Carnival PLC

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Annual Report

Year Ended November 30, 2025

The Carnival plc Annual Report comprises the Strategic Report, Carnival plc consolidated Group and

Company Financial Statements, the DLC Financial Statements and certain parts of the Proxy Statement,

including its Annexes (the “Proxy Statement”).

The Directors consider that, within the Carnival Corporation and Carnival plc dual listed company (“DLC”)

arrangement, the most appropriate presentation of Carnival plc’s results and financial position is by reference to

the Carnival Corporation & plc U.S. GAAP consolidated financial statements (“DLC Financial Statements”).

Accordingly, the DLC Financial Statements are included as part of the Carnival plc Annual Report.

Cautionary Note Concerning Factors That May Affect Future Results

Some of the statements, estimates or projections contained in this document are “forward-looking

statements”that involve risks, uncertainties and assumptions with respect to us, including statements

concerning future results, operations, strategy, outlooks, plans, goals, reputation, cash flows, liquidity and

other events which have not yet occurred. These statements are intended to qualify for the safe harbors from

liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange

Act of 1934, as amended. All statements other than statements of historical facts are statements that could be

deemed forward-looking. These statements are based on current expectations, estimates, forecasts and

projections about our business and the industry in which we operate and the beliefs and assumptions of our

management. We have tried, whenever possible, to identify these statements by using words like “will,”

“may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,”

“forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and similar

expressions of future intent or the negative of such terms.

Forward-looking statements include, but are not limited to, statements that relate to our outlook and

financial position, as well as, statements regarding:

•

Pricing

• Liquidity and credit ratings

•

Booking levels

• Investment grade leverage metrics

•

Occupancy

• Dividends

•

Interest, tax and fuel expenses

• Estimates of ship depreciable lives and residual values

•

Currency exchange rates

• Adjusted return on invested capital (“ROIC”)

•

Goodwill, ship and trademark fair values

• The proposed unification and redomiciliation

transactions

Because forward-looking statements involve risks and uncertainties, there are many factors that could cause

our actual results, performance or achievements to differ materially from those expressed or implied in this

Strategic Report. This Strategic Report contains important cautionary statements of the known factors that

we consider could materially affect the accuracy of our forward-looking statements and adversely affect

our business, results of operations and financial position.

Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any

continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any

obligation to disseminate, after the date of this document, any updates or revisions to any such forward-

looking statements to reflect any change in expectations or events, conditions or circumstances on which

any such statements are based.

Forward-looking and other statements in this document may also address our sustainability progress, plans,

and goals (including emissions and environmental-related matters). In addition, historical, current, and

forward-looking sustainability-related statements may be based on standards and tools for measuring

progress that are still developing, internal controls and processes that continue to evolve, and assumptions

and predictions that are subject to change in the future and may not be generally shared.

Adjusted ROIC provides additional information to us and investors about our operating performance

relative to the capital we have invested in the company. We define adjusted ROIC as the twelve-month adjusted

net income (loss) before interest expense and interest income divided by the monthly average of debt plus

equity minus construction-in-progress, excess cash, goodwill and intangibles.

Strategic Report

The Directors consider that within the DLC arrangement, the most appropriate presentation of Carnival

plc’s business strategy is by reference to the consolidated strategy of Carnival Corporation & plc. Accordingly,

this Strategic Report presents the required strategy and business review for Carnival Corporation & plc in

order to satisfy reporting requirements of the Companies Act 2006.

CARNIVAL PLC ANNUAL REPORT

PAGE NO.

Strategic Report

Executive Overview

.....................................................

1. Business

...........................................................

A. Overview

........................................................

B. Global Cruise Industry

...............................................

C. Our Global Cruise Business

...........................................

D. Website Access to Carnival Corporation & plc SEC Reports

.....................

E. Industry and Market Data

............................................

F. Cybersecurity

.....................................................

G. Properties

........................................................

H. Legal Proceedings

..................................................

I. Executive Officers and Corporate Governance

...............................

J. Dividends

........................................................

K. Repurchase Authorizations

............................................

2. Business Review

.....................................................

3. Internal Control and Risk Assessment

......................................

4. Risk Management and/or Mitigation of Principal and Emerging Risks

...............

5. Going Concern Confirmation and Viability Statement

...........................

6. Non-Financial and Sustainability Information Statement

.........................

7. Section 172(1) Statement

...............................................

Carnival plc Financial Statements for the year ended November 30, 2025

Carnival plc Group Financial Statements

......................................

Carnival plc Parent Company Financial Statements

...............................

108

Deloitte LLP Independent Auditor’s Report

....................................

123

DLC Financial Statements and Other Information

DLC Financial Statements

................................................

131

Common Stock and Ordinary Shares

........................................

168

Stock Performance Graphs

................................................

169

Corporate and Other Information

...........................................

170

Proxy

Statement

Page No.

Other Information from the Proxy Statement

Carnival plc Directors’ Report

..............................................

A-1

Carnival plc Directors’ Remuneration Report – Part I

..............................

Carnival plc Directors’ Remuneration Report – Part II

.............................

B-1

Carnival plc Corporate Governance Report

.....................................

C-1

The Carnival plc Annual Report has been submitted to the National Storage Mechanism in European

Single Electronic Format (“ESEF”) and is available for inspection at

data.fca.org.uk/#/nsm/nationalstoragemechanism and will be included in the Annual Meeting materials

available to the Carnival plc shareholders. Only the Carnival plc Annual Report in ESEF is the official version

for the purposes of the ESEF Regulation. The Form 10-K is not set forth within this document but is

available for viewing at www.carnivalcorp.com or www.carnivalplc.com.

2025 Executive Overview

2025 was another strong year that exceeded expectations, setting new records across our business and

achieving more milestones, including:

• Record revenues of $26.6 billion

• All-time high operating income of $4.5 billion, up 25% compared to the prior year

• Achieved the highest adjusted return on invested capital (“ROIC”) in 19 years

• Record booking trends with continued strong close-in demand throughout the year

• Ended 2025 with record year-end customer deposits, up nearly 7% year over year

In 2025, we made significant progress strengthening our balance sheet. In December 2025, we successfully

completed our $19 billion refinancing plan in less than a year and reduced total debt by over $10 billion since

our peak in January 2023. In addition, we surpassed our investment grade leverage metric threshold. These

accomplishments enabled us to reinstate our dividend, reflecting both our confidence in the durability of our

cash generation and the improvements we have made to our balance sheet.

Looking forward, we are well-positioned to create even greater shareholder value over time as we continue

to reinvest in our future. This will be driven by our focus on driving commercial excellence, disciplined newbuild

strategy, our expansion of return-generating ship enhancement initiatives across some of our cruise lines

and our exclusive destination development program.

We continue to strengthen our demand generating efforts to position ourselves for success in 2026 and

beyond. Our world-class cruise lines are refining their focus on target markets, sharpening marketing

messages and reaching target consumers more efficiently. We are also enhancing our commercial strategies

by leveraging AI to improve marketing effectiveness, deliver personalized experiences and drive efficiency

gains across all our cruise lines. Together, we believe these initiatives will increase same ship revenues,

drive margins and returns higher over time and help to close the price-to-value gap we offer versus land-

based alternatives.

In 2025, we opened our game-changing new exclusive destination, Celebration Key, Grand Bahama, which

has already hosted more than one million guests since its July opening. We will continue to build on the

success of Celebration Key through planned expansions at some of our other Paradise Collection

properties, including RelaxAway, Half Moon Cay and Isla Tropicale (formerly Mahogany Bay) in 2026. In

addition, we recently announced the development of Ensenada Bay Village —

Treasures of Baja

. This

destination will showcase the natural beauty of Baja California, Mexico through a blend of adventure, culture

and relaxation experiences while benefitting our west coast deployments.

During 2025, we also continued making progress towards our sustainability goals. We reached our 2030 goal

ahead of schedule, cutting greenhouse gas emissions intensity by over 20% relative to our 2019 baseline.

Separately, our Less Left Over strategy helped reduce food waste by over 47%, edging closer to our 50% target

set for 2030.

In addition, we continue to take actions that will strengthen our ability to deliver long-term shareholder

value. We recently announced that our Boards of Directors recommends unifying our dual listed company

under a single corporate entity to streamline governance and reporting. This would also create a single global

share price, reduce administrative costs and is expected to increase liquidity and weighting in major U.S.

stock indexes.

Together in 2025, we delivered unforgettable happiness to over 13.5 million people around the world by

providing them with extraordinary cruise vacations while honoring the integrity of every ocean we sail, place

we visit and life we touch. We are grateful for the efforts of our over 160,000 hard-working and dedicated

team members who delivered incredible results this year and have set us up well for another step forward in

2026.

Strategic Report

Business.

Overview

Summary

Carnival Corporation was incorporated in Panama in 1974 and Carnival plc was incorporated in England

and Wales in 2000. Carnival Corporation and Carnival plc operate a dual listed company (“DLC”) whereby

the businesses of Carnival Corporation and Carnival plc are combined through a number of contracts

and through provisions in Carnival Corporation’s Articles of Incorporation and By-Laws and Carnival plc’s

Articles of Association. The two companies operate as if they are a single economic enterprise with a

single executive management team and identical Boards of Directors, but each has retained its separate

legal identity. Carnival Corporation and Carnival plc are both public companies with separate stock exchange

listings and their own shareholders. Together with their consolidated subsidiaries, Carnival Corporation

and Carnival plc are referred to collectively in this Strategic Report as “Carnival Corporation & plc,”

“company,” “our,” “us” and “we.” We are the largest global cruise company, and among the largest leisure

travel companies, with a portfolio of world-class cruise lines — AIDA Cruises, Carnival Cruise Line, Costa

Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises and Seabourn. During 2025, we

sunset the P&O Cruises (Australia) brand and folded its Australia operations into Carnival Cruise Line.

Following a review of the corporate structure, the Boards of Directors of Carnival Corporation and Carnival

plc recommended unifying the dual listed company under a single corporate entity, Carnival Corporation,

listed solely on the New York Stock Exchange, with Carnival plc as its wholly-owned UK subsidiary. Under

this plan, Carnival plc shareholders would receive Carnival Corporation shares on a one-for-one basis,

and Carnival plc shares and American Depositary Receipts would be de-listed from both the London Stock

Exchange and the New York Stock Exchange, respectively. Carnival Corporation also proposes shifting its

legal incorporation from Panama to Bermuda under the name Carnival Corporation Ltd., a jurisdiction

widely recognized and aligned with international financial standards. There will be no material changes to

the company’s business fundamentals, including strategy, underlying assets and operations or to the company’s

commitment to the vital UK market. The unification and legal incorporation in Bermuda are expected to

preserve key shareholder voting and economic rights.

These proposals will be subject to certain conditions, including the approval of shareholders and receipt of

regulatory and UK court approvals. Carnival Corporation and Carnival plc intend to hold meetings of

shareholders in April 2026 to consider the proposals. Subject to shareholders approving the proposals and

the remaining conditions being satisfied, the company intends to complete the unification and legal

incorporation in Bermuda in the second quarter of 2026. More information on the proposed unification

and legal incorporation in Bermuda will be included in materials Carnival Corporation and Carnival plc

expect to file with the Securities and Exchange Commission (“SEC”), which will be available without charge

on the SEC’s website.

II.

Purpose & Mission, Core 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.

Core Values

•

Listen & Learn

— We listen — actively and inclusively — to make better decisions and learn from

our successes and failures.

•

Speak Up

— We can respectfully share ideas, feedback, concerns and questions with confidence.

•

Respect & Protect

— We protect what matters — our people, our company and our planet — treating

everyone with dignity and respect.

•

Always Improving

— We always try to do our jobs better and innovate to drive the business forward.

•

Better Together

— We work collaboratively as a team to successfully deliver on our purpose, mission

and goals.

•

Guest Obsessed

— We put our guests front and center, delighting them at every opportunity.

Priorities

Ensure each of our world-class cruise lines owns its space in the vacation market.

Different travelers seek different vacation experiences. That is why our portfolio of world-class cruise lines

gives us such a powerful competitive advantage. With eight distinctive cruise lines operating around the globe,

each brand has the opportunity to stand out with a clear, compelling identity that attracts its own unique

profile of new and loyal guests. When we market those differences distinctly and deliver on them throughout

the journey, we unlock higher levels of guest satisfaction, drive stronger bookings and demand and

generate increased pricing power.

Be Travel & Leisure’s employer of choice.

Our team members are the heart of the unforgettable happiness we deliver to over 13.5 million guests each

year. With a team of more than 160,000 individuals from approximately 150 countries, we proudly reflect the

cultural richness of our guests and the global community. We intentionally cultivate a workplace

environment where everyone feels welcomed, included, supported and empowered to succeed, reinforcing

our ambition to be the world’s number-one choice for hospitality, travel and leisure careers.

Stay committed to excellence in compliance, environmental protection and the well-being of every life we touch.

Achieving our Purpose and Mission starts with being responsible corporate citizens and strong stewards of

our planet. That means preserving our environment, caring for our guests, our communities and our team,

upholding the laws that govern our business and holding ourselves to the highest standards.

Execute our sustainability roadmap.

We are privileged to explore remarkable cultures and environments around the world — and it is our shared

responsibility to honor and help preserve them. Without the thriving communities, healthy oceans and

stunning places we visit, we could not deliver our Purpose and Mission or achieve our other priorities. That

is why it is imperative that we continue to reduce our fuel consumption and carbon footprint, advance a

circular economy and strengthen shared-value partnerships with the communities we sail to and from.

Further strengthen our balance sheet while delivering outsized shareholder returns.

Several years of exceptional performance has significantly strengthened our financial fitness — reducing

debt, achieving strong profitability and double-digit ROIC, surpassing the investment grade threshold and

reinstating our dividend. We are fortifying our position through disciplined cost control and continued

deleveraging. At the same time, our measured investments in newbuilds, major ship midlife refurbishment

enhancements across our cruise lines and destination development, and continued focus on commercial

excellence, are setting the stage for substantial long-term growth and value creation.

Strategic Report

Global Cruise Industry

Overview

Cruising offers a broad range of products and services to suit vacationing guests of many ages, backgrounds

and interests. 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.

Cruise brands can be broadly classified as offering contemporary, premium and luxury cruise experiences.

The contemporary experience appeals to a broad segment of the cruise vacation industry, including families

with children of all ages, features a variety of activities and entertainment venues and generally includes

cruises that last seven days or less. The premium experience emphasizes quality, comfort, style and more

varied itineraries. The premium experience generally includes cruises that last from seven to 14 days. The

luxury experience is generally characterized by very high standards of accommodation and service, smaller

vessel size and exotic itineraries to ports that are inaccessible by larger ships. We have product and service

offerings in each of these three broad classifications.

II.

Passenger Capacity by Ocean Going Vessels

Passenger Capacity as of

December 31 (a)

Calendar Year

Global Cruise

Industry (b)

Carnival

Corporation & plc

2023

..............................................

701,110

263,300

2024

..............................................

733,010

269,970

2025

..............................................

764,310

272,460

(a)

In accordance with cruise industry practice, passenger capacity is calculated based on the assumption

of two passengers per cabin even though some cabins can accommodate three or more passengers.

(b)

Global cruise industry data was obtained from Cruise Industry News.

III.

Competition

The global cruise industry is a relatively small part of the global vacation market. We compete with land-

based vacation alternatives throughout the world, such as hotels, resorts (including all-inclusive resorts),

theme parks, organized tours, casinos, vacation ownership properties, and other internet-based alternative

lodging sites. Based on 2025 Cruise Industry News statistics, as of December 31, 2025, 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.

Our Global Cruise Business

Segment and Brand Information

November 30, 2025

Passenger

Capacity

Percentage of

Total Capacity

Number of

Cruise Ships

North America Segment

Carnival Cruise Line

.....................

94,340

35%

Princess Cruises

........................

54,890

20%

Holland America Line

....................

23,030

Seabourn

.............................

2,640

(a)

174,910

64%

Europe Segment

AIDA Cruises (“AIDA”)

..................

32,270

12%

Costa Cruises (“Costa”)

...................

31,140 (b)

11%

P&O Cruises

..........................

24,300

Cunard

..............................

9,770

97,470

36%

272,380

100%

(a)

Includes

Seabourn Sojourn

which is expected to leave the fleet in May 2026.

(b)

Includes

Costa Fortuna

which is expected to leave the fleet in September 2026.

We also have a Cruise Support segment that includes our portfolio of leading port destinations and

exclusive islands as well as other services, all of which are operated for the benefit of our cruise brands.

In addition to our cruise operations, we own Holland America Princess Alaska Tours, the leading tour

company in Alaska and the Canadian Yukon, which complements our Alaska cruise operations. Our tour

company owns and operates hotels, lodges, glass-domed railcars and motorcoaches which comprise our Tour

and Other segment.

II.

Ships Under Contract for Construction

As of November 30, 2025, we have a total of seven cruise ships expected to be delivered through 2033. Our

ship construction contracts are with Fincantieri in Italy and Meyer Werft in Germany.

Expected

Delivery Date

Passenger Capacity

Lower Berth

AIDA

Newbuild (a)

....................................

February 2030

4,280

Newbuild (a)

....................................

December 2031

4,280

Carnival Cruise Line

Carnival Festivale

.................................

April 2027

5,360

Carnival Tropicale

................................

March 2028

5,360

Newbuild

......................................

July 2029

6,160

Newbuild

......................................

July 2031

6,160

Newbuild

......................................

June 2033

6,160

(a)

Ships are subject to financing.

Strategic Report

III.

Descriptions of Cruise Brands

AIDA is the most recognized brand in the German cruise market. Its ships visit many beautiful destinations

around the world and bring together people of all ages. AIDA delights guests with excellent service and a

variety of extraordinary experiences. The smile on the bow of the ships represents the unique AIDA attitude

on life — relaxed, friendly, colorful, cosmopolitan and uncomplicated.

Carnival Cruise Line is “The World’s Most Popular Cruise Line

” and has provided multi-generational

family entertainment at exceptional value to its guests for over 50 years. Carnival Cruise Line creates an

environment where guests can be their most playful selves on ships that are designed to inspire the experience

of bringing people together, with limitless opportunities for guests to create their own fun.

For over 75 years, Costa has brought wonder to guests’lives, allowing them to discover unique destinations

and experiences both onboard and onshore. Costa’s warm hospitality and high-quality onboard services

feature a true European touch and Italian passion, setting Costa apart from any other cruise experience.

For 185 years, the iconic Cunard fleet has perfected the timeless art of luxury ocean travel. Cunard’s distinct

voyages are meticulously crafted to offer fine dining and bars, unique entertainment, and the famous

White Star Service

, comfort and style. A pioneer in transatlantic crossings and World Voyages, its

destinations also include Europe, the Caribbean and Alaska.

For over 150 years, Holland America Line has delivered experiences too good to hurry through — perfecting

the art of leisurely travel for guests who seek to explore more than 100 countries and connect with the

world and each other. With nearly 80 years of leadership in Alaska, Holland America offers immersive

journeys aboard perfectly sized ships, with fresh, locally sourced cuisine, extraordinary entertainment at sea

and a tradition of genuine hospitality.

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

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. P&O Cruises’fleet of

premium ships deliver authentic travel experiences around the world, combining style and quality with a

sense of occasion and attention to detail, to create a truly memorable holiday.

For 60 years, Princess Cruises has unlocked the world and inspired discovery through enriching vacations

that connect people, places and cultures. Every journey is designed to spark interaction and create

unforgettable experiences both onboard and ashore. Guests enjoy the perfect balance of elevated comfort

and genuine warmth, where interactions with the Princess crew makes every moment feel personal. With

hands-on opportunities to explore and learn, Princess creates unforgettable memories across the most

extraordinary destinations on earth.

Seabourn, a leader in ultra-luxury cruising, sails to legendary cities and less-traveled ports. Intimate ships

with a yacht-like atmosphere allow guests to discover the unexpected — about the world and about themselves.

Guests enjoy all ocean-front suites and world-class gourmet dining as they wish. Seabourn creates moments

of surprise and delight known as “Seabourn Moments.”Seabourn’s fleet also includes two ultra-luxury

expedition ships purpose-built for immersive and adventurous travel experiences.

IV.

Port Destinations and Exclusive Islands

We operate a portfolio of port destinations and exclusive islands enabling us to offer exceptional experiences

by creating a wide variety of high-quality destinations that are uniquely tailored to our guests’preferences.

Our port destinations and exclusive islands welcomed 7.4 million guests in 2025 and 6.5 million in 2024. In

addition, to secure preferential berth access to third-party ports, we enter into berthing agreements and

commitments.

Our portfolio of seven owned or operated ports and destinations includes:

• Amber Cove in the Dominican Republic

• Celebration Key, an exclusive destination in The Bahamas

• Grand Turk Cruise Center in Turks & Caicos

• Isla Tropicale in Roatan, an exclusive destination in Honduras (formerly Mahogany Bay)

• Princess Cays, an exclusive island in The Bahamas

• Puerta Maya in Cozumel, Mexico

• RelaxAway, Half Moon Cay, an exclusive island in The Bahamas

Strategic Report

During 2025, we introduced the Paradise Collection, which currently includes:

Celebration Key, our newly launched exclusive cruise port destination on the southern coast of Grand

Bahama Island, officially opened in July 2025. Celebration Key welcomes guests to a stunning beach and

offers an abundance of features and amenities for our guests. With a pier extension slated for completion in

2026, Celebration Key will be able to accommodate up to four of our cruise ships simultaneously.

Additionally, its strategic location supports our efforts to design more energy efficient itineraries.

RelaxAway, Half Moon Cay, our highly rated and award-winning exclusive Bahamian destination will be

enhanced to lean further into this destination’s natural beauty and pristine appeal. In addition to its existing

tender operations, RelaxAway, Half Moon Cay will feature a newly constructed pier that is expected to

open in the summer of 2026 and will allow two cruise ships to dock.

Isla Tropicale (formerly Mahogany Bay), our port destination in Roatan, Honduras will be expanded in

2026 to include a large pool with a swim up bar and cabanas with additional enhancement plans in the future.

Passengers Carried by Principal Source Geographic Areas

Carnival Corporation & plc

Passengers Carried

Brands’ Main Source Markets

(in thousands)

2025

2024

2023

United States and Canada

8,092

7,938

7,410

Carnival Cruise Line, Cunard,

Holland America Line, Princess Cruises and

Seabourn

Continental Europe

.......

2,754

2,702

2,590

AIDA and Costa

United Kingdom

.........

1,108

1,087

970

Cunard and P&O Cruises

Australia and New Zealand . .

944

1,027

940

Carnival Cruise Line and Princess

Cruises

Other

.................

729

754

550

Total

.................

13,627

13,509

12,460

VI.

Cruise Programs

Carnival Corporation & plc

Percentage of Passenger Capacity by Itinerary

2026

2025

2024

Caribbean

..............................

35%

34%

Europe without Mediterranean

...............

Mediterranean

...........................

Alaska

................................

Australia and New Zealand

..................

Other

.................................

100%

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. Prices vary

depending on a number of factors, including itinerary, category of guest accommodation, season, duration

and brand. We offer a variety of promotions, including early booking, past guest recognition and travel agent

programs.

Our bookings are generally taken several months in advance of the cruise departure date. Typically, the

longer the cruise itinerary, the further in advance the bookings are made. This lead time allows us to actively

manage our prices in relation to guest demand and the number of available cabins through our revenue

management capabilities and other initiatives.

The cruise ticket price typically includes the following:

• Accommodations

• Most meals, including snacks at numerous venues

• Access to onboard amenities such as swimming pools, water slides, water parks, whirlpools, a health

club and sun decks

• Entertainment, such as theatrical and comedy shows, live music and nightclubs

• Visits to multiple ports, including our portfolio of owned or operated ports and destinations

• Childcare and supervised youth programs

Strategic Report

We offer our guests a variety of packages to encourage the advance purchase of certain onboard items.

These packages are primarily sold as an incremental bundled package or, for certain of our brands, may be

combined with cruise tickets and sold to guests for a single price. These packages may include one or more of

the following:

• Beverage packages

• Internet packages

• Shore excursions

• Photo packages

• Air and other transportation packages

• Onboard spending credits

• Specialty restaurants

• Service charges

Our brands’payment terms generally require that a guest pay a deposit to confirm their reservation and

then pay the balance due before the departure date.

VIII.

Seasonality

Our passenger ticket revenues are seasonal. Demand for cruises has been greatest during our third quarter,

which includes the Northern Hemisphere summer months. This higher demand during the third quarter

results in higher ticket prices and occupancy levels and, accordingly, the largest share of our operating

income is typically earned during this period. Our results are also impacted by ships being taken out-of-

service for planned maintenance, which we schedule during non-peak seasons. In addition, substantially all

of Holland America Princess Alaska Tours’revenue and operating income is generated from May through

September in conjunction with Alaska’s cruise season.

IX.

Onboard and Other Revenues

In 2025, 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 and experiences

• Specialty restaurants

• Retail sales

• Photo sales

Many of these goods and services are available for purchase prior to embarkation and can be purchased

individually or as a bundled value added package. Onboard and other activities are provided either directly

by us or by independent concessionaires, from which we receive either a percentage of their revenues or a fee.

Concession revenues do not have direct expenses because the costs and services incurred for concession

revenues are borne by our concessionaires.

Marketing Activities

Guest feedback and research support the development of our overall marketing and business strategies to

drive demand for cruises and increase the number of first-time cruisers. Our goal has always been to increase

consumer awareness for cruise vacations and further grow our share of their vacation spend. 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 (“NPS”), which reflect the likelihood that our guests will recommend our brands’ cruise products

and services to friends and family, including those new-to-cruise.

During 2025, we increased our marketing and advertising programs, driving even greater demand across

our world-class cruise lines as well as our portfolio of port destinations and exclusive islands. Each of our

cruise lines is focused on creating further brand differentiation and clarity around its unique value proposition,

executing on a range of carefully targeted, results-driven marketing and advertising programs to reach its

optimal market segment of new and loyal guests and travel agent partners. Among these programs are

increasingly effective digital performance marketing and lead generation approaches that have attracted new

guests online by leveraging the reach and impact of digital marketing and social media. We have also

invested in new marketing technologies to deliver more engaging and personalized communications, further

enhancing their effectiveness. Collectively through these programs, we have cultivated cruising advocates

creating word-of-mouth demand and preference for our brands, ships, itineraries, including our port

destinations and exclusive islands and onboard products and services.

In addition, all of our cruise brands offer guest loyalty and recognition programs that motivate future

purchases from our repeat guests. Each brand strategically leverages its catalog of demand-generating rewards

and incentives to bring repeat guests back time and again with finely honed offers, such as special fares,

onboard activity discounts, complimentary laundry and internet services, expedited ship embarkation and

disembarkation and special onboard activities.

XI.

Sales Channels

We sell our cruises through travel agents, tour operators, company vacation planners, our websites, customer

service agents and onboard future cruise consultants. Our individual cruise brands’relationships with their

travel agent partners are generally independent of each of our other brands. 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. 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 2025, no

group of travel agencies under common control accounted for 10% or more of our revenues. We also

employ a wide variety of educational programs, including websites, seminars and videos, to train agents on

our cruise brands and their products and services. In 2025, 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. Additionally, all

of our cruise brands have their own consumer websites that provide access to information about their products

and services to users and enable their guests to quickly and easily book cruises and other products and

services online. These sites interface with our brands’social networks, blogs and other social media sites,

which allow them to develop greater contact and interaction with their guests before, during and after their

cruise. We also employ vacation planners and onboard future cruise consultants who support our sales

initiatives by offering our guests one-on-one cruise planning expertise and other services.

XII.

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. 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. We have continued to map and evaluate risks in

our supply chain, including the categories of products and services sourced and their geographic locations.

We strive to build strong relationships with our suppliers based on shared values. Our Business Partner Code

of Conduct applies to all of our suppliers and other business partners. It outlines our expectation that our

suppliers will respect and follow applicable laws and regulations and promote ethical decisions in all aspects

of their business. We also have a Responsible Sourcing Policy (“RSP”) that builds on our Business Partner

Code of Conduct and our human rights and environmental practices. The RSP establishes a framework that

helps us monitor compliance with our standards. It is designed to ensure that our sourcing practices are

aligned with our business priorities, core values and sustainability goals. The RSP also addresses labor,

environmental, business ethics, management systems and health and safety risks.

XIII.

Human Capital Management and Employees

Our shipboard and shoreside employees are sourced from approximately 150 countries. In 2025, we had an

average of 101,000 employees onboard our ships, excluding employees on leave. Our shoreside operations had

an annual average of 13,000 full-time and 3,000 part-time/seasonal employees. Holland America Princess

Alaska Tours significantly increases its work force during the late spring and summer months in connection

with Alaska’s cruise season.

We have entered into agreements with unions covering certain employees on our ships and in our shoreside

hotel and transportation operations. The percentages of our shipboard and shoreside employees that are

represented by collective bargaining agreements are 48% and 21%, respectively. We consider our employee

and union relationships to be strong.

Strategic Report

A team of highly motivated and engaged employees is key to providing extraordinary cruise vacations. To

facilitate the recruitment, development and retention of our valuable employees, we strive to make Carnival

Corporation & plc a workplace that not only attracts top talent but also provides meaningful opportunities

for professional growth and development.

Talent Development

We are committed to excellence through our comprehensive performance management system that aligns

individual contributions with our business priorities and fosters the continuous development of our employees.

Our structured approach integrates goal setting, regular check-ins and formal evaluations, enabling both

shoreside and shipboard team members to reflect on their growth and receive actionable guidance on

performance expectations and career progression. Managers are equipped to conduct fair, consistent

assessments that inform compensation, promotion and succession planning, while reinforcing high standards

and a culture of continuous improvement across the organization.

We provide our shoreside team members with a variety of training programs and other personal and

professional growth opportunities. We invest in leadership development programs designed to foster career

growth, build strong leaders and retain top talent for advancement across the organization. Through careful

monitoring and evaluation of performance, we cultivate a strong pipeline of experienced leaders who

understand the complexities of managing global cruise operations. This systematic approach to talent

development allows us to maintain the expertise needed to navigate the unique challenges of the cruise

industry while supporting our commitment to sustainable growth and operational excellence. Additionally,

we have a shoreside leadership development program to foster a high-performance culture, promote integrity,

encourage cross-functional exposure and promote ongoing growth. Our strategic approach to succession is

supported by our Boards of Directors and is enhanced by our multi-brand operational structure. This creates

opportunities for leadership development across our organization for potential successors to our senior

management, including our Chief Executive Officer (“CEO”).

We also invest in our shipboard team members through various specialized training programs. Our maritime

training initiatives are particularly crucial, encompassing essential areas such as environmental, health and

safety protocols, guest service excellence and operational efficiency. Our Arison Maritime Center — home to

the Center for Simulator & Maritime Training Academy (“CSMART”), delivers comprehensive professional

maritime training. The state-of-the-art CSMART Academy features the most advanced bridge and

engine room simulator technology and equipment available, with the capacity to provide professional

training for all our bridge, engineering and environmental officers. CSMART participants benefit from a

maritime training experience that fosters advanced knowledge and skills development, critical thinking,

problem solving and decision making — all within a professional learning environment that reinforces our

core values.

Gender Information

Approximate Average for 2025 (a)

Female

Male

Shoreside Employees

...................................

9,000

7,000

Shipboard Employees

..................................

20,000

81,000

Total Employees

......................................

29,000

88,000

(a)

These amounts are approximations and, at times, fluctuate significantly; for example, Holland America

Princess Alaska Tours significantly increases its work force during the late spring and summer months

in connection with Alaska’s cruise season.

As of November 30, 2025

Female

Male

Boards of Directors (a)

......................................

Non-Director Senior Management and Company Secretary

.............

Non-Director Senior Management and Company Secretary Direct Reports . .

(a)

One member of the Boards of Directors preferred not to disclose.

XIV.

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. The main responsibilities of the Global E&C department

are to collaboratively:

• Identify, assess, monitor, prevent, detect and report on ethics and compliance risk

• Ensure compliance accountabilities and responsibilities are clear across the company

• Promote a strong commitment to 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. Refer to Item 3. Internal Control and Risk Assessment on page 47 for

additional details.

XV.

Trademarks and Other Intellectual Property

We own, use and/or have registered or licensed numerous trademarks, patents and patent pending designs

and technology, copyrights and domain names, which have considerable value and some of which are widely

recognized throughout the world. These intangible assets enable us to distinguish our cruise products and

services, port destinations and exclusive islands, ships, and programs from those of our competitors. 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, including our port destinations and exclusive islands.

XVI.

Insurance

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. We maintain certain levels of deductibles for substantially all the below-mentioned

coverages. We may increase our deductibles to mitigate future premium increases. We do not carry coverage

related to loss of earnings or revenues from our ships or other operations.

Protection and Indemnity (“P&I”) Coverages

Liabilities, costs and expenses for illness and injury to crew, guest injury, pollution and other third-party

claims in connection with our cruise activities are covered by our P&I clubs, which are mutual indemnity

associations owned by ship owners.

We are members of three P&I clubs, Gard, Steamship Mutual and UK Club, which are part of a worldwide

group of 12 P&I clubs, known as the International Group of P&I Clubs (the “IG”). The IG insures

directly, and through broad and established reinsurance markets, a large portion of the world’s shipping

fleets. Coverage is subject to the P&I clubs’rules and the limits of coverage are determined by the IG.

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. 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.

War Risk Insurance

We use a combination of insurance and self-insurance to cover war risk for legal liability to crew, guests and

other third parties as well as loss or damage to our vessels arising from war or war-like actions. Our

primary war risk insurance coverage is provided by international marine insurers and our excess war risk

Strategic Report

insurance is provided by our three P&I clubs. Under the terms of our war risk insurance coverage, which

are typical for war risk policies in the marine industry, insurers can give us no less than three days’ notice that

the insurance policies will be canceled. However, the policies may be reinstated at different premium rates.

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.

Taxation

A summary of our principal taxes and exemptions in the jurisdictions where our significant operations are

located is as follows:

U.S. Income Tax

We are primarily foreign corporations engaged in the business of operating cruise ships in international

transportation. We also own and operate, among other businesses, the U.S. hotel and transportation business

of Holland America Princess Alaska Tours through U.S. corporations.

Our North American cruise ship businesses and certain ship-owning subsidiaries are engaged in a trade or

business within the U.S. Depending on its itinerary, any particular ship may generate income from sources

within the U.S. 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.

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.

Application of Section 883 of the Internal Revenue Code

In general, under Section 883 of the Internal Revenue Code, certain non-U.S. corporations (such as our

North American cruise ship businesses) are not subject to U.S. federal income tax or branch profits tax on

U.S. source income derived from, or incidental to, the international operation of a ship or ships. Applicable

U.S. Treasury regulations provide in general that a foreign corporation will qualify for the benefits of

Section 883 if, in relevant part, (i) the foreign country in which the foreign corporation is organized grants

an equivalent exemption to corporations organized in the U.S. in respect of each category of shipping income

for which an exemption is being claimed under Section 883 (an “equivalent exemption jurisdiction”) and

(ii) the foreign corporation meets a defined publicly-traded corporation stock ownership test (the “publicly-

traded test”). Subsidiaries of foreign corporations that are organized in an equivalent exemption

jurisdiction and meet the publicly-traded test also benefit from Section 883. We believe that Panama is an

equivalent exemption jurisdiction and that Carnival Corporation currently satisfies the publicly-traded test

under the regulations. Accordingly, for fiscal 2025, substantially all of Carnival Corporation’s income is exempt

from U.S. federal income and branch profit taxes.

Regulations under Section 883 list certain activities that the Internal Revenue Service does not consider to

be incidental to the international operation of ships and, therefore, the income attributable to such activities,

to the extent such income is U.S. sourced, does not qualify for the Section 883 exemption. 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.

Exemption Under Applicable Income Tax Treaties

We believe that the U.S. sourced 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.

U.S. State Income Tax

Carnival Corporation, Carnival plc and certain subsidiaries are subject to various U.S. state income taxes

generally imposed on each state’s portion of the U.S. source income subject to U.S. federal income taxes.

However, the state of Alaska imposes an income tax on its allocated portion of the total income of our

companies doing business in Alaska and certain of their subsidiaries.

UK Income Tax

Cunard and P&O Cruises are divisions of Carnival plc and have elected to enter the UK tonnage tax regime

under a rolling eight-year term and, accordingly, reapply every year. Companies to which the tonnage tax

regime applies pay corporation taxes on shipping activities 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.

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.

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

normal UK corporation tax.

Italian and German Income Tax

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

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

which the tonnage tax regime applies pay corporation taxes on shipping activities calculated by reference

to the net tonnage of qualifying ships.

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

normal Italian corporation tax.

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

income tax treaty.

Global Minimum Tax

The Organization for Economic Co-operation and Development (“OECD”) issued Model Rules for

implementation of a 15% minimum tax for multinational enterprises as part of its initiative intended to

address the tax challenges arising from globalization. Subject to certain requirements, the OECD Model Rules

provide an exclusion for international shipping income.

Carnival plc and its subsidiaries became subject to these rules beginning in fiscal 2025 and Carnival

Corporation and its subsidiaries will be subject to the rules beginning in fiscal 2026. Carnival plc and its

subsidiaries are eligible for the international shipping income exclusion based on their current structure.

Effective December 1, 2025, Carnival Corporation and certain of its subsidiaries aligned into a single tax

jurisdiction with Carnival plc. As a result, we do not believe the application of these rules will have a material

impact on our consolidated financial statements. We will continue to monitor the development of the

OECD’s rules and evaluate the impact on our business.

Other

In addition to or in place of income taxes, virtually all jurisdictions where our ships call impose taxes, fees

and other charges based on guest counts, ship tonnage, passenger capacity or some other measure.

XVIII.

Governmental and Other Regulations

Maritime Regulations

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. 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.

Strategic Report

The primary regulatory bodies that establish maritime laws and requirements applicable to our ships

include:

•

The International Maritime Organization (“IMO”):

All of our ships, and the maritime industry as a

whole, are subject to the maritime safety, security and environmental regulations established by the

IMO, a specialized agency of the United Nations. The IMO’s principal sets of requirements are

mandated through its International Convention for the Safety of Life at Sea (“SOLAS”), its

International Convention for the Prevention of Pollution from Ships (“MARPOL”) and its

International Convention on Standards of Training, Certification and Watchkeeping for Seafarers

(“STCW”).

•

Flag States:

Our ships are registered, or flagged, in The Bahamas, Bermuda, Italy, the Netherlands,

Panama and the UK, which are also referred to as Flag States. Our ships are regulated by these Flag

States through international conventions that govern, among other things, health, environmental,

safety and security matters in relation to our guests, crew and ships. Representatives of each Flag State

conduct periodic inspections, surveys and audits to verify compliance with these requirements.

•

Ship classification societies:

Class certification is one of the necessary documents required for our

ships to be flagged in a specific country, obtain liability insurance and legally operate as passenger

cruise ships. Our ships are subject to periodic class surveys, including dry-dock inspections, by ship

classification societies to verify that our ships have been maintained in accordance with the rules of the

classification societies and that recommended repairs have been satisfactorily completed. Dry-dock

frequency is a statutory requirement mandated by SOLAS.

•

National, regional, and other authorities:

We are subject to the decrees, directives, regulations, and

requirements of Australia, Canada, the European Union (“EU”), New Zealand, the UK, the U.S.,

other countries, and many other authorities, including ports that our ships visit.

•

Port regulatory authorities (Port State Control):

Our ships are also subject to inspection by port

regulatory authorities, which are also referred to as Port State Control, in the various countries that

they visit. Such inspections include verification of compliance with the maritime safety, security,

environmental, customs, immigration, health and labor requirements applicable to each port, as

well as with regional, national and international requirements. Many countries have joined together

to form regional Port State Control authorities.

Our Boards of Directors have Health, Environment, Safety and Security (“HESS”) Committees, which

were comprised of five independent directors as of November 30, 2025. The principal function of the HESS

Committees is to assist the boards in fulfilling their responsibility to supervise and monitor our health,

environmental, safety, security and sustainability policies, programs and initiatives at sea and ashore and

compliance with related legal and regulatory requirements. The HESS Committees and our management

team review significant HESS relevant risks or exposures and associated mitigating actions.

We are committed to implementing appropriate measures to manage identified risks effectively. We have a

Chief Maritime Officer to oversee our global maritime operations, including maritime policy, maritime affairs,

maritime standards, training, shipbuilding, asset management, health operations, research and development

and global port operations. In addition, we have a Chief Risk and Compliance Officer who leads efforts

to promote and monitor a strong ethics and compliance culture throughout the company, including all areas

of HESS.

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

Maritime Safety Regulations

The IMO has safety standards as part of SOLAS. To help ensure guest and crew safety, SOLAS establishes

requirements for the following:

• Vessel design and structural features

• Life-saving and other equipment

• Construction and materials

• Fire protection and detection

• Refurbishment standards

• Safe management and operation

• Radio communications

• Musters

SOLAS requires implementation of the International Safety Management Code (“ISM Code”), which

provides an international standard for the safe management and operation of our ships and for pollution

prevention. All our ships are regularly audited by various national authorities, and we are required to maintain

the relevant ISM Code compliance certificates.

Maritime Security Regulations

Our ships are subject to numerous security requirements. These requirements include the International Ship

and Port Facility Security Code, which is part of SOLAS, the U.S. Maritime Transportation Security Act

of 2002, which addresses U.S. port and waterway security and the U.S. Cruise Vessel Security and Safety Act

of 2010, which applies to all of our ships that embark or disembark passengers in the U.S. 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

Maritime Environmental Regulations

We are subject to numerous international, multi-national, national, state and local environmental laws,

regulations and treaties that govern air emissions, waste management, and the storage, handling, use and

disposal of hazardous substances such as oils, chemicals, solvents and paints.

As a means of managing and improving our environmental performance and compliance, we adhere to

standards set by the International Organization for Standardization (“ISO”), an international standard-

setting body, which produces worldwide industrial and commercial standards. The environmental management

system of our company and ships is certified in accordance with ISO 14001, the environmental management

standard that was developed to help organizations manage the environmental impacts of their processes,

products and services.

International Regulations

The principal international convention governing marine pollution prevention and response is MARPOL.

Preventing and Minimizing Pollution

MARPOL contains requirements designed to prevent and minimize both accidental and operational

pollution by oil, sewage, garbage and air emissions and the provision of facilities at ports and terminals for

the reception of sewage and sets forth specific requirements related to vessel operations, equipment,

recordkeeping and reporting that are designed to prevent and minimize pollution. All our ships must carry

an International Oil Pollution Prevention Certificate, an International Sewage Pollution Prevention Certificate,

an International Air Pollution Prevention Certificate and a Garbage Management Plan. Administrative,

civil and criminal penalties may be assessed for violations. The ship’s Flag State issues these certificates, which

evidence their compliance with the MARPOL regulations regarding prevention of pollution by oil,

sewage, garbage and air emissions.

Strategic Report

MARPOL’s requirements for air emissions from vessels are designed to reduce emissions of sulfur oxides

(“SOx”), nitrogen oxides (“NOx”), particulate matter and greenhouse gases (“GHG”) emissions.

Sulfur Emissions

The IMO has a global 0.5% sulfur cap for marine fuel. The options to comply with this sulfur cap include

the installation and use of Advanced Air Quality Systems, or the use of low sulfur or alternative fuels.

MARPOL further specifies requirements for Emission Control Areas (“ECAs”) with stricter limitations on

sulfur emissions content in these areas, requiring ships to use fuel with a sulfur content of no more than

0.1%, or to use alternative emission reduction methods, such as Advanced Air Quality Systems.

We have Advanced Air Quality Systems on most of our ships, which are aiding in compliance with the

applicable sulfur requirements. We use Advanced Air Quality Systems wherever possible subject to local

laws and regulations.

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 technical measures apply to

the design of new vessels and the operational measures apply to all vessels.

The IMO mandates a data collection system for reporting fuel oil consumption. In 2023, MARPOL

changes in support of the IMO’s GHG emission reduction goals went into effect and include an operational

measure called the Carbon Intensity Indicator (“CII”), an annual ship-level CO

intensity emissions

performance measure, and a technical measure called the Energy Efficiency Existing Ship Index (“EEXI”),

a one-off measure similar to the Energy Efficiency Design Index (“EEDI”) for newbuilds, that confirms for a

specific condition that a ship meets a target CO

emission intensity. 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. 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. 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

emissions intensity by 2030 compared to 2008.

In April 2025, the IMO drafted the Net Zero Framework, a set of fuel standards and market-based

measures that could result in increased compliance-related costs, which may have a material impact on our

profitability. In October 2025, IMO member states voted to postpone the adoption discussions until late 2026.

The one-year postponement introduces additional uncertainty regarding its likelihood for adoption and its

final form.

Ballast Water

Ballast water is water used to stabilize ships at sea and maintain safe operating conditions throughout a

voyage. The IMO’s Ballast Water Management Convention governs the discharge of ballast water from ships,

establishes ballast water management practices for environmental protection and requires the installation

of ballast water management systems for existing ships. The convention also sets requirements for ballast

water exchange, record keeping, and maintaining an approved Ballast Water Management Plan.

ii.

U.S. Federal and State Regulations

The Oil Pollution Act of 1990 (“OPA 90”) established a comprehensive federal liability regime, as well as

prevention and response requirements, relating to discharges of oil in U.S. waters. We are required to maintain

Certificates of Financial Responsibility (“COFR”) that demonstrate our financial responsibility up to the

liability limits set by OPA 90 and having oil spill response plans in place. It is possible, however, for our liability

limits to be broken, which could expose us to unlimited liability. Coastal states also impose liabilities and

requirements beyond those imposed under federal law. Some of these state laws impose unlimited liability for

oil spills and contain more stringent financial responsibility and contingency planning requirements. Most

coastal states have also enacted environmental regulations that impose strict liability for removal costs and

damages resulting from a discharge of oil or a release of a hazardous substance.

The U.S. Environmental Protection Agency (“EPA”) has the authority to regulate incidental discharges

from commercial vessels, including discharges of ballast water, bilge water, gray water, anti-fouling paints

and other substances during normal operations within the regulated waters. For our affected ships, the

incidental discharge requirements are set forth in EPA’s Vessel General Permit (“VGP”), which establishes

effluent limits for specific discharges incidental to the normal operation of a vessel. 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.

In 2018, the Vessel Incidental Discharge Act (“VIDA”) was signed into law and was intended to clarify and

streamline discharge requirements for the incidental discharges covered by the VGP and U.S. Coast Guard

(“USCG”) ballast water regulations. Until the USCG regulations are final, effective and enforceable,

vessels continue to be subject to the existing discharge requirements established in the VGP and the USCG’s

ballast water regulations, as well as any other applicable state and local government requirements.

There are a number of National Marine Sanctuaries and Marine National Monuments in force, some of

which are transited through by our ships. Each area is governed by site-specific requirements that prohibit

most discharges from ships.

The state of Alaska requires permitting for certain discharges from cruise ships in designated Alaskan

waters. 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. The state of California also has environmental requirements significantly

more stringent than federal requirements for water discharges and air emissions.

iii.

EU, EU Member State and UK Regulations

The EU has adopted a broad range of substantial environmental measures aimed at improving the quality

of the environment and has directives on environmental liability and enforcement and a recommendation

providing for minimum criteria for environmental inspections.

The European Commission’s (“EC”) strategy is to reduce emissions from ships. The EC strategy seeks to

implement SOx Emission Control Areas set out in MARPOL.

The EC has also implemented regulations aimed at reducing GHG emissions from maritime shipping

through a Monitoring, Reporting and Verification regulation, which involves collecting emissions data from

ships over 5,000 gross tons to monitor and report GHG emissions on all voyages to, from and between

European Union ports.

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.

The ETS regulates emissions through a “cap and trade”principle, where a cap is set on the total amount of

certain emissions that can be emitted. The maritime shipping sector became included in the scope of ETS in

2024, requiring ships to procure emission allowances covering 40% of their 2024 emissions inside EU

waters to surrender 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 cost of the EU ETS regulations in 2025 was

$91 million and it is expected to be approximately $170 million in 2026. In addition, the UK plans to

include domestic legs and port calls of ships engaged in international voyages under its national ETS

beginning in July 2026. We do not expect complying with the UK’s national ETS for domestic shipping to

have a material impact on our profitability in 2026.

The FuelEU Maritime regulation, which became effective in January 2025, is a framework designed to

reduce maritime emissions by increasing the use of sustainable alternative fuels and, for container and

passenger ships (including cruise ships), the use of shore power. The regulation requires compliance with

the maximum limits of GHG intensity of energy used on board. The stringency of these limits increases over

time, and there are financial penalties for non-compliance.

The ETD is a framework for the taxation of energy products and sets minimum rates of excise duty to

encourage a low carbon economy. Proposed amendments to the ETD will introduce new tax rates based on

the energy content and environmental impact rather than volume. If adopted, these amendments will also

widen the directive to include maritime fuels, which were previously exempt. To date, there is no timeline for

adoption of these amendments.

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Maritime Health Regulations

We are committed to providing a healthy environment for all of our guests and crew. We collaborate with

public health inspection programs throughout the world, such as the Centers for Disease Control and

Prevention in the U.S. and the SHIPSAN Project in the EU, to ensure that development of these programs

leads to enhanced health and hygiene onboard our ships. Through our collaborative efforts, we work with the

authorities to develop and revise guidelines, review plans and conduct on-site inspections for all newbuilds

and significant ship renovations. We work closely with governments and health authorities around the world

to ensure that our health and safety protocols comply with the requirements of each location. 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.

Maritime Labor Regulations

The International Labor Organization develops and oversees international labor standards and includes a

broad range of requirements, such as the definition of a seafarer, minimum age of seafarers, medical

certificates, recruitment practices, training, repatriation, food, recreational facilities, health and welfare,

hours of work and rest, accommodations, wages and entitlements.

The STCW, as amended, establishes additional minimum standards relating to training, including security

training, certification and watchkeeping for our seafarers.

Other Governmental Regulations

Compliance with GHG regulations and the associated potential cost is complicated by the fact that various

countries and regions are following different approaches to climate-related regulations.

In most countries where we source the majority of our guests, we are required to establish financial

responsibility, such as obtaining a guarantee from stable financial institutions and insurance companies, to

satisfy liability in cases of our non-performance of obligations to our guests. The amount of financial

responsibility varies by jurisdiction based on the amount mandated by the applicable local legislation,

regulatory agency or association.

In Australia and most of Europe, we may be obligated to honor our guests’cruise payments made by them

to their travel agents and tour operators regardless of whether we receive these payments.

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.

XIX.

Sustainability and Environmental Impact

Sustainability forms an important element of our business strategy. Our efforts to promote the safety and well-

being of our guests and crew, protect the environment, create opportunities for our workforce, build strong

relationships and support the communities we operate in and visit, reflect our core values and are key to our

long-term success.

In 2021, we established sustainability goals for 2030, building on the momentum of our successful

achievement of our 2020 sustainability goals. During 2024, we conducted a comprehensive review of our

2030 sustainability goals to align with our ongoing progress. This review resulted in strategic refinements to

our sustainability roadmap, including the revision of existing goals, establishment of new targets and

retirement of previously achieved goals. As part of the process, we also reorganized our sustainability focus

areas into two overarching themes, People and Planet. Our People focus areas include — Well-Being,

Inclusion and Belonging and Sustainable Tourism. Our Planet focus areas include — Climate Action,

Circular Economy and Biodiversity and Conservation.

Sustainability Goals Progress

The tables below represent our progress through November 30, 2025:

PLANET

2030 Climate Action Goals

Status (a)

Our Progress

Achieve 20% GHG intensity reduction

relative to our 2019 baseline measured in

both grams of CO

e per ALB-km and

kilograms of CO

e per ALBD by 2026

Achieved

one year

ahead of

schedule

• Achieved over 20% GHG intensity

reduction on an ALB-km basis relative to

2019 and 40% relative to 2008

• Achieved 21% GHG intensity reduction

on an ALBD basis relative to 2019 and

44% relative to 2008

Achieved a 64% fleet shore power

connection capability in 2023 and

established an interim goal to achieve 75%

by 2028 and 80% by 2030

On Track

74% of the fleet has shore power connection

capability in 2025, up from 70% in 2024

Expand number of liquefied natural gas

(“LNG”) ships to >25% fleet capacity

beyond 2030 to 2033

On Track

11 LNG ships in operation, representing

21% of fleet capacity in 2025, and seven

categories

Opportunity summary

Potential Outcome

Realization time

horizon

Technology

Support the adaptation of

sustainable technological

advances for the cruise industry

This opportunity relates to the

technology risk outlined above.

Medium Term

Market Access

Access to new financing

options available for

organizations working on a

low-GHG emission future

See XIX. Sustainability and

Environmental Impact on

pages 20 to 27 for additional

information.

Short-Medium

Term

Metrics and Targets

Our most material quantified risks are the transition risks

We have five 2030 Climate Action Goals which

address these risks and opportunities. Please see XIX. Sustainability and Environmental Impact on pages 20

to 23 for an update on progress against these goals and the associated metrics.

• Achieve 20% GHG intensity reduction relative to our 2019 baseline measured in both grams of

e per ALB-km and kilograms of CO

e per ALBD by 2026

• Achieve 75% fleet short power connection capability by 2028, 80% by 2030

• Expand LNG ships to >25% fleet capacity beyond 2030 to 2033

• Expand battery and biofuel capabilities

• Continue to measure Scope 3 emissions

To demonstrate our commitment to achieving our Climate Action Goals, our executive compensation

targets are linked to our progress toward achieving certain of our 2030 Sustainability Goals. Refer to Carnival

plc Directors’Remuneration Report on pages 60 to 62 and pages 64 to 65 for further details.

We have not set specific metrics and targets in relation to physical climate risks based on current mitigating

actions in place. We will continue to monitor developments in this area and will define appropriate metrics

and targets should the risk profile change or increase in significance.

Our direct (Scope 1), indirect (Scope 2) and indirect value chain (Scope 3) GHG emissions are quantified

and reported. Our Scope 1, Scope 2 and Scope 3 emissions can be found in XIX. Sustainability, and

Environmental Impact on pages 25 to 26.

Website Access to Carnival Corporation & plc SEC Reports.

We use our websites for the distribution of company information. Our Form 10-K, Carnival plc Annual

Report, joint Quarterly Reports on Form 10-Q, joint Current Reports on Form 8-K, joint Proxy Statement

related to our annual shareholders meeting, Section 16 filings and all amendments to those reports are

available free of charge at www.carnivalcorp.com and www.carnivalplc.com and on the SEC’s website at

www.sec.gov as soon as reasonably practicable after we have electronically filed or furnished these reports

with the SEC. In addition, you may automatically receive email alerts and other information when you enroll

your email address by visiting the Investor Services section of our websites. The content of any website

referred to in this document is not incorporated by reference into this document.

Industry and Market Data.

This document includes market share and industry data and forecasts that we obtained from industry

publications, other third-party information and internal company surveys. Industry publications, including

those from Cruise Industry News, and surveys and forecasts, generally state that the information contained

therein has been obtained from sources believed to be reliable. Cruise Industry News is a for profit magazine

company that covers all aspects of cruise operations. Their magazines and annual report cover all cruise lines

and shipyards and report on all aspects of cruise operations including relevant issues, financial results,

shipbuilding, ship reviews, etc. All other references to third-party information are publicly available at

nominal or no cost. We use the most currently available industry and market data to support statements as

to our market positions. Although we believe that the industry publications and third-party sources are reliable,

we have not independently verified any of the data. Similarly, while we believe our internal estimates with

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respect to our industry are reliable, they have not been verified by any independent sources. While we are

not aware of any misstatements regarding any industry data presented herein, our estimates, in particular as

they relate to market share and our general expectations, involve risks and uncertainties and are subject to

change based on various factors, including those discussed under Item 4. Risk Management and/or Mitigation

of Principal and Emerging Risks within this Strategic Report.

Cybersecurity.

With an increasingly technology-driven business landscape, cybersecurity is critical to safeguarding our

company’s shipboard and shoreside assets and maintaining our operational integrity. We have implemented

cybersecurity measures that are designed to protect the confidentiality, integrity and availability of our

information technology and operational technology systems against the constantly evolving cyber threats.

Risk Management

Our processes to identify and manage cybersecurity risks form part of our overall risk management

framework which includes an organization wide, multi-layered approach to risk assessment and management.

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

potential cybersecurity threats. It leverages industry-leading cybersecurity frameworks and standards, such

as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and the

ISO/IEC 27001 standard. We conduct regular risk assessments to evaluate the security posture of our

systems and processes, including vulnerability assessments, penetration testing, external attack surface

mitigations and monitor our network for suspicious activity and potential breaches. We engage third-party

advisory firms to conduct assessments of the maturity of our cybersecurity program, including measures to

improve our Payment Card Industry Data Security Standard (“PCI DSS”) compliance, as well as to

conduct penetration testing of our shoreside and shipboard assets on a periodic basis. We continue to invest

in our information technology, operational technology and cybersecurity programs to layer in risk-based

controls to protect against evolving threats.

We maintain an incident response plan and related policies and protocols which outline procedures for

identifying, reporting and responding to cybersecurity incidents. Our incident response plan is regularly

updated to address new threats and tested through crisis simulation exercises involving our shipboard and

shoreside employees. We also have an incident response team who is trained to handle a wide range of security

events and collaborates with external cybersecurity experts when necessary.

We have data privacy and security standards across the company that are designed to comply with relevant

regulations, including the General Data Protection Regulation (“GDPR”), the California Consumer Privacy

Act (“CCPA”) and PCI DSS. We employ encryption, access controls, and other data anonymization

techniques to safeguard data throughout its lifecycle.

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

members. We regularly educate our shoreside and shipboard team members about the importance of handling

and protecting guest and team member data, including phishing simulation exercises and annual privacy

and security training to enhance awareness of how to detect and respond to cybersecurity threats.

Our cybersecurity diligence extends to third-party vendors and partners. We have operationalized processes

that seek to identify and manage cybersecurity risks from our service providers, including those who have

access to our guest or team member data or direct access to our network, systems and applications, with the

goal of minimizing our exposure to third party risks. In addition, cybersecurity and data privacy

considerations factor greatly in the sourcing, selection and oversight of our third-party service providers.

We generally require third-party service providers that access or host our data, systems, or applications or

could otherwise introduce cybersecurity risk to us, to complete additional risk assessments, comply with our

security and privacy requirements, and agree to the timely reporting of cyber security incidents to us.

As of November 30, 2025, we are not aware of any risks from cybersecurity threats that have materially

affected or are reasonably likely to materially affect our business strategy, results of our operations, or

financial condition. Despite our efforts with respect to protecting information technology operations and

strengthening our cybersecurity and data privacy positions, we have been, and may continue to be, impacted

by breaches in data security and lapses in data privacy, which occur from time to time. In the last three

fiscal years, we have not experienced any material cybersecurity incidents and the expenses incurred in

connection with cybersecurity incidents were not material. For additional information on the risks from

cybersecurity threats and the potential related impacts on the company, refer to Operational Risk Factor “e”.

Governance

Our Global Chief Information Security Officer (“CISO”) leads our worldwide efforts in cybersecurity risk

reduction and regulatory compliance. Our CISO oversees risk management across information technology

operations, cybersecurity and data privacy. With over 20 years of experience across various industries,

including Fortune 50 and 100 organizations, our CISO brings a comprehensive background in strategic

cybersecurity leadership and risk management. This expertise is further supported by an array of certifications

(C-CISO, CISSP, CISM, CRISC, CISA, and CIPT), as well as academic credentials, including a Master’s

in Information Systems from Harvard University and a Bachelor’s in Business Administration from Florida

International University. Our CISO regularly updates executive management and actively engages within

the cybersecurity community to stay informed on the latest industry developments.

Our CISO chairs our Cybersecurity Advisory Council (“CAC”), a cross-functional management committee

that drives awareness, ownership and alignment across broad governance and risk stakeholder groups for

effective cybersecurity risk management. The CAC is sponsored by our Chief Financial Officer and is

composed of senior leaders from our brand information security, data privacy, legal, internal audit and

information technology teams. The CAC meets at least quarterly and has responsibility for oversight of our

cybersecurity strategic direction, risks and threats, priorities, resource allocation, capabilities and planning.

The CISO and her team are informed about and monitor the prevention, detection, mitigation and remediation

of cybersecurity incidents in accordance with our cyber incident response plan. Additionally, the CISO

informs our Disclosure Committee on a quarterly basis, or more frequently if needed, of any cybersecurity

risks or incidents or other information system matters that may affect our business strategy, results of

operations or financial condition.

Our Chief Privacy Officer and Data Protection Officers oversee our focus on the proper processing of

personal information in alignment with our privacy policy and applicable privacy laws and regulations.

The Audit Committees are responsible for oversight of our risk management with respect to information

technology operations and cybersecurity while the Compliance Committees oversee risk management in the

area of data privacy and the HESS Committees oversee risk management related to our maritime

operational technologies. The Audit Committees receive updates from the CISO on our information

technology operations, including cybersecurity developments and risks, three times a year, and our Board of

Directors receive updates from the CISO on an annual basis.

Properties.

Our headquarters and principal shoreside operations are located in owned/leased office buildings in Miami,

Florida and in Southampton, England. We also own and/or lease a number of other offices across the

U.S., Continental Europe and other locations throughout the world to support our brand operations globally.

In 2025, we purchased a site to build and relocate our Miami, Florida headquarters.

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. Business. C.

“Our Global Cruise Business.”In addition, we own, lease or have controlling interests in port destinations,

exclusive islands, hotels, and lodges.

Legal Proceedings.

Where applicable, the legal proceedings described in Note 6 — “Contingencies”of our DLC Financial

Statements are shown in our Carnival plc Financial Statements in Note 23 — “Contingencies”and are

incorporated by reference into this Strategic Report.

On June 20, 2022, Princess Cruises notified the Australian Maritime Safety Authorization (“AMSA”) and

the flag state, Bermuda, regarding approximately six cubic meters of comminuted food waste (liquid

biodigester effluent) inadvertently released by

Coral Princess

inside the Great Barrier Reef Marine Park. On

May 31, 2023, we received a summons from the Australia Federal Prosecution Service indicating that

formal charges would be pursued against Princess Cruises and the Captain of the vessel. On November 17,

2025, Princess Cruises entered a guilty plea, and the charges against the Captain were accordingly dismissed.

The Magistrates Court of Queensland imposed an immaterial fine against Princess Cruises. This matter is

now concluded.

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

Strategic Report

discharged by

Pacific Adventure

in the Great Barrier Reef Marine Park, Queensland. We intend to cooperate

with any inquiries from governmental authorities. We believe the ultimate outcome will not have a material

impact on our consolidated financial statements.

Executive Officers and Corporate Governance.

Information About Our Executive Officers

The table below sets forth the name, age, years of service and title of each of our executive officers as of

January 27, 2026. Titles listed relate to positions within Carnival Corporation and Carnival plc unless

otherwise noted.

Age

Years of

Service

Title

Micky Arison

Chair of the Boards of Directors

David Bernstein

Chief Financial Officer and Chief Accounting Officer

Bettina Deynes

Global Chief Human Resources Officer

Lars Ljoen

Chief Maritime Officer

Enrique Miguez

General Counsel

Josh Weinstein

Chief Executive Officer

Business Experience of Executive Officers

Micky Arison has been Chair of the Boards of Directors since 1990 and a Director since 1987. He was

Chief Executive Officer from 1979 to 2013.

David Bernstein has been Chief Financial Officer since 2007 and Chief Accounting Officer since 2016.

Bettina Deynes has been Global Chief Human Resources Officer since 2022 and she was Chief Human

Resources Officer of Carnival Cruise Line from 2019 to 2022.

Lars Ljoen has been Chief Maritime Officer since February 2025. He was Chief Operations Officer for

Carnival Cruise Line from 2022 to January 2025 and Executive Vice President, Maritime of Carnival Cruise

Line from 2018 to 2022.

Enrique Miguez has been General Counsel since 2021. He was Vice President and Deputy General Counsel

from 2003 to 2021.

Josh Weinstein has been Chief Executive Officer since 2022. He was Chief Operations Officer from 2020 to

2022, President of Carnival UK from 2017 to 2022 and Treasurer from 2007 to 2017.

Corporate Governance

Our Code of Business Conduct and Ethics applies to all our team members and our Boards of Directors

and states our commitment to conduct business ethically, among other things, without the influence of bribes

or acts of corruption. We are committed to complying with the laws prohibiting bribery and other corrupt

practices that apply everywhere we operate. Additionally, we provide trainings on anti-corruption laws and

regulations and how to identify bribery to our team members. This Code of Business Conduct and Ethics

is posted on our website, which is located at www.carnivalcorp.com and www.carnivalplc.com. We intend to

satisfy the disclosure requirements regarding any amendments to, or waivers from, provisions of this

Code of Business Conduct and Ethics by posting such information on our website, at the addresses specified

above. Refer to Annex C — Carnival plc Corporate Governance Report of the Proxy Statement on

page C-1.

Dividends.

We did not pay or declare dividends on Carnival Corporation common stock or Carnival plc ordinary

shares for the year ended November 30, 2025.

In December 2025, the Boards of Directors approved the reinstatement of the company’s quarterly

dividend and declared an initial $0.15 per share dividend with a record date of February 13, 2026 and a

payment date of February 27, 2026.

Holders of Carnival Corporation common stock and Carnival plc ADSs will receive the dividend payable in

U.S. dollars. The dividend for Carnival plc ordinary shares will be payable in U.S. dollars or sterling. In

the absence of instructions or elections to the contrary, holders of Carnival plc ordinary shares will

automatically receive the dividend in sterling.

Dividends payable in sterling will be converted from U.S. dollars at the exchange rate quoted by Bloomberg

(BFIX) in London at 12 noon on February 17, 2026. Holders of Carnival plc ordinary shares wishing to

receive their dividend in U.S. dollars or participate in the Carnival plc Dividend Reinvestment Plan must elect

to do so by February 13, 2026.

Repurchase Authorizations.

Carnival plc Shareholder Approvals.

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

not renew its authority to buy back shares at the 2025 Annual General Meeting.

Business Review.

The Directors consider that within the DLC arrangement, the most appropriate presentation of Carnival

plc’s Group Business Review is by reference to the DLC Financial Statements. Accordingly, the below presents

the required Business Review for Carnival Corporation & plc in order to satisfy reporting requirements of

the Companies Act 2006. Refer to Note 3 — “Segment Information”, for a reconciliation of the Carnival

Corporation & plc U.S. GAAP amounts to the corresponding Carnival plc Group IFRS amounts as of and

for the years ended November 30, 2025 and 2024.

Known Trends and Uncertainties

We believe changes in the cost of fuel, fluctuations in foreign currency exchange rates and new and evolving

regulatory requirements related to the reduction of GHG emissions are reasonably likely to impact our

profitability in both the short and long-term. We became subject to the EU Emissions Trading System

(“ETS”) on January 1, 2024, which includes a three-year phase-in period. The impact of this regulation in

2025 and 2024 was $91 million and $46 million, which represented costs associated with 70% and 40% of

emissions under the ETS operational scope. In 2026, all in scope emissions will be impacted. Refer to

XVIII. Governmental and Other Regulations.

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. The cruise ticket price typically includes the

following:

• Accommodations

• Most meals, including snacks at numerous venues

• Access to onboard amenities such as swimming pools, water slides, water parks, whirlpools, a health

club and sun decks

• Entertainment, such as theatrical and comedy shows, live music and nightclubs

• Visits to multiple ports, including our portfolio of owned or operated ports and destinations

• Childcare and supervised youth programs

• Sales of onboard goods and services not included in the cruise ticket price. This generally includes the

following:

• Beverage sales

• Internet and communication services

• Casino gaming

• Full-service spas

• Shore excursions and experiences

• Specialty restaurants

• Retail sales

• Photo sales

These goods and services are provided either directly by us or by independent concessionaires, from which

we receive either a percentage of their revenues or a fee. Concession revenues do not have direct expenses

Strategic Report

because the costs and services incurred for concession revenues are borne by our concessionaires. In 2025,

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.

We incur cruise operating expenses for the following:

• Commissions, transportation and other, which include costs of travel agent commissions, air and other

transportation, port fees, taxes, and charges that directly vary with guest head counts and credit and debit

card fees

• Onboard and other, which include the costs of beverage sales, shore excursions, retail sales, internet and

communication, credit and debit card fees, other onboard costs, cruise vacation protection programs and

pre- and post-cruise land packages

• Payroll and related, which include the costs of officers and crew in bridge, engineering and hotel operations.

Substantially all costs associated with our shoreside personnel are included in selling and administrative

expenses

• Fuel, which include fuel delivery costs and emission allowance costs

• Food, which include both our guest and crew food costs

• Other 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; tour and other expenses

for our hotel and transportation operations and all other operating expenses

We do not allocate payroll and related, fuel, food or other operating expenses to the expense categories

attributable to passenger ticket revenues or onboard and other revenues since they are incurred to provide

the total cruise vacation experience.

Statistical Information

Years Ended

November 30,

2025

2024

Passenger Cruise Days (“PCDs”)

(in millions)

(a)

.......................

101.7

100.5

Available Lower Berth Days (“ALBDs”)

(in millions)

(b) (c)

...............

96.5

95.6

Occupancy percentage (d)

.......................................

105%

Passengers carried (in millions)

....................................

13.6

13.5

Fuel consumption in metric tons (in millions)

..........................

2.8

2.9

Fuel consumption in metric tons per thousand ALBDs

...................

29.2

30.9

Fuel cost per metric ton consumed (excluding emission allowances)

..........

610

665

Currencies (USD to 1)

AUD

....................................................

0.64

0.66

CAD

....................................................

0.71

0.73

EUR

....................................................

1.12

1.09

GBP

....................................................

1.31

1.28

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.

(b)

ALBD is a standard measure of passenger capacity for the period that we use to approximate rate

and capacity variances, based on consistently applied formulas that we use to perform analyses

to determine the main non-capacity driven factors that cause our cruise revenues and expenses to

vary. 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 2025 compared to 2024, we had a 1.0% capacity increase in ALBDs comprised of a 1.2% capacity

increase in our North America segment and a 0.6% capacity increase in our Europe segment.

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

• 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

• Princess Cruises 4,310-passenger capacity ship that entered into service in September 2025

The increase in our North America segment’s capacity was partially offset by:

• Seabourn 460-passenger capacity ship that left the fleet in September 2024

• P&O Cruises (Australia) 2,000-passenger capacity ship that left the fleet in February 2025

Our Europe segment’s capacity increase was caused by:

• Cunard 2,960-passenger capacity ship that entered into service in May 2024

• Nonrecurrence of the Red Sea rerouting without guests

The increase in our Europe segment’s capacity was partially offset by a Costa Cruises 4,240-passenger

capacity ship that transferred to Carnival Cruise Line in February 2024.

(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. Percentages in excess of 100% indicate that on

average more than two passengers occupied some cabins.

2025 Compared to 2024

Carnival plc Group IFRS Key Financial Measures

Years Ended November 30,

(in millions)

2025

2024

Revenue

..............................................

10,019

9,413

Operating income (loss)

...................................

1,921

1,627

Total assets

............................................

16,566

13,594

The Directors consider that within the DLC arrangement, the most appropriate presentation of Carnival

plc’s Group Business Review is by reference to the DLC Financial Statements. Accordingly, the below presents

the required Business Review for Carnival Corporation & plc in order to satisfy reporting requirements of

the Companies Act 2006.

Revenues

Consolidated

Passenger ticket revenues made up 65% of our 2025 total revenues. Passenger ticket revenues increased by

$956 million, or 5.8%, to $17.4 billion in 2025 from $16.5 billion in 2024.

This increase was caused by:

• $635 million – higher ticket prices driven by continued strength in demand

• $196 million – net favorable foreign currency translation impact

• $159 million – 1.0% capacity increase in ALBDs

These increases were partially offset by a decrease of $74 million in air transportation revenue.

The remaining 35% of 2025 total revenues were comprised of onboard and other revenues, which increased

by $644 million, or 7.5%, to $9.2 billion in 2025 from $8.6 billion in 2024.

Strategic Report

This increase was driven by:

• $466 million – higher onboard spending by our guests

• $83 million – 1.0% capacity increase in ALBDs

• $57 million – net favorable foreign currency translation impact

North America Segment

Passenger ticket revenues made up 62% of our North America segment’s 2025 total revenues. Passenger

ticket revenues increased by $361 million, or 3.4%, to $10.9 billion in 2025 from $10.6 billion in 2024.

This increase was caused by:

• $344 million – higher ticket prices driven by continued strength in demand

• $122 million – 1.2% capacity increase in ALBDs

These increases were partially offset by a decrease of $74 million in air transportation revenue.

The remaining 38% of our North America segment’s 2025 total revenues were comprised of onboard and

other revenues, which increased by $442 million, or 7.1%, to $6.7 billion in 2025 from $6.2 billion in 2024.

This increase was caused by:

• $376 million – higher onboard spending by our guests

• $72 million – 1.2% capacity increase in ALBDs

Europe Segment

Passenger ticket revenues made up 77% of our Europe segment’s 2025 total revenues. Passenger ticket

revenues increased by $569 million, or 9.6%, to $6.5 billion in 2025 from $5.9 billion in 2024.

This increase was driven by:

• $292 million – higher ticket prices driven by continued strength in demand

• $200 million – net favorable foreign currency translation impact

• $46 million – 0.8 percentage point increase in occupancy

The remaining 23% of our Europe segment’s 2025 total revenues were comprised of onboard and other

revenues, which increased by $188 million, or 11%, to $1.9 billion in 2025 from $1.8 billion in 2024.

This increase was driven by:

• $89 million – higher onboard spending by our guests

• $60 million – net favorable foreign currency translation impact

Operating Expenses

Consolidated

Operating expenses increased by $309 million, or 2.0%, to $15.9 billion in 2025 from $15.6 billion in 2024.

This increase was caused by:

• $151 million – 1.0% capacity increase in ALBDs

• $112 million – net unfavorable foreign currency translation impact

• $90 million – higher onboard and other cost of sales driven by higher onboard revenues

• $54 million – higher commissions, transportation costs, and other expenses driven by increased

ticket pricing and an increase in the number of guests

• $42 million – higher port expenses

• $27 million – higher repair and maintenance expenses (including dry-dock expenses)

• $26 million – higher cruise payroll and related expenses

• $23 million – nonrecurrence of change in pension valuation in 2024

These increases were partially offset by:

• $109 million – lower fuel prices including the impact of the cost of emission allowances

• $109 million – lower fuel consumption per ALBD

• $71 million – higher gains on ship sales realized in 2025 compared to 2024

Selling and administrative expenses increased by $150 million, or 4.6%, to $3.4 billion in 2025 from

$3.3 billion in 2024.

Depreciation and amortization expenses increased by $233 million, or 9.1%, to $2.8 billion in 2025 from

$2.6 billion in 2024.

North America Segment

Operating expenses decreased by $18 million, or 0.2%, to $10.5 billion in 2025 from $10.6 billion in 2024.

This decrease was caused by:

• $101 million – lower fuel prices including the impact of the cost of emission allowances

• $79 million – lower fuel consumption per ALBD

These decreases were partially offset by:

• $122 million – 1.2% capacity increase in ALBDs

• $40 million – higher onboard and other cost of sales driven by higher onboard revenues

Selling and administrative expenses increased by $13 million, or 0.7%, and were $2.0 billion in 2025 and

2024.

Depreciation and amortization expenses increased by $154 million, or 9.3%, to $1.8 billion in 2025 from

$1.7 billion in 2024.

Europe Segment

Operating expenses increased by $287 million, or 6.1%, to $5.0 billion in 2025 from $4.7 billion in 2024.

This increase was caused by:

• $118 million – net unfavorable foreign currency translation impact

• $50 million – higher onboard and other cost of sales driven by higher onboard revenues

• $45 million – higher commissions, transportation costs, and other expenses driven by increased

ticket pricing and an increase in the number of guests

• $41 million – higher repair and maintenance expenses (including dry-dock expenses)

• $33 million – higher port expenses

• $23 million – nonrecurrence of change in pension valuation in 2024

These increases were partially offset by a $57 million gain on sale of one ship.

Selling and administrative expenses increased by $81 million, or 8.4%, and were $1.0 billion in 2025 and

2024.

Depreciation and amortization expenses increased by $70 million, or 10%, to $746 million in 2025 from

$676 million in 2024. This increase was driven by fleet enhancements and net unfavorable foreign currency

translation impacts.

Operating Income

Our consolidated operating income increased by $909 million to $4.5 billion in 2025 from $3.6 billion in

2024. Our North America segment’s operating income increased by $653 million to $3.3 billion in 2025 from

$2.6 billion in 2024, and our Europe segment’s operating income increased by $319 million to $1.7 billion

in 2025 from $1.3 billion in 2024. These changes were primarily due to the reasons discussed above.

Nonoperating Income (Expense)

Interest expense, net of capitalized interest, decreased by $406 million, or 23%, to $1.3 billion in 2025 from

$1.8 billion in 2024. The decrease was substantially all due to lower average interest rates, a decrease in total

debt and increased capitalized interest.

Strategic Report

Debt extinguishment and modification costs increased by $330 million to $409 million in 2025 from

$79 million in 2024 as a result of debt transactions occurring during the respective periods.

Liquidity, Financial Condition and Capital Resources

The Directors consider that within the DLC arrangement, the most appropriate presentation of Carnival

plc’s Group Liquidity, Financial Condition and Capital Resources is by reference to the DLC Financial

Statement. Accordingly, the below presents the required disclosures for Carnival Corporation & plc in order

to satisfy reporting requirements of the Companies Act 2006.

As of November 30, 2025, we had $6.4 billion of liquidity including $1.9 billion of cash and cash equivalents

and $4.5 billion available for borrowing under our multicurrency revolving credit facility. In addition, we

had $7.8 billion of undrawn export credit facilities to fund future ship deliveries.

We had a working capital deficit of $8.9 billion as of November 30, 2025 compared to a working capital

deficit of $8.2 billion as of November 30, 2024. The increase in working capital deficit was caused by an

increase in the current portion of long-term debt and customer deposits, partially offset by an increase in cash

and cash equivalents. We operate with a substantial working capital deficit. This deficit is mainly attributable

to the fact that, under our business model, substantially all of our passenger ticket receipts are collected

in advance of the applicable sailing date. These advance passenger receipts generally remain a current liability

on our balance sheet until the sailing date. The cash generated from these advance receipts is used

interchangeably with cash on hand from other sources, such as our borrowings and other cash from

operations. The cash received as advanced receipts can be used to fund operating expenses, pay down our

debt, make long-term investments or any other use of cash. Included within our working capital are $6.8 billion

and $6.4 billion of current customer deposits as of November 30, 2025 and 2024. We have agreements

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

Certain of these agreements allow the credit card processors to request, under certain circumstances, that

we provide a capped reserve fund in cash. As of November 30, 2025, 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.

Sources and Uses of Cash

Operating Activities

Our business provided $6.2 billion of net cash flows from operating activities during 2025, an increase of

$0.3 billion compared to $5.9 billion provided in 2024. This increase was driven by higher net income in 2025

partially offset by changes in prepaid expenses and other assets, which includes the nonrecurrence of cash

provided by the release of credit card reserves in 2024.

Investing Activities

During 2025, net cash used in investing activities of $3.3 billion was caused by:

• Capital expenditures of $3.6 billion substantially all attributable to the delivery of one North

America segment ship, ship improvements and development of our portfolio of exclusive destinations.

• Proceeds of $323 million substantially all from the sale of one North America segment ship and one

Europe segment ship

• Advances of $100 million made to Floating Docks S. de RL

During 2024, net cash used in investing activities of $4.5 billion was caused by:

• Capital expenditures of $4.6 billion primarily attributable to the delivery of two North America

segment ships, one Europe segment ship and developments in our port destinations and exclusive

islands

• Proceeds of $58 million primarily from the sale of a North America segment ship

Financing Activities

During 2025, net cash used in financing activities of $2.2 billion was caused by:

• Repayments of $12.9 billion of long-term debt

• Debt issuance costs of $144 million

• Debt extinguishment costs of $272 million

• Issuances of $11.2 billion of long-term debt

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

Material Cash Requirements

The Directors consider that within the DLC arrangement, the most appropriate presentation of Carnival

plc’s Group Material Cash Requirements, Funding Sources and Quantitative and Qualitative Disclosures

About Market Risk is by reference to the DLC Financial Statements. Accordingly, the below presents the

required disclosures for Carnival Corporation & plc in order to satisfy reporting requirements of the

Companies Act 2006.

Payments Due by

(in millions)

2026

2027

2028

2029

2030

Thereafter

Total

Debt (a)

.........

3,066 (b) $

3,537

4,889

4,883

3,493

12,320

32,188

Newbuild capital

expenditures (c) . .

501

1,586

1,474

1,823

1,661

4,769

11,814

Total

...........

3,567

5,123

6,363

6,706

5,154

17,089

44,002

(a)

Includes principal as well as estimated interest payments and does not include the impact of any future

possible refinancings. Excludes undrawn export credits.

(b)

Includes an aggregate of $500 million representing the portion of the 5.75% convertible senior notes

due 2027 converted and settled in cash in December 2025.

(c)

As of November 30, 2025, we have undrawn export credit facilities of $7.8 billion which fund a portion

of our newbuild contractual commitments.

Funding Sources

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 seek to manage our credit risk

exposures, including counterparty nonperformance associated with our cash and cash equivalents, and future

financing facilities by conducting business with well-established financial institutions, and export credit

agencies and diversifying our counterparties.

(in billions)

2026

2027

2028

2029

2030

Thereafter

Future export credit facilities at

November 30, 2025

..........

—$

1.3 $

1.7 $

—$

3.4

Our export credit facilities contain various financial covenants as described in Note 5 — “Debt” within the

DLC Financial Statements and Note 14 — “Debt and Interest Expense” within the Carnival plc Group

Financial Statements. At November 30, 2025, we were in compliance with the applicable covenants under

our debt agreements.

Quantitative and Qualitative Disclosures About Market Risk

For a discussion of our hedging strategies and market risks, see the discussion below and refer to

Note 24 — “Fair Value Measurements and Derivative Instruments, Hedging Activities and Financial

Risks”within the Carnival plc Group Financial Statements.

Strategic Report

Fuel Price Risks

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

our ships.

Foreign Currency Exchange Rate Risks

Operational Currency Risks

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

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

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

Investment Currency Risks

The foreign currency exchange rates were as follows:

November 30,

2025

2024

USD to 1:

AUD

......................................................

0.65

CAD

......................................................

0.72

0.71

EUR

......................................................

1.16

1.06

GBP

......................................................

1.32

1.27

If the November 30, 2024 currency exchange rates had been used to translate our November 30, 2025

non-U.S. dollar functional currency operations’assets and liabilities (instead of the November 30, 2025 U.S.

dollar exchange rates), our total assets would have been lower by $1.4 billion and our total liabilities would

have been higher by $1.3 billion.

Newbuild Currency Risks

At November 30, 2025, our newbuild currency exchange rate risk primarily relates to euro-denominated

newbuild contract payments, which represent a total commitment of $8.4 billion and relate to newbuilds

scheduled to be delivered to non-euro functional currency brands. The functional currency cost of each of

these ships will increase or decrease based on changes in the exchange rates until the 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,

2025, the remaining cost of these ships would have a corresponding change of $84 million.

Interest Rate Risks

The composition of our debt was as follows:

November 30, 2025

Fixed rate

.....................................................

54%

EUR fixed rate

..................................................

31%

Floating rate

...................................................

EUR floating rate

................................................

10%

Based on a 100 basis point change in the market interest rates, our annual interest expense on floating rate

debt would change by approximately $42 million.

Internal Control and Risk Assessment.

Management

Boards of Directors and their Committees

Oversee strategy and risk management

AUDIT COMMITTEES

Oversee risk management related to

financial, information technology,

cybersecurity and non-HESS related

operational risks, as well as monitoring

changes to and compliance with related

legal and regulatory requirements.

EXECUTIVE MANAGEMENT

Responsible for managing the business,

providing the Boards of Directors and

Committees with appropriate information

to enable them to carry out their

responsibilities. Performs remediation

actions resulting from investigations by

RAAS as well as the Global Ethics and

Compliance function.

GLOBAL ETHICS

AND COMPLIANCE

Responsible for supporting a high level of

ethics and integrity and helping

management maintain compliance with

applicable laws, regulations and standards.

RISK ADVISORY AND

ASSURANCE SERVICES

Responsible for providing independent

assurance that controls are well designed

and operating effectively.

HESS COMMITTEES

Oversee risk management related to HESS

and sustainability risks as well as

monitoring changes to and compliance

with related legal and regulatory

requirements.

COMPLIANCE COMMITTEES

Oversee risk management processes with

respect to compliance with laws and

regulations relating to general compliance

and data privacy as well as oversight of

Global Ethics and Compliance, including

the Global Ethics and Compliance

function’s activities.

Note: The Compensation and Nominating & Governance Committees of the Boards of Directors are also

responsible for certain strategy and risk management activities.

Our Risk Management Framework

The Boards of Directors have overall responsibility for determining the strategic direction of our business

and have established a framework to manage risk and determine the nature and extent of the principal and

emerging risks acceptable to our business. Our framework is designed to identify and manage, rather than

eliminate, risk to the achievement of our strategic objectives. The Boards of Directors, through their

Committees and executive management, have carried out a robust assessment of our principal and emerging

risks, including to ensure that they are effectively managed and/or mitigated.

Risk management is embedded in all areas of our business and is reflected across our policies and procedures.

Our risk management framework includes an organization wide, multi-layered approach to risk assessment

and management and consists of the Boards of Directors, their Committees, Risk Advisory and Assurance

Services (“RAAS”), Global Ethics and Compliance and executive management.

The diagram above, illustrates the interaction between the Boards of Directors, their Committees and our

executive management to continuously assess, mitigate and manage risks. The Boards of Directors leverage

their Committees, principally the Audit Committees, the HESS Committees and the Compliance

Committees, to oversee our risk management activities. Each area of our business reports via executive

management to these Committees. The Committees of the Boards of Directors and the executive management

of each area of our business are supported by RAAS and Global Ethics and Compliance.

Refer to Annex C — Carnival plc Corporate Governance Report of the Proxy Statement on pages C-5

to C-9 for additional information on the Committees of the Boards.

How we identify and manage risk

Risk assessment processes are integrated within our business operations at every level. Risks are identified

by individuals across all businesses and functions and at many layers of the organization by considering what

could prevent us from achieving our strategic, operational or compliance objectives or impact the

sustainability of our business model. In deciding which risks are principal and emerging risks, our executive

management considers the potential impact and probability of the related events or circumstances, and

the timescale over which they may occur. In addition, under the supervision of the Boards of Directors and

their Committees, executive management is responsible for ensuring that we have active plans and adequate

resources to manage and/or mitigate the principal and emerging risks, including HESS and compliance related

risks, identified by the business. As new risks arise, executive management seeks to ensure they are properly

reviewed and monitored.

Strategic Report

Internal Control

Internal control and risk management is an ongoing process embedded in each of our operations. It is

designed to identify, evaluate and manage the principal and emerging risks faced by the business units. A

system of internal controls designed to be capable of responding quickly to evolving risks in the business has

been established, comprising procedures for the prompt reporting of significant and material internal

control deficiencies together with the appropriate remedial actions. Carnival Corporation & plc has adopted

the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) guidance for

implementing its internal controls as part of its SOX compliance plan. COSO is considered to be the

leading internal control framework and is consistent with the internal control objectives and components as

are used by the UK Corporate Governance Code in assessing the effectiveness of a company’s risk and

control processes.

Our system of internal control and risk management was in place throughout 2025 and has continued in

place up to the date of approval of this Strategic Report. The Boards of Directors have performed their

annual review of the effectiveness of the systems of internal control and risk management, including those

related to financial reporting and confirm that it is in compliance with the UK Corporate Governance Code.

The Boards of Directors review of the system of internal controls has not identified any significant

failings or weaknesses, and therefore, no remedial actions are required.

Emerging Risks

We continuously evaluate potential emerging risks that could significantly impact or challenge our strategy

and business model. Emerging risks identified are managed and monitored alongside our existing principal

risks. An example of this in practice is the risk arising from our investments in port destinations and

exclusive islands. Refer to Operational Risk Factor “k.”on page 54 for additional details.

Risk Management and/or Mitigation of Principal and Emerging Risks.

You should carefully consider the following discussion of material factors, events and uncertainties that

make an investment in the company’s securities risky and provide important information for the understanding

of the “forward-looking”statements discussed in this Annual Report and elsewhere. These risk factors

should be read in conjunction with other information in this Annual Report.

The events and consequences discussed in these risk factors could have a material adverse effect on the

company’s business, financial condition, operating results and stock price. These risk factors do not identify

all risks that the company faces; operations could also be affected by factors, events, or uncertainties that

are not presently known to the company or that the company currently does not consider to present material

risks to its operations. Some of the factors, events and contingencies discussed below may have occurred in

the past and reflect our beliefs and opinions as to the factors, events or contingencies that could materially and

adversely affect us in the future.

Some of the statements in this item and elsewhere in this document are “forward-looking statements.”For a

discussion of those statements and of other factors to consider see the “Cautionary Note Concerning

Factors That May Affect Future Results”section.

The ordering and lettering of the risk factors set forth below is not intended to reflect any company

indication of priority or likelihood.

Operational Risk Factors

Events and conditions around the world, including geopolitical uncertainty, war and other military actions,

pandemics, inflation, 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.

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. The resulting

impacts of these events, including a pause of our guest cruise operations, supply chain disruptions, 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. These factors may also have the effect of heightening many other risks to our business, any of which

could materially and adversely affect our business and results of operations. Additionally, we have been, and

may continue to be, impacted by heightened regulations around customs and border control, travel bans to

and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events,

government policies increasing the difficulty of travel and limitations on issuing international travel visas.

We may 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.

Examples of how we manage and/or mitigate this risk:

• We report health, environmental, safety and security incidents and take appropriate action, including

conducting investigations, to reduce the risk of recurrence

• We coordinate with law enforcement and other government agencies around the globe and endeavor

to identify security-related threats at sea and ashore

• We have put in place various strategies and initiatives, including increasing our marketing and

advertising programs in efforts to drive incremental demand for cruising

• We have extended our demand planning and are placing purchase orders earlier to compensate for

current extended lead times for supplies

• We optimize itineraries through our itinerary planning reviews to increase demand and/or to reduce

fuel consumption and have the ability to change itineraries to alternative regions in response to events

and conditions around the world

• We have developed robust health and safety protocols and mitigation strategies designed to prevent

the spread of disease on our ships

Key stakeholders considered:

• Communities we serve

• Team members

• Guests and travel agent partners

• Investors and lenders

Incidents concerning our ships, guests or the cruise industry may 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. 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. Additionally, with the increased use of

artificial intelligence (“AI”) and social media, adverse publicity, even if unfounded, has been and can continue

to be disseminated quickly and broadly without context, making it increasingly difficult for us to effectively

respond. Although our commitment to the safety and comfort of our guests and crew is paramount to

the success of our business, our ships have been involved in outbreaks, accidents and other incidents in the

past and we may experience similar or other incidents in the future. Our ability to attract and retain the loyalty

of our guests, our ability to hire and the amounts we must pay our crew depend, in part, upon the perception

and reputation of our company and our brands and the public’s concerns regarding the health and safety

of travel generally, as well as the cruising industry and our ships specifically. 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.

Examples of how we manage and/or mitigate this risk:

• We report health, environmental, safety and security incidents and take appropriate action, including

conducting investigations, to reduce the risk of recurrence

• We engage third parties to assist us in monitoring various digital channels, including the dark web

and social media, so that we may respond on a timely basis

• We provide training to continue the development of our team members related to their job

responsibilities and to ensure understanding of and compliance with our policies, standards and

procedures

• We utilize operational planning and compliance tools to reduce the risk of incidents

Strategic Report

• We promote a culture that encourages team members to speak up about concerns and opportunities

which are addressed appropriately and we have appropriate policies that govern, encourage and

reinforce the right behavior

• We proactively gather and evaluate guest feedback and when concerns are raised, we listen and

address them appropriately

• We have developed robust health and safety protocols and mitigation strategies designed to prevent

the spread of disease on our ships

Key stakeholders considered:

• Team members

• Guests and travel agent partners

• Investors and lenders

Adverse weather conditions or an increase in the frequency and/or severity of adverse weather conditions

could have a material impact on our business and results of operations.

Our cruise ships, hotels, land tours, port destinations and exclusive islands, shore excursions and our guest

source markets have been and may continue to be impacted by adverse weather or other natural disasters, such

as hurricanes, earthquakes, floods, fires, tornadoes, tsunamis, typhoons and volcanic eruptions. For

example, adverse weather or other natural disasters have impacted and may in the future impact the sourcing

of our guests from affected regions. In addition, the reliability of air transportation, which our guests

depend on to transport them to or from the airports near the ports where our cruises embark and disembark

have been and may continue to be impacted by adverse weather events. The frequency and intensity of

certain adverse weather patterns may also increase in the future. The increased hurricane/typhoon intensity

and frequency, as well as changes in global temperatures and sea levels, may adversely impact our shoreside

facilities, our investments in port destinations and exclusive islands or the availability or desirability of

ports and destinations in which we operate. We have been forced to, and in the future may be forced to, alter

itineraries, including diverting from our port destinations and exclusive islands, or cancel a cruise or a

series of cruises or tours due to these or other types of disruptions. Additionally, our increasing itineraries

and investments in port destinations and exclusive islands in the Caribbean region may further expose us to

adverse weather conditions. 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.

Examples of how we manage and/or mitigate this risk:

• We monitor weather conditions and have the ability to change our ship itineraries to avoid adverse

weather or regions impacted by adverse weather

• We offer a wide variety of brands, itineraries, products and services to our guests

• We conducted climate impact studies on certain investments in our port destinations and exclusive

islands

Key stakeholders considered:

• Communities we serve

• Guests and travel agent partners

• Investors and lenders

Our targets, goals, aspirations, initiatives, public statements and disclosures, 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”), which reflect our current plans and do not

constitute a guarantee that they will be achieved. Our efforts to research, establish, develop methodologies

and timelines, 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. Our ability to achieve any of our stated sustainability objectives, particularly with respect to

our environmental emissions aspirations, is subject to numerous factors and conditions, many of which are

outside of our control. 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. Certain sustainability and emissions-

related actions and investments we make today may not lead us to achieving our intended future goals or may

not be favorably perceived in future years based on continuing evolving regulations and perceptions

around effective emissions mitigation strategies and technologies.

Examples of how we manage and/or mitigate this risk:

• We incentivize meeting our targets and goals (including our sustainability objectives) through

compensation

• We have policies in place that govern our approach to communicating sustainability performance,

initiatives and targets

• We partner with organizations and stakeholders to help identify and support emission and waste

stream reduction efforts

• We develop financial forecasts and continuously monitor our financial performance in order to make

timely strategic decisions

Key stakeholders considered:

• Communities we serve

• Guests and travel agent partners

• Investors and lenders

Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our

principal and other 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 fines, penalties and reputational damage.

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. Breach or circumvention of our systems or the systems of third parties, including by ransomware

or malware, through vulnerabilities in licensed software or hardware, 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. The sophistication of these attacks has continued

to increase in recent years and the rapid evolution and growing adoption of AI technologies by various threat

actors may enhance their ability to conduct attacks which are more difficult to prevent, detect or remediate.

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. 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.

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. Our maritime and/or shoreside operations, including our ability to manage our inventory of cabins

held for sale and set pricing, control costs and serve our guests, depends on the reliability of our information

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

systems and technologies. 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,

including AI, or a failure, disruption or obsolescence in the technology that we do adopt, could have adverse

effects on our business.

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Examples of how we manage and/or mitigate this risk:

• We have policies, standards and procedures that govern cybersecurity, data privacy, disaster recovery

and our use of third parties

• We provide training to continue the development of our team members related to their job

responsibilities and to ensure understanding of and compliance with our policies, standards and

procedures

• We incorporate security and privacy-by-design in the development of new systems and infrastructure

• We actively, and will continue to, invest in cybersecurity, talent, new technologies and third-party

service providers to enhance our data security and ensure our information technology is sufficient for

the operation of our business

• We engage third parties to assist us in monitoring various digital channels, including the dark web

and social media, so that we may respond on a timely basis

• We monitor and test our own ability to detect and respond to an incident which could cause a

breach in data security, lapse in data privacy or natural disaster and where incidents occur, take

appropriate remedial action

• We continue to align our technology planning, infrastructure, security, data privacy and applications

to maximize the business value of our information technology investments

Key stakeholders considered:

• Team members

• Guests and travel agent partners

• Investors and lenders

Our debt requires a significant amount of cash to service and our ability to generate sufficient cash

depends on many factors, some of which may be beyond our control. Our financial condition and operations

could be adversely impacted if we are unable to service our debt or satisfy our covenants.

Our ability to meet our debt service obligations depends on our future operating and financial performance

and our ability to generate cash. This will be affected by our ability to successfully continue to execute on

our business strategy and by general economic, financial, geopolitical, competitive, regulatory and other

factors beyond our control. If we cannot generate sufficient cash to meet our debt service obligations, we may

not be able to satisfy our obligations or refinance such obligations on attractive terms, or at all.

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. If that occurs, we may be required to seek covenant amendments

or the relevant creditors could elect to declare the debt due and payable (or cancel any unfunded commitments,

if applicable) and proceed against the collateral, if any, securing that debt. Borrowings under our other

debt instruments that contain cross-default provisions may also be accelerated or become payable on demand,

and our assets may not be sufficient to repay such indebtedness in full. Despite our leverage, we may incur

more debt in the future.

Examples of how we manage and/or mitigate this risk:

• We have put in place various strategies and initiatives, including increasing our marketing and

advertising programs in efforts to drive incremental demand for cruising

• We manage our liquidity, including repaying and refinancing future debt maturities to extend

maturity dates and reduce interest expense, managing our costs and can reduce our capital expenditures

and operating expenses, as appropriate

• Our liquidity includes borrowings available under our Revolving Facility

• We have the ability to use interest rate swap agreements to manage the risk of increasing interest

rates

• We actively monitor our covenant compliance

Key stakeholders considered:

• Investors and lenders

Increases in fuel costs, changes in the types of fuel consumed and availability of fuel supply may adversely

impact our scheduled itineraries and costs.

We have been and may continue to be impacted by economic, market and political conditions around the

world, regulatory requirements including emissions-related regulations, supply disruptions and related

infrastructure needs, which make it difficult to predict the future cost and availability of fuel. The supply

and availability of different fuel types in various markets in which we operate have in the past and may in the

future experience increased volatility and lead to increased fuel costs and reduced profitability. Emission

penalties and the costs of compliant fuels may also increase our energy costs. Future increases in the global

price of fuel would increase the cost of our cruise ship operations as well as some of our other expenses, such

as crew travel, freight and commodity prices. Increases in airfares, such as those resulting from increases in

the cost 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 disembark. Refer to Compliance and Regulatory Risk

Factor “b.”for additional discussion on emissions-related regulation changes on fuel costs.

Examples of how we manage and/or mitigate this risk:

• We monitor fuel efficiency and optimize consumption through ship maintenance and operating

practices

• We optimize itineraries through our itinerary planning reviews and have the ability to change

itineraries to reduce fuel consumption

• We monitor, test and implement innovative technologies to reduce fuel consumption

• We are adding new, more fuel-efficient ships to our fleet and have removed smaller, less fuel-efficient

ships

• We enter into supply agreements to help ensure availability and seek alternative sources if necessary

• We are upgrading our fleet with more energy efficient technologies

• Our ships, including our LNG ships, have the capability to run on multiple fuels, which provides

flexibility in terms of availability and cost of fuel

• We have the ability to purchase fuel in different ports we visit

Key stakeholders considered:

• Communities we serve

• Guests and travel agent partners

• Investors and lenders

The loss of key team members, our inability to recruit or retain qualified shoreside and shipboard team

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

Our success depends, in large part, on the skills and contributions of our team members, and on our ability

to recruit, develop and retain high quality team members. We may not be successful in recruiting,

developing or retaining key or other highly qualified team members. At times we have, and may in the

future continue to, experience difficulty in hiring sufficient qualified team members, due to general

macroeconomic factors, regulatory changes 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. 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.

Examples of how we manage and/or mitigate this risk:

• We have programs to attract, develop and retain top talent and use team member feedback tools to

monitor team members’ perspectives and take appropriate actions

• We provide training to continue the development of our team members related to their job

responsibilities and to ensure understanding of and compliance with our policies and procedures

• We provide total compensation that allows us to be competitive in the labor markets in which we

operate

• We continue to expand the number of countries from which we recruit our team members

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• We promote a culture that encourages team members to speak up about concerns and opportunities

which are addressed appropriately

Key stakeholders considered:

• Team members

• Guests and travel agent partners

• Investors and lenders

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.

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. Events impacting our supply chain

could be caused by factors beyond the control of our suppliers or us, including labor actions, increased

demand, problems in production or distribution and/or disruptions in third-party logistics, information

technology or transportation systems. 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.

Any such interruptions to our supply chain could increase our costs and could limit the availability of

products critical to our operations.

Examples of how we manage and/or mitigate this risk:

• We enter into supply agreements to help ensure availability and seek alternative sources if necessary

• We have extended our demand planning and are placing purchase orders earlier to compensate for

current extended lead times

• We utilize substitute products where appropriate

• We leverage our enterprise scale through corporate-wide agreements and our supplier relationships

• We source locally to mitigate logistics costs and delays

• We utilize short-term or long-term contracts as needed

Key stakeholders considered:

• Team members

• Guests and travel agent partners

• Investors and lenders

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. Additionally, our shipbuilding contracts are typically denominated in euros. Movements in foreign

currency exchange rates, which at times have been volatile, will affect our financial results.

Examples of how we manage and/or mitigate this risk:

• We net certain exposures to take advantage of natural offsets with our business and continuously

evaluate the use of financial instruments

• We consider and may hedge certain of our ship commitments and net investments in foreign

operations

• We have the ability to sell/buy foreign currencies throughout the year to manage the economic

impact of foreign currency exchange volatility

• We adjust our procurement activities

Key stakeholders considered:

• Investors and lenders

Our investments in port destinations and exclusive islands may expose us to additional risks.

We continue to invest in expanding and enhancing our portfolio of port destinations and exclusive islands,

which could increase our exposure to certain risks. These risks include susceptibility to weather events,

exposure to local political/regulatory developments and policies, logistical challenges, human resource and

labor risks, safety, environmental and health risks.

Examples of how we manage and/or mitigate this risk:

• We appropriately invest in our assets to maintain our standards and enhance revenue opportunities

• We own and operate several destinations which allows us to maintain accessibility and optimize the

guest experience

• We engage with government authorities and participate in national and international shipping trade

associations to manage and mitigate the impact of changing rules and regulations

• We have the ability to change itineraries to alternative regions

Key stakeholders considered:

• Communities we serve

• Team members

• Guests and travel agent partners

• Investors and lenders

Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our

cruise sales, pricing and destination options.

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. 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. We also compete with land-based vacation alternatives throughout the world

on the basis of overall experience, destinations and value.

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. Potential restrictions in ports and

destinations could limit the itinerary and destination options we can offer our guests going forward.

Additionally, certain ports have increased or are proposing to increase cruise related fees and taxes which

may impact our profitability.

Examples of how we manage and/or mitigate this risk:

• We have the ability to change our itineraries to alternative regions of the world

• We offer a wide variety of brands, itineraries, products and services to our guests

• We appropriately invest in our assets to maintain our standards and enhance revenue opportunities

• We own and operate several destinations which allows us to maintain accessibility and optimize the

guest experience

• We work alongside government and local regulators to ensure compliance with limitations placed on

tourism

Key stakeholders considered:

• Communities we serve

• Guests and travel agent partners

• Investors and lenders

Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may

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

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.

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. This may result in less shipyard availability resulting

Strategic Report

in delays or preventing the delivery of our ships under construction and/or the completion of the repair,

maintenance or refurbishment of our existing ships. This may lead to potential delays or cancellations of

cruises. Additionally, the prices of various commodities that are used in the construction of ships and for

repair, maintenance and refurbishment of existing ships, such as steel, are subject to volatility which may

increase our costs.

Examples of how we manage and/or mitigate this risk:

• Our newbuild contracts are fixed price and are not sensitive to cost fluctuations of materials,

including steel

• We ensure access and priority for ship repairs as part owners and part of the governance teams of

two shipyards

• We have agreements with several shipyards that provide us with priority for dock space

• We require shipyards to obtain insurance

• Shipbuilding contracts include a combination of refund and performance guarantees

• Pricing for ship repair yards, subcontractors and required materials are agreed in advance of

scheduled dry-docks

Key stakeholders considered:

• Guests and travel agent partners

• Investors and lenders

Compliance and Regulatory Risk Factors

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 measures, labor and employment, and tax may be

costly and lead to litigation, enforcement actions, fines, penalties and reputational damage.

We are subject to numerous international, national, state and local laws, regulations, treaties and other legal

requirements that govern health, environmental, safety and security matters in relation to our guests, crew

and ships. These requirements change regularly, depending on the itineraries of our ships and the ports and

countries visited. 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 pace

of regulatory changes may affect our ability to comply in the future. If we violate or fail to comply with any

of these laws, regulations, treaties and other requirements we could be, and have previously been, fined,

placed on probation or otherwise sanctioned by regulators. In addition, the global focus on sustainability

and the impact of GHG and other emissions on the environment may lead to additional regulatory

requirements, refer to Compliance and Regulatory Risk Factor “b.”below for additional discussion.

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.

Our operations subject us to potential liability under anti-money laundering and anti-corruption laws and

regulations. We may also be affected by economic sanctions, trade protection measures, policies and other

regulatory requirements affecting trade and investment.

We are subject to compliance with tax laws, regulations and treaties in the jurisdictions in which we are

incorporated or operate. These tax laws, regulations and treaties are subject to change at any time, which

may result in substantially higher tax expense. Other changes in domestic and international tax rules and

regulations and their application could also alter our tax obligations.

Examples of how we manage and/or mitigate this risk:

• We monitor for changes in laws and regulations and changes in interpretation of these laws and

regulations relating to our business. Where necessary, we obtain specialist advice to implement

programs to help ensure compliance in an optimal manner

• We provide training to continue the development of our team members related to their job

responsibilities and to ensure understanding of and compliance with our policies, standards and

procedures

• We have a system of internal controls to prevent and/or detect risks and we perform audits and other

evaluations of our control design and performance

• We conduct compliance risk assessments and monitor our own compliance and where incidents

occur, take appropriate action, including conducting investigations, to prevent recurrence

• We evaluate compliance risks that have emerged in other organizations to determine if these

vulnerabilities have potential relevance to our company and with that, any opportunities to improve

• We promote a culture that encourages team members to speak up about concerns and opportunities

which are addressed appropriately and we have appropriate policies that govern, encourage and

reinforce the right behavior

• We engage with government authorities and participate in national and international shipping trade

associations to manage and mitigate the impact of changing rules and regulations

Key stakeholders considered:

• Communities we serve

• Investors and lenders

Factors associated with sustainability and the impact of GHG and other emissions on the environment

could have a material impact on our business and operating results.

Concerns and regulatory focus on sustainability and the impact of GHG and other emissions on the

environment have impacted us and may in the future have material impacts on our business and operating

results. Sustainability, environmental and emissions-related regulatory activity and developments that require

us to reduce our emissions, which includes EU and UK regulations and the IMO Strategy, 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. 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, impact the resale value of our ships in the future, 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 and we cannot determine what final regulations will be enacted, modified, reversed or

whether there will be international alignment or divergence of such efforts, or what their ultimate impact on

our business will be. Refer to XVIII. Governmental and Other Regulations for additional discussion of

recent developments related to Maritime Regulations, Greenhouse Gas Emissions, and EU and UK

Regulations.

Our business has faced and may in the future continue to face increased scrutiny from our guests, our team

members, the investment community, media (including social media), governments, regulators, destinations

and other parties related to our sustainability and environmental activities. If our sustainability practices

do not meet, are adverse to, or are perceived to diverge from the expectations of our guests, team members,

investors or other stakeholders, the demand for cruising, our reputation, our ability to attract or retain

team members as well as our attractiveness as an investment could be negatively impacted. In addition, some

environmental focused groups have and may continue to generate negative publicity regarding the

environmental impact of the cruise industry and are advocating for more stringent oversight and regulation

of our industry, including ship emissions while the ship is docked and at sea. At the same time, we may

also face negative impacts from those who do not support sustainability-related initiatives or concerns or

disagree with our actual or perceived initiatives or positions, or lack of thereof, on various sustainability,

environmental, political, social, governance, or other issues. Evolving views among consumers about the

impact of GHG and other emissions on the environment may also lead to changes in consumer preferences.

Examples of how we manage and/or mitigate this risk:

• We continue to assess lower GHG emission fuel options and technology and invest strategically in

energy efficiency improvements

• We monitor fuel efficiency and optimize consumption through ship maintenance and operating

practices

Strategic Report

• We partner with organizations and stakeholders to help identify and support emission and waste

stream reduction efforts

• We monitor for changes in laws and regulations and changes in interpretation of these laws and

regulations relating to our business. Where necessary, we obtain specialist advice to implement

programs to help ensure compliance in an optimal manner

• We engage with government authorities and participate in national and international shipping trade

associations to manage and mitigate the impact of changing rules and regulations

• We provide training to continue the development of our team members related to their job

responsibilities and to ensure understanding of and compliance with our policies, standards and

procedures

Key stakeholders considered:

• Communities we serve

• Team members

• Guests and travel agent partners

• Investors and lenders

We may not successfully complete the proposed unification of our DLC structure and the migration of

Carnival Corporation’s legal incorporation to Bermuda, or, if we do, we may not realize the anticipated

benefits and will be subject to Bermuda law, which differs in some respects compared to our current

jurisdictions.

In December 2025, we announced that our Boards of Directors recommended unifying our DLC structure

under a single company, Carnival Corporation, with Carnival plc as its wholly-owned UK subsidiary (the

“DLC Unification”). Additionally, they proposed migrating Carnival Corporation from the Republic of

Panama, where Carnival Corporation is currently domiciled, to Bermuda under the name “Carnival

Corporation Ltd.”(the “Redomiciliation”). We believe that the DLC Unification and Redomiciliation will

provide various benefits to us and our shareholders. However, we may not realize all the anticipated benefits,

and the extent, timing and magnitude of any such benefits is uncertain. Completion of the DLC Unification

and Redomiciliation is conditioned upon, among other things, the receipt of shareholder approvals, the

necessary approval by the relevant court and the receipt of certain antitrust and other regulatory approvals.

If the DLC Unification and Redomiciliation are not completed, we will not realize the benefits we

anticipate from the DLC Unification and Redomiciliation and we would continue operating under our

existing DLC structure.

Negative publicity resulting from the Redomiciliation could adversely affect our business and the market

price of our shares. Redomiciliation transactions that have been undertaken by other companies have in some

cases generated significant news coverage, some of which has been negative. Negative publicity could cause

some of our shareholders to sell their shares or decrease the demand for new investors to purchase such

shares, which could have an adverse impact on the price of our securities.

If the DLC Unification and Redomiciliation are completed, Carnival Corporation will become a Bermuda

exempted company and Carnival Corporation and Carnival plc shareholders will become shareholders of

Bermuda-incorporated Carnival Corporation Ltd. Bermuda law differs from the laws in effect in England

and Wales, Carnival plc’s jurisdiction of incorporation, as well as Panama, Carnival Corporation’s current

jurisdiction of incorporation. In certain circumstances, the laws of Bermuda may offer shareholders different

protections than the laws of England and Wales or the laws of Panama. There are also differences between

the existing organizational documents of Carnival plc and Carnival Corporation and the proposed

organizational documents of Carnival Corporation Ltd. that will be in effect upon the completion of the

DLC Unification and Redomiciliation.

Examples of how we manage and/or mitigate this risk:

• We have developed a detailed implementation plan for the DLC Unification and Redomiciliation,

with assistance from our professional advisors

• We monitor and assess factors that could impact the DLC Unification and Redomiciliation or their

anticipated benefits, and manage and/or mitigate such factors

• We engage and/or communicate with stakeholders to assist them in understanding the potential

benefits and risks associated with the DLC Unification and Redomiciliation

Key stakeholders considered:

• Team members

• Investors and lenders

Going Concern Confirmation and Viability Statement.

The Boards of Directors consider that, within the DLC arrangement, the most appropriate presentation of

Carnival plc’s going concern and viability is by reference to the consolidated liquidity position of Carnival

Corporation & plc. Under the terms of the DLC arrangement, Carnival Corporation and Carnival plc are

permitted to transfer assets between the companies, make loans to or investments in each other and otherwise

enter into intercompany transactions. In addition, the cash flows and assets of one company are required

to be used to pay the obligations of the other company, if necessary. Amounts owed between Carnival

Corporation and Carnival plc do not have a stated maturity date, as the two companies operate as a single

economic enterprise. Accordingly, this going concern confirmation and viability statement represents the

assessment performed for Carnival Corporation & plc.

Going Concern Assessment

The Boards of Directors have assessed the prospects of Carnival Corporation & plc over an assessment

period of at least the next twelve months from the date of approval of the financial statements as required

by the UK Corporate Governance Code.

In performing their going concern assessment, the Boards of Directors have considered the circumstances

likely to impact Carnival Corporation & plc during the coming year, current and expected operating

performance of its brands, current liquidity, projected compliance with financial covenants (refer to

Note 14 — “Debt and Interest Expense”for additional details on covenant compliance) and estimates of

future liquidity.

In addition, the Boards of Directors consider new ship deliveries and the related future export credit

financings associated with those deliveries and other capital improvements.

The Boards of Directors do not consider going concern to be a critical judgement for the year ended

November 30, 2025. In determining that going concern is not a critical judgment, the Boards of Directors

have considered:

• As of November 30, 2025, the company had $6.4 billion of liquidity including $1.9 billion of cash

and cash equivalents and $4.5 billion available for borrowing under our multicurrency revolving credit

facility. Refer to Note 14 — “Debt and Interest Expense”for additional discussion.

• The business model results in advance bookings which provides the Boards of Directors with

visibility of future expected revenues. Payment terms generally require an initial deposit to confirm a

reservation, with the balance due prior to the commencement of the voyage. We had total customer

deposits of $6.8 billion as of November 30, 2025.

• Continued improved operating results, generating $7.2 billion of adjusted EBITDA in 2025, an

increase of over $1 billion compared to 2024, with continued growth expected in 2026.

• Known financial commitments including debt maturities of approximately $2.6 billion and other

material cash requirements and obligations over the assessment period.

Having taken the above into account the Boards of Directors have modeled a severe but plausible downside

scenario over a three-year horizon, as set out in the Viability assessment described below.

In addition, reverse stress testing has been applied to the going concern model to determine the decline in

adjusted EBITDA that would cause a covenant breach. Such a scenario, and the sequence of events which

could lead to it, is considered to be remote.

As a result of their assessment, management along with the Boards of Directors, have concluded that it

remains appropriate to adopt the going concern basis of accounting in preparing the Carnival plc consolidated

financial statements without any material uncertainty.

Going Concern Statement

In adopting the going concern basis for preparing these financial statements, the Boards of Directors have

considered Carnival Corporation & plc’s business activities, together with factors likely to affect its future

Strategic Report

development and performance. After reviewing the current liquidity position, the operating performance of

the cruise brands, financial forecasts, and considering the results of a severe but plausible scenario, the

Boards of Directors have concluded that Carnival Corporation & plc has sufficient liquidity to satisfy its

obligations and are expected to be in compliance with its debt covenants for at least the next twelve months

from the approval of the financial statements. Accordingly, the Boards of Directors continue to adopt the

going concern basis without any material uncertainty in preparing the Carnival plc consolidated IFRS

financial statements.

Viability Assessment

Whilst the Boards of Directors have no reason to believe Carnival Corporation & plc will not be viable over

a longer period, the period over which they considered viability is three years. The principal reasons why

this period was selected are as follows:

• It aligns with management’s typical strategic planning cycle

• Management typically plans its guest sourcing and ship itinerary strategies over a two-to-three-year

horizon

The Boards of Directors considered the circumstances impacting Carnival Corporation & plc during the

year, current and expected operating performance of its brands, current liquidity and projected compliance

with financial covenants.

In addition, the Boards of Directors consider future ship deliveries and the future export credit financings

associated with those deliveries and other capital improvements.

As part of their viability assessment, management along with the Boards of Directors, considered various

scenarios and sensitivity analyses. As a severe but plausible scenario, they considered the effects of lower than

expected revenues, as compared to the base case. In this downside case, management modeled a 5.5%

decrease in cruise revenues (less its most variable costs and on a per unit basis) during the viability period as

compared to the base case. Management also considered various other scenarios, which were consistent

with the principal risks identified in Item 4. “Risk Management and/or Mitigation of Principal and Emerging

Risks,”and assessed the impact on its liquidity and covenant headroom. In addition to these scenarios,

while making their final conclusion on viability, which is summarized below, the Boards of Directors have

considered available liquidity as of November 30, 2025, as well as the ability to refinance future debt maturities,

when and if needed.

Viability Statement

Having undertaken their robust assessment as described above, including a review of their principal risks,

risk appetite and how these risks are managed or mitigated, the Boards of Directors have a reasonable

expectation that Carnival Corporation & plc will be able to continue in operation and satisfy its obligations as

they fall due over the three-year period of their assessment.

The Boards of Directors believes they have made reasonable estimates, assumptions and judgements in

determining its liquidity requirements and cannot make assurances that assumptions used may not change

in future periods. Refer to Carnival Corporation & plc’s Liquidity, Financial Condition and Capital Resources

section for further discussion.

Non-Financial and Sustainability Information Statement.

The information set out in the following table, including the sections referenced in the table, is produced to

comply with the non-financial reporting requirements contained in sections 414CA and 414CB of the

Companies Act 2006. The climate-related financial disclosures are included in the Task Force on Climate-

related Financial Disclosures (TCFD) section on pages 27 to 35 of this report.

Reporting

requirements

Some of the

applicable policies

and standards which

govern our

approach

Where to find

additional information

relating to our

development,

performance, position,

impact and risk

management

Outcome of Policies

and Standards

Due Diligence

Processes

Environmental

matters

• Health,

Environmental,

Safety, Security

and Sustainability

Policy

• Code of Business

Conduct and

Ethics

• Business Partner

Code of Conduct

• XIX. Sustainability

and Environmental

Impact:

Sustainability goals

progress; Summary

of our environmental

impact; Climate-

related Financial

Disclosures

Pages 20 – 35

• Health,

Environmental,

Safety, Security and

Sustainability

Corporate Policy

Annex A Pages A-7

to A-8

• Mitigation of

Principal and

Emerging risks

(Operational Risk

Factors: c, d)

Pages 50 – 51

(Compliance and

Regulatory Risk

Factors: a, b)

Pages 56 – 58

• 2024 Sustainability

Report

• Making progress

towards our

sustainability goals.

• Maintain our

commitment to

seeking excellence in

compliance,

environmental

protection and in

looking after the

safety, health and

well-being of every

life we touch.

• Internal Control and

Risk Assessment

Page 47

• Committees of the

Boards Annex C

Pages C-5 to C-9

• Culture surveys

Annex C Page C-17

• Hotline for

Reporting Concerns

Annex C Page C-19

• Ethics and

Compliance Page 13

• Health,

Environmental,

Safety, Security and

Sustainability Policy

Annex A Pages A-7

to A-8

Strategic Report

Reporting

requirements

Some of the

applicable policies

and standards which

govern our

approach

Where to find

additional information

relating to our

development,

performance, position,

impact and risk

management

Outcome of Policies

and Standards

Due Diligence

Processes

Employees

• Code of Business

Conduct and

Ethics

• Culture Essentials

Conduct and

Ethics

• Speak-up Policy

• Recognition

Philosophy*

• Talent

Development

Philosophy*

• Equal

Opportunity*

• Anti-Harassment

and

Discrimination

Including

Bullying*

• Anticorruption*

• Global Well-being

Standards for

Shipboard

Employees

• Human capital

management and

employees

Pages 11 – 12

• XIX. Sustainability

and Environmental

Impact: 2030

Well-Being, Inclusion

and Belonging Goals

Page 22

• Workforce

Engagement

Annex C Pages C-15

to C-18

• Mitigation of

Principal and

Emerging risks

(Operational Risk

Factors: b, e, h)

Pages 49 – 54

(Compliance and

Regulatory Risk

Factor: a)

Pages 56 – 57

• Commitment to

providing a

welcoming and

inclusive

environment where

people from different

backgrounds,

experiences, and

walks of life can

succeed and

cultivating an

atmosphere of

openness, respect,

and trust.

• Promote a diverse,

safe, and healthy

workplace

Human rights

• Human Rights

Policy

• Modern Slavery

Statement

• Code of Business

Conduct and

Ethics

• Speak Up Policy

• Business Partner

Code of Conduct

• Ethics and

Compliance Page 13

• XIX. Sustainability

and Environmental

Impact: 2030

Well-Being, Inclusion

and Belonging Goals

Page 22

• Corporate and Social

Responsibility

Annex A Pages A-7

to A-9

• Mitigation of

Principal and

Emerging risks

(Operational Risk

Factor: h)

Pages 53 – 54

(Compliance and

Regulatory Risk

Factor: a)

Pages 56 – 57

• Maintain our

commitment to

promote and foster

human rights

Reporting

requirements

Some of the

applicable policies

and standards which

govern our

approach

Where to find

additional information

relating to our

development,

performance, position,

impact and risk

management

Outcome of Policies

and Standards

Due Diligence

Processes

Social and

community

matters

• Code of Business

Conduct and

Ethics

• Business Partner

Code of Conduct

• XIX. Sustainability

and Environmental

Impact: 2030

Sustainable Tourism

Goals Page 23

• XIX. Sustainability

and Environmental

Impact: 2030

Biodiversity and

Conservation goals

Page 22

• Corporate and Social

Responsibility

Annex A Pages A-7

to A-9

• Investing in Our

Communities Proxy

Statement Page 8

• Mitigation of

Principal and

Emerging risks

(Operational Risk

Factors: d, i)

Pages 50 – 54

(Compliance and

Regulatory Risk

Factors: a, b)

Pages 56 – 58

• Contributing to a

circular economy,

partnering with the

communities we sail

to and from and

reducing our

environmental

footprint

• Seeking out

meaningful ways to

help address pressing

needs in destination

communities

• Enhance both the

communities where

we work as well as

the port communities

that our ships visit

• Dedication to

creating positive

change through

empowering youth,

enhancing education

and strengthening

families in the

communities where

we live and work

Anti-bribery

and anti-

corruption

• Speak up Policy

• Code of Business

Conduct and

Ethics

• Business Partner

Code of Conduct

• Anticorruption

Policy and

Guidelines*

• Governmental and

Other Regulations

Page 15

• Executive officers

and Corporate

Governance Page 38

• Ethics and

Compliance Page 13

• Hotline for

Reporting Concerns

Annex C Page C-19

• Mitigation of

Principal and

Emerging risks

(Compliance and

Regulatory Risk

Factor: a) Page 56

• Maintaining a strong

ethics and

compliance culture

• Commitment to

comply with all laws

prohibiting bribery

and other corrupt

practices that apply

everywhere we

operate

Description of business model

• Purpose & Mission, Core Values and Priorities

Page 2

• Our Global Cruise Business Page 5

Strategic Report

Reporting

requirements

Some of the

applicable policies

and standards which

govern our

approach

Where to find

additional information

relating to our

development,

performance, position,

impact and risk

management

Outcome of Policies

and Standards

Due Diligence

Processes

Non-financial key performance

indicators

• Summary of our Environmental Impact

Pages 25 – 27

• Business Review Statistical Information

Page 40

The policies and standards noted above are available on our corporate website at www.carnivalcorp.com,

other than the policies marked with * which are only available to our employees through our intranet.

Section 172(1) Statement.

This statement describes how the Directors have performed their duty to promote the success of the

company for the benefit of its members as a whole having regard to the stakeholders and matters set out in

section 172(1)(a)-(f) of the Companies Act 2006. This statement sets out the Directors’ approach to decision-

making, stakeholder engagement and details the matters considered in connection with some of the key

decisions made during 2025. To provide further insight, we have provided clear cross-referencing to where

more detailed information can be found in this Annual Report.

Discussions between executive management and the Directors regarding decisions relating to our business

strategy, capital structure and other business-related activities also include careful consideration of the

potential risks and impact of those decisions on our financial results. In addition, as part of our risk

assessment framework, our key stakeholders are considered as part of the evaluation of our principal and

emerging risks. Refer to Item 4. Risk Management and/or Mitigation of Principal and Emerging Risks on

page 48 for additional discussion of our risks and key stakeholder considerations.

During 2025, the Directors’oversight of stakeholder relationships and other matters was informed by

regular briefings from executive management and their Committees on various topics including managing

our debt profile, the operating performance of our brands, compliance with laws and regulations, our

sustainability performance, principal and emerging risks including those related to the environment and

emissions, cybersecurity and other critical matters.

Key Stakeholders

The Directors and their Committees recognize the strategic importance of building and maintaining strong

relationships with our stakeholders. We have identified the following key stakeholders based on their

impact on the success of our business model and strategy:

• Communities we serve

• Team members

• Guests and travel agent partners

• Investors and lenders

When making decisions, the Directors have regard to the interests of our key stakeholders and recognize

that effective engagement with our stakeholders is essential to the long-term success of our business. The

Directors consider many factors and balance competing interests in reaching strategic decisions. Refer to the

discussion below within Key Decisions Made by the Directors During the Year for examples of the

Directors’ considerations.

While the Directors are able to engage directly with key stakeholders on some issues, the size and distribution

of our stakeholder group means that stakeholder engagement often happens through executive management.

The Directors regularly receive information and feedback from executive management to help understand

how our operations and decisions affect our stakeholders’interests and in turn, how those interests should

impact future decisions.

a) the likely consequences of any decision in the long-term

The Directors recognize that the decisions made today will have an effect on both our short- and long-term

success. The Directors seek to balance meeting critical short-term objectives while also ensuring we are on

course to achieve our long-term strategic vision. During 2025, the Directors and executive management had

particular regard to our long-term success and remained focused on strengthening our balance sheet.

Several years of exceptional performance has significantly strengthened our financial fitness — reducing

debt, achieving strong profitability and double-digit ROIC, surpassing the investment grade threshold and

reinstating our dividend. We are fortifying our position through disciplined cost control and continued

deleveraging. At the same time, our measured investments in newbuilds, major ship midlife refurbishment

enhancements across our cruise lines and destination development, and continued focus on commercial

excellence, are setting the stage for substantial long-term growth and value creation.

The Directors also believe that planning for succession is an important function that will impact our

long-term success. Through careful monitoring and evaluation of performance, we cultivate a strong pipeline

of experienced leaders who understand the complexities of managing global cruise operations. This

systematic approach to talent development allows us to maintain the expertise needed to navigate the

unique challenges of the cruise industry while supporting our commitment to sustainable growth and

operational excellence. Additionally, we have a shoreside leadership development program to foster a high-

performance culture, promote integrity, encourage cross-functional exposure and promote ongoing growth.

Our strategic approach to succession is enhanced by our multi-brand operational structure. This creates

opportunities for leadership development across our organization for potential successors to our senior

management, including our CEO.

Refer to:

• II. Purpose & Mission, Core Values and Priorities on page 2

• XIII. Human Capital Management and Employees on pages 11 – 12

• XIX. Sustainability and Environmental Impact on pages 20 – 35

• Item 5. Going Concern Confirmation and Viability Statement on pages 59 – 60

b) the interests of our team members

We celebrate our global team and are committed to providing a welcoming and inclusive environment where

people from different backgrounds, experiences and walks of life can succeed. We care deeply for our team

members and must always cultivate an atmosphere of openness, respect and trust. We continue to focus on our

Core Values, which are the key actions and behaviors we encourage and reinforce to further strengthen our

culture. We have a Cross Brand Culture and Engagement Survey program featuring a common survey focused

on our Core Values for all of our shipboard and shoreside team members. This comprehensive annual

survey is a key management tool for tracking our cultural health and putting in place initiatives, setting

targets and action plans to improve our culture. The Directors, together with their Committees, also play an

important role in monitoring and assessing our culture to ensure that it is aligned with our strategy, core

values and mission and reviewing management’s actions to improve this alignment. As part of that role, in

2025 the Directors received and reviewed reports on the progress of our Core Values. Further, in 2025 with the

full support of the Directors, we continued our initiatives designed to engage with and care for our team

members. Key areas of focus include Outreach & Wellness, Culture and Staffing. The Directors work closely

with management to balance the needs of the business with that of its workforce, shareholders and other

stakeholders.

Refer to:

• II. Purpose & Mission, Core Values and Priorities on page 2

• XIII. Human Capital Management and Employees on pages 11 – 12

• XIV. Ethics and Compliance on page 13

• Employees and Workforce Engagement in Annex C — Carnival plc Corporate Governance Report

of the Proxy Statement on pages C-15 to C-18

• Key Decisions Made by the Directors During the Year on pages 68 – 69

c) the need to foster our business relationships with guests and travel agent partners, suppliers and others

Guests and Travel Agent Partners

Guest feedback and research support the development of our overall marketing and business strategies to

drive demand for cruises and increase the number of first-time cruisers. Our goal has always been to increase

consumer awareness for cruise vacations and further grow our share of their vacation spend. We proactively

gather and evaluate guest feedback about their cruise experiences for valuable insights on key drivers of

Strategic Report

guest loyalty and satisfaction, with a focus on continuous improvement. We closely monitor our NPS which

reflect the likelihood that our guests will recommend our brands’ cruise products and services to friends

and family, including those new-to-cruise. Our NPS takes into account a number of products and services

our brands offer including embarkation and disembarkation experiences, shipboard team member service,

dining options, entertainment and onboard activities. Evaluating our NPS results provides executive

management with invaluable information necessary to make important strategic decisions regarding our

product offerings. The Directors also receive reports regarding our NPS results, guest research and executive

management’s related actions. To reward loyal and repeat guests, all of our brands offer past recognition

programs with various special incentives.

Strong relationships with our travel agent partners are also an integral part of our long-term cruise

distribution network and are critical to our success. 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. All of our brands have internet booking engines to allow travel agents to book our

cruises. We also employ a wide variety of educational programs, including websites, seminars and videos, to

train agents on our cruise brands and their products and services. In 2025, 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. The Directors are provided with

periodic updates regarding our travel agent partners and our cruise distribution strategies.

Suppliers

Our relationships with suppliers are key to our business in providing critical goods and services, which are

paramount in our ability to deliver exceptional cruise experiences to our guests. Our suppliers provide a range

of goods from materials to support the refurbishment and enhancements of our ships and to build new

and innovative ships to the reliable and consistent supply of fuel as well as food and beverage globally, all

while maintaining our quality standards. We aim to engage with suppliers to build mutually beneficial

relationships and to create strategic partnerships across our global organization, utilizing preferred supplier

agreements to underpin such relationships.

Our Business Partner Code of Conduct applies to all of our suppliers and other business partners. It

outlines our expectation that our suppliers will respect and follow applicable laws and regulations and

promote ethical decisions in all aspects of their business. The Compliance Committees review results of

compliance with our Business Partner Code of Conduct. We also have a Responsible Sourcing Policy (“RSP”)

that builds on our Business Partner Code of Conduct and our human rights and environmental practices.

The RSP establishes a framework that helps us monitor compliance with our standards. It is designed to

ensure that our sourcing practices are aligned with our business priorities, core values and sustainability goals.

The RSP also addresses labor, environmental, business ethics, management systems and health and safety

risks.

Others (Government & Regulators)

Our ships and operations are subject to 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. We are committed to complying with

all relevant requirements.

We continue to work closely with governments and regulators, including those of the communities we serve.

We maintain our commitment to seek excellence in compliance, environmental protection and in looking

after the safety, health and well-being of every life we touch.

Refer to:

• II. Purpose & Mission, Core Values and Priorities on page 2

• X. Marketing Activities on page 10

• XI. Sales Channels on page 11

• XII. Suppliers on page 11

• XVIII. Governmental and Other Regulations on pages 15 – 20

• Key Decisions Made by the Directors During the Year on pages 68 – 69

d) the impact of our operations on the community and the environment

Achieving our Purpose and Mission starts with being responsible corporate citizens and strong stewards of

our planet. That means preserving our environment, caring for our guests, our communities and our team,

upholding the laws that govern our business and holding ourselves to the highest standards.

The HESS Committees assist the Directors in monitoring our health, environmental, safety, security and

sustainability policies, programs and initiatives, and compliance with related legal and regulatory requirements.

Our Chief Executive Officer and the other Directors are responsible for oversight of climate-related

matters. The SRE Committee, provides quarterly updates to the Directors regarding management of climate-

related risks and opportunities.

In 2021, with the support of the Directors, we established sustainability goals for 2030. Since then, we have

achieved several goals ahead of schedule, accelerated the timeline of others and established intermediate goals.

In 2025, we reduced our GHG emission intensity on a lower berth distance basis by over 20% and on an

ALBD basis by 21% relative to our 2019 baseline. Relative to 2008, our GHG emissions per ALBD have been

reduced by 44% while our capacity has grown by 64%.

We are working to further reduce our absolute GHG emissions. We reduced our absolute GHG emissions

from ship fuel by approximately 15% as compared to our peak year of 2011 despite capacity growth of nearly

38% over the same period. Additionally, we are pursuing our aspiration of net zero emissions from ship

operations by 2050, aligned with the IMO Strategy. 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. We have leveraged third-party studies and partnered

with companies and other organizations to help identify and scale new technologies. For example, we

implemented maritime scale battery technology and are working with classification societies and other

stakeholders to assess lower GHG emission fuel options for cruise ships and assessing carbon capture and

storage technologies. We have successfully used biofuel as a replacement for fossil fuel on 8 ships since 2022.

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.

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. In our view, a commitment to

achieve an absolute greenhouse gas emission reduction pathway without a clear understanding of how this

will be achieved is not aligned with our approach to goal setting. While we continue to pursue our aspiration

of net zero emissions from ship operations, our defined goals and targets are set based on feasible, achievable,

and available pathways based on existing and emerging technologies, available fuel alternatives and proven

infrastructure. The Directors continue to believe our scale will support our effort to lead the industry in

climate action.

Refer to:

• II. Purpose & Mission, Core Values and Priorities on page 2

• XIX. Sustainability and Environmental Impact on pages 20 – 35

• Key Decisions Made by the Directors During the Year on pages 68 – 69

e) the desirability of maintaining a reputation for high standards of business conduct

We protect what matters — our people, our company and our planet — treating everyone with dignity and

respect. Achieving our Purpose and Mission starts with being responsible corporate citizens and strong

stewards of our planet. That means preserving our environment, caring for our guests, our communities

and our team, upholding the laws that govern our business and holding ourselves to the highest standards.

The Directors and executive management acknowledge their responsibility for setting and monitoring the

culture, core values and reputation of our business. The Compliance Committees assist the Directors with

oversight of activities that are designed to promote ethical conduct, a high level of integrity, and compliance

with laws, regulations and policies applicable to us, and also provides functional oversight of our Global

Ethics & Compliance department. We have a Code of Business Conduct and Ethics that applies to all of our

team members, including our executive management and the Directors. We also have Core Values, which

Strategic Report

are the key actions and behaviors we encourage and reinforce to further strengthen our culture and have

initiatives where brand leaders and executive management meet with their direct reports to discuss these key

behaviors.

Refer to:

• II. Purpose & Mission, Core Values and Priorities on page 2

• XIV. Ethics and Compliance on page 13

• XIX. Sustainability and Environmental Impact on pages 20 – 35

• I. Executive Officers and Corporate Governance on page 38

• Annex A — Carnival plc Directors’ Report of the Proxy Statement: Corporate and Social

Responsibility on pages A-7 to A-9

• Annex C — Carnival plc Corporate Governance Report of the Proxy Statement: Workforce

Engagement on pages C-15 to C-18

f) the need to act fairly between our members

It is critical that both existing and potential investors understand our strategy. During 2025, our Chair of

the Boards, CEO, Senior Independent Director and Presiding Director (who is also the Chair of our

Compensation Committees) and certain members of senior management held various meetings with

investors. These meetings gave investors and lenders the opportunity to discuss our strategic, financial and

operating priorities, progress on our environmental, health, safety and sustainability initiatives and other

topics of importance to our business and our stakeholders. Our Investor Relations team maintains open

communication with equity and debt investors as well as equity, credit and sustainability analysts to

understand investors’views of our business. Our Treasury team has regular interactions with global banks,

debt investors and credit rating agencies. Additionally, presentations are made to representatives of the

investment community periodically in the U.S., the UK and elsewhere.

Refer to:

• II. Purpose & Mission, Core Values and Priorities on page 2

• Annex C — Carnival plc Corporate Governance Report of the Proxy Statement: Relations with

Shareholders on pages C-13 to C-14

Key Decisions Made by the Directors During the Year

Debt Refinancing Strategy

In the face of the unprecedented global impact of COVID-19, executive management and the Directors

took significant actions to ensure sufficient liquidity to remain viable, including completing various capital

market transactions resulting in a substantial increase in our debt balance compared to historical levels. After

completing the gradual resumption of our guest cruise operations in 2023, the Directors and executive

management shifted focus to returning to strong profitability.

In early 2025, as part of the ongoing strategic planning process, executive management presented to the

Directors a debt refinancing strategy to rebuild our investment grade balance sheet. The main objectives of

the debt refinancing strategy were to:

• Lower our interest expense

• Manage our debt maturity towers

• Eliminate encumbered assets

• Remove restrictive covenants from our debt agreements

Executive management and the Directors agreed moving forward with the debt refinancing strategy as it

would increase investor confidence and was in the best interest of our stakeholders and long-term success.

In determining how to prioritize the various aspects of the debt refinancing strategy, executive management

and the Directors reviewed short- and long-term scenario analyses, including the viability assessment,

discussed the current and expected liquidity levels as well as the optimal liquidity levels needed to run the

business. As a result of these discussions, it was determined the debt refinancing strategy was the best use of

our available/excess liquidity and would help us return to investment-grade leverage metrics.

With alignment from the Directors, executive management was able to capitalize on favorable market

conditions during the year and opportunistically accelerate the timing of its planned efforts. During 2025,

we successfully executed our refinancing strategy completing numerous transactions, including renewing and

upsizing our revolver and delivering on the objectives of the strategy.

Section 172 considerations:

Long-term success

Key stakeholders considered:

Investors and Lenders

This Strategic Report has been approved by the Board.

By order of the Board

Micky Arison

Chair of the Board of Directors

January 27, 2026

Strategic Report

INTRODUCTORY NOTE TO THE CARNIVAL PLC IFRS FINANCIAL STATEMENTS

FOR THE YEAR ENDED NOVEMBER 30, 2025

The Carnival plc consolidated Group IFRS Financial Statements on pages 71 to 107 and standalone

parent company Financial Statements on pages 108 to 122 are required to satisfy reporting

requirements of the Companies Act 2006 and incorporate the results of Carnival plc and its subsidiaries

and, accordingly, do not include the IFRS consolidated results and financial position of Carnival

Corporation and its subsidiaries.

The Directors of Carnival plc consider that within the Carnival Corporation and Carnival plc dual

listed company arrangement, the most appropriate presentation of Carnival plc’s results and financial

position is by reference to the Carnival Corporation & plc U.S. GAAP consolidated financial

statements (“DLC Financial Statements”), which are included in the Annual Report, but do not form

part of these Carnival plc financial statements.

Carnival plc

Financial Statements

CARNIVAL PLC

GROUP STATEMENTS OF INCOME

(in millions, except per share data)

| | | | |
| --- | --- | --- | --- |
| | | Years Ended November 30, | |
| | Notes | 2025 | 2024 |
| Revenues | | | |
| Passenger ticket

........................... | | Onboard and related

....................... | | Total Revenues

............................. | 3 | Cruise and tour operating expenses: | | | Commissions, transportation and related

....... | | Onboard and related

...................... | | Payroll and related

....................... | | Fuel

................................. | | Food

................................. | | Property and equipment impairment reversals

.... | 10 | Gain on sales of ships

..................... | | Other operating

......................... | | Total Cruise and tour operating expenses

.......... | | Selling and administrative expense

.............. | 3 | Depreciation and amortisation expense

.......... | 3 | Operating Income

........................... | | Interest income

........................... | | Income from investments in associates

........... | | Interest expense

........................... | | Other (expense) income, net

.................. | 4 | Income Before Income Taxes

.................... | | Income tax benefit, net

...................... | 5 | Net Income

................................ | | Earnings Per Share | | | |
| Basic

.................................. | 6 | Diluted

................................. | 6 | $

7,402 | $

6,909 |
| 2,617 | 2,503 |
| 10,019 | 9,413 |
| |
| 1,414 | 1,354 |
| 618 | 563 |
| 1,052 | 1,053 |
| 753 | 851 |
| 529 | 519 |
| — | (260) |
| (37) | (25) |
| 1,817 | 1,872 |
| 6,146 | 5,928 |
| 1,143 | 1,100 |
| 810 | 758 |
| 1,921 | 1,627 |
| 17 | 39 |
| 17 | 13 |
| (267) | (330) |
| (346) | 142 |
| 1,341 | 1,491 |
| 6 | 4 |
| $

1,347 | $

1,495 |
| $

7.16 | $

7.97 |
| $

7.12 | $

7.93 |

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

present the Carnival plc consolidated Group IFRS Financial Statements and, accordingly, do not include the

consolidated IFRS results of Carnival Corporation.

Within the DLC arrangement the most appropriate presentation of Carnival plc’s results and financial

position is considered to be by reference to the DLC Financial Statements.

CARNIVAL PLC

GROUP STATEMENTS OF COMPREHENSIVE INCOME

(in millions)


	Years Ended November 30,
	2025	2024
Net Income ............................................	$ 1,347	$ 1,495
Other Comprehensive Income (Loss)
Items that will not be reclassified through the Statements of Income
Remeasurements of post-employment benefit obligations ........	(3)	6
Items that may be reclassified through the Statements of Income
Foreign currency translation ............................	407	(75)
Other Comprehensive Income (Loss) ..........................	404	(70)
Total Comprehensive Income ................................	$ 1,752	$ 1,425

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

present the Carnival plc consolidated Group IFRS Financial Statements and, accordingly, do not include the

consolidated IFRS results of Carnival Corporation.

Within the DLC arrangement the most appropriate presentation of Carnival plc’s results and financial

position is considered to be by reference to the DLC Financial Statements.

Carnival plc

Financial Statements

CARNIVAL PLC

GROUP BALANCE SHEETS

(in millions)


			November 30,
	Notes	2025	2024
ASSETS
Current Assets
Cash and cash equivalents ................................	7	$ 545	$ 397
Trade and other receivables, net .............................	8	322	287
Inventories .........................................	9	236	223
Prepaid expenses and related ...............................		309	300
Amount owed from Carnival Corporation group ...................		427	417
Total current assets ...................................		1,839	1,623
Non-Current Assets
Property and equipment, net ...............................	10	13,958	11,117
Right-of-use assets, net ..................................	11	271	500
Investments in associates .................................	12	116	97
Emission allowances ....................................		105	69
Other assets .........................................	13	276	188
Total non-current assets ................................		14,727	11,971
		$ 16,566	$ 13,594
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt ...........................	14	$ 768	$ 925
Current portion of lease liabilities ............................	11	42	131
Accounts payable .....................................		481	443
Accrued liabilities and related ..............................	16	730	720
Customer deposits .....................................		2,540	2,376
Total current liabilities .................................		4,560	4,595
Non-Current Liabilities
Long-term debt ......................................	14	7,617	6,269
Long-term lease liabilities ................................	11	244	408
Provisions ..........................................	23	81	70
Other long-term liabilities ................................	18	294	249
Total non-current liabilities ..............................		8,236	6,996
Shareholders’ Equity
Share capital ........................................	19	361	361
Share premium .......................................		1,143	1,143
Retained earnings .....................................		4,120	2,820
Other reserves .......................................		(1,855)	(2,320)
Total shareholders’ equity ...............................		3,770	2,004
		$ 16,566	$ 13,594

The accompanying notes are an integral part of these financial statements. These financial statements only present the Carnival

plc consolidated Group IFRS Financial Statements and, accordingly, do not include the consolidated IFRS results of Carnival

Corporation.

The Carnival plc Group financial statements (registered number 04039524) were authorised for issue by the Boards of Directors

on January 23, 2026 and signed on their behalf by

Micky Arison

Josh Weinstein

Chair of the Boards of Directors

January 27, 2026

Chief Executive Officer and Director

January 27, 2026

Within the DLC arrangement the most appropriate presentation of Carnival plc’s results and financial position is

considered to be by reference to the DLC Financial Statements.

CARNIVAL PLC

GROUP STATEMENTS OF CASH FLOWS

(in millions)

| | | | |
| --- | --- | --- | --- |
| | | Years Ended November 30, | |
| | Notes | 2025 | 2024 |
| OPERATING ACTIVITIES | | | |
| Income before income taxes

...................... | | $

1,341 | $

1,491 |
| Adjustments to reconcile income before income taxes to net | | | |
| cash provided by (used in) operating activities | | | |
| Depreciation and amortisation

................... | 3 | 810 | 758 |
| Impairment reversals

......................... | 10 | — | (260) |
| Share-based compensation

..................... | 21 | 14 | 10 |
| Interest expense, net

......................... | | 256 | 301 |
| (Income) loss from investments in associates

.......... | | (17) | (13) |
| Unrealized foreign currency exchange (gain) loss

....... | | 368 | (163) |
| Gain on sales of ships

........................ | | (37) | (25) |
| Greenhouse gas regulatory expense

................ | | 69 | 35 |
| Other

................................... | | (22) | 41 |
| | | 2,783 | 2,175 |
| Changes in operating assets and liabilities | | | |
| Receivables

............................... | | (13) | 19 |
| Inventories

............................... | | (2) | 6 |
| Purchase of emission allowances

.................. | | (67) | (71) |
| Prepaid expenses and other assets

................. | | (30) | (70) |
| Accounts payable

........................... | | (15) | (17) |
| Accrued liabilities, other and provisions

............. | | (72) | 24 |
| Customer deposits

.......................... | | 68 | 228 |
| Cash provided by (used in) operations before interest, debt | | | |
| issuance costs and income taxes

.................. | | 2,651 | 2,293 |
| Interest received

............................ | | 17 | 39 |
| Interest paid

.............................. | | (227) | (302) |
| Debt issuance costs paid

....................... | | (29) | (78) |
| Income tax benefit received (paid), net

.............. | | (20) | (14) |
| Net cash provided by (used in) operating activities

..... | | 2,392 | 1,939 |
| INVESTING ACTIVITIES | | | |
| Purchases of property and equipment

.............. | 3 | (675) | (1,056) |
| Proceeds from sales of ships

.................... | | 94 | 40 |
| Advances to Carnival Corporation group, net

......... | | (160) | (387) |
| Refunds of investments held in trust

............... | | — | 108 |
| Net cash provided by (used in) investing activities

..... | | (740) | (1,295) |
| FINANCING ACTIVITIES | | | |
| Payments to Carnival Corporation group, net

......... | | (1,935) | (1,908) |
| Principal repayments of long-term debt

............. | | (748) | (1,150) |
| Proceeds from issuance of long-term debt

............ | | 1,278 | 1,581 |
| Lease liabilities principal payments

................ | | (115) | (136) |
| Net cash provided by (used in) financing activities

..... | | (1,519) | (1,612) |
| Effect of exchange rate changes on cash and cash | | | |
| equivalents

............................... | | 14 | 2 |
| Net increase (decrease) in cash and cash equivalents

.... | | 148 | (966) |
| Cash and cash equivalents at beginning of year

.......... | | 397 | 1,363 |
| Cash and cash equivalents at end of year

........... | | $

545 | $

397 |

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

present the Carnival plc consolidated Group IFRS Financial Statements and, accordingly, do not include the

consolidated IFRS results of Carnival Corporation.

Within the DLC arrangement the most appropriate presentation of Carnival plc’s results and financial

position is considered to be by reference to the DLC Financial Statements.

Carnival plc

Financial Statements

CARNIVAL PLC

GROUP STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(in millions)


				Reserves
					Cash					Total
	Share	Share	Retained	Translation	flow	Treasury	Other	Merger		shareholders’
	capital	premium	earnings	reserve	hedges	shares	reserves	reserve	Total	equity
At November 30, 2023 ....	$ 361	$ 1,143	$ 1,366	$ (2,258)	$ 21	$ (1,694) $	128	$ 1,503	$ (2,300)	$ 569
Comprehensive income
(loss)
Net income ........	—	—	1,495	—	—	—	—	—	—	1,495
Foreign currency
translation .......	—	—	—	(75)	—	—	—	—	(75)	(75)
Remeasurements of
post-employment
benefit obligations . . .	—	—	6	—	—	—	—	—	—	6
Total comprehensive
income (loss) ......	—	—	1,501	(75)	—	—	—	—	(76)	1,425
Issuance of treasury
shares for vested
share-based awards ..	—	—	(47)	—	—	47	—	—	47	—
Other, net (a) .......	—	—	—	—	—	—	9	—	9	9
At November 30, 2024 ....	361	1,143	2,820	(2,334)	21	(1,647)	137	1,503	(2,320)	2,004
Comprehensive income
(loss)
Net income ........	—	—	1,347	—	—	—	—	—	—	1,347
Foreign currency
translation .......	—	—	—	407	—	—	—	—	407	407
Remeasurements of
post-employment
benefit obligations . . .	—	—	(3)	—	—	—	—	—	—	(3)
Total comprehensive
income (loss) ......	—	—	1,345	407	—	—	—	—	407	1,752
Issuance of treasury
shares for vested
share-based awards ..	—	—	(44)	—	—	44	—	—	44	—
Other, net (a) .......	—	—	—	—	—	—	15	—	15	15
At November 30, 2025 ....	$ 361	$ 1,143	$ 4,120	$ (1,926)	$ 20	$ (1,603) $	151	$ 1,503	$ (1,855)	$ 3,770

(a)

Includes equity settled share-based payments.

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

present the Carnival plc consolidated Group IFRS Financial Statements and, accordingly, do not include the

consolidated IFRS results of Carnival Corporation.

Within the DLC arrangement the most appropriate presentation of Carnival plc’s results and financial

position is considered to be by reference to the DLC Financial Statements.

CARNIVAL PLC

NOTES TO GROUP FINANCIAL STATEMENTS

NOTE 1 — General

Description of Business

Carnival plc and its subsidiaries and associates are referred to collectively in these financial statements as

the “Group,” “our,” “us” and “we.” Carnival Corporation and Carnival plc, together with their consolidated

subsidiaries, are referred to collectively in these financial statements as “Carnival Corporation & plc.”

Carnival Corporation & plc is the largest global cruise company, and among the largest leisure travel

companies, with a portfolio of world-class cruise lines — AIDA Cruises, Carnival Cruise Line, Costa Cruises,

Cunard, Holland America Line, P&O Cruises, Princess Cruises, and Seabourn.

DLC Arrangement

Carnival Corporation and Carnival plc operate a dual listed company (“DLC”) arrangement, whereby the

businesses of Carnival Corporation and Carnival plc are combined through a number of contracts and

provisions in Carnival Corporation’s Articles of Incorporation and By-Laws and Carnival plc’s Articles

of Association. The two companies operate as a single economic enterprise with a single senior management

team and identical Boards of Directors, but each has retained its separate legal identity. Carnival

Corporation’s shares of common stock are publicly traded on the New York Stock Exchange (“NYSE”)

and Carnival plc’s ordinary shares are publicly traded on the London Stock Exchange. The Carnival plc

American Depositary Shares are traded on the NYSE.

The constitutional documents of each company provide that, on most matters, the holders of the common

equity of both companies effectively vote as a single body. The Equalization and Governance Agreement

between Carnival Corporation and Carnival plc provides for the equalization of dividends and liquidation

distributions based on an equalization ratio and contains provisions relating to the governance of the DLC

arrangement. Because the equalization ratio is 1 to 1, one share of Carnival Corporation common stock

and one Carnival plc ordinary share are generally entitled to the same distributions.

Under deeds of guarantee executed in connection with the DLC arrangement, as well as stand-alone

guarantees executed since that time, each of Carnival Corporation and Carnival plc have effectively cross

guaranteed all indebtedness and certain other monetary obligations of each other. Once the written demand

is made, the holders of indebtedness or other obligations may immediately commence an action against

the relevant guarantor.

Under the terms of the DLC arrangement, Carnival Corporation and Carnival plc are permitted to transfer

assets between the companies, make loans to or investments in each other and otherwise enter into

intercompany transactions. In addition, the cash flows and assets of one company are required to be used

to pay the obligations of the other company, if necessary.

The Boards of Directors consider that, within the DLC arrangement, the most appropriate presentation of

Carnival plc’s results and financial position is by reference to the U.S. generally accepted accounting principles

(“U.S. GAAP”) DLC Financial Statements because all significant financial and operating decisions

affecting the DLC companies are made on a joint basis to optimize the consolidated performance as a

single economic entity. Accordingly, the DLC Financial Statements are provided to shareholders as

supplementary information, which are included in the Carnival plc Annual Report, but do not form part of

these Carnival plc financial statements.

In December 2025, following a review of the corporate structure, the Boards of Directors of Carnival

Corporation and Carnival plc recommended unifying the dual listed company under a single corporate

entity, Carnival Corporation, listed solely on the New York Stock Exchange, with Carnival plc as its wholly-

owned UK subsidiary. Under this plan, Carnival plc shareholders would receive Carnival Corporation

shares on a one-for-one basis, and Carnival plc shares and American Depositary Receipts would be de-listed

from both the London Stock Exchange and the New York Stock Exchange, respectively. These proposals

will be subject to certain conditions, including the approval of shareholders and receipt of regulatory and UK

court approvals.

Carnival plc

Financial Statements

NOTE 2 — Material Accounting Policies

Basis of Preparation

The Carnival plc Group financial statements are presented in U.S. dollars unless otherwise noted and are

prepared on the historical cost basis, except for certain financial assets and liabilities. The financial statements

of the Group have been prepared in accordance with UK-adopted International Accounting Standards

and with the requirements of the Companies Act 2006 as applicable to companies reporting under those

standards. The financial statements have been prepared on a going concern basis. The Boards of Directors

of the Group have a reasonable expectation that, on the basis of current financial projections, available

borrowing facilities and based on our reassessment of principal and emerging risks, we are well positioned

to meet our commitments and obligations, and will remain in operational existence for at least the next

12 months from the date of this report.

Basis of Consolidation

The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its

involvement with the entity and has the ability to affect those returns through its power to direct the activities

of the entity. All significant intra-Group balances and transactions are eliminated on consolidation. These

financial statements are required to satisfy reporting requirements of the Companies Act 2006 and do not

include the IFRS consolidated results and financial position of Carnival Corporation and its subsidiaries.

Cash and Cash Equivalents

Cash and cash equivalents include investments with maturities of three months or less at acquisition that

are readily convertible to known amounts of cash, which are stated at cost and present insignificant risk of

changes in value. Investments in money market funds are measured at fair value through profit or loss. Cash

equivalents, including investments in money market funds, are held to meet short-term cash commitments.

Trade and Other Receivables

Although we generally require full payment from our customers prior to or concurrently with their cruise,

we grant credit terms to a relatively small portion of our revenue source. We have receivables from credit card

merchants and travel agents for cruise ticket purchases and onboard revenue which are included within

trade and other receivables. These receivables represent contractual cash flows, and are measured at amortized

cost and are less of allowances for expected credit losses. We apply the simplified approach and record

lifetime expected credit losses for trade receivables. We have agreements with a number of credit card

processors that transact customer deposits related to our cruise vacations. Certain of these agreements allow

the credit card processors to request, under certain circumstances, that we provide a reserve fund in cash.

Inventories

Inventories consist substantially of food, beverages, hotel supplies, fuel and retail merchandise, which are all

carried at the lower of cost or net realisable value. Cost is determined using the weighted-average or first-

in, first-out methods and applied consistently between major categories of inventory.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and any impairment charges. We

capitalize interest as part of the cost of capital projects incurred during construction. Depreciation is computed

using the straight-line method over our estimated useful lives of the assets to a residual value, as a percentage

of original cost, as follows:


		Residual
	Years	Values
Ships ..................................	30	15%
Ship improvements ........................	3 – 30	0%
Buildings and improvements ..................	10 – 40	0%
Computer hardware and software ..............	2 – 12	0%
Transportation equipment and other ............	3 – 20	0%
Leasehold improvements, including port facilities . . .	Shorter of the remaining lease term or	0%
	related asset life (3 – 30)

The cost of ships under construction includes progress payments for the construction of new ships, as well

as design and engineering fees, capitalized interest, construction oversight costs and various owner supplied

items. Any liquidated damages received from shipyards are recorded as reductions to the cost basis of the

ship.

We have a capital program for the improvement of our ships and for asset replacements to enhance the

effectiveness and efficiency of our operations; to comply with, or exceed, all relevant legal and statutory

requirements related to health, environment, safety, security and sustainability; and to gain strategic benefits

or provide improved product innovations to our guests. We account for ship improvement costs, including

replacements of certain significant components and parts by capitalizing those costs that add value to our

ships and have a useful life greater than one year and depreciating those improvements over their estimated

remaining useful life.

The costs of repairs and maintenance, including minor improvement costs and expenses incurred during dry-

docks, are charged to expense as incurred and included in other operating expenses. These minor dry-dock

expenses primarily represent maintenance activities that are incurred when a ship is taken out-of-service for

scheduled maintenance.

In addition, specifically identified or estimated cost and accumulated depreciation of previously capitalized

ship components are written-off upon retirement, which may result in a loss on disposal that is also

included in other operating expenses.

Given the large size and complexity of our ships, ship accounting estimates require judgment and are

inherently uncertain. We do not have cost segregation studies performed to specifically componentize our

ships. In addition, since we do not separately componentize our ships, we do not identify and track

depreciation of original ship components. Therefore, we typically have to estimate the net book value of

components that are retired, based primarily upon their replacement cost, their age and their original

estimated useful lives.

As of November 30, 2025, we have estimated our ships’useful lives at 30 years and residual values at 15% of

our original ship cost. Our ships’useful life and residual value estimates take into consideration the

estimated weighted-average useful lives of the ships’major component systems, such as hull, superstructure,

main electric, engines and cabins. We also take into consideration the impact of technological changes,

historical useful lives of similarly-built ships, long-term cruise and vacation market conditions and regulatory

changes, including those related to the impact of greenhouse gases and other emissions on the environment.

We determine the residual value of our ships based on our long-term estimates of their resale value at the

end of their useful lives to us but before the end of their physical and economic lives to others, historical resale

values of our and other cruise ships as well as our expectations of the long-term viability of the secondary

cruise ship market.

We review estimated useful lives and residual values of our ships for reasonableness at the period end or

whenever events or circumstances indicate a revision is warranted. In December 2025, we completed such

review considering the period over which we expect to operate our ships and our long-term plans. As a result,

we determined our ships’depreciable lives would be extended to 35 years. In connection with the increase

in estimated useful life, we reduced our estimated residual value of each ship to be 5% of our original ship cost

for LNG powered ships and a range of salvage values under $25 million for all other ships, depending on

the class and tonnage of the ship. This revision did not have a material impact on our financial statements and

has been applied prospectively beginning December 1, 2025.

Occasionally we transfer ships from Carnival plc to Carnival Corporation. The group’s accounting policy

with regard to such transfers is that they take place at the higher of their net book value or fair value.

We review our ships for impairment whenever events or circumstances indicate that the carrying value of a

ship may not be recoverable. The recoverable amount is considered to be the higher of value in use or fair value

less costs of disposal. We evaluate ship asset impairments either at the individual ship level, when it is

considered to be the lowest level for which identifiable cash inflows are largely independent of the cash

inflows of other assets and liabilities, for example when we have plans to dispose of a ship, or at the cash

generating unit (“CGU”) (or cruise brand) level, when the cash inflows of a given ship are not considered to

be largely independent of the cash flows of other assets and liabilities.

Where an assessment is performed at the individual ship level, the fair value is typically estimated based

either on ship sales price negotiations and/or estimated sales prices from previous ship sales.

Carnival plc

Financial Statements

Where an assessment is performed at the CGU level, we compare the carrying amount of the net assets

allocated to each CGU (inclusive of ships) with its recoverable amount. The estimated recoverable amount

is the higher of the cruise brands’ fair value less costs of disposal and its value in use. If the recoverable

amount is greater than the cruise brand net asset carrying value, then the value of the assets is deemed

recoverable. Judgement is required in estimating the recoverable amounts of our CGUs. Assessments are

made at a CGU level as individual ships’ cash flows are dependent both upon shore-based assets that support

the operation of the ships and the itineraries each ship operates, which is determined based upon plans for

ships in the CGU and for which we have the ability to change over time.

If estimated discounted 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 recoverable amount.

If, subsequent to impairment, there has been a change in the estimates used to determine our ships’

recoverable amount, then the carrying amount of the ship may be increased by the reversal of the impairment.

The reversal is limited to the carrying amount that would have been determined had no impairment loss

been recognized for the ship in prior years. Determination of future cash flows and fair values of our cruise

ships involves estimates and assumptions.

Leases

Substantially all of our leases for which we are the lessee are leases of port facilities and real estate and are

included within right-of-use assets, net, long-term lease liabilities and the current portion of lease liabilities in

our Consolidated Balance Sheets. We determine if an arrangement is or contains a lease at the lease

inception date by evaluating whether the arrangement conveys the right to use an identified asset and

whether we obtain substantially all of the economic benefits from and have the ability to direct the use of

the asset.

We have port facilities and real estate lease agreements with lease and non-lease components, and in such

cases, we account for the components as a single lease component.

We do not recognize right-of-use assets and lease liabilities for any leases that have an initial term of

twelve months or less and do not include an option to purchase the underlying asset. For some of our port

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

Generally, we do not include renewal options as a component of our present value calculation as we are

not reasonably certain that we will exercise the options.

As our leases do not have a readily determinable implicit rate, we estimate the incremental borrowing rate

(“IBR”) to determine the present value of lease payments. We apply judgement in determining the IBR

including considering the term of the lease, the currency in which the lease is denominated, and the impact of

collateral and our credit risk on the rate.

Certain of our agreements stipulate potential future increases in variable lease payments based on an index

or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments

based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use

asset.

We depreciate our right-of-use assets on a straight-line basis over the shorter of the asset’s useful life and

the lease term. Lease payments are allocated between principal and finance cost. The finance cost is charged

to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining

balance of the liability for each period.

Contingencies

We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental

inspections or investigations arising in the ordinary course of or incidental to our business, including those

noted below. While it is typically very difficult to determine the timing and ultimate outcome of these matters,

we use our best judgement to determine the appropriate amounts to record in our consolidated financial

statements. We accrue a liability and establish a provision when we believe a loss is probable and the amount

of the loss can be reasonably estimated. In assessing probable losses, we make estimates of the amount of

probable insurance recoveries, if any, which are recorded as assets where appropriate. Such accruals and

reserves and the estimated timing of settlement are typically based on developments to date, historical claims

experience, and actuarially determined estimates of liabilities. Given the inherent uncertainty related to the

eventual outcome of these matters and potential insurance recoveries, it is possible that all or some of these

matters may be resolved for amounts different from any provisions or disclosures that we may have made.

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. Refer to Note 23 — “Contingencies” for additional

information.

Investments in Associates

Investments in associates are accounted for using the equity method of accounting and are initially

recognized at cost. Interest in the net assets of such investments is included in investments in associates in

the Consolidated Balance Sheets and our proportionate interest in their results is included in income (loss)

from investments in associates in the Consolidated Statements of Income (Loss).

Debt and Debt Issuance Costs

Debt is recorded at initial fair value, which normally reflects the proceeds received by us, net of debt

issuance costs. Debt is subsequently stated at amortized cost. Debt issuance costs, discounts and premiums

are generally amortized to interest expense using the straight-line method, which approximates the effective

interest method, over the term of the debt. Debt issuance costs related to a recognized debt liability are

presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of that debt

liability, consistent with debt discounts. For our revolving facility, and those export credit facilities not yet

drawn, the related debt issuance costs are deferred and recorded as an asset. Debt instruments are evaluated

for the existence of features that require separation and accounting as a derivative. In our Consolidated

Statements of Cash Flows, debt issuance costs paid to lenders related to a recognized debt liability are

netted against the proceeds from the related long-term debt while debt issuance costs paid to third parties,

or related to undrawn credit facilities, are presented separately within financing activities.

Derivatives and Other Financial Instruments

We have in the past and may in the future utilize derivative and non-derivative financial instruments, such as

foreign currency forwards, options and swaps, foreign currency debt obligations and foreign currency cash

balances, to manage our exposure to fluctuations in certain foreign currency exchange rates. We have in the

past and may in the future use interest rate swaps primarily to manage our interest rate exposure to

achieve a desired proportion of fixed and floating rate debt. Our policy is to not use financial instruments

for trading or other speculative purposes.

All derivatives are recorded at fair value. If a derivative is designated as a cash flow hedge, then the change

in the fair value of the derivative is recognized as a component of other comprehensive income (“OCI”) until

the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable. If

a derivative or a non-derivative financial instrument is designated as a hedge of our net investment in a foreign

operation, then changes in the effective portion of the fair value of the financial instrument are recognized

as a component of OCI to offset the change in the translated value of the designated portion of net investment

being hedged until the investment is sold or substantially liquidated, while the impact attributable to

components excluded from the assessment of hedge effectiveness is recorded in interest expense, on a

systematic and rational basis. For derivatives that do not qualify for hedge accounting treatment, the change

in fair value is recognized in earnings.

We classify the fair value of all our derivative contracts as either current or non-current, depending on the

maturity date of the derivative contract. The cash flows from derivatives treated as cash flow hedges are

classified in our Consolidated Statements of Cash Flows in the same category as the item being hedged.

Derivative valuations are based on observable inputs such as interest rates, forward currency exchange rates,

credit spreads, maturity dates, volatilities, and cross currency basis spreads. We use the income approach

to value derivatives for foreign currency options and forwards, interest rate swaps and cross currency swaps

using observable market data for all significant inputs and standard valuation techniques to convert future

amounts to a single present value amount, assuming that participants are motivated but not compelled to

transact.

Emission Allowances

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

year phase-in period. The ETS regulates emissions through a “cap and trade”principle, where a cap is set

on the total amount of certain emissions that can be emitted and requires us to procure emission allowances

Carnival plc

Financial Statements

for certain emissions inside EU waters (as defined in the ETS). Emission allowances are recognized at cost

as non-current assets and included in emission allowances in our Consolidated Balance Sheets. Purchases of

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

Emission obligations are recognized as the emissions are generated and are included in accrued liabilities and

related and other long-term liabilities. The funded portion of the emission obligations are measured at the

carrying value of the emission allowances and the unfunded portion of emission obligations is measured at

the fair value of emission allowances necessary to settle. We record expense for emissions in EU waters in

fuel expense in the period incurred. Emission allowances and obligations are derecognized when surrendered

based on the first-in, first-out method, and are non-cash activities.

Foreign Currency Translation and Transactions

The Carnival plc Group financial statements are presented in U.S. dollars. Each foreign entity determines its

functional currency by reference to its primary economic environment. The Group’s most significant

foreign entities utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies.

The Group translates the assets and liabilities of its foreign entities that have functional currencies other than

the U.S. dollar at exchange rates in effect at the balance sheet date. Revenues and expenses of these foreign

entities are translated at the average rate for the period. Equity is translated at historical rates and the resulting

foreign currency translation adjustments are included in the translation reserve, which is a separate

component of other reserves within shareholders’equity. Therefore, the U.S. dollar value of the non-equity

translated items in the Group’s consolidated financial statements will fluctuate from period to period,

depending on the changing value of the U.S. dollar versus these currencies.

The Group executes transactions in a number of different currencies. At the date that the transaction is

recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction is measured and

recorded in the functional currency of the recording entity using the exchange rate in effect at that date. At

each balance sheet date, recorded monetary balances denominated in a currency other than the functional

currency are adjusted using the exchange rate at the balance sheet date, with gains or losses recorded in other

income or other expense. The unrealized gains or losses on our long-term intercompany receivables and

payables which are denominated in a non-functional currency and are not expected to be repaid in the

foreseeable future are recorded in translation reserves.

Revenue and Expense Recognition

Guest cruise deposits and advance onboard purchases are initially included in customer deposits when

received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from

onboard and other activities, and all associated direct expenses of a voyage are recognized as cruise expenses,

upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in

excess of ten nights. The impact of recognizing these shorter duration cruise revenues and expenses on a

completed voyage basis versus on a pro rata basis is not material. Certain of our product offerings are bundled

and we allocate the value of the bundled services and goods between passenger ticket revenues and onboard

and related revenues based upon the estimated standalone selling prices of those goods and services.

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

cancellation.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships

are included in passenger ticket revenues, and the related expenses of these services are included in

transportation expenses. The proceeds that we collect from the sales of third-party shore excursions are

included in onboard and related revenues and the related expenses are included in onboard and related

expenses. The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted to

them, are included in onboard and related revenues as concession revenues. All of these amounts are

recognized on a completed voyage or pro rata basis as discussed above.

Revenues and expenses from our hotel and transportation operations, which are included in our Tour and

Other segment, are recognized at the time the services are performed.

Customer Deposits

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

to the commencement of the voyage. We also offer our guests the advance purchase of onboard and other

services. Cash received from guests in advance of the cruise is recorded in customer deposits and in other

long-term liabilities on our Consolidated Balance Sheets. These amounts include refundable deposits.

Contract Costs

We recognize incremental travel agent commissions and credit and debit card fees incurred as a result of

obtaining the ticket contract as assets when paid prior to the start of a voyage. We record these amounts

within prepaid expenses and related and subsequently recognize these amounts as commissions, transportation

and related at the time of revenue recognition or at the time of voyage cancellation. We had incremental

costs of obtaining contracts with customers recognized as assets of $90 million and $82 million as of

November 30, 2025 and 2024.

Insurance

We maintain insurance under Carnival Corporation & plc’s insurance programs to cover a number of risks

including illness and injury to crew, guest injuries, pollution, other third-party claims in connection with our

cruise activities, damage to hull and machinery for each of our ships, war risks, workers’compensation,

directors’and officers’liability, property damage and general liability for shoreside third-party claims. We

recognize insurance recoverables from third-party insurers for recorded losses at the time the recovery is

virtually certain or upon settlement for amounts in excess of the recorded losses. All of our insurance policies

are subject to coverage limits, exclusions and deductible levels.

Selling and Administrative Expenses

Selling expenses include a broad range of advertising, marketing and promotional expenses. Advertising is

charged to expenses as incurred. Selling expenses totalled $408 million in 2025 and $395 million in 2024.

Administrative expenses represent the costs of our shoreside support, reservations and other administrative

functions, and include salaries and related benefits, professional fees and building occupancy costs, which are

typically expensed as incurred.

Share-Based Compensation

We recognize compensation expense for, equity settled, share-based compensation awards using the fair

value method. For time-based share awards, we recognize compensation cost ratably using the straight-line

attribution method over the expected vesting period or to the retirement eligibility date, if earlier than the

vesting period. For performance-based share awards, we recognize compensation cost ratably using the

straight-line attribution method over the expected vesting period based on our estimate of performance

conditions. If all or a portion of the performance condition is not expected to be met, the appropriate amount

of previously recognized compensation expense is reversed and future compensation expense is adjusted

accordingly. In addition, performance-based share awards for which the accounting grant date is not

established at the time of the award are remeasured at the end of each reporting period. For market-based

share awards, we recognize compensation cost ratably using the straight-line attribution method over the

expected vesting period. Compensation expense will be recognized, even if the target market-based

conditions are not expected to be met. We account for forfeitures as they occur.

Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) by the weighted-average number of

shares outstanding during each period. Diluted earnings per share is computed by dividing net income by

the weighted-average number of shares and common stock equivalents outstanding during each period.

Post-Employment Benefits

The Group operates both defined benefit and defined contribution plans. The net deficit or surplus for each

defined benefit pension plan is calculated based on the present value of the defined benefit obligation at

the balance sheet date less the fair value of the plan assets. The calculation is performed by a qualified external

actuary using the projected unit credit method. The discount rate is the yield at the balance sheet date on

AA credit rated bonds or local equivalents that have maturity dates approximating the terms of the pension

plans’ obligations.

Actuarial gains and losses that arise in calculating the defined benefit pension plans’ obligations are

recognized in the period in which they arise directly in the Group’s comprehensive income (loss).

The operating and financing costs of defined benefit pension plans are recognized in the Statements of

Income (Loss); current service costs are spread systematically over the expected average remaining service

Carnival plc

Financial Statements

lives of employees and financing costs are recognized in the periods within which they arise. To the extent

that the benefits vest immediately, the expense is recognized immediately.

Defined contribution plan expenses are recognized in the period to which they relate. We contribute to these

plans based on employee contributions, salary levels and length of service. The assets of these plans are

held separately from the Group in independently administered funds.

Income Taxes

Deferred income taxes are provided using the balance sheet liability method. Deferred income tax assets are

recognized to the extent that it is probable that future taxable income will be available against which the

temporary differences can be utilized. Deferred income taxes are measured at the average tax rates that are

expected to apply in the periods in which the temporary differences are expected to reverse based on tax rates

and laws that have been enacted or substantially enacted by the balance sheet date. Current income taxes

are the taxes payable on the taxable income for the year, applying current rates and any adjustments in respect

of previous years.

Dividends

When applicable, dividend distributions are recognized in the period in which the dividends are declared

because, under the DLC arrangement, the declaration of a dividend by the Boards of Directors of Carnival

Corporation & plc establishes a liability for Carnival plc. If declared, Carnival plc dividends are declared

in U.S. dollars and holders of Carnival plc American Depositary Shares receive a dividend payable in U.S.

dollars.

Transactions with Carnival Corporation

Under the terms of the DLC arrangement, Carnival Corporation and Carnival plc are permitted to transfer

assets between the companies, make loans to or investments in each other and otherwise enter into

intercompany transactions. In addition, the cash flows and assets of one company are required to be used

to pay the obligations of the other company, if necessary. Amounts owed between Carnival Corporation and

Carnival plc do not have a stated maturity date, as the two companies operate as a single economic enterprise.

We present cash flows between Carnival Corporation and Carnival plc and their respective subsidiaries

on a net basis as this presentation is most appropriate to reflect the nature of these underlying cash flows

between Carnival Corporation and Carnival plc and their respective subsidiaries, being large amounts, with

a high volume of transactions, and which are unsecured and repayable on demand (of a short-term

nature). These cash flows are presented as either financing activities or investing activities in the Statement

of Cash Flows based on whether they reflect a financing of Carnival plc from Carnival Corporation (balance

is a payable from Carnival plc) or an investing activity from Carnival plc to Carnival Corporation (balance

is a receivable to Carnival plc).

Accounting Estimates and Judgements

The preparation of these financial statements in conformity with IFRS as adopted in the UK requires

management to make judgements and estimates that affect the application of policies and reported and

disclosed amounts in these financial statements. These judgments and estimates are based on management’s

best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual

results may differ materially from the amounts included in the financial statements.

Key judgements and estimates are reviewed on an ongoing basis. Revisions to accounting estimates are

recognized in the period in which the estimate is revised if the revision affects only that period or in the period

of the revision and future periods if the revision affects both current and future periods.

Significant accounting estimates are those with a significant risk of resulting in a material adjustment to the

carrying amounts of assets and liabilities within the next year. In 2025, there were no significant accounting

estimates or critical accounting judgements as defined under IAS 1. Other areas of estimation uncertainty

include the determination of ships useful life and residual values as recognition and measurement are

based on assumptions subject to longer term uncertainties. Refer to Note 10 — “Property and Equipment”.

Climate change

In preparing these financial statements, management has considered the expected impacts of climate change

and the steps necessary to achieve Carnival Corporation & plc’s 2030 Climate Action Goals. Management

has considered the expected impacts of climate change on a number of estimates within the financial

statements, including:

• Estimates related to our future liquidity requirements and viability (refer to Item 5. Going Concern

Confirmation and Viability Statement of the Strategic Report)

• Estimates related to the useful life and residual value of ships (refer to Note 10 — “Property and

Equipment”)

The following specific points were considered:

• Carnival Corporation & plc’s ongoing newbuild program, which includes deliveries of larger-more

efficient ships over the coming years, has been and will continue to be a factor in management’s

expected ability to achieve Carnival Corporation & plc’s GHG intensity reduction goals

• Carnival Corporation & plc’s ongoing investment in energy efficiency projects for its existing fleet

• The current status of recently enacted and various pending environmental regulations which will

materially impact Carnival Corporation & plc’s future cash flows. Refer to XVIII. Governmental and

Other Regulations on pages 15 to 20 of the Strategic Report.

Accounting Pronouncements

The International Accounting Standards Board (“IASB”) has issued amendments to the standard, IAS 1,

Presentation of Financial Statements

—

Classification of Liabilities as Current or Non-current

, providing a

more general approach to the classification of liabilities based on the contractual agreements in place at the

reporting date. On December 1, 2024, we adopted this guidance. The adoption of this guidance had no

impact on our consolidated financial statements.

The IASB has issued amendments to the standards, IAS 7,

Statement of Cash Flows

and IFRS 7,

Financial

Instruments: Disclosures

—

Supplier Finance Arrangements

. These amendments require that an entity disclose

information about its supplier finance arrangements that enables users of financial statements to assess the

effects of those arrangements on the entity’s liabilities and cash flows and the entity’s exposure to liquidity

risk. On December 1, 2024, we adopted this guidance. The adoption of this guidance had no impact on

our consolidated financial statements.

The IASB has issued amendments to the standard, IAS 21,

The Effects of Changes in Foreign Exchange

Rates

—

Lack of Exchangeability

. These amendments specify how to assess whether a currency is

exchangeable and how to determine the exchange rate when it is not. These amendments require that an

entity disclose information that enables users of its financial statements to evaluate how currencies lacking

exchangeability affect, or are expected to affect, the entity’s financial performance, financial position, and

cash flows. These amendments are required to be adopted by us beginning December 1, 2025. The adoption

of this guidance will not have an impact on our consolidated financial statements.

The IASB has issued amendments to the standards, IFRS 9,

Financial Instruments

and IFRS 7,

Financial

Instruments: Disclosures — Amendments to the Classification and Measurement of Financial Instruments.

These amendments clarify the recognition and derecognition criteria for financial assets and liabilities, and

the classification of financial assets with environmental, social and corporate governance and similar

features. In addition, the amendments require additional disclosures for financial assets and liabilities with

contractual terms that reference a contingent event and equity instruments classified at fair value through

other comprehensive income. These amendments are required to be adopted by us beginning December 1,

2026. We are currently evaluating the impact of these amendments on our consolidated financial statements.

The IASB has issued amendments to the standards, IFRS 9,

Financial Instruments

and IFRS 7,

Financial

Instruments: Disclosures — Contracts Referencing Nature-dependent Electricity.

These amendments clarify

certain own-use requirements and hedge accounting requirements for contracts for nature-dependent

renewable electricity. In addition, the amendments require additional disclosures for contracts for nature-

dependent electricity with specified characteristics. These amendments are required to be adopted by us

beginning December 1, 2026. We are currently evaluating the impact of these amendments on our consolidated

financial statements.

Carnival plc

Financial Statements

The IASB has issued the following standards and amendments that have not been adopted in the UK:

• IFRS 18,

Presentation and Disclosure in Financial Statements

(effective date January 1, 2027)

• IFRS 19,

Subsidiaries without Public Accountability: Disclosures

(effective date January 1, 2027)

• Amendments to IAS 21,

Translation to Hyperinflationary Presentation Currency

(effective date

January 1, 2027)

NOTE 3 — Segment Information

As previously discussed, within the DLC arrangement the most appropriate presentation of Carnival plc’s

results and financial position is by reference to the DLC Financial Statements. The chief operating decision

maker (“CODM”), who is the Chief Executive Officer of Carnival Corporation and Carnival plc, assesses

performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of

the U.S. GAAP results across all of the segments. The operating segments within each of our reportable

segments have been aggregated based on the similarity of their economic and other qualitative characteristics,

including geographic guest sourcing. Carnival Corporation & plc has four reportable segments comprised

of (1) North America cruise operations (“North America”), (2) Europe cruise operations (“Europe”),

(3) Cruise Support and (4) Tour and Other.

The Cruise Support segment includes Carnival Corporation & plc’s portfolio of leading port destinations

and exclusive islands as well as other services, all of which are operated for the benefit of its cruise brands. The

Tour and Other segment represents the hotel and transportation operations of Holland America Princess

Alaska Tours and other operations.

Selected information for the Carnival Corporation & plc segments and the reconciliation to the corresponding

Carnival plc amounts as of and for the years ended November 30 was as follows:


				Depreciation
		Operating	Selling and	and	Operating	Capital	Total
(in millions)	Revenues	expenses	administrative	amortisation	income	expenditures	assets
2025
North America (a) .....	$ 17,604 $	10,538	$ 1,965	$ 1,818	$ 3,284	$ 2,367	$ 31,400
Europe ............	8,467	5,021	1,042	746	1,658	557	16,030
Cruise Support .......	309	211	378	200	(481)	647	3,836
Tour and Other .......	241	177	17	26	22	41	421
Carnival Corporation &
plc – U.S. GAAP ......	26,622	15,947	3,401	2,790	4,483	3,611	51,687
Carnival Corporation –
U.S. GAAP (b) ......	(16,602)	(9,702)	(2,247)	(2,011)	(2,642)	(2,937)	(34,020)
Carnival plc – U.S.
GAAP vs IFRS
differences (c) .......	—	(99)	(12)	31	79	—	(1,102)
Carnival plc – IFRS ....	$ 10,019 $	6,146	$ 1,143	$ 810	$ 1,921	$ 675	$ 16,566
2024
North America (a) .....	$ 16,802 $	10,555	$ 1,952	$ 1,664	$ 2,631	$ 3,943	$ 30,892
Europe ............	7,710	4,734	961	676	1,340	270	15,042
Cruise Support .......	255	156	320	193	(414)	382	2,732
Tour and Other .......	255	193	19	24	18	32	390
Carnival Corporation &
plc – U.S. GAAP ......	25,021	15,638	3,252	2,557	3,574	4,626	49,057
Carnival Corporation –
U.S. GAAP (b) ......	(15,609)	(9,323)	(2,140)	(1,878)	(2,268)	(3,571)	(34,637)
Carnival plc – U.S.
GAAP vs IFRS
differences (c) .......	—	(387)	(12)	79	321	—	(825)
Carnival plc – IFRS ....	$ 9,413 $	5,928	$ 1,100	$ 758	$ 1,627	$ 1,056	$ 13,594

(a)

In 2025, we renamed the North America and Australia segment to the North America segment.

(b)

Carnival Corporation consists primarily of cruise brands that do not form part of the Group; however,

these brands are included in Carnival Corporation & plc and thus represent reconciling items.

(c)

The U.S. GAAP vs IFRS accounting differences substantially all relate to differences in the carrying

value of ships and resulting depreciation expense and lease accounting.

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


	Years Ended November 30,
(in millions)	2025	2024
Germany ................................................	$ 3,298	$ 3,018
United Kingdom ...........................................	2,536	2,254
Australia .................................................	1,042	1,156
Other (a) ................................................	3,142	2,984
	$ 10,019	$ 9,413

(a)

No other individual country’s revenue exceeded 10% for the years ended November 30, 2025 and 2024

Substantially all of our long-lived assets consist of our ships and move between geographic areas. Segment

information relating to liabilities is not reported to or used by the CODM in order to assess performance and

allocate resources to a segment.

NOTE 4 — Other Income and Expense


	Years Ended November 30,
(in millions)	2025	2024
Realized and unrealized foreign currency exchange gains (losses), net .......	$ (352)	$ 140
Other ...................................................	6	1
Other income (expense), net ...................................	$ (346)	$ 142

The fees payable to our Group’s auditor for audit and other services was as follows:


	Years Ended November 30,
(in millions)	2025	2024
Fees payable to the company’s auditor and their associates for the audit of the
company’s annual accounts ..................................	$ 1	$ 1
Fees payable to the company’s auditor and their associates for other services
to the group including the audit of the company’s subsidiaries ..........	1	1
Total audit fees ............................................	$ 3	$ 2

Non-audit service fees paid to the auditors relating to other services was $0.1 million in 2025 and 2024.

NOTE 5 — Taxation


	Years Ended November 30,
(in millions)	2025	2024
Current taxes .............................................	$ (32)	$ (13)
Deferred taxes .............................................	38	17
Income tax benefit, net .......................................	$ 6	$ 4

Deferred income taxes are principally related to (1) differences between the book and tax methods of

calculating depreciation expense in our Holland America Princess Alaska Tours business and other North

America operations and (2) income tax benefit from releasing the valuation allowance against certain deferred

income tax assets for US Federal, Alaska and Italian net operating losses.

The Group had deferred tax assets of $488 million at November 30, 2025 ($366 million at November 30,

2024), related to net operating losses, capital losses, and disallowed interest expense. Principally all of these

deferred tax assets were unrecognized and the majority do not expire.

Carnival plc

Financial Statements

Total income tax benefit (expense) is reconciled to income taxes calculated at the UK standard tax rate as

follows:


	Years Ended November 30,
(in millions)	2025	2024
Income before income taxes ...................................	$ 1,341	$ 1,491
Notional tax expense at UK standard tax rate (25% in 2025 and 2024) ......	(335)	(373)
Effect of Italian and UK tonnage tax .............................	376	372
Impact of different tax rates in foreign tax jurisdictions ................	(16)	7
Other ...................................................	(19)	(3)
	$ 6	$ 4

A summary of our principal taxes and exemptions in the jurisdictions where our significant operations are

located is as follows:

UK Income Tax

Cunard and P&O Cruises are divisions of Carnival plc and have elected to enter the UK tonnage tax regime

under a rolling eight-year term and, accordingly, reapply every year. Companies to which the tonnage tax

regime applies pay corporation taxes on shipping activities 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.

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.

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

normal UK corporation tax.

Italian and German Income Tax

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

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

which the tonnage tax regime applies pay corporation taxes on shipping activities calculated by reference

to the net tonnage of qualifying ships.

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

normal Italian corporation tax.

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

income tax treaty.

U.S. Income Tax

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.

We believe that the U.S. sourced 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.

Other

The Organization for Economic Co-operation and Development (“OECD”) issued Model Rules for

implementation of a 15% minimum tax for multinational enterprises. Subject to certain requirements, the

OECD Model Rules provide an exclusion for international shipping income. Carnival plc and its subsidiaries

became subject to these rules beginning in fiscal 2025 and are eligible for the international shipping income

exclusion. As a result, the application of these rules did not have a material impact on our consolidated

financial statements.

We recognize income tax provisions for uncertain tax positions, based solely on their technical merits, and

the most likely outcome to be sustained upon examination by the relevant tax authority. Based on all known

facts and circumstances and current tax law, we have accrued appropriate amounts for our uncertain

income tax position liabilities and related accrued interest within our consolidated balance sheets, with the

majority relating to the allocation of profits between tonnage tax and non-tonnage tax. All interest expense

related to income tax liabilities is included in income tax expense.

In addition to or in place of income taxes, as defined by IAS 12,

Income Taxes

, virtually all jurisdictions

where our ships call impose taxes, fees and other charges based on guest counts, ship tonnage, passenger

capacity or some other measure, and these taxes, fees and other charges are included in commissions,

transportation and related costs and other operating expenses. We have applied the mandatory temporary

exception from the recognition of deferred taxes arising from implementation of the OECD’s Pillar Two

Model Rules in accordance with IAS 12,

Income Taxes

NOTE 6 — Earnings Per Share


	Years Ended November 30,
(in millions, except per share data)	2025	2024
Net income for basic and diluted earnings per share ...................	$ 1,347	$ 1,495
Weighted-average shares outstanding .............................	188	187
Dilutive effect of equity awards .................................	1	1
Diluted weighted-average shares outstanding .......................	189	188
Basic earnings per share ......................................	$ 7.16	$ 7.97
Diluted earnings per share ....................................	$ 7.12	$ 7.93

NOTE 7 — Cash and Cash Equivalents


	November 30,
(in millions)	2025	2024
Cash ...................................................	$ 181	$ 168
Cash equivalents (a) .........................................	364	229
	$ 545	$ 397

(a)

Comprised of investments in money market funds.

Substantially all material cash balances are held with financial institutions that are investment A grade rated

or better.

NOTE 8 — Trade and Other Receivables


	November 30,
(in millions)	2025	2024
Trade ...................................................	$ 242	$ 210
VAT, income taxes and other ...................................	79	77
	$ 322	$ 287

The ageing of trade receivables was as follows:


	November 30,
(in millions)	2025	2024
Current .................................................	$ 217	$ 176
1 to 30 days ...............................................	6	19
31 days and thereafter .......................................	34	30
	258	225
Allowance for expected credit losses ..............................	(15)	(16)
	$ 242	$ 210

Carnival plc

Financial Statements

NOTE 9 — Inventories


	November 30,
(in millions)	2025	2024
Food, beverages and hotel supplies, net ...........................	$ 125	$ 117
Fuel ....................................................	48	59
Other ...................................................	63	47
	$ 236	$ 223

Substantially all of the expense related to inventories are included within fuel, food and onboard and related

within our Group Statements of Income.

NOTE 10 — Property and Equipment

| | | | |
| --- | --- | --- | --- |
| | | Other | |
| | Ships and | property | |
| | ship | and | |
| (in millions) | improvements | equipment | Total |
| Cost | | | |
| At November 30, 2023

.............................. | $

17,392 | $

1,611 | $

19,003 |
| Exchange movements

............................. | (497) | (27) | (524) |
| Additions

..................................... | 918 | 123 | 1,041 |
| Disposals

..................................... | (1,089) | (75) | (1,164) |
| At November 30, 2024

.............................. | 16,724 | 1,632 | 18,355 |
| Exchange movements

............................. | 1,368 | 68 | 1,436 |
| Additions

..................................... | 2,957 | 138 | 3,095 |
| Disposals

..................................... | (1,281) | (150) | (1,431) |
| At November 30, 2025

.............................. | $

19,768 | $

1,687 | $

21,455 |
| Accumulated depreciation | | | |
| At November 30, 2023

.............................. | $

(6,525) | $

(999) | $

(7,523) |
| Exchange movements

............................. | 182 | 12 | 194 |
| Depreciation

................................... | (522) | (88) | (610) |
| Disposals

..................................... | 370 | 71 | 441 |
| Impairment reversals

............................. | 260 | — | 260 |
| At November 30, 2024

.............................. | (6,234) | (1,004) | (7,238) |
| Exchange movements

............................. | (497) | (43) | (540) |
| Depreciation

................................... | (611) | (88) | (699) |
| Disposals

..................................... | 881 | 99 | 980 |
| At November 30, 2025

.............................. | $

(6,462) | $

(1,035) | $

(7,497) |
| Net book value | | | |
| At November 30, 2024

.............................. | $

10,489 | $

628 | $

11,117 |
| At November 30, 2025

.............................. | $

13,307 | $

651 | $

13,958 |

At November 30, 2025, the cost of assets under construction, which are included in the above table, totalled

$354 million ($218 million at November 30, 2024).

Capitalized interest amounted to $6 million in 2025 ($9 million in 2024). The interest capitalization rate is

based on the weighted-average interest rates applicable to borrowings within the DLC during each period.

During 2025, the average capitalization rate was 5.5% (6.2% in 2024).

Ship Sales

During 2025, we completed the sale of one Europe segment ship, which represents a passenger-capacity

reduction of 2,700 berths. We will continue to operate the ship under a bareboat charter agreement through

September 2026.

Refer to Note 22 — “Related Party Transactions”for details of ship sales to and purchases from Carnival

Corporation.

Valuation of Ships

We review our ships for impairment whenever events or circumstances indicate that the carrying value of a

ship may not be recoverable. In 2025, we had no impairment charges or reversals. In 2024, as a result of our

decision to sunset the P&O Cruises (Australia) brand and sell two ships to Carnival Corporation, we

recognized a full impairment reversal of $260 million.

Ship Accounting