brands owns its space in the vacation market by delivering extraordinary experiences tailored to its guests. We understand vacation expectations and preferences vary widely among our diverse audience of potential guests.
P&O Cruises (UK) is Britain’s largest cruise line, welcoming guests to extraordinary travel experiences designed in a distinctively British way - through a blend of discovery, relaxation and exceptional service catered towards British tastes.
P&O Cruises (UK) welcomes guests to extraordinary travel experiences designed in a distinctively British way - through a blend of discovery, relaxation and exceptional service catered towards British tastes.
These upgrades include the following elements designed to reduce both fuel usage and GHG emissions while also contributing to cost savings: • Comprehensive upgrades to each ship’s hotel HVAC systems • Technical systems upgrades on each ship • State-of-the-art LED lighting systems • Remote monitoring and optimization of energy usage and performance The Service Power Package upgrades are part of our ongoing energy efficiency investment program and are expected to further improve energy savings and reduce fuel consumption.
These upgrades include the following elements designed to reduce both fuel usage and GHG emissions while also contributing to cost savings: • Comprehensive upgrades to each ship’s hotel HVAC (heating, ventilation, and air conditioning) systems • LED lighting systems • Remote monitoring and optimization of energy usage and performance Service Power Package (or Power Saver Packs) upgrades are the main part of our ongoing energy efficiency investment program and are expected to further improve energy savings and reduce fuel consumption.
The certified biofuels used in these pilots offer environmental benefits compared to using fossil fuels alone through their lifecycle GHG reductions. These biofuels can be used in existing ship engines without modifications to the engine or fuel infrastructure, including on ships already in service.
We have successfully used biofuel as a replacement for fossil fuel on 6 ships. The certified biofuels used offer environmental benefits compared to using fossil fuels alone through their lifecycle GHG reductions. These biofuels can be used in existing ship engines without modifications to the engine or fuel infrastructure, including on ships already in service.
(b) Excluding LNG ships. 26 A key focus of our sustainability efforts is climate action, therefore, we have developed a four-part strategy to help us achieve our GHG intensity goals: • Fleet optimization: delivering larger, more efficient ships as part of our ongoing newbuild program, some of which may replace existing ships in our fleet • Energy efficiency: continuing to improve our existing fleet’s energy efficiency through investment in projects such as service power packages, air lubrication systems and expanding shore power capabilities • Itinerary efficiency: designing more energy-efficient itineraries, focusing on operational execution and investing in port and destination projects in strategic locations • New technologies and alternative fuels: investing in a first-of-its-kind lithium-ion battery storage system and assessing carbon capture and storage.
We have developed a four-part strategy to help us achieve our climate action goals as follows: • Fleet optimization: delivering larger, more efficient ships as part of our ongoing newbuild program, some of which may replace existing ships in our fleet • Energy efficiency: continuing to improve our existing fleet’s energy efficiency through investment in projects such as service power packages (or power saver packs), air lubrication systems and expanding shore power capabilities to leverage renewable energy sources while in port, where available • Itinerary efficiency: designing more energy-efficient itineraries, focusing on operational execution and investing in port and destination projects in strategic locations • New technologies and alternative fuels: investing in a first-of-its-kind lithium-ion battery storage system and assessing carbon capture and storage.
We are, or may in the future become, subject to other laws and regulations which require our compliance, including those addressing antitrust, anti-money laundering, bribery, corruption, data privacy, human rights, securities and sanctions, reporting on sustainability matters, as well as human resources related matters. XX.
We are, or may in the future become, subject to other laws and regulations which require our compliance, including those addressing antitrust, anti-money laundering, bribery, corruption, data privacy, human rights, securities and sanctions, reporting on sustainability matters, as well as human resources related matters. 23 XIX. Sustainability We strive to be a desirable workplace and a model global corporate citizen.
We measure and evaluate key drivers of guest loyalty and their satisfaction with our products and services that provide valuable insights about guests’ cruise experiences. We closely monitor our net promoter scores, which reflect the likelihood that our guests will recommend our brands’ cruise products and services to friends and family, including those new-to-cruise.
We proactively gather and evaluate guest feedback about their cruise experiences for valuable insights on key drivers of guest loyalty and satisfaction, with a focus on continuous improvement. We closely monitor our net promoter scores, which reflect the likelihood that our guests will recommend our brands’ cruise products and services to friends and family, including those new-to-cruise.
This lead time allows us to manage our prices in relation to demand for available cabins through our revenue management capabilities and other initiatives. 11 The cruise ticket price typically includes the following: • Accommodations • Most meals, including snacks at numerous venues • Access to amenities such as swimming pools, water slides, water parks, whirlpools, a health club, and sun decks • Childcare and supervised youth programs • Entertainment, such as theatrical and comedy shows, live music and nightclubs • Visits to multiple destinations We offer value added packages to induce ticket sales to guests and groups and to encourage the advance purchase of certain onboard items.
The cruise ticket price typically includes the following: • Accommodations • Most meals, including snacks at numerous venues • Access to amenities such as swimming pools, water slides, water parks, whirlpools, a health club, and sun decks • Childcare and supervised youth programs • Entertainment, such as theatrical and comedy shows, live music and nightclubs • Visits to multiple destinations 11 We offer value added packages to induce ticket sales to guests and groups and to encourage the advance purchase of certain onboard items.
Carnival Corporation & plc Passengers Carried (in thousands) 2023 2022 2021 Brands’ Main Source Market(s) United States and Canada 7,410 5,140 660 Carnival Cruise Line, Cunard, Holland America Line, Princess Cruises and Seabourn Continental Europe 2,590 1,610 390 AIDA and Costa United Kingdom 970 660 170 Cunard and P&O Cruises (UK) Australia and New Zealand 940 230 0 Carnival Cruise Line, P&O Cruises (Australia) and Princess Cruises Other 550 90 10 Total 12,460 7,730 1,220 Data for 2022 and 2021 is not representative of a full year of operations.
Passengers Carried by Principal Source Geographic Areas Carnival Corporation & plc Passengers Carried (in thousands) 2024 2023 2022 Brands’ Main Source Markets United States and Canada 7,938 7,410 5,140 Carnival Cruise Line, Cunard, Holland America Line, Princess Cruises and Seabourn Continental Europe 2,702 2,590 1,610 AIDA and Costa United Kingdom 1,087 970 660 Cunard and P&O Cruises (UK) Australia and New Zealand 1,027 940 230 Carnival Cruise Line, P&O Cruises (Australia) and Princess Cruises Other 754 550 90 Total 13,509 12,460 7,730 Data for 2022 is not representative of a full year of operations.
In 2021, we established goals for 2030 which incorporate six focus areas listed below that align with elements of the United Nation’s Sustainable Development Goals and build on the momentum of our successful achievement of our 2020 sustainability goals.
In 2021, we established goals for 2030 which incorporate six focus areas listed below that align with elements of the United Nation’s Sustainable Development Goals and build on the momentum of our successful achievement of our 2020 sustainability goals. Since then, we have achieved several goals ahead of schedule, accelerated the timeline of others and established intermediate goals.
VII. Cruise Pricing and Payment Terms Each of our cruise brands establishes pricing for the upcoming seasons which are made available primarily through the internet, although published materials and electronic communications are also used. Our brands have multiple pricing levels that vary by source market, category of guest accommodation, ship, season, duration and itinerary.
Cruise Pricing and Payment Terms Each of our cruise brands establishes pricing for the upcoming seasons which are made available primarily through the internet, although published materials and electronic communications are also used. Prices vary depending on a number of factors, including the source market, category of guest accommodation, ship, season, duration and itinerary.
Upon completion, these upgrades are expected to deliver an average of 5-10% fuel savings per ship. We have nine Air Lubrication Systems (“ALS”) currently operating in our fleet and have additional installations in progress and planned for the future.
Upon completion, these upgrades are expected to deliver approximately 5% fuel savings per ship. We have ten Air Lubrication Systems (“ALS”) operating in our fleet as of November 30, 2024 and have additional installations in progress and planned for the future.
If we violate or fail to comply with any of these laws, regulations, treaties and other requirements, we could be fined or otherwise sanctioned by regulators. We are committed to complying with, or exceeding, all relevant requirements.
These requirements change frequently, depending on the itineraries of our ships and the ports and countries visited. If we violate or fail to comply with any of these laws, regulations, treaties and other requirements, we could be fined or otherwise sanctioned by regulators. We are committed to complying with, or exceeding, all relevant requirements.
In addition, the UK plans to include domestic shipping under its national ETS beginning in January 2026. To date, they have not defined if the domestic legs or port calls of ships engaged in international voyages will be included.
In addition, the UK plans to include domestic shipping under its national ETS beginning in January 2026. To date, they have proposed that the domestic legs and port calls of ships engaged in international voyages will be included, consultations with stakeholders is ongoing.
To fulfill our purpose & mission, and in the process achieve outstanding guest satisfaction levels, industry-leading demand and improved pricing, each of our brands must carve out a distinct identity for delivering cruise experiences.
To fulfill our purpose & mission, and in the process achieve outstanding guest satisfaction levels, industry-leading demand and improved pricing, each of our brands must carve out a distinct identity for delivering cruise experiences. Our brands must effectively market their uniqueness to existing and potential guests and deliver on their promise across the entire guest journey.
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. Companies to which the tonnage tax regime applies pay corporation taxes on profits calculated by reference to the net tonnage of qualifying ships.
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 the UK tonnage tax regime under a rolling ten-year term and, accordingly, reapply every year.
General Our ships are regulated by numerous international, national, state and local laws, regulations, treaties and other legal requirements, as well as voluntary agreements, which govern health, environmental, safety and security matters in relation to our guests, crew and ships. These requirements change frequently, depending on the itineraries of our ships and the ports and countries visited.
XVIII. Governmental Regulations a. Maritime Regulations 1. General Our ships are regulated by numerous international, national, state and local laws, regulations, treaties and other legal requirements, as well as voluntary agreements, which govern health, environmental, safety and security matters in relation to our guests, crew and ships.
Princess combines extraordinary large ship amenities with elite service personalization and simplicity to create meaningful connections and unforgettable moments in the most incredible settings across the globe. Holland America Line has been exploring the world for over 150 years and pioneered cruising in Alaska and Yukon. Its fleet offers an ideal mid-sized ship experience.
Princess combines extraordinary large ship amenities with elite service personalization and simplicity to create meaningful connections and unforgettable moments in the most incredible settings across the globe. Holland America Line has been exploring the world for over 150 years with expertly crafted itineraries, extraordinary service and genuine connections to destinations.
We celebrate our diverse team of over 160,000 team members representing approximately 150 countries and are committed to providing a welcoming and inclusive environment where people from different backgrounds, experiences and walks of life can succeed. We care deeply for our team members and must always cultivate an atmosphere of openness, respect and trust.
Become travel and leisure’s employer of choice. We celebrate our diverse team of over 160,000 team members representing approximately 150 countries and are committed to providing a welcoming and inclusive environment where people from different backgrounds, experiences and walks of life can succeed.
UK corporation tax is not chargeable under the normal UK tax rules on these brands’ relevant shipping income. Relevant shipping income includes income from the operation of qualifying ships and from shipping related activities.
Companies to which the tonnage tax regime applies pay corporation taxes on profits calculated by reference to the net tonnage of qualifying ships. UK corporation tax is not chargeable under the normal UK tax rules on these brands’ relevant shipping income. Relevant shipping income includes income from the operation of qualifying ships and from shipping related activities.
Our disclosures report our emissions, including methane slip, as part of our total GHG emissions (reported as CO 2 e) using the 100-year GWP and are measured on a tank-to-wake basis.
There are varying views on measuring LNG’s environmental impact and our disclosures report our emissions, including methane slip, as part of our total GHG emissions (reported as CO 2 e) using the scientifically accepted 100-year global warming potential (“GWP”) time frame and are measured on a tank-to-wake basis.
Global Minimum Tax In December 2021, 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.
Substantially all of AIDA’s earnings are exempt from German income taxes by virtue of the Germany/Italy income tax treaty. d . 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.
We’re determined to lead the way in sustainable cruising by promoting positive climate action, contributing to a circular economy, partnering with the communities we sail to and from and reducing our environmental footprint.
Without the incredible communities and scenic spaces we operate in, our purpose & mission of inspiring unforgettable happiness would be impossible. We are determined to lead the way in sustainable cruising by promoting positive climate action, contributing to a circular economy, partnering with the communities we sail to and from and reducing our environmental footprint.
To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached.
To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply and cost challenges that must be resolved before viability is reached. Without clarity on low and zero carbon fuel availability, we are not currently able to make absolute emissions reduction commitments along a prescribed timeline.
Passenger Capacity by Ocean Going Vessels Passenger Capacity as of December 31 (a) (b) Calendar Year Global Cruise Industry (c) Carnival Corporation & plc 2019 589,820 254,010 2020 607,500 246,450 2021 636,270 253,950 2022 663,970 259,060 2023 701,110 263,300 2024 733,690 270,070 2025 769,150 274,380 2026 789,860 274,380 (a) 2024-2026 data is estimated based on announced newbuilds and ship retirements and does not include an estimate for unannounced ship retirements.
Passenger Capacity by Ocean Going Vessels Passenger Capacity as of December 31 (a) (b) Calendar Year Global Cruise Industry (c) Carnival Corporation & plc 2021 636,270 253,950 2022 663,970 259,060 2023 701,110 263,300 2024 733,010 269,970 2025 777,700 272,380 2026 801,450 272,380 2027 823,630 277,710 (a) 2025-2027 data is estimated based on announced newbuilds and ship retirements.
Cruise Programs Carnival Corporation & plc Percentage of Passenger Capacity by Itinerary 2024 2023 2022 Caribbean 33 % 31 % 34 % Europe without Mediterranean 17 17 20 Mediterranean 14 15 18 Alaska 6 7 8 Australia and New Zealand 7 7 3 Other 23 24 18 100 % 100 % 100 % Data for 2022 is not representative of a full year of operations.
VI. Cruise Programs Carnival Corporation & plc Percentage of Passenger Capacity by Itinerary 2025 2024 2023 Caribbean 34 % 34 % 31 % Europe without Mediterranean 16 17 17 Mediterranean 14 13 15 Alaska 6 6 7 Australia and New Zealand 6 7 7 Other 24 23 24 100 % 100 % 100 % VII.
We are working closely with our engine manufacturers and other technology providers to further mitigate methane slip and we are part of the Methane 27 Abatement in Maritime Innovation Initiative (“MAMII”), where we are partnering with other major maritime players to seek solutions for this challenge. We are also evaluating options to remove unburnt methane from exhaust streams.
We are part of the Methane Abatement in Maritime Innovation Initiative, partnering with other major maritime players to find solutions for this challenge, including evaluating options to remove unburnt methane from exhaust streams.
In addition, the framework introduces checkpoints in 2030 and 2040 that seek reductions in the absolute GHG emissions from international shipping by at least 20% and 70%, respectively, compared to 2008.
The IMO Strategy includes checkpoints in 2030 and 2040 that seek reductions in the absolute GHG emissions from international shipping by at least 20% and 70%, respectively, compared to 2008. It also includes a target of a 40% reduction in CO 2 emissions intensity by 2030 compared to 2008.
In 2023, the IMO adopted its 2023 Strategy on Reduction of GHG Emissions from Ships (“IMO Strategy”) that would require international shipping to reduce total GHG emissions on a well-to-wake basis to net zero by or around 2050.
The IMO’s 2023 Strategy on Reduction of GHG Emissions from Ships (“IMO Strategy”) strives to peak GHG emissions from international shipping as soon as possible and to reach net zero GHG emissions on a well-to-wake basis by or around 2050.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFossil fuels are currently the only viable option for our industry and it is not clear when alternative fuels or other technologies will be commercially viable. To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached.
Biggest changeTo provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached. Climate change-related regulatory activity and developments that require us to reduce our emissions, which includes both the EU regulations and IMO Strategy (refer to XVIII.
In addition to the risk factors below, additional or unforeseen effects from our substantial debt balance incurred during the pause of our guest cruise operations could give rise to or amplify many of the risks discussed below.
In addition to the risk factors below, additional or unforeseen effects from our substantial debt balance incurred during the pause of our guest cruise operations could give rise to additional risks or amplify many of the risks discussed below.
In addition, certain ports and destinations have faced a surge of both cruise and non-cruise tourism and in certain destinations, countermeasures to limit the number of tourists have been contemplated and/or put into effect, including proposed limits on cruise ships and cruise guests.
In addition, certain ports and destinations have faced a surge of both cruise and non-cruise tourism and in certain destinations, countermeasures to limit the number of tourists have been proposed or contemplated and/or put into effect, including limits on cruise ships and cruise guests.
If we are not able to refinance our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt. Refer to Liquidity, Financial Condition and Capital Resources. b. Our substantial debt could adversely affect our financial health and operating flexibility.
If we are not able to refinance our 30 debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt. Refer to Liquidity, Financial Condition and Capital Resources. b. Our substantial debt could adversely affect our financial health and operating flexibility.
Inability to meet or achieve our targets, goals, aspirations, initiatives, and our public statements and disclosures regarding them, including those that are related to sustainability matters, may expose us to risks that may adversely impact our business. We have developed and will continue to establish targets, goals, aspirations, and other objectives, including those related to sustainability matters (“sustainability objectives”).
Inability to meet or achieve our targets, goals, aspirations, initiatives, and our public statements and disclosures regarding them, including those related to sustainability matters, may expose us to risks that may adversely impact our business. We have developed and will continue to establish targets, goals, aspirations, and other objectives, including those related to sustainability matters (“sustainability objectives”).
If our sustainability practices do not meet, or are perceived to fall short of, the expectations of our guests, team members, investors or other stakeholders, demand for cruising, our reputation, our ability to attract or retain team members, and our attractiveness as an investment could be negatively impacted.
If our sustainability practices do not meet, are adverse to, or are perceived to fall short of, the expectations of our guests, team members, investors or other stakeholders, demand for cruising, our reputation, our ability to attract or retain team members, and our attractiveness as an investment could be negatively impacted.
We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action and other general concerns.
We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and security of travel, including pandemics, government travel advisories and travel restrictions, political instability and civil unrest, terrorist attacks, war and military action and other general concerns.
Our substantial debt could, among other things: • require us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • increase our vulnerability to adverse general economic or industry conditions; • limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; • limit our ability to pay dividends or distributions on or redeem or repurchase capital stock and make other restricted payments; • place us at a disadvantage compared to others that have less debt; • make us more vulnerable to downturns in our business, the economy or the industry in which we operate; 42 • limit our ability to raise additional debt or equity capital in the future to satisfy our requirements relating to working capital, capital expenditures, development projects, strategic initiatives or other purposes; • restrict us from introducing new technologies or exploiting business opportunities; • make it difficult for us to satisfy our obligations with respect to our debt; and • expose us to the risk of increased interest rates as certain of our borrowings are (and may be in the future) at a variable rate of interest.
Our substantial debt could, among other things: • require us to dedicate a large portion of our cash flow from operations to servicing debt and funding repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • increase our vulnerability to adverse general economic or industry conditions; • limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; • limit our ability to pay dividends or distributions on or redeem or repurchase stock and make other restricted payments; • place us at a disadvantage compared to others that have less debt; • make us more vulnerable to downturns in our business, the economy or the industry in which we operate; • limit our ability to raise additional debt or equity capital in the future to satisfy our requirements relating to working capital, capital expenditures, development projects, strategic initiatives or other purposes; • restrict us from introducing new technologies or exploiting business opportunities; • make it difficult for us to satisfy our obligations with respect to our debt; and • expose us to the risk of increased interest rates as certain of our borrowings are (and may be in the future) at a variable rate of interest.
These statements reflect our current plans and do not constitute a guarantee that they will be achieved. With respect to our sustainability objectives, our efforts to research, establish, accomplish, and accurately report on these objectives expose us to numerous operational, reputational, financial, legal, and other risks, any of which could have a negative impact on our business.
These statements reflect our current plans and do not constitute a guarantee that they will be achieved. Our efforts to research, establish, accomplish, and accurately report on our sustainability objectives expose us to numerous operational, reputational, financial, legal, and other risks, any of which could have a negative impact on our business.
In addition, we may be unable to obtain appropriate technology in a timely manner or at all or we may incur significant costs in doing so. A failure to adopt the appropriate technology, or a failure, disruption or obsolescence in the technology that we do adopt, could have adverse effects on our business. h.
In addition, we may be unable to obtain appropriate technology in a timely manner or at all or we may incur significant costs in doing so. A failure to adopt the appropriate technology, or a failure, disruption or obsolescence in the technology that we do adopt, could have adverse effects on our business. g.
Potential restrictions in ports and destinations could limit the itinerary and destination options we can offer our guests going forward. m. Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests.
Potential restrictions in ports and destinations could limit the itinerary and destination options we can offer our guests going forward. l. Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests.
Incidents involving cruise ships, including disease outbreaks on our ships and increasing demand as a result of the industry’s projected growth could negatively impact our ability to recruit, develop and retain sufficient qualified shipboard team members. i.
Incidents involving cruise ships, including disease outbreaks on our ships and increasing demand as a result of the industry’s projected growth could negatively impact our ability to recruit, develop and retain sufficient qualified shipboard team members. h.
In addition, global events in recent years have resulted in widespread global supply chain disruptions to vendors including critical supply chain shortages, labor shortages, significant material cost inflation and extended lead times for items that are required for our operations.
In addition, global events in recent years have resulted in widespread global supply chain disruptions to suppliers including critical supply chain shortages, labor shortages, significant material cost inflation and extended lead times for items that are required for our operations.
In addition, these and any other events which impact the travel industry more generally may negatively impact our guests’ and/or crew’s ability or desire to travel to or from our ships and/or interrupt the supply of critical goods and services. d.
In addition, these and any other events which impact the travel industry more generally may negatively impact our guests’ and/or crew’s ability or desire to travel to or from our ships and/or interrupt the supply of critical goods and services. c.
At times we have and may in the future experience difficulty in hiring sufficient qualified team members, due to general macroeconomic factors and/or increasingly competitive labor markets. In addition, we hire a significant number of qualified shipboard team members each year and, thus, our ability to adequately recruit, develop and retain these individuals is critical to our success.
At times we have, and may in the future continue to, experience difficulty in hiring sufficient qualified team members, due to general macroeconomic factors and/or increasingly competitive labor markets. In addition, we hire a significant number of qualified shipboard team members each year and, thus, our ability to adequately recruit, develop and retain these individuals is important to our success.
Environmental scrutiny of our operations and the industry from the investment community, other stakeholders, and the media have impacted and may continue to impact how we are perceived, which may have a material impact on our operations and financial results.
Environmental scrutiny of our operations and the industry from the investment community, other stakeholders, and the media (including social media) have impacted and may continue to impact how we are perceived, which may have a material impact on our operations and financial results.
Any such interruptions to our supply chain could increase our costs and could limit the availability of products critical to our operations. 41 k. Fluctuations in foreign currency exchange rates may adversely impact our financial results. We earn revenues, pay expenses, purchase and own assets and incur liabilities in currencies other than the U.S. dollar.
Any such interruptions to our supply chain could increase our costs and could limit the availability of products critical to our operations. j. Fluctuations in foreign currency exchange rates may adversely impact our financial results. We earn revenues, pay expenses, purchase and own assets and incur liabilities in currencies other than the U.S. dollar.
There are a limited number of shipyards with the capability and capacity to build, repair, maintain and/or upgrade our ships, which may limit our ability to meet our capacity growth objectives.
There are a limited number of shipyards with the capability and capacity to build, repair, maintain and/or upgrade our ships, which may limit our ability to meet our capacity growth or ship refurbishment objectives.
These effects may also disrupt the supply of critical goods and services to our facilities and ships. Any of these events could have a material impact on our business and profitability. f.
These effects may also disrupt the supply of critical goods and services to our facilities and ships. Any of these events could have a material impact on our business and profitability. e.
Similarly, our failure or perceived failure to pursue, meet or fulfill our targets, goals, aspirations, and other objectives (including sustainability objectives) within the timelines we announce, or at all, could have the same negative impacts as well as expose us to government enforcement actions and private litigation. g.
Similarly, our pursuit, or our failure or perceived failure to pursue, meet or fulfill our targets, goals, aspirations, and other objectives (including sustainability objectives) within the timelines we announce, or at all, could have the same negative impacts as well as expose us to government enforcement actions and private litigation. f.
Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and have in the past and may, in the future, lead to litigation, enforcement actions, fines, penalties and reputational damage.
Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and lead to litigation, enforcement actions, fines, penalties and reputational damage.
Implementing these and any subsequent requirements may be costly and take time to implement across our global cruise operations. In addition, the accelerating pace of regulatory changes may affect our ability to comply in the future.
Implementing these and any subsequent requirements have been, and may in the future continue to be costly and take time to implement across our global cruise operations. In addition, the accelerating pace of regulatory changes may affect our ability to comply in the future.
Such activity may also impact us indirectly by increasing our operating costs, including fuel costs. Regulatory developments may also result in the 39 inability to operate ships that do not meet certain standards, the acceleration of the removal of less fuel-efficient ships from our fleet and impact the resale value of our ships in the future.
Such activity has impacted and may continue to impact us indirectly by increasing our operating costs, including fuel costs. Regulatory developments may also result in the inability to operate ships that do not meet certain standards, the acceleration of the removal of less fuel-efficient ships from our fleet and impact the resale value of our ships in the future.
We may be impacted by increases in capacity in the cruise and land-based vacation industry, which may result in capacity growth beyond demand, either globally or for a region, or for a particular itinerary.
We have been and may in the future be impacted by increases in capacity in the cruise and land-based vacation industry, which may result in capacity growth beyond demand, either globally or for a region, or for a particular itinerary.
Additionally, our shipbuilding contracts are typically denominated in euros. Movements in foreign currency exchange rates, which have recently been more volatile, will affect our financial results. l. Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our cruise sales, pricing and destination options.
Additionally, our shipbuilding contracts are typically denominated in euros. Movements in foreign currency exchange rates, which at times have been more volatile, will affect our financial results. k. Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our cruise sales, pricing and destination options.
In addition, we may be impacted by unforeseen events, such as work stoppages, supply chain issues, insolvencies, “force majeure” events or other financial difficulties experienced by shipyards, their subcontractors and our suppliers.
In addition, we have in the past and may in the future be impacted by unforeseen events, such as work stoppages, supply chain issues, insolvencies, “force majeure” events or other financial difficulties experienced by shipyards, their subcontractors and our suppliers.
Such incidents include, but are not limited to, the improper operation or maintenance of ships, motorcoaches and trains; guest and crew illnesses; mechanical failures, fires and 38 collisions; repair delays, groundings and navigational errors; oil spills and other maritime and environmental issues as well as other incidents at sea, while in port or on land which may generate negative publicity or cause guest and crew discomfort, injury, or death.
Such incidents include, but are not limited to, the improper operation or maintenance of ships, motorcoaches and trains; guest and crew illnesses; mechanical failures, fires and collisions; repair delays, groundings and navigational errors; oil spills and other maritime and environmental issues as well as other incidents at sea, while in port or on land, which have in the past and may in the future generate negative publicity or cause voyage disruptions or changes in itineraries, guest and crew discomfort, injury, or death.
Growing concerns regarding climate change have resulted in increased global regulatory focus on GHG and other emissions which may have material impacts on our business. Refer to XIX. Governmental Regulations for additional discussion of recent developments related to Maritime Regulations, Greenhouse Gas Emissions and EU Regulations.
Growing concerns regarding climate change have resulted in increased global regulatory focus on GHG and other emissions which have impacted us and may in the future have material impacts on our business. Refer to XVIII. Governmental Regulations for additional discussion of recent developments related to Maritime Regulations, Greenhouse Gas Emissions and EU Regulations.
Breach or circumvention of our 40 systems or the systems of third parties, including by ransomware or malware, through vulnerabilities in licensed software or hardware, or as a result of other attacks, has led to and may continue to lead to disruptions in our business operations; unauthorized access to (or the loss of company access to) competitively sensitive, confidential or other critical data (including sensitive financial, medical or other personal or business information) or systems; loss of customers; financial losses; regulatory investigations, enforcement actions and fines; litigation; reputational damage; and misuse or corruption of critical data and proprietary information, any of which could be material.
Breach or circumvention of our systems or the systems of third parties, including by ransomware or malware, through vulnerabilities in licensed software or hardware, generative artificial intelligence (“AI”) impersonation, targeted and coordinated attacks of our systems or as a result of other attacks, have led to and may continue to lead to disruptions in our business operations; unauthorized access to (or the loss of company access to) competitively sensitive, confidential or other critical data (including sensitive financial, medical or other personal or business information) or systems; loss of customers; financial losses; regulatory investigations, enforcement actions, fines and penalties; litigation; reputational damage; and misuse or corruption of critical data and proprietary information, any of which could be material.
Governmental Regulations), may individually or collectively have a material impact on our business and financial results by requiring us to make capital investments in new equipment or technologies, pay for emissions, purchase carbon offset credits, or otherwise incur additional costs or take additional actions related to our emissions.
Governmental Regulations), have impacted us and may in the future have a material impact on our business and financial results by requiring us to make capital investments in new equipment or technologies, pay for emission allowances, purchase carbon offset credits, or otherwise incur additional costs or take additional actions related to our emissions.
Increases in airfares, such as those resulting from increases in the price of fuel, would increase our guests’ overall vacation costs and could reduce demand for cruises, as many of our guests depend on airlines to transport them to or from the airports near the ports where our cruises embark and disembark.
Increases in airfares, such as those resulting from increases in the price of fuel, have in the past and may in the future increase our guests’ overall vacation costs and reduce demand for cruises, as many of our guests depend on airlines to transport them to or from the airports near the ports where our cruises embark and 29 disembark.
Our offices, information technology operations, system networks and various remote work locations may be impacted by actual or threatened natural disasters (for example, hurricanes, earthquakes, floods, fires, tornadoes, tsunamis and typhoons) or other disruptive events.
Our physical work locations, including those that house our information technology operations, system networks and various other remote locations may be impacted by actual or threatened natural disasters (for example, hurricanes, earthquakes, floods, fires, tornadoes, tsunamis and typhoons) or other disruptive events.
Refer to Operational Risk Factor “e.” for additional discussion on the impact of climate change and regulation changes on fuel costs. j. We rely on supply chain vendors who are integral to the operations of our businesses. These vendors and service providers may be unable to deliver on their commitments, which could negatively impact our business.
Refer to Operational Risk Factor “d.” for additional discussion on the impact of climate change and regulation changes on fuel costs. i. We rely on suppliers who are integral to the operations of our businesses. These suppliers and service providers may be unable to deliver on their commitments, which could negatively impact our business.
Our business may face increased scrutiny from our guests, our team members, the investment community, governments, regulators, destinations and other stakeholders that we serve related to our sustainability activities, including the sustainability objectives that we adopt, our methodologies and timelines for pursuing them and our ability to document and support the achievement of those objectives.
Our business may face increased scrutiny from our guests, our team members, the investment community, governments, regulators, destinations and other stakeholders that we serve related to our sustainability activities, including the sustainability objectives that we adopt, our methodologies and timelines for pursuing them and our ability to document and support the 28 achievement of those objectives, as their expectations for such matters continue to evolve.
We rely on supply chain vendors to deliver key products to the operations of our businesses around the world. Any event impacting a vendor’s ability to deliver quality goods at the location and time needed could negatively impact our ability to operate our business.
We rely on suppliers to deliver key products and services to the operations of our businesses around the world. Any event impacting a supplier’s ability to deliver quality goods and services at the location and time needed could negatively impact our ability to operate our business.
Factors associated with climate change, including evolving and increasing regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could adversely affect our business.
Factors associated with climate change, including evolving and increasing regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could have a material impact on our business.
Examples of such factors include the availability and costs of low- or non-GHG emission energy sources and technology, evolving regulatory requirements affecting sustainability standards or disclosures, the availability of future financing and the availability of suppliers that can meet our sustainability standards.
Examples of such factors include the availability and costs of low- or non-GHG emission energy sources and technology that do not yet exist at scale for our industry, evolving regulatory requirements affecting sustainability standards or disclosures, the availability of future financing and the availability of suppliers that can meet our sustainability standards.
The resulting impacts of these events, including supply chain disruptions, increased fuel prices, impact on demand for cruises to neighboring regions and international sanctions and other measures that have been imposed, have adversely affected, and may continue to adversely affect, our business.
The resulting impacts of these events, including a pause of our guest cruise 26 operations, supply chain disruptions, increased fuel prices, impact on demand for cruises to neighboring regions and international sanctions and other measures that have been imposed, have significantly adversely affected, and may in the future significantly adversely affect, our business.
Breaches in data security and lapses in data privacy as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and may lead to reputational damage.
Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology have adversely impacted and may in the future materially adversely impact our business operations, the satisfaction of our guests and crew and may lead to fines, penalties and reputational damage.
Events and conditions around the world, including geopolitical uncertainty, war and other military actions, inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel have led, and may in the future lead, to a decline in demand for cruises as well as negative impacts to our operating costs and profitability.
Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts on our financial condition and operations.
If we breach the covenants or restrictions in our debt instruments, we could be in default under the terms of certain of our debt instruments and may be required to seek covenant amendments or the relevant creditors could elect to declare the debt, together with accrued and unpaid interest and other fees, if any, immediately due and payable (or cancel any unfunded commitments, if applicable) and proceed against the collateral, if any, securing that debt.
If that occurs, we may be required to seek covenant amendments or the relevant creditors could elect to declare the debt, together with accrued and unpaid interest and other fees, if any, immediately due and payable (or cancel any unfunded commitments, if applicable) and proceed against the collateral, if any, securing that debt.
The application of these rules continues to evolve, and its outcome may alter our tax obligations in certain countries in which we operate. Other changes in domestic and international tax rules and regulations and their application could also alter our tax obligations. e.
The application of these rules continues to evolve, and its outcome may alter our tax obligations in certain countries in which we operate. Refer to XVII. Taxation for additional discussion on the OECD’s rules. Other changes in domestic and international tax rules and regulations and their application could also alter our tax obligations. 27 d.
We have been and may continue to be impacted by breaches in data security and lapses in data privacy, which occur from time to time. These can vary in scope and intent from motivated driven attacks to malicious attacks intended to disrupt or compromise our shoreside and shipboard operations by targeting our key operating systems.
We have been and may continue to be impacted by cybersecurity incidents and data privacy breaches, which occur from time to time. These malicious attacks can vary in scope and aim to disrupt or compromise our shoreside and shipboard operations by targeting our key operating systems or those of our third-party service providers.
In addition, regulatory developments may restrict or limit our access to certain destinations and/or countries or impact our freedom to operate. Regulatory efforts, both internationally and in the U.S., are evolving, including the international alignment of such efforts, and we cannot determine what final regulations will be enacted or their ultimate impact on our business.
Regulatory efforts, both internationally and in the U.S., are evolving, including the international alignment of such efforts, and we cannot determine what final regulations will be enacted, modified, or reversed or what their ultimate impact on our business will be.
Certain of our indebtedness accrues interest at variable rates, which subjects us to interest rate volatility with respect to such instruments and could cause our debt service obligations to increase significantly.
Certain of our indebtedness accrues interest at variable rates, which subjects us to interest rate volatility with respect to such instruments and could cause our debt service obligations to increase significantly. If we breach the covenants or restrictions in our debt instruments, we could trigger a default under the terms of certain of our debt instruments.
Additionally, we may rely on third parties in helping us to implement and manage our cyber security risk management processes. Any measures that we take and such third parties take to avoid, detect, mitigate or recover from material cyber security threats or incidents can be expensive, and may be insufficient, circumvented, or may become ineffective.
Any measures that we take and such third parties take to avoid, detect, mitigate or recover from material cybersecurity threats or incidents can be expensive, and may be insufficient, circumvented, or may become ineffective.
Various governments, agencies and regulatory organizations have enacted or are considering new rules and regulations and we expect to continue to incur costs to comply with these rules and regulations. In the course of doing business, we collect guest, team member, company and other third-party data, including personal and other sensitive data.
We are subject to laws and requirements related to the treatment and protection of personal, sensitive and/or other regulated data in the jurisdictions where we operate. Various governments, agencies and regulatory organizations have enacted or are considering new rules and regulations and we expect to continue to incur costs to comply with these rules and regulations.
We face competition from other cruise brands on the basis of overall experience, destinations, types and sizes of ships and cabins, travel agent partner preferences and value. We also compete with land-based vacation alternatives throughout the world on the basis of overall experience, destinations and value.
We also compete with land-based vacation alternatives throughout the world on the basis of overall experience, destinations and value.
We may be impacted by adverse changes in the perceived or actual economic climate, such as inflation, global or regional recessions, higher unemployment and underemployment rates and declines in income levels. b. Pandemics have in the past and may in the future have a significant negative impact on our financial condition and operations.
We may be impacted by adverse changes in the perceived or actual economic climate, such as inflation, global or regional recessions, higher unemployment and underemployment rates and declines in income levels. b. Incidents concerning our ships, guests or the cruise industry may negatively impact the satisfaction of our guests and crew and lead to reputational damage.
Refer to Operational Risk Factor “e.” below for additional discussion on climate change regulation risks. We are subject to laws and requirements related to the treatment and protection of personal, sensitive and/or other regulated data in the jurisdictions where we operate.
Refer to Operational Risk Factor “d.” below for additional discussion on climate change regulation risks. In the course of doing business, we collect guest, team member, company and other third-party data, including personal and other sensitive data.
These tax laws, regulations and treaties are subject to change at any time, which may result in substantially higher tax expense. For example, the OECD’s multi-jurisdictional inclusive framework is intended to address the tax challenges arising from globalization, which includes the establishment of a minimum 15% tax rate for multinational enterprises.
These tax laws, regulations and treaties are subject to change at any time, which may result in substantially higher tax expense. For example, the implementation of the OECD’s rules will affect Carnival plc and its subsidiaries beginning in fiscal 2025 and Carnival Corporation and certain of its subsidiaries beginning in fiscal 2026.
Incidents concerning our ships, guests or the cruise industry have in the past and may, in the future, negatively impact the satisfaction of our guests and crew and lead to reputational damage. Our operations involve the risk of incidents and media coverage thereof.
Our operations involve the risk of incidents and media coverage thereof.
Removed
Pandemics have in the past and may in the future have a significant negative impact on our financial condition and operations.
Added
Fossil fuels are currently the only viable option for our industry and it is not clear when alternative fuels or other technologies will be commercially viable at scale.
Removed
We could: • be forced to re-implement a pause of our guest cruise operations • be negatively impacted by travel advisories, restrictions, recommendations and regulations set by various governmental authorities, which could impact our occupancy levels • be subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, and these requirements may be costly, take a significant amount of time to implement across our global cruise operations and may result in disruptions in guest cruise operations, incremental costs and loss of revenue • be subject to negative publicity, along with the cruise industry, which could have a long-term impact on the appeal of our cruises • be subject to lawsuits, other governmental investigations and other actions • be required to reassess our ship deployment options and our fleet, which could lead to the removal of additional ships from our fleet and may result in incremental ship impairment charges and losses on ship sales • be negatively impacted as a result of the adverse impact on our partners, counterparties and joint ventures • be negatively impacted by the inability to attract and retain the loyalty of our guests and hire and retain our crew c.
Added
In addition, regulatory developments may restrict or limit our access to certain destinations and/or countries or impact our freedom to operate.
Removed
A number of countries, including the UK and EU member states, have agreed to adopt the OECD’s minimum tax rules and several countries, including the UK, have already implemented these rules. The phased implementation of these rules is expected to begin for our fiscal year 2025, with limited impact for us before 2026.
Added
At the same time, we may also face negative impacts from consumers who do not support climate-related initiatives or concerns.
Removed
Climate change-related regulatory activity and developments that require us to reduce our emissions, which includes both the EU regulations and IMO Strategy (refer to XIX.
Added
Additionally, integrating AI into our operations may increase our cybersecurity and data privacy risks. We also have and may continue to rely on third parties in helping us manage our cybersecurity risk management processes.
Added
We face competition from other cruise brands on the basis of overall experience, destinations, types and sizes of ships and cabins, travel agent partner preferences and value. In addition, we may fail to sufficiently invest in or upgrade our existing cruise ships and other assets to meet the expectations of current and potential guests.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of November 30, 2023, the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows: Location Square Footage (in thousands) Own/Lease Principal Operations Miami, FL, U.S.A. 463/18 Own/Lease Carnival Corporation & plc and Carnival Cruise Line Almere, Netherlands 253 Own Arison Maritime Center Rostock, Germany 224 Own AIDA Genoa, Italy 204/46 Own/Lease Costa Seattle, WA, U.S.A. 175 Lease Holland America Line and Seabourn Southampton, England 150 Lease Carnival plc, Cunard and P&O Cruises (UK) Santa Clarita, CA, U.S.A. 113 Lease Princess Cruises Hamburg, Germany 70 Lease AIDA Fort Lauderdale, FL, U.S.A. 61 Lease Princess Cruises Sydney, NSW, Australia 26 Lease P&O Cruises (Australia) Information about our cruise ships, including the number each of our cruise brands operate, as well as information regarding our cruise ships under construction may be found under Part I, Item 1.
Biggest changeAs of November 30, 2024, the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows: Location Square Footage (in thousands) Own/Lease Principal Operations Miami, FL, U.S.A. 463/18 Own/Lease Carnival Corporation & plc and Carnival Cruise Line Almere, Netherlands 253 Own Arison Maritime Center Rostock, Germany 224 Own AIDA Genoa, Italy 204/46 Own/Lease Costa Southampton, England 150 Lease Carnival plc, Cunard and P&O Cruises (UK) Santa Clarita, CA, U.S.A. 113 Lease Princess Cruises Hamburg, Germany 87 Lease AIDA Seattle, WA, U.S.A. 78 Lease Holland America Line and Seabourn Fort Lauderdale, FL, U.S.A. 76 Lease Princess Cruises Sydney, NSW, Australia 26 Lease P&O Cruises (Australia) Information about our cruise ships, including the number each of our cruise brands operate, as well as information regarding our cruise ships under construction may be found under Part I, Item 1.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe believe the ultimate outcome will not have a material impact on our consolidated financial statements. 43 Item 4. Mine Safety Disclosures . None. PART II
Biggest changeWe intend to cooperate with any inquiries from governmental authorities. We believe the ultimate outcome will not have a material impact on our consolidated financial statements.
Item 3. Legal Proceedings . The legal proceedings described in Note 6 – “Contingencies”, including those described under “COVID-19 Actions,” are shown in Part II, Item 8. Financial Statements and Supplementary Data, in this Form 10-K.
Item 3. Legal Proceedings . The legal proceedings described in Note 6 – “Contingencies”, are shown in Part II, Item 8. Financial Statements and Supplementary Data, in this Form 10-K.
Added
We believe the ultimate outcome will not have a material impact on our consolidated financial statements. On February 5, 2024, P&O Cruises (Australia) notified the AMSA and the UK Marine Accident Investigation Branch that a small amount of oil may have inadvertently contaminated grey water which was discharged by Pacific Adventure in the Great Barrier Reef Marine Park, Queensland.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities; Use of Proceeds from Registered Securities I. Stock Swap Program Our Stock Swap Program allows us to realize a net cash benefit when Carnival Corporation common stock is trading at a premium to the price of Carnival plc ordinary shares.
Biggest changeIssuer Purchases of Equity Securities; Use of Proceeds from Registered Securities I. Carnival plc Shareholder Approvals Annual shareholder approval is required for Carnival plc to buy back its ordinary shares.
Dividends We do not expect to pay dividends on Carnival Corporation common stock and Carnival plc ordinary shares for at least the next few years. D. Securities Authorized for Issuance under Equity Compensation Plans The information required by Item 201(d) of Regulation S-K is shown in Part III, Item 12.
Dividends We do not expect to pay dividends on Carnival Corporation common stock and Carnival plc ordinary shares for at least the next couple of years. D. Securities Authorized for Issuance under Equity Compensation Plans The information required by Item 201(d) of Regulation S-K is shown in Part III, Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, in this Form 10-K. 44 E. Performance Graph Carnival Corporation The following graph compares the Price Performance of $100 if invested in Carnival Corporation common stock with the Price Performance of $100 if invested in each of the Dow Jones U.S.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, in this Form 10-K. 34 E. Performance Graph Carnival Corporation The following graph compares the Price Performance of $100 if invested in Carnival Corporation common stock with the Price Performance of $100 if invested in each of the Dow Jones U.S.
B. Holders As of January 11, 2024, there were 2,699 holders of record of Carnival Corporation common stock and 28,977 holders of record of Carnival plc ordinary shares and 414 holders of record of Carnival plc ADSs. C.
B. Holders As of January 13, 2025, there were 2,315 holders of record of Carnival Corporation common stock and 28,223 holders of record of Carnival plc ordinary shares and 400 holders of record of Carnival plc ADSs. C.
Carnival plc Shareholder Approvals Annual shareholder approval is required for Carnival plc to buy back its ordinary shares. The existing shareholder approval is limited to a maximum of 18.6 million ordinary shares of Carnival plc and expires at the conclusion of the Carnival plc 2024 Annual General Meeting or July 20, 2024, whichever is earlier.
The existing shareholder approval is limited to a maximum of 18.7 million ordinary shares of Carnival plc and expires at the conclusion of the Carnival plc 2025 Annual General Meeting or July 4, 2025, whichever is earlier. Item 6. Reserved . 36
Assumes $100 Invested on November 30, 2018 Assumes Dividends Reinvested Years Ended November 30, 2018 2019 2020 2021 2022 2023 Carnival Corporation Common Stock $ 100 $ 78 $ 35 $ 31 $ 17 $ 26 Dow Jones Recreational Index $ 100 $ 98 $ 62 $ 64 $ 50 $ 64 FTSE 100 Index $ 100 $ 112 $ 98 $ 115 $ 128 $ 131 S&P 500 Index $ 100 $ 116 $ 136 $ 174 $ 158 $ 180 45 Carnival plc The following graph compares the Price Performance of $100 invested in Carnival plc ADSs, each representing one ordinary share of Carnival plc, with the Price Performance of $100 invested in each of the indexes noted below.
Assumes $100 Invested on November 30, 2019 Assumes Dividends Reinvested Years Ended November 30, 2019 2020 2021 2022 2023 2024 Carnival Corporation Common Stock $ 100 $ 45 $ 40 $ 22 $ 34 $ 57 Dow Jones Recreational Index $ 100 $ 64 $ 65 $ 51 $ 66 $ 118 FTSE 100 Index $ 100 $ 88 $ 103 $ 114 $ 117 $ 135 S&P 500 Index $ 100 $ 117 $ 150 $ 136 $ 155 $ 208 35 Carnival plc The following graph compares the Price Performance of $100 invested in Carnival plc ADSs, each representing one ordinary share of Carnival plc, with the Price Performance of $100 invested in each of the indexes noted below.
Assumes $100 Invested on November 30, 2018 Assumes Dividends Reinvested Years Ended November 30, 2018 2019 2020 2021 2022 2023 Carnival plc ADS $ 100 $ 75 $ 31 $ 29 $ 16 $ 24 Dow Jones Recreational Index $ 100 $ 98 $ 62 $ 64 $ 50 $ 64 FTSE 100 Index $ 100 $ 112 $ 98 $ 115 $ 128 $ 131 S&P 500 Index $ 100 $ 116 $ 136 $ 174 $ 158 $ 180 F.
Assumes $100 Invested on November 30, 2019 Assumes Dividends Reinvested Years Ended November 30, 2019 2020 2021 2022 2023 2024 Carnival plc ADS $ 100 $ 42 $ 39 $ 21 $ 32 $ 55 Dow Jones Recreational Index $ 100 $ 64 $ 65 $ 51 $ 66 $ 118 FTSE 100 Index $ 100 $ 88 $ 103 $ 114 $ 117 $ 135 S&P 500 Index $ 100 $ 117 $ 150 $ 136 $ 155 $ 208 F.
Removed
Under the Stock Swap Program, we may elect to offer and sell shares of Carnival Corporation common stock at prevailing market prices in ordinary brokers’ transactions and repurchase an equivalent number of Carnival plc ordinary shares in the UK market.
Removed
Under the Stock Swap Program effective June 2021, the Boards of Directors authorized the sale of up to $500 million of shares of Carnival Corporation common stock in the U.S. market and the repurchase of an equivalent number of Carnival plc ordinary shares. 46 We may in the future implement a program to allow us to realize a net cash benefit when Carnival plc ordinary shares are trading at a premium to the price of Carnival Corporation common stock.
Removed
Any sales of Carnival Corporation common stock and Carnival plc ordinary shares have been or will be registered under the Securities Act of 1933, as amended.
Removed
Since the beginning of the Stock Swap Program, first authorized in June 2021, we have sold 17.2 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $29 million.
Removed
During the three months ended November 30, 2023, there were no sales or repurchases under the Stock Swap Program . During the three months ended November 30, 2023, no shares of Carnival Corporation common stock or Carnival plc ordinary shares were repurchased. II.
Removed
We also treat purchases of Carnival plc ordinary shares by Carnival Corporation or Carnival Investments Limited under the Stock Swap Program as if they were made by Carnival plc under the Carnival plc share buyback authority. Item 6. Reserved . 47

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

44 edited+38 added−51 removed22 unchanged
Biggest changeThis was driven by: • Capital expenditures of $3.9 billion for our ongoing new shipbuilding program • Capital expenditures of $1.1 billion for ship improvements and replacements, information technology and buildings and improvements • Proceeds from sales of ships and other of $70 million • Purchases of short-term investments of $315 million • Proceeds from maturity of short-term investments of $515 million Financing Activities During 2023, net cash used in financing activities of $5.1 billion was driven by: • Repayments of $200 million of short-term borrowings • Repayments of $5.9 billion of long-term debt and refinancing of $1.8 billion of long-term debt to extend maturities • Issuances of $3.0 billion of long-term debt • Debt issuance costs of $131 million • Debt extinguishment costs of $79 million • Proceeds from issuance of $22 million of Carnival Corporation common stock and purchases of $20 million of Carnival plc ordinary shares under our Stock Swap Program During 2022, net cash provided by financing activities of $3.6 billion was caused by: • Net repayments of short-term borrowings of $2.6 billion • Repayments of $2.1 billion of long-term debt 57 • Debt issuance costs of $153 million • Issuances of $7.2 billion of long-term debt • Net proceeds of $1.2 billion from the public offering of Carnival Corporation common stock • Proceeds from issuance of $95 million of Carnival Corporation common stock and purchases of $87 million of Carnival plc ordinary shares under our Stock Swap Program For the Company’s cash flow activities for the fiscal year ended November 30, 2021, see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended November 30, 2022, which was filed with the U.S.
Biggest changeThis was driven by: • Capital expenditures of $3.3 billion with the majority attributable to the delivery of one Europe segment ship and one NAA segment ship • Proceeds from sales of three Europe segment ships, one NAA segment ship and other totaling $340 million Financing Activities During 2024, net cash used in financing activities of $2.6 billion was caused by: • Repayments of $5.4 billion of long-term debt • Debt issuance costs of $203 million • Debt extinguishment costs of $41 million • Issuances of $3.1 billion of long-term debt During 2023, net cash used in financing activities of $5.1 billion was driven by: • Repayments of $200 million of short-term borrowings • Repayments of $5.9 billion of long-term debt and refinancing of $1.8 billion of long-term debt to extend maturities • Issuances of $3.0 billion of long-term debt • Debt issuance costs of $131 million • Debt extinguishment costs of $79 million • Proceeds from issuance of $22 million of Carnival Corporation common stock and purchases of $20 million of Carnival plc ordinary shares under our Stock Swap Program 45 For our cash flow activities for the fiscal year ended November 30, 2022, see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended November 30, 2023, which was filed with the U.S.
The cruise ticket price typically includes the following: • Accommodations • Most meals, including snacks at numerous venues • Access to amenities such as swimming pools, water slides, water parks, whirlpools, a health club and sun decks • Child care and supervised youth programs • Entertainment, such as theatrical and comedy shows, live music and nightclubs • Visits to multiple destinations 51 • Sales of onboard goods and services not included in the cruise ticket price.
The cruise ticket price typically includes the following: • Accommodations • Most meals, including snacks at numerous venues • Access to amenities such as swimming pools, water slides, water parks, whirlpools, a health club and sun decks • Child care and supervised youth programs • Entertainment, such as theatrical and comedy shows, live music and nightclubs • Visits to multiple destinations • Sales of onboard goods and services not included in the cruise ticket price.
To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached. We are closely monitoring technology developments and partnering with key organizations on research and development to support our sustainability goals and aspirations.
To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached. We are closely monitoring technology developments and partnering with organizations on research and development to support our sustainability goals and aspirations.
Given the large size and complexity of our ships, ship accounting estimates require considerable judgment and are inherently uncertain. 49 In order to compute our ships’ depreciation expense, we apply judgment to determine their useful lives as well as their residual values.
Given the large size and complexity of our ships, ship accounting estimates require considerable judgment and are inherently uncertain. In order to compute our ships’ depreciation expense, we apply judgment to determine their useful lives as well as their residual values.
For a comparison of the Company’s results of operations for the year ended November 30, 2022 to the year ended November 30, 2021, see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended November 30, 2022, which was filed with the U.S.
For a comparison of the Company’s results of operations for the year ended November 30, 2023 to the year ended November 30, 2022, see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended November 30, 2023, which was filed with the U.S.
Concession revenues do not have direct expenses because the costs and services incurred for concession revenues are borne by our concessionaires. In 2023, we earned 34% of our cruise revenues from onboard and other revenue goods and services. We earn our tour and other revenues from our hotel and transportation operations and other revenues.
Concession revenues do not have direct expenses because the costs and services incurred for concession revenues are borne by our concessionaires. In 2024, we earned 34% of our cruise revenues from onboard and other revenue goods and services. We earn our tour and other revenues from our hotel and transportation operations and other revenues.
As of November 30, 2023, management concluded that there were no changes in our ship useful lives and residual value estimates.
As of November 30, 2024, management concluded that there were no changes in our ship useful lives and residual value estimates.
Our 2023 ship depreciation expense would have increased by approximately: • $49 million assuming we had reduced our estimated 30-year ship useful life estimate by one year at the time we took delivery or acquired each of our ships • $245 million assuming we had estimated our ships to have no residual value We believe that the estimates we made for ship accounting purposes are reasonable and our methods are consistently applied in all material respects and result in depreciation expense that is based on a rational and systematic method to equitably allocate the costs of our ships to the periods during which we use them.
Our 2024 ship depreciation expense would have increased by approximately: • $51 million assuming we had reduced our estimated 30-year ship useful life estimate by one year at the time we took delivery or acquired each of our ships 38 • $260 million assuming we had estimated our ships to have no residual value We believe that the estimates we made for ship accounting purposes are reasonable and our methods are consistently applied in all material respects and result in depreciation expense that is based on a rational and systematic method to equitably allocate the costs of our ships to the periods during which we use them.
You should read this discussion in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this annual report.
This discussion should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this annual report.
It is uncertain how recently adopted, proposed and possible future regulatory changes related to the environment and climate change and our pursuit of net zero emissions by 2050, may impact our ships’ useful lives and residual values and the impact is dependent on future regulatory actions and technological advances.
It is uncertain how proposed and possible future regulatory changes related to the environment and climate change and our aspiration of net zero emissions by 2050, may impact our ships’ useful lives and residual values and the impact is dependent on future regulatory actions and technological advances.
Included within our working capital are $6.1 billion and $4.9 billion of customer deposits as of November 30, 2023 and 2022, respectively. We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations.
Included within our working capital are $6.4 billion and $6.1 billion of customer deposits as of November 30, 2024 and 2023. We have agreements with a number of credit card processors that transact customer deposits related to our cruise vacations.
Refer to Note 5 - “Debt” of the consolidated financial statements and Funding Sources below for additional details. We had a working capital deficit of $6.2 billion as of November 30, 2023 compared to a working capital deficit of $3.1 billion as of November 30, 2022.
Refer to Note 5 - “Debt” of the consolidated financial statements and Funding Sources below for additional details. We had a working capital deficit of $8.2 billion as of November 30, 2024 compared to a working capital deficit of $6.2 billion as of November 30, 2023.
Substantially all costs associated with our shoreside personnel are included in selling and administrative expenses • Fuel costs, which include fuel delivery costs • Food costs, which include both our guest and crew food costs • Other ship operating expenses, which include port costs that do not vary with guest head counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; gains and losses on ship sales; ship impairments; freight and logistics; insurance premiums and all other ship operating expenses We incur tour and other costs and expenses for our hotel and transportation operations and other expenses. 52 Statistical Information Years Ended November 30, 2023 2022 2021 Passenger Cruise Days (“PCDs”) (in millions) (a) 91.4 54.6 8.2 Available Lower Berth Days (“ALBDs”) (in millions) (b) 91.3 72.5 14.6 Occupancy percentage (c) 100 % 75 % 56 % Passengers carried (in millions) 12.5 7.7 1.2 Fuel consumption in metric tons (in millions) 2.9 2.6 1.3 Fuel consumption in metric tons per thousand ALBDs 32.1 36.1 (d) Fuel cost per metric ton consumed $ 701 $ 830 $ 515 Currencies (USD to 1) AUD $ 0.66 $ 0.70 $ 0.75 CAD $ 0.74 $ 0.77 $ 0.80 EUR $ 1.08 $ 1.06 $ 1.19 GBP $ 1.24 $ 1.25 $ 1.38 Notes to Statistical Information (a) PCD represents the number of cruise passengers on a voyage multiplied by the number of revenue-producing ship operating days for that voyage.
Substantially all costs associated with our shoreside personnel are included in selling and administrative expenses • Fuel costs, which include fuel delivery costs and European Union Allowance costs • Food costs, which include both our guest and crew food costs • Other ship operating expenses, which include port costs that do not vary with guest head counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; gains and losses on ship sales; ship impairments; freight and logistics; insurance premiums and all other ship operating expenses We incur tour and other costs and expenses for our hotel and transportation operations and other expenses. 40 Statistical Information Years Ended November 30, 2024 2023 2022 Passenger Cruise Days (“PCDs”) (in millions) (a) 100.5 91.4 54.6 Available Lower Berth Days (“ALBDs”) (in millions) (b) (c) 95.6 91.3 72.5 Occupancy percentage (d) 105 % 100 % 75 % Passengers carried (in millions) 13.5 12.5 7.7 Fuel consumption in metric tons (in millions) 2.9 2.9 2.6 Fuel consumption in metric tons per thousand ALBDs 30.9 32.1 36.1 Fuel cost per metric ton consumed (excluding European Union Allowance) $ 665 $ 701 $ 830 Currencies (USD to 1) AUD $ 0.66 $ 0.66 $ 0.70 CAD $ 0.73 $ 0.74 $ 0.77 EUR $ 1.09 $ 1.08 $ 1.06 GBP $ 1.28 $ 1.24 $ 1.25 Notes to Statistical Information (a) PCD represents the number of cruise passengers on a voyage multiplied by the number of revenue-producing ship operating days for that voyage.
In addition, we had $3.0 billion of undrawn export credit facilities to fund ship deliveries planned through 2025. We plan to use existing liquidity and future cash flows from operations to fund our cash requirements including capital expenditures not funded by our export credit facilities.
In addition, we had $7.8 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. We plan to use existing liquidity and future cash flows from operations to fund our cash requirements including capital expenditures not funded by our export credit facilities.
We review estimated useful lives and residual values for reasonableness whenever events or circumstances significantly change. Since the pause of our guest cruise operations, we have disposed of ships for amounts significantly below their book values. Management has estimated that this trend will normalize in the coming years.
We review estimated useful lives and residual values for reasonableness whenever events or circumstances significantly change. During the pause of our guest cruise operations, we disposed of ships for amounts significantly below their book values. Management estimates that this trend will continue to normalize in the coming years.
(in billions) 2024 2025 Future export credit facilities at November 30, 2023 $ 2.3 $ 0.7 Our export credit facilities contain various financial covenants as described in Note 5 - “Debt.” At November 30, 2023, we were in compliance with the applicable covenants under our debt agreements.
(in billions) 2025 2026 2027 2028 2029 Thereafter Future export credit facilities at November 30, 2024 $ 0.7 $ — $ 1.2 $ 1.2 $ 1.6 $ 3.1 Our export credit facilities contain various financial covenants as described in Note 5 - “Debt.” At November 30, 2024, we were in compliance with the applicable covenants under our debt agreements.
Results of Operations We have historically earned substantially all of our cruise revenues from the following: • Sales of passenger cruise tickets and, in some cases, the sale of air and other transportation to and from airports near our ships’ home ports and cancellation fees. We also collect fees, taxes and other charges from our guests.
Governmental Regulations. 39 Results of Operations We have historically earned substantially all of our cruise revenues from the following: • Sales of passenger cruise tickets and, in some cases, the sale of air and other transportation to and from airports near our ships’ home ports and cancellation fees.
In addition, as new information becomes available, we may need to reassess the amount of asset or liability that needs to be accrued related to our contingencies. All such changes in our estimates could materially impact our results of operations and financial position. Refer to our consolidated financial statements for additional discussion of contingencies.
In addition, as new information becomes available, we may need to reassess amounts accrued related to our contingencies. All such changes in our estimates could materially impact our results of operations and financial position. Refer to our consolidated financial statements for additional discussion of contingencies.
A discussion of our critical accounting estimates, the underlying judgments and uncertainties used to make them and the likelihood that materially different estimates would be reported under different conditions or using different assumptions is as follows: Liquidity and Other Uncertainties We make several critical accounting estimates with respect to our liquidity.
A discussion of our critical accounting estimates, the underlying judgments and uncertainties used to make them and the likelihood that materially different estimates would be reported under different conditions or using different assumptions is as follows: 37 Ship Accounting We make several critical accounting estimates with respect to our ship accounting including ship improvement costs, estimated useful lives and residual values.
Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a reserve fund in cash. In addition, we have a relatively low level of accounts receivable and limited investment in inventories.
Certain of these agreements allow the credit card processors to request, under certain circumstances, that we provide a capped reserve fund in cash. As of November 30, 2024, we were not required to maintain any reserve funds. In addition, we have a relatively low level of accounts receivable and limited investment in inventories.
We determined the fair value of these ships based on their respective estimated selling values, for those ships expected to be disposed of, or estimated discounted future cash flows and comparable market transactions.
The principal assumption used in determining the fair value of our ships tested for impairment in 2022 was the estimated sales proceeds. We determined the fair value of these ships based on their respective estimated selling values, for those ships expected to be disposed of, or estimated discounted future cash flows and comparable market transactions.
The increase in working capital deficit was caused by a decrease in cash and cash equivalents and restricted cash and an increase in customer deposits, partially offset by an increase in prepaid expenses and a decrease in short-term borrowings and the current portion of long-term debt. We operate with a substantial working capital deficit.
The increase in working capital deficit was caused by increases in customer deposits and accrued liabilities and other and decreases in the current portion of long-term debt, cash and cash equivalents and prepaid expenses and other. We operate with a substantial working capital deficit.
Valuation of Ships Impairment reviews of our ships require us to make significant estimates. We evaluate ship asset impairments at the individual ship level which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
We evaluate ship asset impairments at the individual ship level which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Critical Accounting Estimates Our critical accounting estimates are those we believe require our most significant judgments about the effect of matters that are inherently uncertain.
New Accounting Pronouncements Refer to our consolidated financial statements for further information on Accounting Pronouncements . Critical Accounting Estimates Our critical accounting estimates are those we believe require our most significant judgments about the effect of matters that are inherently uncertain.
Contingencies We periodically assess the potential liabilities related to any lawsuits or claims brought against us, as well as for other known unasserted claims, including environmental, legal, regulatory and guest and crew matters.
Refer to our consolidated financial statements for additional discussion of our property and equipment policy and ship impairment reviews. We believe that we have made reasonable estimates. Contingencies We periodically assess the potential liabilities related to any lawsuits or claims brought against us, as well as for other known unasserted claims, including environmental, legal, regulatory and guest and crew matters.
Investing Activities During 2023, net cash used in investing activities was $2.8 billion.
Investing Activities During 2024, net cash used in investing activities was $4.5 billion.
Securities and Exchange Commission on January 27, 2023.
Securities and Exchange Commission on January 26, 2024.
ALBDs assume that each cabin we offer for sale accommodates two passengers and is computed by multiplying passenger capacity by revenue-producing ship operating days in the period.
ALBDs assume that each cabin we offer for sale accommodates two passengers and is computed by multiplying passenger capacity by revenue-producing ship operating days in the period. (c) In 2024 compared to 2023, we had a 4.7% capacity increase in ALBDs comprised of a 7.9% capacity increase in our NAA segment and a 0.5% capacity decrease in our Europe segment.
In addition, the framework introduces checkpoints in 2030 and 2040 that seek reductions in the total GHG emissions from international shipping by at least 20% and 70%, respectively, compared to 2008.
The IMO Strategy includes checkpoints in 2030 and 2040 that seek reductions in the absolute GHG emissions from international shipping by at least 20% and 70%, respectively, compared to 2008. It also includes a target of a 40% reduction in CO 2 emissions intensity by 2030 compared to 2008.
The application of the rules continues to evolve, and its outcome may alter our tax obligations in certain countries in which we operate. • We believe the increasing global focus on climate change, including the reduction of GHG emissions and new and evolving regulatory requirements, is reasonably likely to have a material negative impact on our future financial results.
Known Trends and Uncertainties • We believe the volatility in the cost of fuel is reasonably likely to continue to impact our profitability in both the short and long-term. • We believe the increasing global focus on climate change, including the reduction of GHG emissions and new and evolving regulatory requirements, is reasonably likely to have a material negative impact on our future financial results.
The IMO recently adopted its 2023 Strategy on Reduction of GHG Emissions from Ships that would require international shipping to reduce total GHG emissions on a well-to-wake basis to net zero by or around 2050.
The IMO’s 2023 Strategy on Reduction of GHG Emissions from Ships (“IMO Strategy”) strives to peak GHG emissions from international shipping as soon as possible and to reach net zero GHG emissions on a well-to-wake basis by or around 2050.
Sources and Uses of Cash Operating Activities Our business provided $4.3 billion of net cash flows from operating activities during 2023, an increase of $6.0 billion, compared to $1.7 billion used in 2022. This was caused by a decrease in the net loss compared to the same period in 2022 and other working capital changes.
Sources and Uses of Cash Operating Activities Our business provided $5.9 billion of net cash flows from operating activities during 2024, an increase of $1.6 billion, compared to $4.3 billion provided in 2023.
The EU has also proposed several regulations that will likely impact the cost of fossil fuels and has recently adopted the inclusion of maritime shipping in the EU’s Emission Trading System. We have established Climate Action Goals, which include a GHG intensity reduction goal of 20% by 2030 from the 2019 baseline and pursuing net zero emissions by 2050 .
The EU has also proposed several regulations that will likely impact the cost of fossil fuels and has recently adopted the inclusion of maritime shipping in the EU’s Emissions Trading System.
We became subject to the EU Emission Trading Scheme (“ETS”) on January 1, 2024, which includes a three-year phase-in period. We estimate the impact in 2024 to be approximately $51 million based on a European Union Allowance cost of $75 per metric ton of emissions. Refer to XIX.
We became subject to the EU Emissions Trading System (“ETS”) on January 1, 2024, which includes a three-year phase-in period. Refer to XVIII.
We review our ships for impairment whenever events or circumstances indicate that the carrying value of a ship may not be recoverable. 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.
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. The estimation of a ship’s fair value includes numerous assumptions that are subject to various risks and uncertainties.
Material Cash Requirements Payments Due by (in millions) 2024 2025 2026 2027 2028 Total Debt (a) $ 3,883 $ 3,844 $ 4,628 $ 7,487 $ 9,755 $ 29,597 Newbuild capital expenditures (b) 2,437 958 — — — 3,395 Total $ 6,320 $ 4,802 $ 4,628 $ 7,487 $ 9,755 $ 32,992 (a) Includes principal as well as estimated interest payments and does not include the impact of any future possible refinancings.
Material Cash Requirements Payments Due by (in millions) 2025 2026 2027 2028 2029 Thereafter Total Debt (a) $ 2,969 $ 3,991 $ 6,016 $ 9,534 $ 4,706 $ 6,495 $ 33,712 Newbuild capital expenditures (b) 893 423 1,302 1,263 1,502 3,182 8,565 Total $ 3,862 $ 4,414 $ 7,318 $ 10,797 $ 6,208 $ 9,677 $ 42,277 (a) Includes principal as well as estimated interest payments and does not include the impact of any future possible refinancings.
Funding Sources As of November 30, 2023, we had $5.4 billion of liquidity including $2.4 billion of cash and cash equivalents and $3.0 billion of borrowings available under our Revolving Facility, which matures in August 2024.
Excludes undrawn export credits. (b) As of November 30, 2024, we have undrawn export credit facilities of $7.8 billion which fund a portion of our newbuild contractual commitments. Funding Sources As of November 30, 2024, we had $4.2 billion of liquidity including $1.2 billion of cash and cash equivalents and $2.9 billion of borrowings available under our Revolving Facility.
Debt extinguishment and modification costs were $111 million in 2023 as a result of debt transactions during the year compared to $1 million in 2022. 56 Liquidity, Financial Condition and Capital Resources As of November 30, 2023, we had $5.4 billion of liquidity including $2.4 billion of cash and cash equivalents and $3.0 billion of borrowings available under our Revolving Facility, which matures in August 2024.
The increase primarily relates to a non-recurring favorable result related to litigation. Liquidity, Financial Condition and Capital Resources As of November 30, 2024, we had $4.2 billion of liquidity including $1.2 billion of cash and cash equivalents and $2.9 billion of borrowings available under our multi-currency revolving credit facility (“Revolving Facility”).
Occupancy for 2023 was 95% compared to 65% in 2022. Operating Expenses Consolidated Operating expenses increased by $2.6 billion to $14.3 billion in 2023 from $11.8 billion in 2022. These increases were driven by our resumption of guest cruise operations, an increase of ships in service and considerably higher occupancy levels.
This increase was driven by: • $142 million - 8.8 percentage point increase in occupancy • $72 million - higher onboard spending by our guests Costs and Expenses Consolidated Operating expenses increased by $1.3 billion, or 9.2%, to $15.6 billion in 2024 from $14.3 billion in 2023.
We delivered unforgettable happiness to over 12 million guests this year and look forward to continuing to provide our guests with extraordinary cruise vacations in 2024, while honoring the integrity of every ocean we sail, place we visit and life we touch. New Accounting Pronouncements Refer to our consolidated financial statements for further information on Accounting Pronouncements .
We are grateful for the efforts of our hard working and dedicated team who delivered a step change improvement in 2024 and set us up very well for 2025 and beyond, while consistently delivering unforgettable happiness to over 13 and a half million people in 2024, by providing them with extraordinary cruise vacations while honoring the integrity of every ocean we sail, place we visit and life we touch.
This was driven by: • Capital expenditures of $1.9 billion for our ongoing new shipbuilding program • Capital expenditures of $1.4 billion for ship improvements and replacements, information technology and buildings and improvements • Proceeds from sales of ships and other of $340 million During 2022, net cash used in investing activities was $4.8 billion.
This was caused by: • Capital expenditures of $4.6 billion primarily attributable to the delivery of two NAA segment ships, one Europe segment ship and developments in our port destinations and exclusive islands • Proceeds of $58 million primarily from the sale of an NAA segment ship During 2023, net cash used in investing activities was $2.8 billion.
Given a 30-year estimated useful life for our ships, our most recently delivered vessels’ lives will extend beyond this 2050 date. Fossil fuels are currently the only viable option for our industry and it is not clear when alternative fuels or other technologies will be commercially viable.
We have established Climate Action Goals, which include a GHG intensity reduction goal of 20% by 2030 from the 2019 baseline and we are pursuing our aspiration of net zero emissions by 2050 . Given a 30-year estimated useful life for our ships, our most recently delivered vessels’ lives will extend beyond this 2050 date.
(d) Fuel consumption in metric tons per thousand ALBDs for 2021 is not meaningful. 2023 Compared to 2022 The discussion below compares the results of operations for the year ended November 30, 2023 to the year ended November 30, 2022.
Percentages in excess of 100% indicate that on average more than two passengers occupied some cabins. 2024 Compared to 2023 The discussion below compares the results of operations for the year ended November 30, 2024 to the year ended November 30, 2023.
Our significantly improved 2023 cash from operations enabled us to notably reduce the substantial debt balance incurred during the pause of guest cruise operations. In 2023, we made sizeable debt prepayments and ended the year with over $5 billion of liquidity.
During 2024, we made debt prepayments of over $3 billion, bringing our total prepayments to over $7 billion since the beginning of 2023. Additionally, we have reduced our debt balance by over $8 billion from the peak in January 2023, ending the year with $27.5 billion of debt.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations . 2023 Executive Overview We consistently set records and achieved other significant milestones during this past year, including: • Full year revenues hit an all-time high of $21.6 billion. • For the first time since the resumption of guest cruise operations, net income was positive during the third quarter, generating $1.07 billion. • We entered 2024 with our best booked position on record, for both price and occupancy. • Total customer deposits for each quarter throughout 2023 consistently surpassed the previous quarterly records. • We reduced our debt balance by $4.6 billion from its peak in the first quarter of 2023 and ended the year with $5.4 billion of liquidity.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations . 2024 Executive Overview We had a strong year, setting records and achieving milestones, including: • Full year revenues hit an all-time high of $25 billion, over 15 percent higher than the prior year • Seven consecutive quarters of record revenues • Record full year operating income of $3.6 billion, over 80 percent higher than the prior year • All-time high cash from operations of almost $6 billion • Higher ticket prices for 2024 versus 2023 for all of our major cruise lines and onboard spending levels that accelerated sequentially each quarter throughout the year • Record booking trends and record year-end customer deposits, indicating a continuation of the strong momentum we’ve been experiencing for the last two years We remain laser focused on further reducing interest expense and rebuilding our investment-grade balance sheet.
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The strengthening demand environment across all our brands contributed to our revenue growth as we drove improvements in ticket prices while closing the double-digit occupancy gap from the start of the year and reaching historical occupancy levels for the second half of 2023.
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We are delivering long-term value for our shareholders through improved operational execution across our cruise lines. We ended 2024 with adjusted return on invested capital (“ROIC”) comfortably above our cost of capital.
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We believe our advertising investments and other demand generation efforts during the past 18 months have successfully elevated awareness and consideration for our brands, leading to record booking levels and revenue results. In addition, these efforts enabled us to attract more new-to cruise and more new-to brand guests compared to 2019.
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We welcomed three new ships during 2024: Carnival Jubilee , the third of five Excel class vessels for Carnival Cruise Line; Sun Princess , Princess Cruises’ next generation flagship which was just awarded Conde Nast Traveler’s 2024 Mega Ship of the year in the U.S.; and Queen Anne , Cunard’s first new ship in 14 years.
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We are building momentum in closing the value gap to land-based alternatives, capturing over 3.5 million new-to cruise guests in 2023 and remain well-positioned to take share from land-based alternatives. We continue to take actions to further stimulate demand and maintain our momentum through 2024 and beyond.
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We have also been focusing on each of our cruise lines’ unique target markets, launching new marketing campaigns across all our brands. In 2024, both new-to-cruise and repeat guests were each up double-digit percentages and we continue to attract new cruise guests as we work to increase awareness and consideration for cruise travel globally.
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We are focused on ongoing improvements across the commercial space as we further rollout advancements to our yield management tools and lead generation techniques, continue to invest in sales and sales support, and build on already strong relationships with our trade partners.
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We continue to advance our enhanced destination strategy to provide guests with yet another reason to take a cruise vacation with us. Celebration Key, our new exclusive cruise port destination on Grand Bahama Island, is scheduled to open in the summer of 2025, with an additional pier opening in the fall of 2026.
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This is complemented by our strategy to pull forward the sale of onboard items through bundled product offerings and pre-cruise sales. We are also not losing sight of our expense base, as we have worked to mitigate the impacts of a high inflation environment by leveraging our scale through cost optimization initiatives.
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Its five portals built for fun will further expand our experience offerings with an abundance of features and amenities for our guests. Celebration Key will be our largest and closest destination in our portfolio, saving fuel costs and reducing greenhouse gas emissions.
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We have made investments that we expect to increase our cost efficiencies in the future, including successfully installing SpaceX's Starlink, next generation internet across our fleet, which is expected to drive more than a 20% reduction in cost per megabit in 2024.
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In addition, we recently announced plans to enhance Half Moon Cay, our highly rated and award-winning exclusive Bahamian destination. The enhancements will lean further into this destination’s natural beauty and pristine appeal, reinforcing its new name – RelaxAway, Half Moon Cay.
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In addition, we expect it will increase our bandwidth pipeline, resulting in both improved guest experience and higher onboard revenues. We also launched Maritime Asset Strategy Transformation (“MAST”), a centralized system developed to optimize equipment and machinery management across our brands and our fleet. During 2023, we continued to work aggressively to reduce our environmental footprint and fuel consumption.
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Featuring a newly constructed pier that is expected to be ready in the summer of 2026, the destination will allow two ships to dock, including Carnival Cruise Line’s largest ships that will be able to visit for the first time.
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Our deep commitment resulted in industry-leading fuel efficiency and a more than 10% reduction in absolute GHG emissions compared to our peak year of 2011, despite capacity growth of 30% over the same period.
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We believe developing and promoting these unique assets will help us cast the net wider and capture even more new-to-cruise demand. During 2024, we also continued making progress towards our sustainability goals.
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We also exceeded our shore power capability goal and our fleet now has twice as many ships ready to plug into shore power as there are ports currently able to provide it. As a result of our fleet optimization efforts, our fleet is now one year younger than prior to pausing our guest cruise operations four years ago.
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We reduced our greenhouse gas emission intensity by approximately 17.5 percent compared to 2019, on track to achieve our targeted reduction of 20 percent by the end of 2026, a goal that was previously pulled forward by four years.
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During 2023 alone we benefited from the introduction of three fantastic new ships including Carnival Celebration and Arvia, leveraging the scale of our popular and exceptionally efficient series of excel-class ships, and Seabourn Pursuit , our second luxury expedition ship.
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We have also lowered our absolute greenhouse gas emissions by almost 10 percent since 2019, despite capacity growth of over nine percent over the same period.
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In addition, Carnival Cruise Line welcomed Carnival Venezia, which was transferred from Costa, becoming the first ship as part of Carnival’s Fun Italian Style™ platform. We will continue to optimize our brand portfolio by transferring Costa Firenze to Carnival Cruise Line in 2024. We also made meaningful progress in other strategic asset projects.
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Valuation of Ships We review our ships for impairment whenever events or changes in circumstances indicate that the carrying value of a ship may not be recoverable. When an impairment review is appropriate, such as an expected sale of a ship before the end of its useful life, impairment reviews of our ships require us to make significant estimates.
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We began construction on Celebration Key in Grand Bahama, which will be the largest and closest exclusive destination in our portfolio. While not expected to open until summer 2025, we have begun generating consumer awareness and excitement around this fantastic upcoming destination.
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Our NAA segment’s capacity increase was caused by the following: • Carnival Cruise Line 4,090-passenger capacity ship that transferred from Costa Cruises and entered into service in May 2023 • Seabourn 260-passenger capacity ship that entered into service in July 2023 • Carnival Cruise Line 5,360-passenger capacity ship that entered into service in December 2023 • Princess Cruises 4,310-passenger capacity ship that entered into service in February 2024 • Carnival Cruise Line 4,130-passenger capacity ship that transferred from Costa Cruises and entered into service in April 2024 The increase in our NAA segment’s capacity was partially offset by a Seabourn 460-passenger capacity ship that was removed from service in September 2024.
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We also started the process for a significant upsize in guest traffic at Half Moon Cay, our exclusive and beautiful pristine island destination in The Bahamas, with the creation of a pier-side berth that can accommodate our largest vessels.
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Our Europe segment’s capacity decrease was caused by the following: • Costa Cruises 4,090-passenger capacity ship that transferred to Carnival Cruise Line in March 2023 • AIDA Cruises 1,270-passenger capacity ship that was removed from service in November 2023 • Costa Cruises 4,240-passenger capacity ship that transferred to Carnival Cruise Line and was removed from Costa Cruises’ fleet in February 2024 • The Red Sea rerouting as certain ships repositioned without guests The decrease in our Europe segment’s capacity was partially offset by the following: • The return to service of two ships as part of the completion of our return to guest cruise operations • P&O Cruises (UK) 5,280-passenger capacity ship that entered into service in December 2022 • Cunard 2,960-passenger capacity ship that entered into service in May 2024 41 (d) Occupancy, in accordance with cruise industry practice, is calculated using a numerator of PCDs and a denominator of ALBDs, which assumes two passengers per cabin even though some cabins can accommodate three or more passengers.
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In addition, we commenced work with our Grand Bahama Shipyard partners on the construction of two floating docks, one of which will have the largest lifting capacity in the world. Together, these strategic investments are expected to significantly benefit us by helping to reduce travel time, further reducing our fuel consumption and preserving ship revenue days.
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Securities and Exchange Commission on January 26, 2024. Revenues Consolidated Passenger ticket revenues made up 66% of our 2024 total revenues. Passenger ticket revenues increased by $2.4 billion, or 17%, to $16.5 billion in 2024 from $14.1 billion in 2023.
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Looking forward, we expect to continue to strategically refinance and prepay debt, leveraging our improving operating cash flow and the return of substantially all of the remaining credit card reserves during the first quarter of 2024. 48 In addition, with nearly two-thirds of 2024 on the books already, we are well positioned to achieve another year of record revenues.
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This increase was caused by: • $988 million - higher ticket prices driven by continued strength in demand • $705 million - 5.1 percentage point increase in occupancy • $691 million - 4.7% capacity increase in ALBDs • $86 million - net favorable foreign currency translational impact These increases were partially offset by a decrease of $60 million in other passenger revenue.
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This, combined with excess liquidity, is expected to enable us to continue actively managing down debt and reducing interest expense, leaving us on our path back to achieving investment grade credit ratings and higher return on invested capital. This has been a truly remarkable year, and we have come a long way in an incredibly short amount of time.
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The remaining 34% of 2024 total revenues was comprised of onboard and other revenues, which increased by $1.0 billion, or 14%, to $8.6 billion in 2024 from $7.5 billion in 2023.
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As part of our liquidity management, we rely on estimates of our future liquidity, which includes numerous assumptions that are subject to various risks and uncertainties.
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This increase was driven by: • $422 million - 4.7% capacity increase in ALBDs • $286 million - 5.1 percentage point increase in occupancy • $264 million - higher onboard spending by our guests NAA Segment Passenger ticket revenues made up 63% of our NAA segment’s 2024 total revenues.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−2 removed1 unchanged
Biggest changeInvestment Currency Risks The foreign currency exchange rates were as follows: November 30, USD to 1: 2023 2022 AUD $ 0.66 $ 0.66 CAD $ 0.74 $ 0.74 EUR $ 1.10 $ 1.03 GBP $ 1.27 $ 1.20 If the November 30, 2022 currency exchange rates had been used to translate our November 30, 2023 non-U.S. dollar functional currency operations’ assets and liabilities (instead of the November 30, 2023 U.S. dollar exchange rates), our total assets would have been lower by $1.0 billion and our total liabilities would have been lower by $0.5 billion.
Biggest changeMovements in foreign currency exchange rates will affect our consolidated financial statements. 46 Investment Currency Risks The foreign currency exchange rates were as follows: November 30, USD to 1: 2024 2023 AUD $ 0.65 $ 0.66 CAD $ 0.71 $ 0.74 EUR $ 1.06 $ 1.10 GBP $ 1.27 $ 1.27 If the November 30, 2023 currency exchange rates had been used to translate our November 30, 2024 non-U.S. dollar functional currency operations’ assets and liabilities (instead of the November 30, 2024 U.S. dollar exchange rates), our total assets would have been higher by $468 million and our total liabilities would have been higher by $408 million.
The functional currency cost of each of these ships will increase or decrease based on changes in the exchange rates until the unhedged payments are made under the shipbuilding contract. We may enter into additional foreign currency derivatives to mitigate some of this foreign currency exchange rate risk.
The functional currency cost of each of these ships will increase or decrease based on changes in the exchange rates until the payments are made under the shipbuilding contract. We may utilize foreign currency derivatives to mitigate some of this foreign currency exchange rate risk.
Based on a 1% change in euro to U.S. dollar exchange rates as of November 30, 2023, the remaining unhedged cost of these ships would have a corresponding change of $30 million.
Based on a 1% change in euro to U.S. dollar exchange rates as of November 30, 2024, the remaining cost of these ships would have a corresponding change of $86 million.
Based on a 100 basis point change in the market interest rates, our annual interest expense on floating rate debt, including the effect of our interest rate swaps, will change by approximately $60 million. 61
Based on a 100 basis point change in the market interest rates, our annual interest expense on floating rate debt, including the effect of our interest rate swaps, will change by approximately $48 million. 47
Foreign Currency Exchange Rate Risks Operational Currency Risks Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. Our operations also have revenue and expenses denominated in non-functional currencies. Movements in foreign currency exchange rates will affect our financial statements.
Foreign Currency Exchange Rate Risks Operational Currency Risks Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. Our operations also have revenue and expenses denominated in non-functional currencies.
We also had interest rate swap agreements which effectively changed $2.5 billion at November 30, 2023 of SOFR-based floating rate USD debt to fixed rate USD debt.
We also had interest rate swap agreements which effectively changed $1.0 billion at November 30, 2024 of SOFR-based floating rate USD debt to fixed rate USD debt.
Newbuild Currency Risks At November 30, 2023, our remaining newbuild currency exchange rate risk primarily relates to euro-denominated newbuild contract payments, which represent a total unhedged commitment of $3.0 billion and relate to newbuilds scheduled to be delivered through 2025 to non-euro functional currency brands.
Newbuild Currency Risks At November 30, 2024, our newbuild currency exchange rate risk primarily relates to euro-denominated newbuild contract payments, which represent a total commitment of $8.6 billion and relate to newbuilds scheduled to be delivered to non-euro functional currency brands.
Interest Rate Risks The composition of our debt, interest rate swaps and cross currency swaps was as follows: November 30, 2023 Fixed rate 62 % EUR fixed rate 18 % Floating rate 5 % EUR floating rate 15 % 60 At November 30, 2023, we had interest rate swaps that have effectively changed $46 million of EURIBOR-based floating rate euro debt to fixed rate euro debt.
Interest Rate Risks The composition of our debt, interest rate swaps and cross currency swaps was as follows: November 30, 2024 Fixed rate 60 % EUR fixed rate 23 % Floating rate 7 % EUR floating rate 10 % At November 30, 2024, we had an interest rate swap that effectively changed $11 million of EURIBOR-based floating rate euro debt to fixed rate euro debt.
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As of November 30, 2023, we have a cross currency swap totaling $670 million which settles through 2024. This cross-currency swap is designated as a hedge of our net investments in foreign operations, which has a euro-denominated functional currency, thus partially offsetting the foreign currency exchange rate risk.
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Based on a 10% change in the U.S. dollar to euro exchange rate as of November 30, 2023, we estimate that the fair value of this cross-currency swap and offsetting change in U.S. dollar value of our net investments would change by $66 million.

Other CCL 10-K year-over-year comparisons