Annual Report
Year Ended November 30, 2024
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 some statements
concerning future results, operations, outlooks, plans, goals, reputation, cash flows, liquidity and other events
which have not yet occurred. These statements are intended to qualify for the safe harbors from liability
provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, as amended. All statements other than statements of historical facts are statements that could be
deemed forward-looking. These statements are based on current expectations, estimates, forecasts and
projections about our business and the industry in which we operate and the beliefs and assumptions of our
management. We have tried, whenever possible, to identify these statements by using words like “will,”
“may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,”
“forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and similar
expressions of future intent or the negative of such terms.
Forward-looking statements include those statements that relate to our outlook and financial position
including, but not limited to, statements regarding:
• Pricing
• Goodwill, ship and trademark fair values
• Booking levels
• Liquidity and credit ratings
• Occupancy
• Investment grade leverage metrics
• Interest, tax and fuel expenses
• Estimates of ship depreciable lives and residual values
• Currency exchange rates
• Adjusted return on invested capital (“ROIC”)
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 climate change- and environmental-related matters). In addition, historical, current,
and forward-looking sustainability- and climate-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
1. Business
...........................................................
2
A. Overview
........................................................
2
I. Summary
.......................................................
2
II. Purpose & Mission, Vision, Values and Priorities
...........................
2
B. Global Cruise Industry
...............................................
4
I. Overview
.......................................................
4
II. Passenger Capacity by Ocean Going Vessels
..............................
4
III. Competition
....................................................
4
C. Our Global Cruise Business
...........................................
5
I. Segment and Brand Information
.......................................
5
II. Ships Under Contract for Construction
.................................
5
III. Descriptions of Cruise Brands
.......................................
6
IV. Trademarks and Other Intellectual Property
..............................
7
V. Passengers Carried and Principal Source Geographic Areas
....................
8
VI. Cruise Programs
.................................................
8
VII. Cruise Pricing and Payment Terms
....................................
8
VIII. Seasonality
...................................................
9
IX. Onboard and Other Revenues
........................................
9
X. Port Destinations and Private Islands
...................................
9
XI. Marketing Activities
..............................................
10
XII. Sales Channels
.................................................
10
XIII. Suppliers
.....................................................
10
XIV. Human Capital Management and Employees
............................
11
XV. Ethics and Compliance
............................................
12
XVI. Insurance
....................................................
12
XVII. Taxation
....................................................
13
XVIII. Governmental Regulations
.......................................
15
XIX. Sustainability and Environmental Impact
..............................
20
D. Website Access to Carnival Corporation & plc SEC Reports
.....................
39
E. Industry and Market Data
............................................
39
F. Cybersecurity
.....................................................
40
G. Properties
........................................................
41
H. Legal Proceedings
..................................................
41
I. Executive Officers and Corporate Governance
...............................
42
J. Dividends
........................................................
43
K. Repurchase Authorizations
............................................
43
2. Business Review
.....................................................
43
3. Internal Control and Risk Assessment
......................................
52
4. Risk Management and/or Mitigation of Principal and Emerging Risks
...............
53
CARNIVAL PLC ANNUAL REPORT
PAGE NO.
5. Going Concern Confirmation and Viability Statement
...........................
63
6. Non-Financial and Sustainability Information Statement
.........................
65
7. Section 172(1) Statement
...............................................
68
Carnival plc Financial Statements for the year ended November 30, 2023
Carnival plc Group Financial Statements
......................................
75
Carnival plc Parent Company Financial Statements
...............................
114
Deloitte LLP Independent Auditor’s Report
....................................
129
DLC Financial Statements and Other Information
DLC Financial Statements
................................................
138
Common Stock and Ordinary Shares
........................................
175
Stock Performance Graphs
................................................
176
Corporate and Other Information
...........................................
177
Proxy
Statement
Page No.
Other Information from the Proxy Statement
Carnival plc Directors’ Report
..............................................
A-1
Carnival plc Directors’ Remuneration Report – Part I
..............................
49
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.
2024 Executive Overview
We had a strong year, setting records and achieving milestones, including:
• Full year revenues hit an all-time high of $25 billion, over 15 percent higher than the prior year
• Seven consecutive quarters of record revenues
• Record full year operating income of $3.6 billion, over 80 percent higher than the prior year
• All-time high cash from operations of almost $6 billion
• Higher ticket prices for 2024 versus 2023 for all of our major cruise lines and onboard spending
levels that accelerated sequentially each quarter throughout the year
• Record booking trends and record year-end customer deposits, indicating a continuation of the
strong momentum we’ve been experiencing for the last two years
We remain laser focused on further reducing interest expense and rebuilding our investment-grade balance
sheet. During 2024, we made debt prepayments of over $3 billion, bringing our total prepayments to over
$7 billion since the beginning of 2023. Additionally, we have reduced our debt balance by over $8 billion
from the peak in January 2023, ending the year with $27.5 billion of debt.
We are delivering long-term value for our shareholders through improved operational execution across our
cruise lines. We ended 2024 with adjusted return on invested capital (“ROIC”) comfortably above our cost of
capital.
We welcomed three new ships during 2024:
Carnival Jubilee
, the third of five Excel class vessels for Carnival
Cruise Line;
Sun Princess
, Princess Cruises’next generation flagship which was just awarded Conde Nast
Traveler’s 2024 Mega Ship of the year in the U.S.; and
Queen Anne
, Cunard’s first new ship in 14 years.
We have also been focusing on each of our cruise lines’unique target markets, launching new marketing
campaigns across all our brands. In 2024, both new-to-cruise and repeat guests were each up double-
digit percentages and we continue to attract new cruise guests as we work to increase awareness and
consideration for cruise travel globally.
We continue to advance our enhanced destination strategy to provide guests with yet another reason to take
a cruise vacation with us. Celebration Key, our new exclusive cruise port destination on Grand Bahama
Island, is scheduled to open in the summer of 2025, with an additional pier opening in the fall of 2026. Its
five portals built for fun will further expand our experience offerings with an abundance of features and
amenities for our guests. Celebration Key will be our largest and closest destination in our portfolio,
saving fuel costs and reducing greenhouse gas emissions. In addition, we recently announced plans to enhance
Half Moon Cay, our highly rated and award-winning exclusive Bahamian destination. The enhancements
will lean further into this destination’s natural beauty and pristine appeal, reinforcing its new name —
RelaxAway, Half Moon Cay. Featuring a newly constructed pier that is expected to be ready in the summer
of 2026, the destination will allow two ships to dock, including Carnival Cruise Line’s largest ships that will be
able to visit for the first time. We believe developing and promoting these unique assets will help us cast the
net wider and capture even more new-to-cruise demand.
During 2024, we also continued making progress towards our sustainability goals. We reduced our greenhouse
gas emission intensity by approximately 17.5 percent compared to 2019, on track to achieve our targeted
reduction of 20 percent by the end of 2026, a goal that was previously pulled forward by four years. We have
also lowered our absolute greenhouse gas emissions by almost 10 percent since 2019, despite capacity
growth of over nine percent over the same period.
We are grateful for the efforts of our hard working and dedicated team who delivered a step change
improvement in 2024 and set us up very well for 2025 and beyond, while consistently delivering unforgettable
happiness to over 13 and a half million people in 2024, by providing them with extraordinary cruise
vacations while honoring the integrity of every ocean we sail, place we visit and life we touch.
Strategic Report
1
1.
Business.
A.
Overview
I.
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 (Australia), P&O Cruises (UK), Princess Cruises
and Seabourn.
During 2024, we announced that we will sunset the P&O Cruises (Australia) brand and fold its Australia
operations into Carnival Cruise Line in March 2025.
II.
Purpose & Mission, Vision, Values and Priorities
Purpose & Mission
To deliver unforgettable happiness to our guests by providing extraordinary cruise vacations, while honoring
the integrity of every ocean we sail, place we visit and life we touch.
Vision
As the global leader in the cruise industry, we will lead the way in innovative and sustainable cruising to
deliver memorable vacations and build borderless connections.
Culture Essentials (our Core Values)
•
Speak Up
— Our voice is our strength. Every one of us, regardless of level or role, speaks up when
we have questions, comments, concerns, or new ideas. If we see something wrong or that does not seem
right, we say something and trust our voices will be heard without fear of retaliation.
•
Respect & Protect
— The health, safety and well-being of our people and the planet are vital. We
choose to take decisive actions to respect and protect every life we touch, the places we sail and the
laws that govern us.
•
Empower
— We and our team members have the time, tools and support we need to do our best
work. We are empowered to take personal ownership and accountability to succeed, and we take pride
in our work.
•
Improve
— Our business is built on forward motion. We have the courage to dream big, driving
innovation and continuous improvement in guest and team member experiences, operations,
compliance, sustainability and beyond.
•
Listen & Learn
— We listen actively and seek to understand before responding, because the more
perspectives we have, the better decisions we make. We value and respect the words and ideas of others,
keeping an open mind, and learning from our successes and failures.
•
Communicate
— We openly share our knowledge, skills and information across brands, functions
and the entire company to further our collective success. Together we champion our purpose &
mission, vision, values and company priorities.
2
Priorities
Ensure each of our world-class brands owns its space in the vacation market by delivering extraordinary
experiences tailored to its guests.
We understand vacation expectations and preferences vary widely among our diverse audience of potential
guests. To fulfill our purpose & mission, and in the process achieve outstanding guest satisfaction levels,
industry-leading demand and improved pricing, each of our brands must carve out a distinct identity for
delivering cruise experiences. Our brands must effectively market their uniqueness to existing and potential
guests and deliver on their promise across the entire guest journey.
Become travel and leisure’s employer of choice.
We celebrate our diverse team of over 160,000 team members representing approximately 150 countries and
are committed to providing a welcoming and inclusive environment where people from different
backgrounds, experiences and walks of life can succeed. We care deeply for our team members and must
always cultivate an atmosphere of openness, respect and trust. We know our team members are at the heart
of inspiring unforgettable happiness, so we strive to be the world’s number-one choice for hospitality,
travel and leisure careers.
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.
Achieving our purpose & mission depends on being good corporate citizens and stewards of the environment.
Safeguarding the planet we call home, our guests, the communities we serve, and our Carnival family, and
complying with the laws and regulations that govern our business, is vital to our success.
Set the pace with the industry’s smartest solutions that deliver on our sustainability roadmap to 2030.
Our earth, ecosystem and environment are vital to our success. Without the incredible communities and
scenic spaces we operate in, our purpose & mission of inspiring unforgettable happiness would be impossible.
We are determined to lead the way in sustainable cruising by promoting positive climate action, contributing
to a circular economy, partnering with the communities we sail to and from and reducing our environmental
footprint. To do this, we are investing in technology upgrades and fleet improvements, piloting alternative fuel
types and optimizing itineraries.
Strengthen our balance sheet and deliver long-term shareholder value.
In recent years, travel and leisure has endured volatility unlike anything seen in modern history, including
unique obstacles that disproportionately affected the cruise industry. With our operations now at full strength
and the continued support of our guests, team members, investors and other stakeholders, we are focused
on our financial fitness. We are determined to drive revenue, operate effectively and efficiently at scale, generate
record levels of cash from operations and invest our capital wisely. We believe this will allow us to responsibly
reduce our debt over time, improve our return on invested capital as well as return to investment-grade
leverage metrics.
Strategic Report
3
B.
Global Cruise Industry
I.
Overview
Cruising offers a broad range of products and services to suit vacationing guests of many ages, backgrounds
and interests. 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 historically includes
cruises that last seven days or less. The premium experience emphasizes quality, comfort, style and more
destination-focused 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) (b)
Calendar Year
Global Cruise
Industry (c)
Carnival
Corporation & plc
2021
..............................................
636,270
253,950
2022
..............................................
663,970
259,060
2023
..............................................
701,110
263,300
2024
..............................................
733,010
269,970
2025
..............................................
777,700
272,380
2026
..............................................
801,450
272,380
2027
..............................................
823,630
277,710
(a)
2025-2027 data is estimated based on announced newbuilds and ship retirements.
(b)
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.
(c)
Global cruise industry data was obtained from Cruise Industry News.
III.
Competition
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 2024 Cruise Industry News statistics, as of December 31, 2024,
we, along with our principal cruise competitors Royal Caribbean Group, Norwegian Cruise Line Holdings,
Ltd. and MSC Cruises, represented approximately 80% of the cruise industry capacity.
4
C.
Our Global Cruise Business
I.
Segment and Brand Information
November 30, 2024
Passenger
Capacity
Percentage of
Total Capacity
Number of
Cruise Ships
North America and Australia (“NAA”) Segment
Carnival Cruise Line
.....................
89,100
(a)
33%
27
Princess Cruises
........................
50,580
19%
16
Holland America Line
....................
22,920
8%
11
P&O Cruises (Australia)
..................
7,230
(a)
3%
3
Seabourn
.............................
2,640
1%
6
172,490
64%
63
Europe Segment
Costa Cruises (“Costa”)
...................
31,140
12%
9
AIDA Cruises (“AIDA”)
..................
32,280
12%
11
P&O Cruises (UK)
......................
24,300
9%
7
Cunard
..............................
9,770
4%
4
97,490
36%
31
269,970
100%
94
(a)
During 2024, we announced that we will sunset the P&O Cruises (Australia) brand and fold its
Australia operations into Carnival Cruise Line in March 2025.
Pacific Encounter
and
Pacific Adventure
will be transferred to Carnival Cruise Line in early 2025 and
Pacific Explorer
is expected to leave the
fleet in February 2025.
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, 2024, we have a total of six cruise ships expected to be delivered through 2033. Our
ship construction contracts are with Fincantieri in Italy and Meyer Werft in Germany.
Expected
Delivery Date
Passenger Capacity
Lower Berth
Carnival Cruise Line
Newbuild
......................................
April 2027
5,330
Newbuild
......................................
March 2028
5,330
Newbuild
......................................
July 2029
6,160
Newbuild
......................................
July 2031
6,160
Newbuild
......................................
June 2033
6,160
Princess Cruises
Star Princess
....................................
September 2025
4,310
Strategic Report
5
III.
Descriptions of Cruise Brands
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.
During 2024, we announced that we will sunset the P&O Cruises (Australia) brand and fold its Australia
operations into Carnival Cruise Line in March 2025.
Pacific Encounter
and
Pacific Adventure
will be
transferred to Carnival Cruise Line in early 2025 and
Pacific Explorer
is expected to leave the fleet in
February 2025.
Princess Cruises is The Love Boat
®
, the brand that introduced the world to the elegance and romance of
modern-day cruising and has delivered dream vacations to millions of guests for nearly 60 years in the most
sought-after destinations. Princess combines extraordinary large ship amenities with elite service
personalization and simplicity to create meaningful connections and unforgettable moments in the most
incredible settings across the globe.
Holland America Line has been exploring the world for over 150 years with expertly crafted itineraries,
extraordinary service and genuine connections to destinations. Holland America Line visits over 100 countries
around the world and has shared the thrill of Alaska with guests for more than 75 years with its ideal mid-
sized ships. Guests enjoy extraordinary entertainment at sea and dining venues featuring exclusive dishes by
world-famous chefs.
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”in an environment that fosters
building meaningful connections with fellow travelers, crew members and the communities they visit.
Seabourn’s fleet includes two purpose-built ultra-luxury expedition ships offering amenities such as
submarines, Zodiacs
®
and kayaks.
6
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.
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 inspires guests with excellent service and a
variety of extraordinary experiences. The smile on the bow of the ships represents the unique AIDA attitude
on life — relaxed, friendly, colorful, cosmopolitan and uncomplicated.
P&O Cruises (UK) is Britain’s largest cruise line and its heritage can be traced back over 185 years. P&O
Cruises (UK) welcomes guests to extraordinary travel experiences designed in a distinctively British
way — through a blend of discovery, relaxation and exceptional service catered towards British tastes. P&O
Cruises (UK)’s fleet of premium ships deliver authentic travel experiences around the globe, combining
style, quality and innovation with a sense of occasion and attention to detail, to create a truly memorable
holiday.
For nearly 185 years, the iconic Cunard fleet has perfected the timeless art of luxury ocean travel. Cunard’s
distinct voyages are meticulously crafted to offer fine dining and bars, unique entertainment, and the famous
White Star Service
®
, comfort and style. A pioneer in transatlantic journeys and World Voyages, its
destinations also include Europe, the Caribbean and Alaska.
IV.
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, 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.
Strategic Report
7
V.
Passengers Carried by Principal Source Geographic Areas
Carnival Corporation & plc
Passengers Carried
Brands’ Main Source Markets
(in thousands)
2024
2023
2022
United States and Canada
..
7,938
7,410
5,140
Carnival Cruise Line, Cunard,
Holland America Line, Princess Cruises and
Seabourn
Continental Europe
.......
2,702
2,590
1,610
AIDA and Costa
United Kingdom
.........
1,087
970
660
Cunard and P&O Cruises (UK)
Australia and New Zealand . .
1,027
940
230
Carnival Cruise Line, P&O Cruises
(Australia) and Princess Cruises
Other
.................
754
550
90
Total
.................
13,509
12,460
7,730
Data for 2022 is not representative of a full year of operations.
VI.
Cruise Programs
Carnival Corporation & plc
Percentage of Passenger Capacity by Itinerary
2025
2024
2023
Caribbean
..............................
34%
34%
31%
Europe without Mediterranean
...............
16
17
17
Mediterranean
...........................
14
13
15
Alaska
................................
6
6
7
Australia and New Zealand
..................
6
7
7
Other
.................................
24
23
24
100%
100%
100%
VII.
Cruise Pricing and Payment Terms
Each of our cruise brands establishes pricing for the upcoming seasons which are made available primarily
through the internet, although published materials and electronic communications are also used. Prices vary
depending on a number of factors, including the source market, category of guest accommodation, ship,
season, duration and itinerary. We offer a variety of special 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 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 amenities such as swimming pools, water slides, water parks, whirlpools, a health club, and
sun decks
• Childcare and supervised youth programs
• Entertainment, such as theatrical and comedy shows, live music and nightclubs
• Visits to multiple destinations
We offer value added packages to induce ticket sales to guests and groups and to encourage the advance
purchase of certain onboard items. These packages are bundled with cruise tickets and sold to guests for a
single price rather than as a separate package and may include one or more of the following:
8
• Beverage packages
• Internet packages
• Shore excursions
• Photo packages
• Air 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
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.
In 2024, we earned 34% of our cruise revenues from onboard and other revenue goods and services including:
• Beverage sales
• Internet and communication services
• Casino gaming
• Full-service spas
• Shore excursions
• Specialty restaurants
• Retail sales
• Art sales
• Photo sales
• Laundry and dry-cleaning services
X.
Port Destinations and Exclusive Islands
We operate a portfolio of port destinations and exclusive islands enabling us to offer exceptional experiences
to 6.5 million guests by creating a wide variety of high-quality destinations that are uniquely tailored to
our guests’preferences. In addition, to secure preferential berth access to third-party ports, we enter into
berthing agreements and commitments.
We recently announced plans to enhance Half Moon Cay, our highly rated and award-winning exclusive
Bahamian destination. The enhancements will lean further into this destination’s natural beauty and pristine
appeal, reinforcing its new name — RelaxAway, Half Moon Cay. Featuring a newly constructed pier that is
expected to open in the summer of 2026, the destination will allow two ships to dock, including Carnival
Cruise Line’s largest ships that will be able to visit for the first time.
During 2024, we continued construction on our new exclusive cruise port destination, Celebration Key,
which is expected to open in the summer of 2025, with an additional pier opening in the fall of 2026.
Celebration Key, located on the south side of Grand Bahama Island, will welcome guests to a stunning beach
and further expands our experience offerings with an abundance of features and amenities for our guests.
Once the additional pier is completed, Celebration Key will be able to accommodate up to four of our cruise
ships simultaneously. Additionally, our investment in Celebration Key will support our efforts to design
more energy efficient itineraries based on its location and will be a strategic addition to our current portfolio
of six owned or operated ports and destinations:
• Puerta Maya in Cozumel, Mexico
• Grand Turk Cruise Center in Turks & Caicos
• Mahogany Bay in Isla Roatan, Honduras
• Amber Cove in the Dominican Republic
• RelaxAway, Half Moon Cay, an exclusive island in The Bahamas
• Princess Cays, an exclusive island in The Bahamas
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9
XI.
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 2024, we increased our marketing and advertising programs, driving even greater demand across
our portfolio of world-class cruise lines. Each of our cruise lines is focused on creating further brand
differentiation and clarity around its unique value proposition, executing on a range of carefully targeted,
results-driven marketing and advertising programs to reach its optimal market segment of new and loyal
guests and travel agent partners. 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 and onboard products and services.
In addition, substantially all of our cruise brands offer guest loyalty and recognition programs that motivate
future purchases from our repeat guests. 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.
XII.
Sales Channels
We sell our cruises through travel agents, tour operators, company vacation planners, our websites 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 2024, 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 2024, we held a variety of trainings and educational
programs to continue to support and develop our travel agent partners, including ship visits to familiarize
our travel agent partners with our products and services.
All of our brands have internet booking engines to allow travel agents to book our cruises. 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.
XIII.
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 our supply chains and
evaluate risks, including the categories of products and services sourced and their geographic locations.
10
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 have also established a Responsible and Sustainable Sourcing Policy (“RSSP”)
that builds on existing policies, such as our Business Partner Code of Conduct, and our human rights and
environmental policies. RSSP establishes a framework that helps us monitor compliance with our standards
and helps our business partners, including suppliers, meet our requirements for compliance and progress
towards industry best practices. It is designed to ensure that our sourcing practices align with our values of
social responsibility and environmental stewardship. RSSP addresses labor, environmental, business ethics,
management systems and health and safety risks. It also covers sustainability priorities such as sustainable
food ingredients, animal welfare and sustainable shore excursions.
In recent years, global supply markets and supply chains have been impacted by certain global events and
increased inflation, impacting our operations and profitability. While we have experienced stabilization in
supply markets and easing of inflation, we continue to apply a number of different strategies to mitigate the
impact of these challenges on our operations, including extending our demand planning, placing purchase
orders earlier to secure supply, leveraging our enterprise scale through corporate-wide agreements, utilizing
short-term or long-term contracts as needed, seeking alternative sources, utilizing substitute products and
leveraging our supplier relationships.
XIV.
Human Capital Management and Employees
Our shipboard and shoreside employees are sourced from approximately 150 countries. In 2024, we had an
average of 100,000 employees onboard our ships, excluding employees on leave. Our shoreside operations had
an annual average of 12,000 full-time and 3,000 part-time/seasonal employees. 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 52% and 22%, respectively. We consider our employee
and union relationships to be strong.
A team of highly motivated and engaged employees is key to providing extraordinary cruise vacations. To
facilitate the recruitment, development and retention of our valuable employees, we strive to make Carnival
Corporation & plc a diverse, inclusive and safe workplace, with opportunities for our employees to grow
and develop in their careers.
a.
Talent Development
We believe in investing in our team members through the training and development of both shoreside and
shipboard team members. We facilitate trainings to ensure that our teams are well-prepared to carry out their
individual and collective responsibilities. For our shipboard team members, our goal is to be a leader in
delivering high quality professional maritime training, as evidenced by the Arison Maritime Center. The
Center is home to the Center for Simulator Maritime Training (“CSMART”). The leading-edge CSMART
Academy features the most advanced bridge and engine room simulator technology and equipment available,
with the capacity to provide annual professional training for all our bridge, engineering and environmental
officers. CSMART participants receive a maritime training experience that fosters advanced knowledge and
skills development, critical thinking and problem solving; all in a professional learning environment where
our corporate culture is reinforced. CSMART also offers training related to liquefied natural gas (“LNG”)
technology as well as an environmental officer training program and additional environmental courses for
bridge and engineering officers to further enhance our training on environmental awareness and protection.
b.
Succession Planning
Our Boards of Directors believe that planning for succession is an important function. Our multi-brand
structure enhances our succession planning process. We continually strive to foster the professional
development of management and team members. As a result, we have developed a very experienced and
strong group of leaders, with their performance subject to ongoing monitoring and evaluation, as potential
successors to our senior management, including our Chief Executive Officer (“CEO”).
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c.
Gender Diversity
Approximate Average for 2024 (a)
Female
Male
Shoreside Employees
...................................
9,000
6,000
Shipboard Employees
..................................
19,000
81,000
Total Employees
......................................
28,000
87,000
As of November 30, 2024
Female
Male
Boards of Directors (b)
......................................
5
6
Non-Director Senior Management and Company Secretary
.............
5
9
Non-Director Senior Management and Company Secretary Direct Reports . .
37
59
(a)
These amounts are approximations and at times, fluctuate significantly; for example, Holland America
Princess Alaska Tours significantly increases its work force during the late spring and summer months
in connection with Alaska’s cruise season.
(b)
One member of the Boards of Directors preferred not to disclose.
XV.
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 compliance risk
• Ensure compliance accountabilities and responsibilities are clear across the company
• Promote a strong culture of ethics and compliance
• Drive ethics and compliance continuous improvements
To further heighten the focus on ethics and compliance, our Boards of Directors have Compliance
Committees, which oversee the Global E&C department and maintain regular communications with our
Chief Risk and Compliance Officer. Refer to Item 3. Internal Control and Risk Assessment on page 52 for
additional details.
XVI.
Insurance
a.
General
We maintain insurance to cover a number of risks associated with owning and operating our vessels and
other non-ship related risks. All such insurance policies are subject to coverage limits, exclusions and deductible
levels. Insurance premiums are dependent on our own loss experience and the general premium requirements
of our insurers. 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.
b.
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.
12
c.
Hull and Machinery Insurance
We maintain insurance on the hull and machinery of each of our ships for reasonable amounts as determined
by management. The coverage for hull and machinery is provided by large and well-established international
marine insurers. Insurers make it a condition for insurance coverage that a ship be certified as “in class”
by a classification society that is a member of the International Association of Classification Societies
(“IACS”). All of our ships are routinely inspected and certified to be in class by an IACS member.
d.
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
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.
e.
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:
a.
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.
1.
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, 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 (“IRS”) 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. source, does not qualify for the Section 883 exemption.
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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.
2.
Exemption Under Applicable Income Tax Treaties
We believe that the U.S. source transportation income earned by Carnival plc and its subsidiaries qualifies
for exemption from U.S. federal income tax under applicable bilateral U.S. income tax treaties.
3.
U.S. 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.
b.
UK and Australian Income Tax
Cunard, P&O Cruises (UK) and P&O Cruises (Australia) are divisions of Carnival plc and have elected to
enter the UK tonnage tax regime under a rolling ten-year term and, accordingly, reapply every year.
Companies to which the tonnage tax regime applies pay corporation taxes on profits calculated by reference
to the net tonnage of qualifying ships. UK corporation tax is not chargeable under the normal UK tax
rules on these brands’ relevant shipping income. Relevant shipping income includes income from the
operation of qualifying ships and from shipping related activities.
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.
P&O Cruises (Australia) and all of the other cruise ships operated internationally by Carnival plc for the
cruise segment of the Australian vacation region are exempt from Australian corporation tax by virtue of the
UK/Australian income tax treaty.
c.
Italian and German Income Tax
In December 2024, the European Commission formally approved the Italian tonnage tax rules for 10 years.
In 2025, Costa and AIDA will elect to remain in the Italian tonnage tax regime through 2034. Companies to
which the tonnage tax regime applies pay corporation taxes on shipping profits calculated by reference to
the net tonnage of qualifying ships.
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.
d.
Global Minimum Tax
The Organization for Economic Co-operation and Development (“OECD”) issued Model Rules for
implementation of a 15% minimum tax for multinational enterprises as part of its initiative intended to
address the tax challenges arising from globalization. Subject to certain requirements, the OECD Model Rules
provide an exclusion for international shipping income.
The implementation of these rules will affect Carnival plc and its subsidiaries beginning in fiscal 2025 and
Carnival Corporation and certain of its subsidiaries beginning in fiscal 2026. We expect Carnival plc and its
subsidiaries will be eligible for the international shipping income exclusion based on their current structure.
Carnival Corporation and certain of its subsidiaries intend to align into a single tax jurisdiction where the
international shipping income for its North American brands is also expected to qualify for this exemption.
As a result, we do not believe the application of these rules will have a material impact on our consolidated
financial statements.
14
e.
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 Regulations
a.
Maritime Regulations
1.
General
Our ships are regulated by numerous international, national, state and local laws, regulations, treaties and
other legal requirements, as well as voluntary agreements, which govern health, environmental, safety and
security matters in relation to our guests, crew and ships. 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.
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 the European Union (“EU”), 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 the 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 six independent directors as of November 30, 2024. 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, and research and
development. In addition, we have a Chief Risk and Compliance Officer who leads the effort to promote
and monitor a strong ethics and compliance culture throughout the company, including all areas of HESS.
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To help ensure that we are compliant with legal and regulatory requirements and that these areas of our
business operate in an efficient and effective manner, we have taken certain actions including, but not limited
to:
• Providing regular health, environmental, safety and security support, training, guidance and
information to guests, team members and others working on our behalf
• Performing regular shoreside and shipboard audits and taking appropriate action when deficiencies
are identified
• Developing, reviewing, and working to improve policies and procedures designed to prevent, detect,
respond and correct various regulatory and other violations
• Supporting a comprehensive HESS incident investigation program that is designed to prevent re-
occurrence, promote learning, and support continuous improvement
2.
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
All of our crew undergo regular safety training that meets or exceeds all international maritime regulations,
including SOLAS requirements, which are periodically revised. Additionally, we have implemented and
continue to develop policies and procedures that we believe enhance our commitment to the safety of our
guests and crew.
SOLAS requires implementation of the International Safety Management Code (“ISM Code”), which
provides an international standard for the safe management and operation of ships and for pollution
prevention. The ISM Code is mandatory for passenger vessel operators. Under the ISM Code, vessel operators
are required to:
• Develop and implement a Safety Management System (“SMS”) that includes, among other things,
the adoption of safety and environmental protection policies setting forth instructions and procedures
for operating vessels safely and describing procedures for responding to emergencies and protecting
the environment. In addition, our SMS includes health and security procedures
• Obtain a Document of Compliance (“DOC”) for the vessel operator, as well as a Safety Management
Certificate (“SMC”) for each vessel they operate. These documents are issued by the vessel’s Flag
State and evidence compliance with the ISM Code and the SMS
• Verify or renew DOCs and SMCs periodically in accordance with the ISM Code
All our ships are regularly audited by our various national authorities, and we are required to maintain the
relevant certificates of compliance with the ISM Code.
3.
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
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4.
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 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.
i.
International Regulations
The principal international convention governing marine pollution prevention and response is MARPOL.
a.
Preventing and Minimizing Pollution
MARPOL includes six annexes, four of which are applicable to our cruise ships, containing 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.
Certain jurisdictions have not adopted all of these MARPOL annexes but have established various national,
regional or local laws and regulations that apply to these areas.
MARPOL requires that discharges of machinery space bilge water pass through pollution prevention
equipment that separates oil from the water and monitors the discharged water to ensure that the effluent
does not exceed 15 parts per million oil content. Our ships have oily water separators with oil content monitors
installed and maintain a record of certain engine room operations in an Oil Record Book. In addition, we
have voluntarily installed redundant systems on all our ships that monitor processed bilge water a second time
prior to discharge to help ensure that it contains no more than 15 parts per million oil content. This
system also provides additional controls to prevent improper bilge water discharges. MARPOL also requires
that our ships have Shipboard Oil Pollution Emergency Plans.
Furthermore, MARPOL addresses air emissions from vessels, establishes requirements for the prevention of
air pollution from ships to reduce emissions of sulfur oxides (“SOx”), nitrogen oxides (“NOx”), particulate
matter and greenhouse gases (“GHG”) emissions. It also contains restrictions on the use of ozone depleting
substances (“ODS”) and requires the recording of ODS use, equipment containing ODS and the emission
of ODS.
b.
Sulfur Emissions
The IMO adopted a global 0.5% sulfur cap for marine fuel which began in January 2020. The EU Parliament
and Council also adopted 0.5% sulfur content fuel requirement (the “EU Sulfur Directive”). The options
to comply with both the global 0.5% sulfur cap and the EU Sulfur Directive include the installation and use
of Advanced Air Quality Systems, or the use of low sulfur or alternative fuels.
MARPOL addresses air emissions from both auxiliary and main propulsion diesel engines on ships and
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 partially mitigating the
financial impact from the ECAs and global sulfur requirements. We use Advanced Air Quality Systems
wherever possible subject to local laws and regulations. Additionally, Advanced Air Quality Systems used with
heavy fuel oil (“HFO”) result in as good or better SOx, NOx and particulate emissions compared to
marine gasoil (“MGO”).
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c.
Greenhouse Gas Emissions
The IMO has established technical and operational measures for all ships that are intended to improve
energy efficiency and reduce GHG emissions from international shipping. The technical measures apply to
the design of new vessels and the operational measures apply to all vessels.
The IMO mandates a data collection system (“DCS”) for reporting fuel oil consumption. The DCS requires
ships of 5,000 gross tons and above to provide fuel consumption data to their respective Flag State at the
end of each calendar year. Flag States validate the data and transfer it to a database and the IMO produces
a summary annual report. In January 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
2
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
2
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
2
emissions intensity by 2030 compared to 2008. The
IMO Strategy includes a range of measures planned for implementation in 2027, including fuel standards
and market-based measures that could result in changes to itineraries or increased compliance related costs
for which the impact is uncertain and may individually and collectively have a material impact on our
profitability.
d.
Ballast Water
Ballast water is water used to stabilize ships at sea and maintain safe operating conditions throughout a
voyage. Ballast water can carry a multitude of marine species. The IMO’s Ballast Water Management
Convention governs the discharge of ballast water from ships and requires the installation of ballast water
management systems for existing ships. The convention also sets forth requirements for ballast water exchange,
record keeping, and maintaining an approved Ballast Water Management Plan. The Convention is designed
to regulate the treatment of ballast water prior to discharging overboard in order to avoid the transfer of
marine species to new environments, as well as establishing other ballast water management practices for
monitoring and environmental protection.
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. The major requirements
include demonstrating financial responsibility up to the liability limits set by OPA 90 and having oil spill
response plans in place. We have Certificates of Financial Responsibility (“COFR”) that demonstrate our
ability to meet the liability limits of OPA 90 and covers releases of hazardous materials. It is possible, however,
for our liability limits to be broken, which could expose us to unlimited liability. As OPA 90 expressly
allows coastal states to impose liabilities and requirements beyond those imposed under federal law, many
U.S. states have enacted laws more stringent than OPA 90. 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, similar to OPA 90.
The Clean Water Act (“CWA”) provides the U.S. Environmental Protection Agency (“EPA”) with 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 U.S.
three-mile territorial sea and inland waters. Pursuant to the CWA authority, the U.S. National Pollutant
Discharge Elimination System was designed to minimize pollution within U.S. territorial waters. For our
affected ships, the incidental discharge requirements are set forth in EPA’s Vessel General Permit (“VGP”) for
discharges incidental to the normal operations of vessels. The VGP establishes effluent limits for specific
discharges incidental to the normal operation of a vessel, many of which apply to our cruise ships. In addition
to the requirements associated with these discharges and more stringent vessel-specific requirements, the
VGP includes requirements for inspections, monitoring, reporting and record-keeping.
18
The National Invasive Species Act (“NISA”) gives the U.S. Coast Guard (“USCG”) the authority to
establish U.S. ballast water management requirements to prevent the spread of invasive species. Pursuant to
NISA, the USCG issued ballast water regulations which include requirements for ballast water management
(including type-approved ballast water management systems), monitoring, record-keeping and reporting.
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 USCG ballast water
regulations. In October 2024, the EPA published the final rule on the VIDA National Standards of
Performance. The VIDA requires the USCG to develop corresponding implementation, compliance and
enforcement regulations within two years. 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.
The National Marine Sanctuaries Act provides the National Oceanic and Atmospheric Association with the
authority to identify, designate and protect marine areas with special national significance. There are
currently 17 National Marine Sanctuaries and two 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 and EU Member State Regulations
The EU has adopted a broad range of substantial environmental measures aimed at improving the quality
of the environment. To support the implementation and enforcement of European environmental legislation,
the EU has adopted 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, as discussed above via their own Sulfur
Directive.
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 is included in the scope of ETS effective
January 2024 and requires ships to procure emission allowances covering 40% of their 2024 emissions
inside EU waters to be surrendered in 2025, 70% of 2025 emissions to be surrendered in 2026 and 100% of
annual emissions thereafter, to be surrendered in the following year. The 2024 cost of the ETS regulations was
$46 million.
The FuelEU Maritime regulation, which became effective in January 2025, is a long-term 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 regulation also includes requirements
for ships to connect to shore power when at EU ports. We estimate the 2025 impact of complying with the
FuelEU Maritime regulation to be approximately $10 to $15 million.
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
Strategic Report
19
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.
Norway has and is considering additional regulations that supersede IMO requirements for certain air
emissions from vessels. For example, all ships operating in the Norwegian World Heritage Fjords (“WHF”)
must meet IMO Tier III NOx requirements by January 1, 2025. Additionally, Norway has proposed that
large ships operating in the WHF may not emit any GHG starting in 2032. Norway is also currently
considering a carbon tax on fuel bunkered by international shipping in Norway.
The exact impact of the Fit for 55 and the Norwegian WHF regulations are uncertain as elements of the
proposals have not yet been finalized and enacted and will depend on future deployments.
5.
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 (“CDC”) 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.
6.
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.
b.
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.
In addition, the UK plans to include domestic shipping under its national ETS beginning in January 2026.
To date, they have proposed that the domestic legs and port calls of ships engaged in international voyages will
be included, consultations with stakeholders is ongoing.
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
We strive to be a desirable workplace and a model global corporate citizen. Our efforts to ensure the safety
and well-being of our guests and crew, protect the environment, create opportunities for our workforce, build
strong stakeholder relationships and support the communities we operate in and visit, reflect our core
values and are key to our success.
20
In 2021, we established goals for 2030 which incorporate six focus areas listed below that align with
elements of the United Nation’s Sustainable Development Goals and build on the momentum of our
successful achievement of our 2020 sustainability goals. Since then, we have achieved several goals ahead of
schedule, accelerated the timeline of others and established intermediate goals. During 2024, we conducted
a comprehensive review of our 2030 sustainability goals to align with our ongoing vision and progress. This
review included revising existing goals, setting new targets, and retiring goals that have already been
achieved. The enhancement of our sustainability road map reflects our adaptive approach to addressing
evolving environmental and social challenges, both globally and within the cruise industry.
•
Climate Action
•
Circular Economy
•
Good Health and Well-Being
•
Sustainable Tourism
•
Biodiversity and Conservation
•
Inclusion and Belonging
Sustainability Goals Progress
The tables below represent our progress through November 30, 2024 in each of our six focus areas and
associated goals:
2030 Climate Action Goals
Status (a)
Our Progress
Achieve 20% GHG intensity reduction
relative to our 2019 baseline measured in
both grams of CO
2
e per ALB-km and
kilograms of CO
2
e per ALBD by 2026
On Track
• Achieved 17% GHG intensity reduction
on an ALB-km basis relative to 2019 and
38% relative to 2008
• Achieved 17% GHG intensity reduction
on an ALBD basis relative to 2019 and
41% 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
(Previous goal: Increase fleet shore power
connection capability to 60% of the fleet)
Goal revised
in 2024 −
On Track
70% of the fleet has shore power connection
capability in 2024, up from 64% in 2023 and
57% in 2022
Expand number of LNG ships to >25%
fleet capacity beyond 2030 to 2033
(Previous goal: Expand our LNG program)
Goal revised
in 2024 −
On Track
Ten LNG ships in operation, representing
nearly 20% of fleet capacity in 2024, and six
more on order through 2033
Expand battery, fuel cell and biofuel
capabilities
Ongoing
Successfully continued to pilot the use of
biofuels as a replacement for fossil fuel on
four ships in 2024, one ship in 2023 and two
ships in 2022
Continue to measure Scope 3 emissions
(Previous goal: Reduce Scope 3 (indirect)
emissions associated with food procurement
and waste management)
Revised
goal
in 2024 –
Ongoing
We continue to measure our Scope 3
emissions
Strategic Report
21
2030 Circular Economy Goals
Status (a)
Our Progress
Achieved 50% single-use plastic item
reduction in 2021 and will continue to
reduce and/or eliminate single-use plastic
items within our operations by 2030
(Previous goal: Achieve 50% single-use
plastic item reduction in 2021)
Revised goal
in 2024 –
Ongoing
Continued to reduce the purchase of
single-use plastic items across the fleet, with
a focus on shifting to reusable items
Achieved 30% food waste reduction per
person in 2022 and established an interim
goal to achieve 40% by 2025 and 50% by
2030
On Track
Surpassed 2025 interim goal one year ahead
of schedule and achieved a 44% food waste
reduction in 2024 relative to our 2019
baseline
Increase Advanced Waste Water Treatment
System fleet coverage to >80% by 2030
(Previous goal: Increase Advanced Waste
Water Treatment System fleet coverage to
>75% by 2030)
Revised goal
in 2024 – On
Track
Achieved 74% fleet capacity coverage with
73% of ships in 2024
Improve water use efficiency by
increasing percentage of water produced by
seawater to 90% by 2030
New goal in
2024 – On
Track
Achieved 88% water produced from
seawater in 2024
Maintain water use rate at <70% of the
U.S. national average of 82 gallons per
person per day (As per the U.S. EPA)
New goal in
2024 – On
Track
Achieved a water use rate of 51 gallons per
person per day, which is 62% of the U.S.
national average of 82 gallons per person
per day
2030 Good Health and Well-Being Goals
Status (a)
Our Progress
Listen closely to employee feedback and
measure participation on employee culture
survey by achieving a >75% participation
rate on an annual basis
(Previous goal: Establish measurable
Company Culture metrics and set annual
improvement targets)
Revised
goal in
2024 – On
Track
Achieved a 77% employee participation rate
on the annual culture survey
Become employer of choice by striving to
maintain or exceed an annual employee NPS
of ‘Great’ or higher, in accordance with
workplace survey standards
New goal in
2024 – On
Track
Achieved an employee NPS of ‘Great’ on
the annual culture survey
Enhance mental health/fitness offerings
across shipboard and shoreside
New goal in
2024 –
Ongoing
• Continued to promote and implement
mental health initiatives including
awareness, training, and supporting
resources
• Access to onboard internet to support
shipboard employees’ connections with
home and loved ones
Reduce the number of guest and crew
work-related injuries
Ongoing
Continued to implement and monitor
impact of initiatives to prevent guest and
crew injuries
22
2030 Sustainable Tourism Goals
Status (a)
Our Progress
Animal Welfare – responsible sourcing
• Achieve 100% cage free eggs by the end of
2025
• Achieve 100% responsible chicken
sourcing by the end of 2025
• Achieve 100% gestation crate-free pork by
the end of 2025
On Track
for eggs
Lagging for
chicken and
pork
• We exceeded our fiscal year 2024 interim
cage-free egg target by 10 percentage
points, sourcing 80% cage-free eggs to our
ships fleetwide, up from 55% in fiscal year
2023
• In fiscal year 2024, 62% of pork and 39%
of chicken sourced to our ships met our
responsible sourcing criteria.
• For Pork, we increased responsibly
sourced pork year over year by
22 percentage points, missing our fiscal
year 2024 interim goal of 70%
• For chicken, we increased responsible
sourced chicken year over year by
5 percentage points despite limited
supply availability in key regions,
missing our fiscal year 2024 interim
goal of 60%
Continue to support disaster resilience,
relief, and recovery efforts
Ongoing
• Supported and coordinated disaster relief
efforts after hurricanes Helene and Milton
impacted communities across the
southeastern United States by donating
over $2 million in partnership with other
organizations to Direct Relief, World
Central Kitchen, and the Gary Sinise
Foundation
• Provided in-kind donations to the
Quintana Roo community in Mexico
impacted by torrential rains & flooding in
the aftermath of Hurricane Beryl
• Supported the Alaska community
impacted by the Mendenhall Glacier dam
flooding in Juneau
• Supported disaster relief efforts on
Japan’s Noto Peninsula after it was
impacted by an earthquake
• Supported and coordinated disaster relief
efforts on the South Pacific Island of
Vanuatu after it was impacted by a
devastating earthquake in December 2024
Build stronger community relationships in
our employment bases and destinations via
employee volunteering programs
Ongoing
Our employees participated in a variety of
volunteering programs, contributing over
3,000 hours and involving over 1,000
employees
Continuing to support the communities we
visit through our donation programs for
food surplus and ship in-kind donations
New goal in
2024 –
Ongoing
• Added two additional ports to our food
surplus donation program and donated
over 20,000 meals
• Our ships continued their in-kind
donation program, contributing over
70,000 assorted items to local
communities
Strategic Report
23
2030 Biodiversity and Conservation Goals
Status (a)
Our Progress
Support biodiversity and conservation
initiatives through select NGO partnerships
Ongoing
Continued to engage with several NGOs on
potential partnership opportunities
Conduct audits and monitor animal
encounter excursions regularly
Ongoing
Continued audit and monitoring program
Continue to support reforestation efforts at
the ports we own and operate by planting
trees annually
New goal in
2024 –
Ongoing
• Planted 5,000 locally grown palm trees in
Celebration Key – Grand Bahamas
• Planted 373 mahogany trees seedings in
Mahogany Bay – Roatan, Honduras
Continue to support community beach
cleanups globally
New goal in
2024 –
Ongoing
Participated in 48 cleanups globally across
17 countries in 2024
2030 Inclusion and Belonging Goals
Status (a)
Our Progress
Expand shipboard and shoreside inclusion
and belonging
Ongoing
• Our company was recognized with several
top employer awards more broadly for
advancing inclusion and belonging in the
workplace
• Earned a perfect score of 100 from the
Human Rights Campaign’s Corporate
Equality Index and designation as one of
the Best Places to Work for LGBTQ+
equality for the seventh consecutive year
• Continued to track and report shipboard
and shoreside gender distribution across
various ranks
Continue to invest in programs focused on
increasing female shipboard representation
across all ranks and departments for women
officers seeking a career at sea where they
can grow and excel
New goal in
2024 –
Ongoing
• Our Women Officer Network (WON)
program received the Seatrade Cruise
Award for Investment in People
• Added a formal mentoring program to
our WON, which resulted in a group of 62
pairs of mentors and mentees
(a)
On Track — Quantifiable/numerical goals that are showing a positive trend towards achieving the goal.
Ongoing — Qualitative/non-numerical goals which are currently in progress.
Lagging — Quantifiable/numerical goals that are showing a slower progress towards achieving the
goal.
We have developed a four-part strategy to help us achieve our climate action goals as follows:
• Fleet optimization: delivering larger, more efficient ships as part of our ongoing newbuild program,
some of which may replace existing ships in our fleet
• Energy efficiency: continuing to improve our existing fleet’s energy efficiency through investment in
projects such as service power packages (or power saver packs), air lubrication systems and expanding
shore power capabilities to leverage renewable energy sources while in port, where available
• Itinerary efficiency: designing more energy-efficient itineraries, focusing on operational execution
and investing in port and destination projects in strategic locations
• New technologies and alternative fuels: investing in a first-of-its-kind lithium-ion battery storage
system and assessing carbon capture and storage. We also support alternative fuels including biofuels
such as bio-methane and bio-methanol, as well as synthetic or e-fuels such as e-methane and
e-methanol, which we are assessing as future low GHG emission fuel options for our ships
Refer to Note 2 — “Material Accounting Policies”for additional information on how climate change has
been considered in our financial statements.
24
We are working to further reduce our absolute GHG emissions. We reduced our absolute GHG emissions
from ship fuel by approximately 11% as compared to our peak year of 2011 despite capacity growth of nearly
37% over the same period. Additionally, we are pursuing our aspiration of net zero emissions by 2050,
aligned with the revised 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 6 ships. The certified biofuels used offer
environmental benefits compared to using fossil fuels alone through their lifecycle GHG reductions. These
biofuels can be used in existing ship engines without modifications to the engine or fuel infrastructure,
including on ships already in service. 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, our defined goals and targets are set based on feasible,
achievable, and available pathways.
We continue to implement Service Power Packages (or Power Saver Packs), a comprehensive set of technology
upgrades, which will be completed over the next several years across a portion of the fleet. These upgrades
include the following elements designed to reduce both fuel usage and GHG emissions while also contributing
to cost savings:
• Comprehensive upgrades to each ship’s hotel HVAC (heating, ventilation, and air conditioning)
systems
• LED lighting systems
• Remote monitoring and optimization of energy usage and performance
Service Power Package (or Power Saver Packs) upgrades are the main part of our ongoing energy efficiency
investment program and are expected to further improve energy savings and reduce fuel consumption.
Upon completion, these upgrades are expected to deliver approximately 5% fuel savings per ship.
We have ten Air Lubrication Systems (“ALS”) operating in our fleet as of November 30, 2024 and have
additional installations in progress and planned for the future. ALS cushions the flat bottom of a ship’s hull
with air bubbles, which reduces the ship’s frictional resistance and the propulsive power required to drive
the ship through the water and generate approximately 5% savings in fuel consumption for propulsion and
reductions in GHG emissions on ALS equipped ships when operating in a specific speed range.
We have ten LNG powered cruise ships in operation as of November 30, 2024, which represent nearly 20%
of our fleet capacity and six more that are expected to join the fleet through 2033.
While LNG is a fossil fuel and generates GHG emissions, its direct CO
2
emissions are lower than those of
conventional fuels. It emits virtually zero sulfur oxides (only the sulfur in the pilot fuel is present), reduces
nitrogen oxides by 85% and cuts particulate matter by 95%-100%. The types of engines that we use experience
small amounts of methane slip (un-combusted methane passing through the engine). There are varying
views on measuring LNG’s environmental impact and our disclosures report our emissions, including
methane slip, as part of our total GHG emissions (reported as CO
2
e) using the scientifically accepted 100-
year global warming potential (“GWP”) time frame and are measured on a tank-to-wake basis.
We are part of the Methane Abatement in Maritime Innovation Initiative, partnering with other major
maritime players to find solutions for this challenge, including evaluating options to remove unburnt methane
from exhaust streams. The latest generation of LNG-fueled engines show significantly reduced methane
slip and we are working with the engine manufacturers to update our existing engines to improve their
methane slip performance. As a result of these efforts, LNG’s advantage over conventional fuels in terms of
reduced GHG emissions is expected to grow.
A new ship capable of running on LNG also provides flexibility and future optionality. LNG engines are dual-
fuel engines, capable of operating on MGO and LNG, including fossil, biofuel and, when available,
Strategic Report
25
synthetic versions of those fuels. The type of tank and system arrangements that we have on our LNG-
fueled ships also allows for future conversion to other low GHG fuels such as green methanol. LNG ships
are also built with larger fuel tanks, with the space necessary to retrofit for other fuels. Given the expected life
of a cruise ship, this provides us with more options to continue to fuel our ships regardless of how the
alternative fuel markets develop in the future.
The combined impact of the factors above makes LNG the best readily available fuel to reduce GHG
emissions in the absence of market-ready zero-emission or near-zero-emission fuels.
We pioneered the use of Advanced Air Quality Systems on board our ships to aid in the reduction of sulfur
and are promoting the use of shore power. Shore power enables our ships to use shoreside electric power,
where available, while in port rather than running their engines to power their onboard services, resulting in
reduced engine emissions and noise in port. We also pioneered the use of shore power in 2001. More than
two-thirds of our ships are equipped with this capability, and that number will increase over time as more
ports provide shore power. We have continued our work with several local port authorities to utilize cruise ship
shore power connections.
We have considered our sustainability goals and efforts, as described above, in connection with the
preparation of our consolidated financial statements and any estimates used in the preparation of our
consolidated financial statements.
We have voluntarily reported our GHG footprint via the CDP each year since 2006. The CDP rates
companies on the depth and scope of their disclosures and the quality of their reporting. Our submission
includes details of our most recently compiled emissions data and reduction efforts, along with the results of
an independent, third-party verification of our GHG emissions. We also disclose our holistic water
stewardship to use less, reuse more and clean as well as purify used water to return to nature through the
CDP water program.
Carnival Corporation & plc’s GHG emissions inventory management plan follows the guidance in The
Greenhouse Gas Protocol and ISO 14064-1:2018 and our environmental management system is certified in
accordance with the ISO 14001:2015 Environmental Management System standard.
We voluntarily publish Sustainability Reports that address governance, stakeholder engagement,
environmental, labor, human rights, society, product responsibility, economic and other sustainability-
related issues and performance indicators. These reports are not incorporated in this document and can be
viewed at www.carnivalcorp.com, www.carnivalplc.com and www.carnivalsustainability.com. For further
information on our 2030 sustainability goals, refer to our Sustainability Report.
26
a.
Summary of our Environmental Impact
Our direct (Scope 1), indirect (Scope 2) and indirect value chain (Scope 3) GHG emissions are quantified
and reported. Additionally, limited assurance is provided on our GHG emissions by an independent third
party. Our fiscal year 2024 direct GHG emissions, which are largely generated from our ships, represented
over 99% of our total Scope 1 and 2 emissions.
Unit
Global
Emissions
2024 (a)
Global
Emissions
2023
Global
Emissions
2022
UK
Emissions
2024
UK
Emissions
2023
UK
Emissions
2022
GHG Emissions
(in thousands)
Scope 1 – Direct
.........
Metric Tons
CO
2
e
9,680
9,610
8,539
1,228
1,179
1,027
Scope 2 – Indirect – Location
based
.................
Metric Tons
CO
2
e
34
38
43
1
1
1
Total GHG Emissions
(Scope 1&2) – Location based
Metric Tons
CO
2
e
9,714
9,648
8,582
1,228
1,180
1,028
Energy Consumption
(in millions)
Scope 1
...............
Kwh
34,195
34,961
30,853
4,340
4,383
3,733
Scope 2
...............
Kwh
120
107
107
4
4
3
Total Energy Consumption
(Scope 1&2)
............
Kwh
34,315
35,068
30,960
4,344
4,387
3,736
Intensity Ratio
...........
Grams of
CO
2
e/
ALB-Km
203
211
241
214
217
267
Intensity Ratio
...........
Kilograms of
CO
2
e/ALBD
100
103
115
102
106
123
(a)
Our 2024 calculation includes global standards for emission factors established by the IMO. The
impact of using these emission factors relative to our comparative calculation is not material.
Data for 2022 is not representative of a full year of operations.
Strategic Report
27
In 2022, we performed a baseline inventory of our 2019 Scope 3 GHG emissions following the Greenhouse
Gas Protocol and ISO 14064-1:2018 guidance. We perform an inventory of our Scope 3 GHG emissions
annually for the 12-month period from June 1 to May 31. The period used for conducting our annual Scope
3 GHG emissions inventory provides sufficient time to collect and consolidate the large amount of activity-
based data needed to complete the inventory and report the results in our Annual Report. For the period
June 1, 2023 to May 31, 2024, we estimated our Scope 3 emissions to be roughly half of our total emissions.
It is important to note that because Scope 3 emissions relate to other organizations’ emissions and there are a
wide range of emission factor databases to choose from, these estimates are subject to numerous
uncertainties.
Global Greenhouse Gas (GHG) Scope 3 Emissions (a)
In thousands
Unit
2024/2023
2023/2022
Total Scope 3 GHG emissions
...............
MT CO2e
8,671
7,562
Cat. 1 Purchased goods and services
...........
MT CO2e
4,257
3,942
Cat. 2 Capital goods
......................
MT CO2e
1,049
705
Cat. 3 Fuel- and energy-related activities
........
MT CO2e
2,128
1,751
Cat. 4 Upstream transportation and distribution
..
MT CO2e
112
179
Cat. 5 Waste generated in operations
...........
MT CO2e
135
96
Cat. 6 Business travel
.....................
MT CO2e
39
33
Cat. 7 Employee commuting
................
MT CO2e
728
650
Cat. 8 Upstream leased assets
...............
MT CO2e
N/A
N/A
Cat. 9 Downstream transportation and distribution
Cat. 10 Processing of sold products
Cat. 11 Use of sold products
................
MT CO2e
198
186
Cat. 12 End-of-life treatment of sold products
....
MT CO2e
N/A
N/A
Cat. 13 Downstream leased assets
Cat. 14 Franchises
Cat. 15 Investments
......................
MT CO2e
24
20
(a)
Our Scope 3 emissions were calculated using the 12-month periods from June 1, 2022 – May 31, 2023
and June 1, 2023 – May 31, 2024.
GHG emissions data collection and calculations were performed in accordance with our GHG emissions
inventory management plan. Ship fuel emissions represent 98% of our total Scope 1 and 2 emissions and
roughly half of our total emissions.
Scope 1 emissions include direct emissions from the combustion of ship fuel, inadvertent release of ship
refrigerants, and other direct emissions generated by sources owned or controlled by Carnival Corporation &
plc (global number as per above table) as well as ships operated and facilities owned and leased by our UK-
based and marketed brands — P&O Cruises (UK number as per above table) and Cunard (UK number
as per above table).
Scope 2 emissions include emissions from the consumption of electricity for facilities and ships as well as
heat or steam purchased by sources owned or controlled by Carnival Corporation & plc (global number as
per above table) as well as ships operated and facilities owned and leased by our UK-based and marketed
brands — P&O Cruises (UK) and Cunard (UK number as per above table).
We measure and report the ship fuel GHG emission rate in terms of grams of CO
2
e per ALB-Km and
kilograms of CO
2
e per ALBD. These indicators enable us to make meaningful GHG emission reduction
comparisons that take into account changes in fleet size, itineraries and passenger capacity during normal
operations. The CO
2
e/ALBD metric is a better indicator of our progress on absolute emissions reduction.
Scope 3 emissions include emissions that occur in the value chain of Carnival Corporation & plc. Scope 3
emissions were estimated using supplier and activity-based data, where available (e.g., city-pair flight data,
food and beverage physical units purchased, waste volumes and fuel consumption and shipbuilder-
reported emissions). Several emission factor databases were used in the estimation, including DEFRA,
IMO Guidelines on Life Cycle GHG Intensity of marine fuels, and the U.S. EPA Supply chain GHG
28
Emission Factors v1.3 (with margins), among others. Spend-based emission factors were adjusted for
inflation as needed. Our estimation is conducted at the corporate, not country level.
In addition to GHG emissions, we also monitor various other environmental metrics to assess our impact
and track our performance over time.
Other Environmental Impact Metrics
(in thousands, except percentages)
Unit
2024
2023
2022
Water Consumption
...............................
Metric Tons
25,828
23,907
17,867
Wastewater
.....................................
Metric Tons
25,385
23,687
17,395
Waste Disposal
..................................
Metric Tons
289
284
231
Percent of Waste Recycled (a)
........................
Percent
29.7%
29.0%
30.2%
(a)
Refers to waste materials that have been segregated onboard with the intention of being recycled
ashore.
Data for 2022 is not representative of a full year of operations.
b.
Climate-Related Financial Disclosures
We have set out below our climate-related financial disclosures fully consistent with the Task Force on Climate-
Related Financial Disclosures (“TCFD”) Recommendations and Recommended disclosures, taking into
account guidance published by the TCFD including the Guidance for All Sectors and in compliance with
the requirements of the UK Companies Act 2006. Our consistency with the TCFD’s four pillars, Governance,
Strategy, Risk Management and Metrics and Targets, and the recommendations thereof, are represented in
the table below.
TCFD Pillar
Recommended disclosures
Section Reference
Governance
a) Describe the Boards’ oversight
of climate-related risks and
opportunities.
Governance
b) Describe management’s role in
assessing and managing climate-
related risks and opportunities.
Strategy
a) Describe the climate-related
risks and opportunities the
organisation has identified over
the short, medium, and long
term.
Strategy: Qualitative scenario
analysis
b) Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial planning.
Strategy: Quantitative Scenario
Analysis
c) Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower
scenario.
Strategic Report
29
TCFD Pillar
Recommended disclosures
Section Reference
Risk Management
a) Describe the organisation’s
processes for identifying and
assessing climate-related risks.
Risk Management: Climate Risk
and Opportunity Identification,
Owner Assignment and
Assessment
b) Describe the organisation’s
processes for managing climate-
related risks.
Risk Management: Climate Risk
and Opportunity Monitoring,
Management and Reporting
c) Describe how processes for
identifying, assessing, and
managing climate-related risks
are integrated into the
organisation’s overall risk
management.
Risk Management: Integration
into our overall risk management
Metrics and Targets
a) Disclose the metrics used by
the organisation to assess
climate-related risks and
opportunities in line with its
strategy and risk management
process.
Metrics and Targets
b) Disclose Scope 1, Scope 2,
and, if appropriate, Scope 3
GHG emissions, and the related
risks.
c) Describe the targets used by
the organisation to manage
climate-related risks and
opportunities and performance
against targets.
Governance
The Chief Climate Officer (“CCO”) and the Boards of Directors are responsible for the oversight of climate-
related matters and are directly supported by members of executive management. In addition, the CCO
and the Boards of Directors approve our decarbonization initiatives and investments. They also set the tone
at the top with regards to embedding a climate risk culture through fulfilling their responsibilities as
outlined in the climate risk management framework. The CCO leads the identification of climate-related
risks and opportunities and oversees how these are embedded in our strategic decision-making and risk
management processes (see page 37).
To further support our climate-related efforts, we have a Strategic Risk Evaluation (“SRE”) Committee.
The SRE Committee consists of members of executive management and reports to the CEO and CCO, who
in turn, reports to the Boards of Directors. As of November 30, 2024, the SRE Committee was comprised
of the following:
• Josh Weinstein — President, Chief Executive Officer and Chief Climate Officer
• David Bernstein — Chief Financial Officer and Chief Accounting Officer (Chair of SRE Committee)
• William Burke — Chief Maritime Officer
• Richard Brilliant — Chief Risk and Compliance Officer
• Jan Swartz — Executive Vice President of Strategic Operations
The primary responsibility of the SRE Committee is to assist the CCO in fulfilling his responsibility to
identify, monitor and review the management of climate-related risks and opportunities. The diagram below
sets out the function of the SRE Committee and illustrates the interaction between the Boards of Directors,
executive management and the SRE Committee. Common recurring activities of the SRE Committee include:
• Discussing climate considerations in the planning processes to further support its focus on reducing
GHG emissions
• Considering if any new climate risks or opportunities should be included in the list of identified
climate risks and opportunities
30
• Reviewing and updating as needed the internal decarbonization premium
• Ensuring appropriate assignment of identified climate risks and opportunities to risk owners, who
are responsible for their day-to-day evaluation and management
• Obtaining at least annual reporting from the risk owners on the monitoring and management of
identified risks and opportunities and reviewing, scrutinizing and challenging management of climate-
related risks and opportunities
• Tracking of energy efficiency spend and progress on the installation of Service Power Packages (or
Power Saver Packs)
• Monitoring progress against our 2030 Climate Action Goals
• Reviewing and approving the climate risk management framework
• Reviewing and approving the SRE Committee charter
The SRE Committee meets at least once a quarter and in 2024, four SRE Committee meetings were held.
From these discussions, the SRE Committee has provided a quarterly update to the Boards of Directors on
climate-related matters such as:
• Updates from risk owners on the monitoring and management of identified risks and opportunities
for all of our monitored risks
• Updates on evolving regulations
• Results of decarbonization pathway analysis
• Results of our Scope 3 emissions quantification
Role
Boards of Directors
Compensation
Compliance
Health,
Environmental,
Safety & Security
Ultimate oversight of climate-related
risks and opportunities
Committees responsible for
oversight of relevant aspects
of risks and opportunities
which may include climate
related issues
Assist in identifying,
monitoring and reviewing
climate-related risks and
opportunities
Lead integration of
climate into key
business functions
Support integration of
climate-related oversight
and management
Audit
Nominating &
Governance
Strategic Risk Evaluation Committee (SRE)
Executive Management
Management
Climate Risk Owners
CEO and
CCO
Management
Boards
Climate-Related Function
Board Education Program
To enable the CCO and Boards of Directors to fulfil their responsibility to oversee climate-related risks and
opportunities, a Board sustainability and TCFD education program was established in 2022, with core
education components and optional self-study courses. This sustainability and TCFD education program
was developed with support from external advisors and the Senior Independent Director. The core education
components of the program were completed in November 2022. In July 2024, we performed a refresher
education program covering Science-Based Targets.
Strategy
Risks and opportunities are reviewed and developed as part of our climate risk management framework
described below. In 2022, we performed a qualitative and quantitative scenario analysis to assess our climate-
related risks and opportunities over the short, medium and long-term. The qualitative and quantitative
scenario analysis were reviewed by the SRE Committee in 2024 and no significant changes were identified.
Strategic Report
31
Qualitative scenario analysis
In 2022, we qualitatively applied two (and quantitatively applied three) distinct plausible climate scenarios,
global warming limited to below 1.5
o
C above pre-industrial levels by 2100 “Steady Path to Sustainability” and
global warming of 2.8
o
C above pre-industrial levels by 2100 “Regional Rivalry.” The scenarios were used
to generate the climate-related risks and opportunities listed in the table below.
As part of our 2022 qualitative scenario analysis, a series of workshops with the SRE Committee and a cross-
section of management was conducted to identify material climate-related risks and opportunities, based
on likelihood and degree of potential financial impact, over the following time horizons:
• 2022 – 2025 (short-term) — consistent with our internal forecasting
• 2025 – 2035 (medium-term) — aligns with our existing sustainability goals
• 2035 – 2050 (long-term) — consistent with the useful life of our ships
Following the workshops, the SRE Committee selected certain risks and opportunities for further assessment
and quantification. The process of selecting these risks and opportunities included an in-depth assessment
by each participant of the proposed risks and opportunities. The process incorporated the use of a feasibility
matrix and subsequent group discussion to arrive at consensus on which risks and opportunities were most
appropriate for quantification. Feasibility was evaluated on the availability of internal and external climate-
related data, the estimated number of assumptions required and the magnitude of impact and likelihood
of occurrence.
Climate-related risks identified through the 2022 qualitative scenario analysis
Our initial selected risks and opportunities for quantification are in
bold
:
TCFD risk categories
Risk summary
Impact time horizon
Markets and Products / Shifting
Markets (1)
Cruising no longer aligns to
consumers’ climate values
Medium Term
Reduced availability and access to
fuel*
Medium Term
Unable to meet climate-related
requirements reduces access to
capital / insurance
Medium Term
Policy and Legal (1)
Increased costs driven by
climate-related regulations*
Short-Medium Term
Risk is that cruising (as a
high-GHG emissions industry) is
severely restricted or subject to
bans
Medium Term
Reputation (1)
Failure to attract and retain
talent due to climate credentials
Medium Term
Increased demand for reducing
GHG emission practices
Medium Term
Technology (1)
Lack of viable low GHG
emission technology to replace
fossil fuels
Medium Term
Physical
Chronic climate change impacting
supply chain availability and price
Medium Term with expected
increases in the Long Term
Itineraries are not viable due to
extreme weather and/or sea level
rise
Medium Term with expected
increases in the Long Term
(1)
Transition Risks
*
Due to the similar nature of these risks, we have combined them for the quantitative analysis into a
combined risk: “How does a transition to a low-GHG emissions future impact the price of the fuels needed
to power our ship engines?”
32
Climate-related opportunities identified through the 2022 qualitative scenario analysis
TCFD opportunity categories
Opportunity summary
Realisation time horizon
Energy Source
Support the adaptation of
sustainable technological
advances for the cruise industry
Medium Term
Market Access
Access to new financing options
available for organisations
working on a low-GHG emission
future
Short-Medium Term
Access to private destinations or
islands with infrastructure built
by us
Short-Medium Term
Attract and retain new customers
and improve reputation through
sustainable itineraries and
activities for changing climate-
induced preferences
Short-Medium Term
Positioning as a sustainability
leader
Short-Medium Term
Products & Services
Opportunities for the ship to be
the destination
Long Term
Resilience
Engage with more sustainable
and economically favourable
alternative suppliers
Short Term
Improve resilience to physical
climate risk through adaptation
of itinerary routes and
investment in port infrastructure
Short Term
Resource Efficiency
Improved operational efficiencies
arising from technological
advancements
Medium Term
Increased fuel efficiency through
alternative itinerary planning and
reduced energy use
Short-Medium Term
Increased resource efficiency
through reduced on-board energy
demand and consumption
Medium Term
Annually, we evaluate each risk and no significant changes in our climate risk assessment were noted. There
have been minor shifts in the period over which risks may materialize, generally shifting outwards.
Therefore, the SRE Committee redefined our time horizons of short, medium and long-term as follows:
• Present – 2030 (short-term) — consistent with our internal forecasting
• 2031 – 2040 (medium-term) — aligns with our existing sustainability goals
• 2041 – 2050 (long-term) — consistent with the useful life of our ships
We presently consider transition risks to be the most significant in terms of likelihood and impact. The
risks with the highest impact and likelihood of occurrence are associated with the transition to a low-GHG
emission future, in a scenario where low GHG emission technology does not exist, or where we have not
been able to access these technologies and where we have reduced availability and access to fuel.
The climate-related opportunities with the highest impact are a mix of mitigation and adaptation
opportunities. These include the positive impacts of supporting the adaptation of sustainable technological
advances for our business, improved operational efficiencies from technological advancements, and more
energy efficient itineraries from investing in port and destination projects.
Strategic Report
33
2022 Quantitative Scenario Analysis
In 2022, we quantitatively applied three distinct plausible climate scenarios to determine the potential
impacts of the risks and opportunities assessed. Using transition scenario assumptions from the International
Energy Agency (“IEA”) and climate and transition scenarios from the Intergovernmental Panel on Climate
Change (“IPCC”), we utilised two interlocking types of pathways, the Representative Concentration Pathways
(“RCPs”) and Shared Socioeconomic Pathways (“SSPs”) to create three sets of scenarios to understand
the relative materiality and possible range of impacts to the business from the selected climate-related risks
and opportunities under different potential futures.
Scenario 1: Steady Path to Sustainability (average temperature increase limited to 1.5°C above pre-industrial
levels by 2100) SSP1 / RCP1.9
Under this scenario, the world takes the rapid and strong policy measures required to meet the ambition
of the 2015 Paris Agreement (to keep the mean global annual temperature rise to well below 2°C
warming above pre-industrial levels and pursue efforts to limit the temperature increase to 1.5°C above
pre-industrial levels). Under this scenario, low GHG emission technology takes over from fossil-fuels,
and reduced economic growth is also important for reaching net zero emissions by 2050
We selected this scenario, as it provides us insight into a low-GHG emissions world that would benefit us
and our Climate Action Goals. Under this scenario, transition risks identified are material and our resilience
is dependent on our ability to effectively adopt low GHG emission technologies, refer to XIX. Sustainability
for further details on ways we are monitoring and have implemented technology developments. A transition
to low GHG emission technologies would help us adhere to increasing requirements to transition to a low-
GHG emissions future, including existing and emerging regulations, consumer preferences, and talent
market expectations. Our most impactful opportunity is the enhancement of our reputation and
competitiveness, by supporting the adaptation of sustainable technological advances for the cruise industry.
This would also further help us to mitigate our transition risks.
Scenario 2: Regional Rivalry (average temperature increase limited to below 2.8°C above pre-industrial levels
by 2100) SSP3 / RCP7.0
This scenario explores a possible route in which the world is seeing an emergence of tribalism and
nationalism. Low international priority for addressing environmental concerns leads to strong
environmental degradation in some regions. The combination of impeded development and limited
environmental concern results in poor progress toward climate sustainability. Growing resource
intensity and fossil fuel dependency along with difficulty in achieving international cooperation and
slow technological change imply high challenges to mitigation.
We selected this scenario, as it provides an indication of the world we would operate in if we do not achieve
the Paris Agreement target. This scenario presents a higher emissions future where physical risks are
material. Business resilience under this scenario is dependent on our ability to adapt to extreme weather
events and chronic physical risks. Under this scenario we can remain resilient by taking advantage of the
mobility of our cruise ships, which enables us to move our vessels between regions and adapt itineraries in
cases of extreme weather events. Additionally, based on a study performed, we are well placed to respond to
increased physical risks at our new port development projects, see Investment in Port and Destination
Projects on page 37.
Scenario 3: Fossil-fueled growth (average temperature increase limited to below 4°C above pre-industrial levels
by 2100) SSP5 / RCP8.5
The 4°C scenario explores a possible route in which as countries emerge from the coronavirus
pandemic, governments around the world focus on restoring growth through direct support to fossil
fuels and reverting to the tried and tested methods of the past.
This scenario presents the highest emissions future where physical risks have the potential to be most
significant and would therefore allow us to model the impact of these extreme climate risks. Akin to
Scenario 2, business resilience under Scenario 3 will be dependent on our ability to adapt to extreme weather
events and chronic physical risks as well as the impacts to our supply chain across different geographical
34
areas. Our experience with previous supply chain disruptions suggests that under this scenario, we would be
resilient to supply chain risks given our ability to adapt to supply chain disruptions.
Key assumptions and limitations
The results of our quantitative scenario analysis have a high degree of uncertainty as there are assumptions
made for all modelling inputs. This means that results should be taken as an indicative “order of risk”.
Furthermore, the analysis assumes that the future conditions from climate change are shifted to today to
contextualize impacts in relation to the current business size. The analysis does not include:
• Forward-looking forecasting of our business operations; or
• Potential mitigation or adaptation measures that could be taken either by us, or by other parties over
the period considered (e.g., sustainable ship fuel development, governments building flood defenses).
Estimations and projections
In 2022, we completed several scenario analyses over three time horizons (2025, 2030, and 2050). Any
assumption made about fuel prices acknowledged the 2022 energy crisis and assumed that by 2025, oil prices
will stabilize in line with IEA price projections, at the time of analysis. We have also projected physical and
transition risks at a global level due to the high mobility of our assets.
The degree of potential impact was determined on a linear scale range of “Low”, having no material impact
or “High”having a material impact on Carnival Corporation & plc’s financial statements. Refer to
Note 2 — “Material Accounting Policies, Climate Change”on pages 81 – 82 in our Group financial
statements for our analysis of the impact of climate change on the Group financial statements.
Strategic Report
35
Results of the 2022 Quantitative Scenario Analysis: Potential Impact on Operating Income
2025
2030
2050
Scenario 1
(
TR
) How does a low-GHG emissions future impact the price
of the fuels needed to power our ship engines?
(
TR
) How would changing consumer sentiment drive changes
in demand for our offering?
(
PR
) How are our profits affected by an increase in food
commodity prices?
(O)
What are the future savings associated with operational
efficiency improvements?
(O)
How could providing a service geared towards changing
consumer sentiment drive long-term growth for us?
Scenario 2
(
TR
) How does a low-GHG emissions future impact the price
of the fuels needed to power our ship engines?
(
TR
) How would changing consumer sentiment drive changes
in demand for our offering?
(
PR
) How are our profits affected by an increase in food
commodity prices?
(O)
What are the future savings associated with operational
efficiency improvements?
(O)
How could providing a service geared towards changing
consumer sentiment drive long-term growth for us?
Scenario 3
(
TR
) How does a low-GHG emissions future impact the price
of the fuels needed to power our ship engines?
(
TR
) How would changing consumer sentiment drive changes
in demand for our offering?
(
PR
) How are our profits affected by an increase in food
commodity prices?
(O)
What are the future savings associated with operational
efficiency improvements?
(O)
How could providing a service geared towards changing
consumer sentiment drive long-term growth for us?
Key
Transition Risk (
TR
); Physical Risk (
PR
); Opportunity (
O
)
Risk Financial Impact:
Low
Medium
High
Opportunity Financial Impact:
Low
Medium
High
How does a low-GHG emissions future impact the price of the fuels needed to power our ship engines?
There is an increased global regulatory focus on GHG and other emissions. Climate-change related regulatory
activity and developments that require us to reduce our emissions, which includes both the EU regulations
and the IMO Strategy, may require us to make capital investments in new equipment or technologies, pay for
emissions, purchase allowances and/or carbon offset credits, or otherwise incur additional costs or take
additional actions related to our emissions. Such activity may also impact us indirectly by increasing our
operating costs, including fuel costs. Additionally, fossil fuels are currently the only viable option for our
industry at present, we are closely monitoring technology developments and partnering with organizations to
help identify and scale new technologies. Refer to XVIII. Governmental Regulations on pages 15 to 20 and
XIX. Sustainability and Environmental Impact on pages 20 to 39.
How would changing consumer sentiments drive changes in demand for our offering?
To mitigate the impact of this risk, our short and medium-term GHG emissions goals focus on GHG
intensity reduction, measured in both grams of CO
2
e per ALB-km and kilograms of CO
2
e per ALBD. In
36
addition, we are committed to our reduction of GHG emissions and we are pursuing our aspiration of net
zero emissions by 2050, aligned with the IMO Strategy and are at the early stages of developing our transition
plan. 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. To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary
for the maritime industry; however, there are significant supply challenges that must be resolved before
viability is reached. 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, our defined goals and targets are set based on feasible, achievable and
available pathways. Refer to XIX. Sustainability and Environmental Impact on pages 21 − 24.
How are our profits affected by an increase in food commodity prices?
Under Scenarios 1 and 2, the impacts on food prices are indistinguishable from the historical commodity
market volatility. Under Scenario 3, we could face higher food costs which may impact our value chain and
operating profit. Our existing supply chain management strategies have remained resilient through the
more recent supply chain issues experienced globally, demonstrating our ability to mitigate global-scale
disruptions. In addition, our Circular Economy 2030 Goals include achieving a 50% unit food waste reduction
per person by 2030. Refer to XIII. Suppliers on page 10 and XIX. Sustainability and Environmental
Impact on page 20.
What are the future savings associated with operational efficiency improvements?
Under each scenario, the estimated total price of the fuel is the same, but the amount of fuel demanded
differs based on assumptions about operational efficiency improvements. To capture this potential upside,
we are investing in projects that improve the energy efficiency of our fleet. A premium for lowering our GHG
emissions, ranging between $75 and $100 per metric ton depending on the type of fuel, is added to the cost
of fuel for our long-term planning processes. We are also ensuring that our brands design more energy efficient
itineraries. For further details of our strategies in place to capture this opportunity, refer to XIX. Sustainability
and Environmental Impact on pages 20 to 39.
How could providing a service geared towards changing consumer sentiment drive long-term growth for us?
Under scenarios 2 and 3, an immaterial number of consumers would align to low-GHG emissions services.
Under Scenario 1, from 2025 to 2050 across all countries, there is an increase in the expected price per
Passenger Cruise Days that we will be able to charge. By continuing to reduce our GHG emissions through
our strategies such as investing in energy efficiency projects, fleet changes, itinerary changes, and port
developments, we can remain resilient under Scenario 1. For further details of our strategies in place to
capture this opportunity, refer to XIX. Sustainability and Environmental Impact on pages 20 to 39.
Investment in Port and Destination Projects
In addition, a climate study was undertaken in 2022 by a third party for two of our port development
projects at Celebration Key and Half Moon Cay Pier Project (The Bahamas), to enhance climate resilience.
Based on the results of this study, we are well placed to respond to the physical risks of climate change at the
two planned port locations and will have a number of measures in place to address physical climate
impacts. These results were reviewed by the SRE Committee and presented to the Boards of Directors in
2022 for an investment decision, which was approved. Furthermore, our investments in these ports and
destinations support our efforts to design more energy efficient itineraries based on their strategic locations.
Risk Management
We utilize a process for managing our climate risks and opportunities which begins with climate risk and
opportunity identification then follows with owner assignment, assessment, monitoring, management and
reporting. This process is ongoing and iterative.
Climate Risk and Opportunity Identification, Owner Assignment and Assessment
The qualitative scenario analysis is the foundation of our climate risk and opportunities identification and
assessment process and began with the evaluation of a long list of climate-related risks and opportunities we
may face, to generate an initial list of possible risks and opportunities. As discussed above, we considered a
high-GHG emissions and a low-GHG emissions scenario. Input from key stakeholders in the business was
obtained through facilitated workshops to identify additional climate risks and opportunities and refine
Strategic Report
37
the list before prioritizing those identified. Assessment of these risks and opportunities was performed by
the SRE Committee and a cross section of management, who qualitatively evaluated the impact and likelihood
of these risks and opportunities. Certain financial, regulatory, reputational and physical risks and
opportunities, as described on pages 31 – 33, were then selected for more detailed quantitative scenario
analysis.
The SRE Committee reviews the selected risks and opportunities from our qualitative scenario analysis
quarterly and considers if any risks or opportunities no longer need monitoring, and if any new climate risks
or opportunities should be identified. Each climate risk has been assigned an owner who has responsibility
for the day-to-day evaluation and management of the risk. Following the climate risk identification process,
climate risks are assessed based on expected impact, likelihood, time horizon and speed of onset.
A
A
B
B
C
C
D
D
E
E
G
G
I
J
J
#
Risk summary (Ordered alphabetically)
Lack of viable low carbon technology to replace fossil fuels
Risk is that cruising (as a carbon-intensive industry) is severely restricted or subject to bans
Costs driven by climate-induced regulations significantly increase
Chronic climate change impacting supply chain availability and price
Itineraries are not viable due to extreme weather and/or sea level rise
F
F
Cruising no longer aligns to consumers climate values
Unable to meet climate-related requirements reduces access to capital / insurance
H
H
Reduced availability and access to fuel
Increased demand for reducing carbon-intensive practices
Failure to attract and retain talent due to climate credentials
Risks or opportunities that were selected for quantification
Key
Higher
likelihood
Lower
likelihood
Lower
impact
Higher
impact
Scenario key
Likelihood
Impact
S1 – Steady Path to Sustainability
S2 – Regional Rivalry
I
A
A
B
C
D
B
C
D
E
E
F
G
G
H
I
J
K
I
J
K
#
Opportunity summary (Ordered alphabetically)
Positioning as a sustainability leader
Opportunities for the ship to be the destination
Improved operational efficiencies arising from technological advancements
Increased fuel efficiency through alternative itinerary planning and reduced energy use
Access to new financing options available for organisations working on decarbonisation
F
Attract and retain new customers and improve reputation through sustainable itineraries and activities for changing
climate-induced preferences
Support the adaptation of sustainable technological advances for the cruise industry
H
Increased resource efficiency through reduced on-board energy demand and consumption
Engage with more sustainable and economically favourable alternative suppliers
Improve resilience to physical climate risk through adaptation of itinerary routes and investment in port
infrastructure
Access to private destinations or islands with infrastructure built by us
Risks or opportunities that were selected for quantification
Key
Harder
Easier
Lower
impact
Higher
impact
Scenario key
Ease of realisation
Impact
S1 – Steady Path to Sustainability
S2 – Regional Rivalry
Climate Risk and Opportunity Monitoring, Management and Reporting
The primary method for review, scrutiny, and challenge of climate risks, involves the risk owners monitoring,
assessing and reporting how each risk and opportunity is changing over time based on climate risk indicators
and discussing options with the SRE Committee to reduce, accept, avoid or transfer risk.
Integration into our overall risk management
Overall, the Boards of Directors are responsible for determining the strategic direction of the company and
the nature and extent of the risk assumed by it. The Boards of Directors carry out a risk assessment to
ensure that principal and emerging risks, including those that would threaten our business model, future
performance, solvency or liquidity are effectively managed and/or mitigated. Within our risk management
38
framework, the Boards of Directors have ultimate oversight of climate-related risks, which have been
identified as a principal risk. Refer to the Governance pillar for a description of how climate-related risks
are overseen. In addition, refer to Item 3. Internal Control and Risk Assessment for a discussion on how we
identify and manage our principal risks.
Metrics and Targets
Our most material quantified risks are the transition risks
.
To mitigate the impact of these risks, we have
identified a four-part strategy, including fleet optimization, energy efficiency, itinerary efficiency, and new
technologies and alternative fuels. Refer to XIX. Sustainability and Environmental Impact on pages 20 to 39.
The metrics and Climate Action Goals associated with these risks and opportunities, are outlined above
within XIX. Sustainability and Environmental Impact on page 20. 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
page 60 − 61 and page 64 for further details.
Our direct (Scope 1), indirect (Scope 2) and indirect value chain (Scope 3) GHG emissions are quantified
and reported. Additionally, limited assurance is provided on our GHG emissions by an independent third
party. For our 2024 inventory of our Scope 3 GHG emissions we used several emission factor databases in the
estimation, including DEFRA, IMO Guidelines on Life Cycle GHG Intensity of marine fuels, and the
U.S. EPA Supply chain GHG Emission Factors v1.3 (with margins), among others and determined that our
Scope 3 emissions were estimated to be roughly half of our total emissions. Our Scope 1, Scope 2 and
Scope 3 emissions can be found in XIX. Sustainability, and Environmental Impact on pages 27 − 28.
We have made progress over the past 15 years reducing our GHG emissions intensity and achieved our 2020
goal (to reduce the intensity of CO2e by 25% relative to a 2005 baseline, measured in grams CO2e / ALB-km)
three years early, in 2017. We have also made progress towards our 2026 GHG intensity reduction goal of 20%
from our 2019 baseline, measured in both grams of CO
2
e per ALB-km and kilograms of CO
2
e per ALBD.
In 2024, we reduced our GHG emission intensity on a lower berth distance basis by 17% and on an ALBD
basis by 17% relative to our 2019 baseline. Relative to 2008, our GHG emissions per ALBD have been
reduced by 41% while our capacity has grown by 62%. Refer to XIX. Sustainability and Environmental
Impact on page 20.
D.
Website Access to Carnival Corporation & plc SEC Reports.
We use our websites as channels of 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.
E.
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, ship
building, 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
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.
Strategic Report
39
F.
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 the right
mix of risk-based controls to protect against evolving threats.
We maintain an incident response plan and related policies and protocols which outline procedures for
identifying, reporting and responding to cybersecurity incidents. Our incident response plan is regularly
updated to address new threats and tested through crisis simulation exercises involving our shipboard and
shoreside employees. We also have an incident response team who is trained to handle a wide range of security
events and collaborates with external cybersecurity experts when necessary.
We have data privacy and security standards across the company that are designed to comply with relevant
regulations, including the General Data Protection Regulation (“GDPR”), the California Consumer Privacy
Act (“CCPA”) and PCI DSS. We employ encryption, access controls, and other data anonymization
techniques to safeguard data throughout its lifecycle.
We also have data privacy and cybersecurity focused training for our shoreside and select shipboard team
members. We regularly educate our shoreside and shipboard team members about the importance of handling
and protecting guest and team member data, including phishing simulation exercises and annual privacy
and security training to enhance awareness of how to detect and respond to cybersecurity threats.
Our cybersecurity diligence extends to third-party vendors and partners. We have operationalized processes
that seek to identify and manage cybersecurity risks from our service providers, including those who have
access to our guest or team member data or direct access to our network, systems and applications, with the
goal of minimizing our exposure to third party risks. In addition, cybersecurity and data privacy
considerations factor greatly in the sourcing, selection and oversight of our third-party service providers.
We generally require third-party service providers that access or host our data, systems, or applications or
could otherwise introduce cybersecurity risk to us, to complete additional risk assessments, comply with our
security and privacy requirements, and agree to the timely reporting of cyber security incidents to us.
As of November 30, 2024, we are not aware of any risks from cybersecurity threats that have materially
affected or are reasonably likely to materially affect our business strategy, results of our operations, or
financial condition. Despite our efforts with respect to protecting information technology operations and
strengthening our cybersecurity and data privacy positions, we have been, and may continue to be, impacted
by breaches in data security and lapses in data privacy, which occur from time to time. In the last three
fiscal years, we have not experienced any material cybersecurity incidents and the expenses incurred in
connection with cybersecurity incidents were not material. For additional information on the risks from
cybersecurity threats and the potential related impacts on the company, refer to Operational Risk Factor f.
Governance
Our Chief Information Security Officer (“CISO”) leads our worldwide efforts in cybersecurity risk reduction
and regulatory compliance. Our CISO oversees risk management across information technology operations,
cybersecurity and data privacy. With over 20 years of experience across various industries, including
Fortune 50 and 100 organizations, our CISO brings a comprehensive background in strategic cybersecurity
40
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.
G.
Properties.
As of November 30, 2024, the Carnival Corporation and Carnival plc headquarters and our larger shoreside
locations are as follows:
Location
Square Footage
(in thousands)
Own/Lease
Principal Operations
Miami, FL, U.S.A.
463/18
Own/Lease
Carnival Corporation & plc and Carnival
Cruise Line
Almere, Netherlands
253
Own
Arison Maritime Center
Rostock, Germany
224
Own
AIDA
Genoa, Italy
204/46
Own/Lease
Costa
Southampton, England
150
Lease
Carnival plc, Cunard and P&O Cruises
(UK)
Santa Clarita, CA, U.S.A.
113
Lease
Princess Cruises
Hamburg, Germany
87
Lease
AIDA
Seattle, WA, U.S.A.
78
Lease
Holland America Line and Seabourn
Fort Lauderdale, FL,
U.S.A.
76
Lease
Princess Cruises
Sydney, NSW, Australia
26
Lease
P&O Cruises (Australia)
Information about our cruise ships, including the number each of our cruise brands operate, as well as
information regarding our cruise ships under construction may be found under Part I, Item 1. Business. C.
“Our Global Cruise Business.”In addition, we own, lease or have controlling interests in port destinations,
exclusive islands, hotels, and lodges.
H.
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 22 — “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
Strategic Report
41
biodigester effluent) inadvertently released by
Coral Princess
inside the Great Barrier Reef Marine Park. On
June 23, 2022, the UK P&I Club N.V. provided a letter of undertaking for approximately $1.9 million
(being the estimated maximum combined penalty). On May 31, 2023, we received a summons from the
Australia Federal Prosecution Service indicating that formal charges are being pursued against Princess
Cruises and the Captain of the vessel. We believe the ultimate outcome will not have a material impact on
our consolidated financial statements.
On February 5, 2024, P&O Cruises (Australia) notified the AMSA and the UK Marine Accident
Investigation Branch that a small amount of oil may have inadvertently contaminated grey water which was
discharged by
Pacific Adventure
in the Great Barrier Reef Marine Park, Queensland. 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.
I.
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, 2025. Titles listed relate to positions within Carnival Corporation and Carnival plc unless
otherwise noted.
Age
Years of
Service (a)
Title
Micky Arison
75
53
Chair of the Boards of Directors
David Bernstein
67
26
Chief Financial Officer and Chief Accounting Officer
Vice Admiral William R.
Burke (Ret.) (b)
68
11
Chief Maritime Officer
Bettina Deynes
52
6
Global Chief Human Resources Officer
Lars Ljoen (b)
55
9
Chief Operations Officer of Carnival Cruise Line
Enrique Miguez
60
27
General Counsel
Josh Weinstein
50
22
President, Chief Executive Officer and Chief Climate
Officer
(a)
Years of service with us or Carnival plc predecessor companies.
(b)
Effective February 1, 2025, Vice Admiral William R. Burke (Ret.) will step down from his role and
Lars Ljoen will become an executive officer and assume the role of Chief Maritime Officer.
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.
William R. Burke, retired Vice Admiral, has been Chief Maritime Officer since 2013.
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 appointed as our Chief Maritime Officer effective February 1, 2025. He was Chief
Operations Officer for Carnival Cruise Line from 2022 to January 2025 and Executive Vice President,
Maritime of Carnival Cruise Line from 2018 to 2022.
Enrique Miguez has been General Counsel since 2021. He was Vice President and Deputy General Counsel
from 2003 to 2021.
Josh Weinstein has been President, Chief Executive Officer and Chief Climate 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.
42
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, 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.
J.
Dividends.
We do not expect to pay dividends on Carnival Corporation common stock and Carnival plc ordinary
shares for at least the next couple of years.
K.
Repurchase Authorizations
I.
Carnival plc Shareholder Approvals.
Annual shareholder approval is required for Carnival plc to buy back its ordinary shares. The existing
shareholder approval is limited to a maximum of 18.7 million ordinary shares of Carnival plc and expires at
the conclusion of the Carnival plc 2025 Annual General Meeting or July 4, 2025, whichever is earlier.
2.
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, 2024 and 2023.
Known Trends and Uncertainties
• We believe the volatility in the cost of fuel is reasonably likely to continue to impact our profitability
in both the short and long-term.
• We believe the increasing global focus on climate change, including the reduction of GHG emissions
and new and evolving regulatory requirements, is reasonably likely to have a material negative
impact on our future financial results. We became subject to the EU Emissions Trading System
(“ETS”) on January 1, 2024, which includes a three-year phase-in period. Refer to
XVIII. Governmental 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 amenities such as swimming pools, water slides, water parks, whirlpools, a health club and
sun decks
• Child care and supervised youth programs
• Entertainment, such as theatrical and comedy shows, live music and nightclubs
• Visits to multiple destinations
Strategic Report
43
• 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
• Specialty restaurants
• Retail sales
• Art sales
• Photo sales
• Laundry and dry cleaning services
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
because the costs and services incurred for concession revenues are borne by our concessionaires. In 2024,
we earned 34% of our cruise revenues from onboard and other revenue goods and services.
We earn our tour and other revenues from our hotel and transportation operations and other revenues.
We incur cruise operating expenses for the following:
• The costs of passenger cruise bookings, which include travel agent commissions, cost of 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 cruise costs, which include the costs of beverage sales, costs of shore excursions, costs
of retail sales, internet and communication costs, credit and debit card fees, other onboard costs, costs
of cruise vacation protection programs and pre- and post-cruise land packages
• Payroll and related costs, 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 costs, which include fuel delivery costs and European Union Allowance costs
• Food costs, which include both our guest and crew food costs
• Other ship operating expenses, which include port costs that do not vary with guest head counts; repairs
and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; gains
and losses on ship sales; ship impairments; freight and logistics; insurance premiums and all other ship
operating expenses
We incur tour and other costs and expenses for our hotel and transportation operations and other expenses.
Statistical Information
Years Ended
November 30,
2024
2023
Passenger Cruise Days (“PCDs”)
(in millions)
(a)
.......................
100.5
91.4
Available Lower Berth Days (“ALBDs”)
(in millions)
(b) (c)
...............
95.6
91.3
Occupancy percentage (d)
.......................................
105%
100%
Passengers carried (in millions)
....................................
13.5
12.5
Fuel consumption in metric tons (in millions)
..........................
2.9
2.9
Fuel consumption in metric tons per thousand ALBDs
...................
30.9
32.1
Fuel cost per metric ton consumed (excluding European Union Allowance)
.....
$
665
$
701
Currencies (USD to 1)
AUD
....................................................
$
0.66
$
0.66
CAD
....................................................
$
0.73
$
0.74
EUR
....................................................
$
1.09
$
1.08
GBP
....................................................
$
1.28
$
1.24
44
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 2024 compared to 2023, we had a 4.7% capacity increase in ALBDs comprised of a 7.9%
capacity increase in our NAA segment and a 0.5% capacity decrease in our Europe segment.
Our NAA segment’s capacity increase was caused by the following:
• Carnival Cruise Line 4,090-passenger capacity ship that transferred from Costa Cruises
and entered into service in May 2023
• Seabourn 260-passenger capacity ship that entered into service in July 2023
• Carnival Cruise Line 5,360-passenger capacity ship that entered into service in
December 2023
• Princess Cruises 4,310-passenger capacity ship that entered into service in February 2024
• Carnival Cruise Line 4,130-passenger capacity ship that transferred from Costa Cruises
and entered into service in April 2024
The increase in our NAA segment’s capacity was partially offset by a Seabourn 460-passenger
capacity ship that was removed from service in September 2024.
Our Europe segment’s capacity decrease was caused by the following:
• Costa Cruises 4,090-passenger capacity ship that transferred to Carnival Cruise Line in
March 2023
• AIDA Cruises 1,270-passenger capacity ship that was removed from service in
November 2023
• Costa Cruises 4,240-passenger capacity ship that transferred to Carnival Cruise Line and
was removed from Costa Cruises’ fleet in February 2024
• The Red Sea rerouting as certain ships repositioned without guests
The decrease in our Europe segment’s capacity was partially offset by the following:
• The return to service of two ships as part of the completion of our return to guest cruise
operations
• P&O Cruises (UK) 5,280-passenger capacity ship that entered into service in December 2022
• Cunard 2,960-passenger capacity ship that entered into service in May 2024
(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.
2024 Compared to 2023
Carnival plc Group IFRS Key Financial Measures
Years Ended November 30,
(in millions)
2024
2023
Revenue
..............................................
$
9,413
$
7,982
Operating income (loss)
...................................
$
1,627
$
753
Total assets
............................................
$
13,594
$
14,689
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
Strategic Report
45
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 66% of our 2024 total revenues. Passenger ticket revenues increased by
$2.4 billion, or 17%, to $16.5 billion in 2024 from $14.1 billion in 2023.
This increase was caused by:
• $988 million – higher ticket prices driven by continued strength in demand
• $705 million – 5.1 percentage point increase in occupancy
• $691 million – 4.7% capacity increase in ALBDs
• $86 million – net favorable foreign currency translational impact
These increases were partially offset by a decrease of $60 million in other passenger revenue.
The remaining 34% of 2024 total revenues was comprised of onboard and other revenues, which increased
by $1.0 billion, or 14%, to $8.6 billion in 2024 from $7.5 billion in 2023.
This increase was driven by:
• $422 million – 4.7% capacity increase in ALBDs
• $286 million – 5.1 percentage point increase in occupancy
• $264 million – higher onboard spending by our guests
NAA Segment
Passenger ticket revenues made up 63% of our NAA segment’s 2024 total revenues. Passenger ticket
revenues increased by $1.5 billion, or 16%, to $10.6 billion in 2024 from $9.1 billion in 2023.
This increase was caused by:
• $717 million – 7.9% capacity increase in ALBDs
• $609 million – higher ticket prices driven by continued strength in demand
• $241 million – 2.7 percentage point increase in occupancy
These increases were partially offset by a decrease of $64 million in other passenger revenue.
The remaining 37% of our NAA segment’s 2024 total revenues were comprised of onboard and other
revenues, which increased by $753 million, or 14%, to $6.2 billion in 2024 from $5.5 billion in 2023.
This increase was caused by:
• $430 million – 7.9% capacity increase in ALBDs
• $191 million – higher onboard spending by our guests
• $145 million – 2.7 percentage point increase in occupancy
Europe Segment
Passenger ticket revenues made up 77% of our Europe segment’s 2024 total revenues. Passenger ticket
revenues increased by $945 million, or 19%, to $5.9 billion in 2024 from $5.0 billion in 2023.
This increase was driven by:
• $463 million – 8.8 percentage point increase in occupancy
• $379 million – higher ticket prices driven by continued strength in demand
• $87 million – net favorable foreign currency translational impact
These increases were partially offset by a 0.5% capacity decrease in ALBDs, representing $26 million.
The remaining 23% of our Europe segment’s 2024 total revenues were comprised of onboard and other
revenues, which increased by $231 million, or 15%, to $1.8 billion in 2024 from $1.5 billion in 2023.
46
This increase was driven by:
• $142 million – 8.8 percentage point increase in occupancy
• $72 million – higher onboard spending by our guests
Costs and Expenses
Consolidated
Operating expenses increased by $1.3 billion, or 9.2%, to $15.6 billion in 2024 from $14.3 billion in 2023.
This increase was caused by:
• $731 million – 4.7% capacity increase in ALBDs
• $333 million – higher commissions, transportation costs, and other expenses driven by higher
commission on increased ticket pricing and an increase in the number of guests
• $144 million – higher onboard and other cost of sales driven by higher onboard revenues
• $139 million – 5.1 percentage point increase in occupancy
• $63 million – higher repair and maintenance expenses (including dry-dock expenses)
• $59 million – net unfavorable foreign currency translational impact
• $47 million – decreases in gains on ship sales realized in 2024 compared to 2023
• $36 million – higher port expenses
These increases were partially offset by:
• $89 million – lower fuel consumption per ALBD
• $58 million – lower fuel prices
• $23 million – change in pension valuation
Selling and administrative expenses increased by $302 million, or 10%, to $3.3 billion in 2024 from $2.9 billion
in 2023. This increase was driven by higher compensation expense, increased investment in advertising and
higher information technology expense.
Depreciation and amortization expenses increased by $187 million, or 7.9%, to $2.6 billion in 2024 from
$2.4 billion in 2023. This increase was driven by capacity increases, fleet enhancements and investments in
shoreside assets for our NAA segment.
NAA Segment
Operating expenses increased by $968 million, or 10%, to $10.6 billion in 2024 from $9.6 billion in 2023.
This increase was caused by:
• $753 million – 7.9% capacity increase in ALBDs
• $160 million – higher commissions, transportation costs, and other expenses driven by higher
commission on increased ticket pricing and an increase in the number of guests
• $81 million – higher onboard and other cost of sales driven by higher onboard revenues
• $76 million – higher repair and maintenance expenses (including dry-dock expenses)
• $46 million – 2.7 percentage point increase in occupancy
These increases were partially offset by:
• $86 million – lower fuel consumption per ALBD
• $50 million – lower fuel prices
Selling and administrative expenses increased by $199 million, or 11%, to $2.0 billion in 2024 from $1.8 billion
in 2023. This increase was driven by higher compensation expense, increased investment in advertising and
higher information technology expense.
Depreciation and amortization expenses increased by $168 million, or 11%, to $1.7 billion in 2024 from
$1.5 billion in 2023.
Strategic Report
47
This increase was caused by:
• $117 million – 7.9% capacity increase in ALBDs
• $51 million – fleet enhancements and investments in shoreside assets
Europe Segment
Operating expenses increased by $336 million, or 7.6%, to $4.7 billion in 2024 from $4.4 billion in 2023.
This increase was caused by:
• $174 million – higher commissions, transportation costs, and other expenses driven by an
increase in the number of guests
• $92 million – 8.8 percentage point increase in occupancy
• $63 million – higher onboard and other cost of sales driven by higher onboard revenues
• $62 million – net unfavorable foreign currency translational impact
• $47 million – nonrecurrence of gains on sale of three Europe segment ships in 2023
These increases were partially offset by a $23 million change in pension valuation.
Selling and administrative expenses increased by $85 million, or 9.7%, to $961 million in 2024 from
$876 million in 2023.
Depreciation and amortization expenses increased by $8 million, or 1.2%, to $676 million in 2024 from
$668 million in 2023.
Operating Income
Our consolidated operating income increased by $1.6 billion to $3.6 billion in 2024 from $2.0 billion in
2023. Our NAA segment’s operating income increased by $879 million to $2.6 billion in 2024 from $1.8 billion
in 2023, and our Europe segment’s operating income increased by $747 million to $1.3 billion in 2024 from
$593 million in 2023. These changes were primarily due to the reasons discussed above.
Nonoperating Income (Expense)
Interest expense, net of capitalized interest, decreased by $311 million, or 15%, to $1.8 billion in 2024 from
$2.1 billion in 2023. The decrease was substantially all due to a decrease in total debt and lower average
interest rates.
Debt extinguishment and modification costs decreased by $32 million, or 28%, to $79 million in 2024 from
$111 million in 2023 as a result of debt transactions occurring during the respective periods.
Other income (expense), net increased by $157 million 211% to $83 million in 2024 from ($75) million in
2023. The increase primarily relates to a non-recurring favorable result related to litigation.
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, 2024, we had $4.2 billion of liquidity including $1.2 billion of cash and cash equivalents
and $2.9 billion of borrowings available under our multi-currency revolving credit facility (“Revolving
Facility”). In addition, we had $7.8 billion of undrawn export credit facilities to fund ship deliveries planned
through 2033. We will continue to pursue various opportunities to repay portions of our existing
indebtedness and refinance future debt maturities to extend maturity dates and reduce interest expense.
Refer to Note 5 — “Debt” of the DLC Financial Statements, Note 14 — “Debt and Interest Expense” within
the Carnival plc Group Financial Statements and “Funding Sources”below for additional details.
We had a working capital deficit of $8.2 billion as of November 30, 2024 compared to a working capital
deficit of $6.2 billion as of November 30, 2023. The increase in working capital deficit was caused by increases
in customer deposits and accrued liabilities and other and decreases in the current portion of long-term
debt, cash and cash equivalents and prepaid expenses and other. We operate with a substantial working capital
48
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 $6.4 billion and $6.1 billion of customer deposits as of November 30, 2024
and 2023. We have agreements with a number of credit card processors that transact customer deposits related
to our cruise vacations. Certain of these agreements allow the credit card processors to request, under
certain circumstances, that we provide a capped reserve fund in cash. As of November 30, 2024, we were
not required to maintain any reserve funds. In addition, we have a relatively low level of accounts receivable
and limited investment in inventories.
Sources and Uses of Cash
Operating Activities
Our business provided $5.9 billion of net cash flows from operating activities during 2024, an increase of
$1.6 billion, compared to $4.3 billion provided in 2023. This was caused by cash provided by the release of
$0.8 billion credit card reserve funds (included in the change in prepaid expenses and other assets) and our net
income position of $1.9 billion in 2024 compared to our net loss position of $74 million in 2023, partially
offset by a decrease in other working capital changes.
Investing Activities
During 2024, net cash used in investing activities was $4.5 billion. This was caused by:
• Capital expenditures of $4.6 billion primarily attributable to the delivery of two NAA segment ships,
one Europe segment ship and developments in our port destinations and exclusive islands
• Proceeds of $58 million primarily from the sale of an NAA segment ship
During 2023, net cash used in investing activities was $2.8 billion. This was driven by:
• Capital expenditures of $3.3 billion with the majority attributable to the delivery of one Europe
segment ship and one NAA segment ship
• Proceeds from sales of three Europe segment ships, one NAA segment ship and other totaling
$340 million
Financing Activities
During 2024, net cash used in financing activities of $2.6 billion was caused by:
• Repayments of $5.4 billion of long-term debt
• Debt issuance costs of $203 million
• Debt extinguishment costs of $41 million
• Issuances of $3.1 billion of long-term debt
During 2023, net cash used in financing activities of $5.1 billion was driven by:
• Repayments of $200 million of short-term borrowings
• Repayments of $5.9 billion of long-term debt and refinancing of $1.8 billion of long-term debt to
extend maturities
• Issuances of $3.0 billion of long-term debt
• Debt issuance costs of $131 million
• Debt extinguishment costs of $79 million
• Proceeds from issuance of $22 million of Carnival Corporation common stock and purchases of
$20 million of Carnival plc ordinary shares under our Stock Swap Program
Strategic Report
49
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)
2025
2026
2027
2028
2029
Thereafter
Total
Debt (a)
..........
$
2,969
$
3,991
$
6,016
$
9,534
$
4,706
$
6,495
$
33,712
Newbuild capital
expenditures (b) . . .
893
423
1,302
1,263
1,502
3,182
8,565
Total
............
$
3,862
$
4,414
$
7,318
$
10,797
$
6,208
$
9,677
$
42,277
(a)
Includes principal as well as estimated interest payments and does not include the impact of any future
possible refinancings. Excludes undrawn export credits.
(b)
As of November 30, 2024, we have undrawn export credit facilities of $7.8 billion which fund a portion
of our newbuild contractual commitments.
Funding Sources
As of November 30, 2024, we had $4.2 billion of liquidity including $1.2 billion of cash and cash equivalents
and $2.9 billion of borrowings available under our Revolving Facility. In addition, we had $7.8 billion of
undrawn export credit facilities to fund ship deliveries planned through 2033. We plan to use existing liquidity
and future cash flows from operations to fund our cash requirements including capital expenditures not
funded by our export credit facilities. We 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)
2025
2026
2027
2028
2029
Thereafter
Future export credit facilities at
November 30, 2024
..........
$
0.7 $
—$
1.2 $
1.2 $
1.6 $
3.1
Our export credit facilities contain various financial covenants as described in Note 5 — “Debt” within the
DLC Financial Statements and Note 14 — “Debt and Interest Expense” within the Carnival plc Group
Financial Statements. At November 30, 2024, 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 23 — “Fair Value Measurements and Derivative Instruments, Hedging Activities and Financial
Risks”within the Carnival plc Group Financial Statements.
Fuel Price Risks
Substantially all our exposure to market risk for changes in fuel prices relates to the consumption of fuel on
our ships.
Foreign Currency Exchange Rate Risks
Operational Currency Risks
Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional
currencies. Our operations also have revenue and expenses denominated in non-functional currencies.
Movements in foreign currency exchange rates will affect our consolidated financial statements.
50
Investment Currency Risks
The foreign currency exchange rates were as follows:
November 30,
2024
2023
USD to 1:
AUD
......................................................
$
0.65
$
0.66
CAD
......................................................
$
0.71
$
0.74
EUR
......................................................
$
1.06
$
1.10
GBP
......................................................
$
1.27
$
1.27
If the November 30, 2023 currency exchange rates had been used to translate our November 30, 2024
non-U.S. dollar functional currency operations’assets and liabilities (instead of the November 30, 2024 U.S.
dollar exchange rates), our total assets would have been higher by $468 million and our total liabilities
would have been higher by $408 million.
Newbuild Currency Risks
At November 30, 2024, our newbuild currency exchange rate risk primarily relates to euro-denominated
newbuild contract payments, which represent a total commitment of $8.6 billion and relate to newbuilds
scheduled to be delivered to non-euro functional currency brands. 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,
2024, the remaining cost of these ships would have a corresponding change of $86 million.
Interest Rate Risks
The composition of our debt, interest rate swaps and cross currency swaps was as follows:
November 30, 2024
Fixed rate
.....................................................
60%
EUR fixed rate
..................................................
23%
Floating rate
...................................................
7%
EUR floating rate
................................................
10%
At November 30, 2024, we had an interest rate swap that effectively changed $11 million of EURIBOR-
based floating rate euro debt to fixed rate euro debt. We also had interest rate swap agreements which
effectively changed $1.0 billion at November 30, 2024 of SOFR-based floating rate USD debt to fixed rate
USD debt. Based on a 100 basis point change in the market interest rates, our annual interest expense on
floating rate debt, including the effect of our interest rate swaps, will change by approximately $48 million.
Strategic Report
51
3.
Internal Control and Risk Assessment.
Management
Boards of Directors 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 privacy, including the Global Ethics
and Compliance function’s activities.
Note: The Boards of Directors Compensation and Nominating & Governance Committees are also responsible
for some 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.
52
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 2024 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 are the direct and indirect risks arising from climate change which
continue to evolve. To further address the evolving and emerging risks associated with climate change, we
created a Strategic Risk Evaluation (“SRE”) Committee to assist in identifying, monitoring and reviewing the
management of climate-related risks and opportunities. Refer to subsection “b.”of section XIX.
Sustainability and Environmental Impact on page 29 and Operational Risk Factor “d.”on page 56 for
additional details on how we manage risks arising from climate change.
4.
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. In addition to the risk factors below, additional or unforeseen effects from our
substantial debt balance incurred during the pause of our guest cruise operations could give rise to additional
risks or amplify many of the risks discussed below. 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
a.
Events and conditions around the world, including geopolitical uncertainty, war and other military actions,
pandemics, inflation, higher fuel prices, higher interest rates and other general concerns impacting the
ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant
negative impacts on our financial condition and operations.
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, increased
fuel prices, impact on demand for cruises to neighboring regions and international sanctions and other
Strategic Report
53
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 have developed robust health and safety protocols and mitigation strategies designed to prevent
the spread of disease on our ships
• 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 communication programs to help mitigate the impact of adverse publicity
• 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 and have the ability to change
itineraries to increase demand and/or to reduce fuel consumption
Key stakeholders considered:
• Communities we serve
• Team members
• Guests and travel agent partners
• Investors and lenders
b.
Incidents concerning our ships, guests or the cruise industry may negatively impact the satisfaction of our
guests and crew and lead to reputational damage.
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. 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 have developed robust health and safety protocols and mitigation strategies designed to prevent
the spread of disease on our ships
• We report health, environmental, safety and security incidents and take appropriate action, including
conducting investigations, to reduce the risk of recurrence
• We provide training to team members related to their job responsibilities to ensure understanding of
and compliance with our policies and procedures
• We utilize operational planning and compliance tools to reduce the risk of incidents
• We have appropriate policies that govern, encourage and reinforce the right behavior
• We have communication programs to help mitigate the impact of adverse publicity
54
• We promote a culture that encourages team members to speak up about concerns and opportunities
which are addressed appropriately
• We proactively gather and evaluate guest feedback and when concerns are raised, we listen and
address them appropriately
Key stakeholders considered:
• Team members
• Guests and travel agent partners
• Investors and lenders
c.
Changes in and non-compliance with laws and regulations under which we operate, such as those relating
to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-
corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and lead
to litigation, enforcement actions, fines, penalties and reputational damage.
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
accelerating 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, there is increased global
focus on climate change, which may lead to additional regulatory requirements. Refer to Operational Risk
Factor “d.”below for additional discussion on climate change regulation risks.
In the course of doing business, we collect guest, team member, company and other third-party data,
including personal and other sensitive data. 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 laws, 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. For example, the implementation of the OECD’s rules will
affect Carnival plc and its subsidiaries beginning in fiscal 2025 and Carnival Corporation and certain of its
subsidiaries beginning in fiscal 2026. The application of these rules continues to evolve, and its outcome may
alter our tax obligations in certain countries in which we operate. Refer to XVII. Taxation for additional
discussion on the OECD’s rules. Other changes in domestic and international tax rules and regulations and
their application could also alter our tax obligations.
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 have appropriate policies, standards and procedures that encourage and reinforce the right
behavior
• We provide training to team members 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 promote a culture that encourages team members to speak up about concerns and opportunities
which are addressed appropriately
Strategic Report
55
Key stakeholders considered:
• Communities we serve
• Investors and lenders
d.
Factors associated with climate change, including evolving and increasing regulations, increasing global
concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and
increasing frequency and/or severity of adverse weather conditions could have a material impact on our
business.
Growing concerns regarding climate change have resulted in increased global regulatory focus on GHG and
other emissions which have impacted us and may in the future have material impacts on our business.
Refer to XVIII. Governmental Regulations for additional discussion of recent developments related to
Maritime Regulations, Greenhouse Gas Emissions and EU Regulations. Fossil fuels are currently the only
viable option for our industry and it is not clear when alternative fuels or other technologies will be
commercially viable at scale. To provide a path to net zero emissions, alternative low GHG emission fuels
will be necessary for the maritime industry; however, there are significant supply challenges that must be
resolved before viability is reached. Climate change-related regulatory activity and developments that require
us to reduce our emissions, which includes both the EU regulations and IMO Strategy (refer to
XVIII. Governmental Regulations), have impacted us and may in the future have a material impact on our
business and financial results by requiring us to make capital investments in new equipment or technologies,
pay for emission allowances, purchase carbon offset credits, or otherwise incur additional costs or take
additional actions related to our emissions. Such activity has impacted and may continue to impact us
indirectly by increasing our operating costs, including fuel costs. Regulatory developments may also result
in the inability to operate ships that do not meet certain standards, the acceleration of the removal of less fuel-
efficient ships from our fleet and impact the resale value of our ships in the future. In addition, regulatory
developments may restrict or limit our access to certain destinations and/or countries or impact our freedom
to operate. Regulatory efforts, both internationally and in the U.S., are evolving, including the international
alignment of such efforts, and we cannot determine what final regulations will be enacted, modified, or
reversed or what their ultimate impact on our business will be.
Growing recognition among consumers globally of the negative effects of climate change and the impact of
GHG and other emissions may lead to material changes in consumer preferences. For instance, our guests
may choose a vacation option that they perceive as operating in a manner that is more sustainable for the
climate, seek alternative methods of travel, or reduce the amount and frequency of their travel. 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 of ship emissions while the ship is docked and at sea. At the same time, we may
also face negative impacts from consumers who do not support climate-related initiatives or concerns.
Environmental scrutiny of our operations and the industry from the investment community, other
stakeholders, and the media (including social media) have impacted and may continue to impact how we are
perceived, which may have a material impact on our operations and financial results. Certain climate-
related actions and investments we make today may not lead us to our intended future emissions related
goals or may not be favorably perceived in future years based on continuing evolving regulations and
perceptions around effective emissions mitigation strategies and technologies.
Our cruise ships, hotels, land tours, port and related commercial facilities and shore excursions have been
and may continue to be impacted by adverse weather patterns or other natural disasters, such as hurricanes,
earthquakes, floods, fires, tornadoes, tsunamis, typhoons and volcanic eruptions. Climate change is
expected to increase the frequency and intensity of certain adverse weather patterns, possibly making
certain destinations less desirable or impacting our business in other ways. We have been forced to, and in
the future may be forced to, alter itineraries or cancel a cruise or a series of cruises or tours due to these or
other types of disruptions. The physical climate-related risks to our business include increased hurricane/
typhoon intensity and frequency, increases in global temperatures and rising sea levels which may adversely
impact our shoreside facilities, our investments in ports or the availability or desirability of ports and
destinations in which we operate. 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.
56
Examples of how we manage and/or mitigate this risk:
• We continue to assess alternative lower GHG emission fuel options and technology and invest
strategically in energy efficiency improvements considering our financial modeling and analysis
• 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 team members related to their job responsibilities to ensure understanding of
and compliance with our policies and procedures
• We monitor weather conditions and have the ability to change our ship itineraries to avoid adverse
weather or regions impacted by adverse weather or in preparation of or response to significant climate
change impacts to particular regions
• We partner with organizations and stakeholders to help identify and support GHG emissions
reduction efforts
• Our CEO serves as our CCO and is responsible for the oversight of climate-related matters and
reports to the Boards of Directors
Key stakeholders considered:
• Communities we serve
• Team members
• Guests and travel agent partners
• Investors and lenders
e.
Inability to meet or achieve our targets, goals, aspirations, initiatives, and our public statements and
disclosures regarding them, including those related to sustainability matters, may expose us to risks that
may adversely impact our business.
We have developed and will continue to establish targets, goals, aspirations, and other objectives, including
those related to sustainability matters (“sustainability objectives”). These statements reflect our current plans
and do not constitute a guarantee that they will be achieved. Our efforts to research, establish, accomplish,
and accurately report on our sustainability objectives expose us to numerous operational, reputational,
financial, legal, and other risks, any of which could have a negative impact on our business. 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.
Our business may face increased scrutiny from our guests, our team members, the investment community,
governments, regulators, destinations and other stakeholders that we serve related to our sustainability
activities, including the sustainability objectives that we adopt, our methodologies and timelines for pursuing
them and our ability to document and support the achievement of those objectives, as their expectations
for such matters continue to evolve. If our sustainability practices do not meet, are adverse to, or are perceived
to fall short of, the expectations of our guests, team members, investors or other stakeholders, demand for
cruising, our reputation, our ability to attract or retain team members, and our attractiveness as an investment
could be negatively impacted. In addition, governments may restrict or limit our access to ports and
destinations for which there is high guest demand. Similarly, our pursuit, or our failure or perceived failure
to pursue, meet or fulfill our targets, goals, aspirations, and other objectives (including sustainability
objectives) within the timelines we announce, or at all, could have the same negative impacts as well as
expose us to government enforcement actions and private litigation.
Examples of how we manage and/or mitigate this risk:
• We continue to make investments in technology related to our sustainability initiatives
• We provide training to team members related to their job responsibilities to ensure understanding of
and compliance with our policies and procedures
• We incentivize meeting our targets and goals (including our sustainability objectives) through
compensation
• We have HESS policies in place that govern our approach to sustainability
Strategic Report
57
• We partner with organizations and stakeholders to help identify and support GHG emissions
reduction efforts
• We develop financial forecasts and continuously monitor our financial performance in order to make
timely strategic decisions
• We promote a culture that encourages team members to speak up about concerns and opportunities
which are addressed appropriately
• We proactively gather and evaluate guest feedback and when concerns are raised, we listen and
address them appropriately
Key stakeholders considered:
• Communities we serve
• Guests and travel agent partners
• Investors and lenders
f.
Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our
principal offices, information technology operations and system networks and failure to keep pace with
developments in technology have adversely impacted and may in the future materially adversely impact our
business operations, the satisfaction of our guests and crew and may lead to fines, penalties and
reputational damage.
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, generative artificial intelligence
(“AI”) impersonation, targeted and coordinated attacks of our systems or as a result of other attacks, have
led to and may continue to lead to disruptions in our business operations; unauthorized access to (or the loss
of company access to) competitively sensitive, confidential or other critical data (including sensitive
financial, medical or other personal or business information) or systems; loss of customers; financial losses;
regulatory investigations, enforcement actions, fines and penalties; litigation; reputational damage; and
misuse or corruption of critical data and proprietary information, any of which could be material.
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, or a
failure, disruption or obsolescence in the technology that we do adopt, could have adverse effects on our
business.
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 team members to ensure understanding of and compliance with our policies,
standards and procedures related to data security, data privacy and disaster recovery
• 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
58
• 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
g.
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, diverse team members. We may not be successful in recruiting,
developing or retaining key or other highly qualified team members. In addition, high-GHG emission
industries may become a less attractive employment opportunity. At times we have, and may in the future
continue to, experience difficulty in hiring sufficient qualified team members, due to general macroeconomic
factors and/or increasingly competitive labor markets.
In addition, we hire a significant number of qualified shipboard team members each year and, thus, our
ability to adequately recruit, develop and retain these individuals is important to our success. 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
• 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
h.
Increases in fuel prices, 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 climate-induced regulations, supply disruptions and related
infrastructure needs, which make it difficult to predict the future price and availability of fuel. The supply
and availability of different fuel types in various markets in which we operate have experienced increased
volatility and have led to increased fuel prices and reduced profitability. 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
price of fuel, have in the past and may in the future increase our guests’overall vacation costs and reduce
demand for cruises, as many of our guests depend on airlines to transport them to or from the airports near
the ports where our cruises embark and disembark. Refer to Operational Risk Factor “d.”for additional
discussion on the impact of climate change and regulation changes on fuel costs.
Strategic Report
59
Examples of how we manage and/or mitigate this risk:
• We manage fuel 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 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 LNG ships have the capability to run on MGO and LNG, including fossil, biofuel and, when
available, synthetic versions of those fuels
• 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
i.
We rely on suppliers who are integral to the operations of our businesses. These suppliers and service
providers may be unable to deliver on their commitments, which could negatively impact our business.
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
j.
Fluctuations in foreign currency exchange rates may adversely impact our financial results.
We earn revenues, pay expenses, purchase and own assets and incur liabilities in currencies other than the
U.S. dollar. Additionally, our shipbuilding contracts are typically denominated in euros. Movements in foreign
currency exchange rates, which at times have been more volatile, will affect our financial results.
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
60
• 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
k.
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.
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
l.
Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may
adversely impact our business operations and the satisfaction of our guests.
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
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
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61
• We ensure access and priority for ship repairs as part owners and part of the governance teams of
two shipyards
• 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
Financial Risk Factors
a.
We require a significant amount of cash to service our debt and sustain our operations. Our ability to
generate cash depends on many factors, including those beyond our control, and we may not be able to
generate cash required to service our debt and sustain our operations.
Our ability to meet our debt service obligations, refinance our debt or sustain our business needs and
operations 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, which if
unsuccessful, would negatively impact the occupancy levels and pricing of our cruises. Our future performance
is also impacted by general macroeconomic, financial, geopolitical, competitive, regulatory and other
factors beyond our control such as inflation, higher fuel prices, higher taxes and higher interest rates. If we
cannot generate sufficient cash to meet our debt service obligations or fund our other business needs, we may,
among other things, need to refinance our debt, obtain additional financing, delay planned capital
expenditures or sell assets. We cannot make assurances that we will be able to generate sufficient cash
through any of the foregoing. If we are not able to refinance our debt, obtain additional financing or sell
assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect
to our debt. Refer to Liquidity, Financial Condition and Capital Resources.
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
• We have suspended the payment of dividends on, and the repurchase of, Carnival Corporation
common stock and Carnival plc ordinary shares
Key stakeholders considered:
• Investors and lenders
b.
Our substantial debt could adversely affect our financial health and operating flexibility.
We have a substantial amount of debt, significant debt service obligations and related covenant restrictions.
Despite our leverage, we may incur more debt, subject to certain restrictions, in the future. Our substantial
debt has had and could continue to have important negative consequences for us. Our substantial debt could,
among other things:
• require us to dedicate a large portion of our cash flow from operations to servicing debt and funding
repayments on our debt, thereby reducing the availability of our cash flow to fund working capital,
capital expenditures and other general corporate purposes;
• increase our vulnerability to adverse general economic or industry conditions;
• limit our flexibility in planning for, or reacting to, changes in our business or the industry in which
we operate;
• limit our ability to pay dividends or distributions on or redeem or repurchase stock and make other
restricted payments;
62
• place us at a disadvantage compared to others that have less debt;
• make us more vulnerable to downturns in our business, the economy or the industry in which we
operate;
• limit our ability to raise additional debt or equity capital in the future to satisfy our requirements
relating to working capital, capital expenditures, development projects, strategic initiatives or other
purposes;
• restrict us from introducing new technologies or exploiting business opportunities;
• make it difficult for us to satisfy our obligations with respect to our debt; and
• expose us to the risk of increased interest rates as certain of our borrowings are (and may be in the
future) at a variable rate of interest.
Certain of our indebtedness accrues interest at variable rates, which subjects us to interest rate volatility
with respect to such instruments and could cause our debt service obligations to increase significantly. If we
breach the covenants or restrictions in our debt instruments, we could trigger a default under the terms of
certain of our debt instruments. If that occurs, we may be required to seek covenant amendments or the
relevant creditors could elect to declare the debt, together with accrued and unpaid interest and other fees, if
any, immediately due and payable (or cancel any unfunded commitments, if applicable) and proceed
against the collateral, if any, securing that debt. 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.
Examples of how we manage and/or mitigate this risk:
• 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
• In the past, we have accessed capital through various equity offerings
• We actively manage our debt portfolio and use interest rate swap agreements to manage the risk of
increasing interest rates
• We monitor our covenant compliance and would seek to obtain relevant financial covenant
amendments or waivers, if needed
• We are actively paying down our debt balance to strengthen our balance sheet and reduce interest
expense and refinancing risks
Key stakeholders considered:
• Investors and lenders
5.
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.
Strategic Report
63
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, 2024. In determining that going concern is not a critical judgement, the Boards of Directors
have considered:
• As of November 30, 2024, $4.2 billion of liquidity including $1.2 billion of cash and cash equivalents
and $2.9 billion available under our Revolving Facility (utilizable through August 2027). 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, with nearly two thirds of 2025 expected bookings already
made. Our payment terms generally require an initial deposit to confirm a reservation, with the balance
due prior to the voyage. We had total customer deposits of $6.4 billion as of November 30, 2024.
• Continued improved operating results, generating $6.1 billion of adjusted EBITDA in 2024, with
continued growth expected in 2025
• Available export credit facility of $0.7 billion to fund a 2025 ship delivery
• Known financial commitments including debt maturities of approximately $1.5 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
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
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
In performing their viability assessment, the Boards of Directors have considered that Carnival Corporation &
plc continues to have a substantial debt balance incurred during the pause in guest cruise operations and
requires a significant amount of liquidity or cash provided by operating activities to service its debt. Since
its peak in January 2023, the company has reduced its debt by over $8 billion. In addition, 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.
Management has identified the ability to access capital markets, when or if needed, including its ability to
refinance future debt maturities, including the Revolving Facility which matures in August 2027, as a critical
64
assumption as part of its viability assessment (“base case”). 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.
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, 2024.
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 have identified the ability to access capital markets, when or if needed, including
its ability to refinance future debt maturities as a critical assumption in performing 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.
6.
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 29 to 39 of this report.
Strategic Report
65
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 – 39
• Health,
Environmental,
Safety, Security and
Sustainability
Corporate Policy
Annex A Page A-8
• Mitigation of
Principal and
Emerging risks
(Operational Risk
Factors: c, d, e, f)
Pages 55 – 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 Controls
and Risk Assessment
Page 52
• Committees of the
Boards Annex C
Page C-5
• Culture surveys
Annex C Page C-17
• Hotline for
Reporting Concerns
Annex C Page C-19
• Ethics and
Compliance Page 12
• Health,
Environmental,
Safety, Security and
Sustainability Policy
Annex A Page A-8
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 Page 11
• XIX. Sustainability
and Environmental
Impact: 2030 Good
Health and Well-
Being Goals Page 22;
2030 Inclusion and
Belonging Goals
Page 24
• Workforce
Engagement
Annex C Page C-14
• Mitigation of
Principal and
Emerging risks
(Operational Risk
Factors: b, c, d, f, g,
h) Pages 54 – 59
• 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
66
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
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 12
• XIX. Sustainability
and Environmental
Impact: 2030 Good
Health and Well-
Being Goals Page 22
• Corporate and Social
Responsibility
Annex A Page A-8
• Mitigation of
Principal and
Emerging risks
(Operational Risk
Factors: c, g) Page 55
and Page 59
• Maintain our
commitment to
promote and foster
human rights
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 24
• Corporate and Social
Responsibility
Annex A Page A-8
• Investing in Our
Communities Proxy
Statement Page 8
• Mitigation of
Principal and
Emerging risks
(Operational Risk
Factors: b, c, d, e, f, i,
l) Pages 54 – 60
• 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
Strategic Report
67
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
Anti-bribery
and anti-
corruption
• Speak up Policy
• Code of Business
Conduct and
Ethics
• Business Partner
Code of Conduct
• Anticorruption
Policy and
Guidelines*
• Governmental
Regulations Page 15
• Executive Officers
and Corporate
Governance Page 42
• Ethics and
Compliance Page 12
• Hotline for
Reporting Concerns
Annex C Page C-19
• Mitigation of
Principal and
Emerging risks
(Operational Risk
Factor: c) Page 55
• 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, Vision, Values and
Priorities Page 2
• Our Global Cruise Business Page 5
Non-financial key performance
indicators
• Summary of our Environmental Impact
Page 27
• Business Review Statistical Information
Page 44
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.
7.
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 2024. 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 53 for additional discussion of our risks and key stakeholder considerations.
During 2024, 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 climate change,
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:
68
• 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 2024, the Directors and executive management had
particular regard to our long-term success and remained focused on our financial fitness. We are determined
to drive revenue, operate effectively and efficiently at scale, generate record levels of cash from operations and
invest our capital wisely. We believe this will allow us to responsibly reduce our debt over time, improve our
return on invested capital as well as return to investment-grade leverage metrics.
The Directors also believe that planning for succession is an important function that will impact our
long-term success. We continually strive to foster the professional development of executive management
and team members. As a result, we have developed a very experienced and strong group of leaders, with their
performance subject to ongoing monitoring and evaluation, as potential successors to our executive
management, including our CEO.
Refer to:
• II. Purpose & Mission, Vision, Values and Priorities on page 2
• XIV. Human Capital Management and Employees on page 11
• XIX. Sustainability and Environmental Impact on page 20
• Item 5. Going Concern Confirmation and Viability Statement on page 63
b) the interests of our team members
We celebrate our diverse 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 Culture Essentials, which are the key actions and behaviors we encourage and reinforce to further
strengthen our culture. We have a Cross Brand Culture Survey program featuring a common survey
focused on our Culture Essentials for all of our shipboard and shoreside team members. This comprehensive
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 where appropriate. 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, values, mission and vision. As part of that role, in 2024 the Directors received and reviewed
reports on the progress of our Culture Essentials. Further, in 2024 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, Vision, Values and Priorities on page 2
• XIV. Human Capital Management and Employees on page 11
• XV. Ethics and Compliance on page 12
Strategic Report
69
• Employees and Workforce Engagement in Annex C — Carnival plc Corporate Governance Report
of the Proxy Statement on page C-14
• Key Decisions Made by the Directors During the Year on page 73
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
guest loyalty and satisfaction, with a focus on continuous improvement. We closely monitor our net promoter
scores, which reflect the likelihood that our guests will recommend our brands’cruise products and
services to friends and family, including those new-to-cruise. 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 our executive management with invaluable information necessary to inform important strategic
decisions regarding our product offerings. The Directors also receive reports regarding our NPS results, guest
research and our executive management’s related actions. To reward loyal and repeat guests, substantially
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 2024, we held a variety of trainings
and educational programs to continue to support and develop our travel agent partners, including ship visits
to familiarize our travel agent partners with our products and services. 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 have also established a Responsible and
Sustainable Sourcing Policy (“RSSP”) that builds on existing policies, such as our Business Partner Code of
Conduct, and our human rights and environmental policies. RSSP establishes a framework that helps us
monitor compliance with our standards and helps our business partners, including suppliers, meet our
requirements for compliance and progress towards industry best practices. It is designed to ensure that our
sourcing practices align with our values of social responsibility and environmental stewardship. RSSP
addresses labor, environmental, business ethics, management systems and health and safety risks. It also
covers sustainability priorities such as sustainable food ingredients, animal welfare and sustainable shore
excursions.
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.
70
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, Vision, Values and Priorities on page 2
• XI. Marketing Activities on page 10
• XII. Sales Channels on page 10
• XIII. Suppliers on page 10
• XVIII. Government Regulations on page 15
• Key Decisions Made by the Directors During the Year on page 73
d) the impact of our operations on the community and the environment
Achieving our purpose & mission depends on being good corporate citizens and stewards of the environment.
Safeguarding the planet we call home, our guests, the communities we serve, and our Carnival family, and
complying with the laws and regulations that govern our business, is vital to our success.
The HESS Committees assists the Directors in monitoring our health, environmental, safety, security and
sustainability policies, programs and initiatives, and compliance with related legal and regulatory requirements.
Our President, Chief Executive Officer and Chief Climate 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 goals which focused on advancing six critical
sustainability areas — climate action; circular economy; sustainable tourism; good health and well-being;
inclusion and belonging; and biodiversity and conservation. In 2023, we accelerated our 2030 GHG intensity
reduction goal by four years to 2026 relative to our 2019 baseline. In 2024, we reduced our GHG emission
intensity on a lower berth distance basis by 17% and on an ALBD basis by 17% relative to our 2019 baseline.
Relative to 2008, our GHG emissions per ALBD have been reduced by 41% while our capacity has grown
by 62%.
We are working to further reduce our absolute GHG emissions. We reduced our absolute GHG emissions
from ship fuel by approximately 11% as compared to our peak year of 2011 despite capacity growth of nearly
37% over the same period. Additionally, we are pursuing our aspiration of net zero emissions by 2050,
aligned with the revised 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 6 ships. The certified biofuels used offer
environmental benefits compared to using fossil fuels alone through their lifecycle GHG reductions. These
biofuels can be used in existing ship engines without modifications to the engine or fuel infrastructure,
including on ships already in service. 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, our defined goals and targets are set based on feasible,
achievable, and available pathways. The Directors continue to believe our scale will support our effort to
lead the industry in climate action.
Refer to:
• II. Purpose & Mission, Vision, Values and Priorities on page 2
• XIX. Sustainability and Environmental Impact on page 20
• Key Decisions Made by the Directors During the Year on page 73
Strategic Report
71
e) the desirability of maintaining a reputation for high standards of business conduct
The health, safety and well-being of our people and the planet are vital to the reputation of our business.
We choose to take decisive actions to respect and protect every life we touch, the places we sail and the laws
that govern us. Achieving our purpose & mission depends on being good corporate citizens and stewards
of the environment. Safeguarding the planet we call home, our guests, the communities we serve, and our
Carnival family, and complying with the laws and regulations that govern our business, is vital to our success.
The Directors and executive management acknowledge their responsibility for setting and monitoring the
culture, 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 Culture Essentials, which 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, Vision, Values and Priorities on page 2
• XV. Ethics and Compliance on page 12
• XIX. Sustainability and Environmental Impact on page 20
• I. Executive Officers and Corporate Governance on page 42
• Annex A — Carnival plc Directors’ Report of the Proxy Statement: Corporate and Social
Responsibility on page A-8
• Annex C — Carnival plc Corporate Governance Report of the Proxy Statement: Workforce
Engagement on page C-14
f) the need to act fairly between our members
It is critical that both existing and potential investors understand our strategy. During 2024, 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, Vision, Values and Priorities on page 2
• Annex C — Carnival plc Corporate Governance Report of the Proxy Statement: Relations with
Shareholders on page C-13
72
Key Decisions Made by the Directors During the Year
Newbuild Ship Orders
During 2024, executive management recommended and the Directors approved a decision to place orders
for five new ships scheduled for delivery through 2033 for our Carnival Cruise Line brand, subject to acceptable
export credit financing for each ship. This decision marked our first ship order in five years. Executive
management and the Directors determined the new ship orders for Carnival Cruise Line were in the best
interest of our long-term success and would optimize our overall financial performance.
In making this decision, executive management and the Directors reviewed our entire fleet by brand, the
current and projected average ship age of the existing fleet, potential replacement requirements for ships that
will leave our fleet in the future, financial performance of our highest performing brands and the strong
demand we have seen in booking trends. Based on that review, executive management and our Directors
determined that certain of our brands need additional capacity to satisfy their strong and growing demand.
As part of the process, executive management and the chair of the Boards of Directors regularly engaged
with the shipyards through in-person meetings. Our strategic relationship with the shipyards is paramount to
our success given the limited number of shipyards with the capability and capacity to build cruise ships.
While at the shipyards, they discussed timing and price of potential newbuilds as well as shipyard capacity.
Given the long lead time to build ships, it was vital that orders for 2027 and 2028 be placed during 2024.
Placing orders for ships to be delivered in 2029 and beyond provided additional certainty for our newbuild
pipeline. Given the importance of our strategic relationship with the shipyards, members of the Boards of
Directors have previously visited the shipyard with which one order was placed.
These orders follow through on our measured capacity growth strategy and allow for further future
newbuild orders, to be allocated to brands that most need the capacity to satisfy outsized demand. Prior to
these orders, our orderbook for newbuilds was at its lowest in decades.
With only one to two ships scheduled for delivery per year over the next several years, executive management
and the Directors have taken a responsible capital approach that will support utilizing our future substantial
free cash flow to strategically improve our balance sheet by significantly reducing our leverage levels over
time.
Section 172 considerations:
Long-term success, Guests and Suppliers
Key stakeholders considered:
Investors and Lenders and Guests
Strategic Report
73
Celebration Key
Celebration Key, our new exclusive cruise port destination on Grand Bahama Island, is scheduled to
welcome guests beginning in the summer of 2025. During 2024, executive management recommended, and
the Directors approved a pier extension for Celebration Key. The extension will increase the capacity of
Celebration Key by providing the ability to accommodate up to four cruise ships simultaneously. The
extension is expected to be completed in the fall of 2026. The decision to expand the capacity of this strategic
exclusive destination is consistent with our overall strategy to increase capacity of our highest returning
brand to meet its outsized demand.
Executive management and the Directors determined the pier extension was in the best interest of our
long-term success, providing unique guest experiences at a strategic exclusive island destination. The
extension allows us to implement growth plans and build voyage itineraries with certainty, signaling to the
local community how important this development is to us and the future of the island. The Directors and
executive management considered various factors in making the decision to expand the pier in Celebration
Key including:
• The overall guest experience with expansive space, abundant attractions and offering guests a
uniquely Bahamian experience with many exciting features and amenities, driving demand for our
cruises in a growing Caribbean cruise market
• Optimizing existing destination development and leveraging construction resources to save on
additional mobilization costs
• Its strategic location including its proximity to south Florida and the Caribbean will support our
efforts to design more energy efficient itineraries and will assist in achieving our sustainability goals
• Its larger impact on the local community, supporting the future prosperity of The Bahamas with a
significant economic impact and driving substantial growth in Bahamian employment, while working
closely with the Bahamian officials and community leaders.
• Its commitment to sustainable partnerships, providing opportunities for local suppliers.
Section 172 considerations:
Long-term success, Impact on community and the environment and Guests and
travel agent partners
Key stakeholders considered
: Communities we serve, Guests and travel agent partners, and 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, 2025
74
INTRODUCTORY NOTE TO THE CARNIVAL PLC IFRS FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
The Carnival plc consolidated Group IFRS Financial Statements on pages 75 - 113 and standalone
parent company Financial Statements on pages 114 to 128 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
75
GROUP STATEMENTS OF INCOME
(in millions, except per share data)
Years Ended November 30, | |||
Notes | 2024 | 2023 | |
Revenues | |||
Passenger ticket ........................... | $ | $ | |
Onboard and related ....................... | |||
3 | |||
Operating Expenses (Income) | |||
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 ........................... | |||
Cruise and tour operating expenses ............. | |||
Selling and administrative .................... | 3 | ||
Depreciation and amortisation ................ | 3 | ||
Operating Income | |||
Nonoperating Income (Expense) | |||
Interest income ........................... | |||
Income (loss) from investments in associates ....... | ( | ||
Interest expense ........................... | ( | ( | |
Other income (expense), net .................. | 4 | ( | |
( | ( | ||
Income Before Income Taxes .................... | |||
Income Tax Benefit, Net ....................... | 5 | ||
Net Income ................................ | $ | $ | |
Earnings Per Share | |||
Basic .................................. | 6 | $ | $ |
Diluted ................................. | 6 | $ | $ |
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, | ||
2024 | 2023 | |
Net Income ............................................ | $ | $ |
Other Comprehensive Income | ||
Items that will not be reclassified through the Statements of Income | ||
Remeasurements of post-employment benefit obligations ........ | ( | |
Items that may be reclassified through the Statements of Income | ||
Foreign currency translation ............................ | ( | |
Net losses on cash flow hedges ........................... | ( | |
( | ||
Other Comprehensive Income (Loss) .......................... | ( | |
Total Comprehensive Income ................................ | $ | $ |
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 BALANCE SHEETS
(in millions)
November 30, | |||
Notes | 2024 | 2023 | |
ASSETS | |||
Current Assets | |||
Cash and cash equivalents ................................ | 7 | $ | $ |
Trade and other receivables, net ............................. | 8 | ||
Inventories ......................................... | 9 | ||
Prepaid expenses and related ............................... | |||
Amount owed from the Carnival Corporation group ................. | |||
Total current assets ................................... | |||
Non-Current Assets | |||
Property and equipment, net ............................... | 10 | ||
Right-of-use assets, net .................................. | 11 | ||
Investments in associates ................................. | 12 | ||
Emission allowances .................................... | |||
Other assets ......................................... | 13 | ||
Total non-current assets ................................ | |||
$ | $ | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
Current Liabilities | |||
Current portion of long-term debt ........................... | 14 | $ | $ |
Current portion of lease liabilities ............................ | 11 | ||
Accounts payable ..................................... | |||
Accrued liabilities and related .............................. | 15 | ||
Customer deposits ..................................... | 16 | ||
Amount owed to the Carnival Corporation group .................. | 24 | ||
Total current liabilities ................................. | |||
Non-Current Liabilities | |||
Long-term debt ...................................... | 14 | ||
Long-term lease liabilities ................................ | 11 | ||
Provisions .......................................... | 22 | ||
Other long-term liabilities ................................ | 17 | ||
Total non-current liabilities .............................. | |||
Shareholders’ Equity | |||
Share capital ........................................ | 18 | ||
Share premium ....................................... | |||
Retained earnings ..................................... | |||
Other reserves ....................................... | ( | ( | |
Total shareholders’ equity ............................... | |||
$ | $ | ||
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 24, 2025 and signed on their behalf by
Micky Arison
Josh Weinstein
Chair of the Boards of Directors
January 27, 2025
President, Chief Executive Officer and Chief Climate Officer
and Director
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 | 2024 | 2023 | |
OPERATING ACTIVITIES | |||
Income before income taxes ...................... | $ | $ | |
Adjustments to reconcile income before income taxes to net | |||
cash provided by (used in) operating activities | |||
Depreciation and amortisation ................... | 3 | ||
Impairment reversals ......................... | 10 | ( | ( |
Share-based compensation ..................... | 20 | ||
Interest expense, net ......................... | |||
(Income) loss from investments in associates .......... | ( | ||
Unrealized foreign currency exchange (gain) loss ....... | ( | ||
Gain on sales of ships ........................ | ( | ( | |
Greenhouse gas regulatory expense ................ | |||
Other ................................... | |||
Changes in operating assets and liabilities | |||
Receivables ............................... | ( | ||
Inventories ............................... | ( | ||
Purchase of emission allowances .................. | ( | ||
Prepaid expenses and other assets ................. | ( | ||
Accounts payable ........................... | ( | ||
Accrued liabilities, other and provisions ............. | |||
Customer deposits .......................... | |||
Cash provided by (used in) operations before interest, debt | |||
issuance costs and income taxes .................. | |||
Interest received ............................ | |||
Interest paid .............................. | ( | ( | |
Debt issuance costs paid ....................... | ( | ( | |
Income tax benefit received (paid), net .............. | ( | ( | |
Net cash provided by (used in) operating activities ..... | |||
INVESTING ACTIVITIES | |||
Purchases of property and equipment .............. | 3 | ( | ( |
Proceeds from sales of ships .................... | |||
Advances to Carnival Corporation group, net ......... | ( | ||
Refunds of investments held in trust ............... | |||
Net cash provided by (used in) investing activities ..... | ( | ( | |
FINANCING ACTIVITIES | |||
Payments (to)/from Carnival Corporation group, net ..... | ( | ||
Principal repayments of long-term debt ............. | ( | ( | |
Proceeds from issuance of long-term debt ............ | |||
Lease liabilities principal payments ................ | ( | ( | |
Net cash provided by (used in) financing activities ..... | ( | ||
Effect of exchange rate changes on cash and cash | |||
equivalents ............................... | ( | ||
Net increase (decrease) in cash and cash equivalents .... | ( | ||
Cash and cash equivalents at beginning of year .......... | |||
Cash and cash equivalents at end of year ........... | $ | $ | |
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 CHANGES IN SHAREHOLDERS’ EQUITY
(in millions)
Reserves | |||||||||||
Total | |||||||||||
Cash | shareholders’ | ||||||||||
Share | Share | Retained | Translation | flow | Treasury | Other | Merger | (deficit) | |||
capital | premium | earnings | reserve | hedges | shares | reserves | reserve | Total | equity | ||
At November 30, 2022 .... | $ $ | $ | $ | ( | $ ( | $ | $ ( | $ ( | |||
Comprehensive income | |||||||||||
(loss) | |||||||||||
Net income ........ | |||||||||||
Foreign currency | |||||||||||
translation ....... | |||||||||||
Net (losses) gains on cash | |||||||||||
flow derivative | |||||||||||
hedges .......... | ( | ( | ( | ||||||||
Remeasurements of | |||||||||||
post-employment | |||||||||||
benefit obligations ... | ( | ( | |||||||||
Total comprehensive | |||||||||||
income (loss) ...... | ( | ||||||||||
Issuance of ordinary share | |||||||||||
capital .......... | |||||||||||
Issuance of treasury | |||||||||||
shares for vested | |||||||||||
share-based awards . . . | ( | ||||||||||
Other, net (a) ....... | ( | ||||||||||
At November 30, 2023 .... | ( | ( | ( | ||||||||
Comprehensive income | |||||||||||
(loss) | |||||||||||
Net income ........ | |||||||||||
Foreign currency | |||||||||||
translation ....... | ( | ( | ( | ||||||||
Remeasurements of | |||||||||||
post-employment | |||||||||||
benefit obligations ... | |||||||||||
Total comprehensive | |||||||||||
income (loss) ...... | ( | ( | |||||||||
Issuance of treasury | |||||||||||
shares for vested | |||||||||||
share-based awards . . . | ( | ||||||||||
Other, net (a) ....... | |||||||||||
At .... | $ $ | $ | $ | ( | $ ( | $ | $ ( | $ | |||
(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
80
CARNIVAL PLC
NOTES TO GROUP FINANCIAL STATEMENTS
Description of Business
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.”
Cunard, Holland America Line, P&O Cruises (Australia), P&O Cruises (UK), Princess Cruises, and
Seabourn.
In June 2024, we announced that we will sunset the P&O Cruises (Australia) brand and fold its Australia
operations into Carnival Cruise Line in March 2025.
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
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
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
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
The preparation of these financial statements in conformity with IFRS as adopted in the UK requires
management to make judgements, estimates and assumptions that affect the application of policies and
reported and disclosed amounts in these financial statements. These judgments, estimates and assumptions
are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous
In preparing these financial statements, management has considered the expected impacts of climate change
and the steps necessary to achieve Carnival Corporation & plc’s sustainability 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 of future cash flows used in the valuation of ships (refer to Note 10 — “Property and
Equipment”)
• 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, some of which may replace existing ships in its fleet, 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
Key judgements, estimates and underlying assumptions 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. The 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. The significant estimates
for the year ended 2024 were as follows:
Area | Significant Estimates | Reference (a) |
Ship Residual Value | Determination of ship residual | Note 10 — “Property and |
values | Equipment” | |
Valuation of ships | Net yields assumption, used in | Note 10 — “Property and |
determination of recoverable value | Equipment” | |
of one of our CGUs |
(a)
Further details, together with sensitivities for significant estimates, where appropriate and practicable,
are included within the references in the table.
The significant judgement for the year ended 2024 was as follows:
Area | Significant Judgement | Reference (a) |
State economic benefits recognition | Determination of recognition of | Note 22 — “Contingencies” |
benefit received |
(a)
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
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
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-
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 capitalising 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.
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 environment and climate change. 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 for reasonableness at the period end or whenever events or circumstances significantly
change.
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.
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
Where an assessment is performed at the individual ship level, the fair value is typically estimated based
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
Substantially all of our leases for which we are the lessee are leases of ships, 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
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 22 — “Contingencies” for additional
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)
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,
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 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.
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
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
We became subject to the EU Emissions Trading System (“ETS”) on January 1, 2024, which includes a three-
year phase-in period. The ETS regulates emissions through a “cap and trade”principle, where a cap is set
on the total amount of certain emissions that can be emitted and requires us to procure emission allowances
for certain emissions inside EU waters (as defined in the ETS). Emission allowances are recorded at cost
and are included in prepaid expenses and other or other assets. 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-
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,
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
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 costs and expenses of a voyage are recognized as cruise
costs and 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 costs 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 costs of these services are included in transportation
costs. The proceeds that we collect from the sales of third-party shore excursions are included in onboard
and related revenues and the related costs are included in onboard and related costs. 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
Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior
to the voyage. Cash received from guests in advance of the cruise is recorded in customer deposits and in other
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 $82 million and $75 million as of
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
Selling expenses include a broad range of advertising, marketing and promotional expenses. Advertising is
charged to expenses as incurred. Selling expenses totalled $395 million in 2024 and $377 million in 2023.
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
We recognize compensation expense for all, 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 estimate compensation cost based on the probability
of the performance condition being achieved and recognize expense ratably using the straight-line
attribution method over the expected vesting period. 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
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 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
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
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
are the taxes payable on the taxable income for the year, applying current rates and any adjustments in respect
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.
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 group
(balance is a payable from Carnival plc) or an investing activity from Carnival plc to Carnival Corporation
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. These amendments are required to be adopted by us beginning December 1, 2024 and must
be applied retrospectively. The adoption of this guidance will not have an 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
titled
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. These amendments are required to be adopted by us beginning December 1, 2024. The
adoption of this guidance will not have an impact on our consolidated financial statements.
The IASB has issued amendments to the standard, IAS 21,
The Effects of Changes in Foreign Exchange
Rates
titled
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 the following standards and amendments that have not been adopted in the UK:
• Amendments to IFRS 9,
Financial Instruments
and IFRS 7,
Financial Instruments: Disclosures —
Amendments to the Classification and Measurement of Financial Instruments
(effective date January 1,
2026)
.
• 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).
We are currently evaluating the impact these will have on our consolidated financial statements and related
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 President, Chief Executive Officer and Chief Climate Officer of Carnival
Corporation and Carnival plc assesses performance and makes decisions to allocate resources for Carnival
Corporation & plc based upon review of the 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 characteristics, including geographic guest sourcing. Carnival Corporation & plc has
four reportable segments comprised of (1) North America and Australia cruise operations (“NAA”),
(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 | ||||||
Operating | Selling and | and | income | Capital | Total | ||
(in millions) | Revenues | expenses | administrative | amortisation | (loss) | expenditures | assets |
2024 | |||||||
NAA .............. | $ 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 (a) ........ | (15,609) | (9,323) | (2,140) | (1,878) | (2,268) | (3,571) | (34,637) |
Carnival plc – U.S. | |||||||
GAAP vs IFRS | |||||||
differences (b) ...... | — | (387) | (12) | 79 | 321 | — | (825) |
Carnival plc – IFRS ..... | $ 9,413 $ | 5,928 | $ 1,100 | $ 758 | $ 1,627 | $ 1,056 | $ 13,594 |
2023 | |||||||
NAA .............. | $ 14,588 $ | 9,587 | $ 1,753 | $ 1,495 | $ 1,752 | $ 1,932 | $ 28,547 |
Europe ............. | 6,535 | 4,398 | 876 | 668 | 593 | 1,161 | 16,524 |
Cruise Support ........ | 206 | 127 | 294 | 184 | (399) | 179 | 3,667 |
Tour and Other ........ | 265 | 205 | 27 | 23 | 11 | 12 | 382 |
Carnival Corporation & | |||||||
plc – U.S. GAAP ..... | 21,593 | 14,317 | 2,950 | 2,370 | 1,956 | 3,284 | 49,120 |
Carnival | |||||||
Corporation – U.S. | |||||||
GAAP (a) ........ | (13,612) | (8,667) | (1,939) | (1,674) | (1,332) | (2,075) | (33,348) |
Carnival plc – U.S. | |||||||
GAAP vs IFRS | |||||||
differences (b) ...... | — | (142) | (11) | 24 | 129 | — | (1,084) |
Carnival plc – IFRS ..... | $ 7,982 $ | 5,508 | $ 1,000 | $ 721 | $ 753 | $ 1,209 | $ 14,689 |
(a)
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.
(b)
The U.S. GAAP vs IFRS accounting differences primarily relate to differences in the carrying value of
ships and resulting depreciation expense, lease accounting and pension accounting.
Revenue by geographic areas, which are based on where our guests are sourced, were as follows:
Years Ended November 30, | ||
(in millions) | 2024 | 2023 |
Europe .................................................. | $ 6,794 | $ 5,878 |
North America ............................................ | 729 | 574 |
Australia ................................................. | 1,156 | 933 |
Other ................................................... | 734 | 597 |
$ 9,413 | $ 7,982 | |
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
90
Years Ended November 30, | ||
(in millions) | 2024 | 2023 |
Realized and unrealized foreign currency exchange gains (losses), net ....... | $ 140 | $ (164) |
Loss on exit of investment in associates (a) ......................... | — | (21) |
Other ................................................... | 1 | (10) |
Other income (expense), net ................................... | $ 142 | $ (195) |
(a)
Refer to Note 12 — “Investments in Associates.”
Years Ended November 30, | ||
(in millions) | 2024 | 2023 |
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 ............................................ | $ 2 | $ 2 |
Non-audit service fees paid to the auditors relating to other services was $0.1 million in 2024 (immaterial in
Years Ended November 30, | ||
(in millions) | 2024 | 2023 |
Current taxes ............................................. | $ (13) | $ (34) |
Deferred taxes ............................................. | 17 | 36 |
Income tax benefit, net ....................................... | $ 4 | $ 2 |
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 and Alaska net operating losses.
The Group had gross deferred tax assets of $366 million at November 30, 2024 ($345 million at November 30,
2023) related to net operating losses and disallowed interest expense. Substantially all of these deferred tax
assets were unrecognized and the majority do not expire.
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) | 2024 | 2023 |
Income before income taxes ................................... | $ 1,491 | $ 246 |
Notional tax expense at UK standard tax rate (25% in 2024 and 23% in | ||
2023) .................................................. | (373) | (57) |
Effect of Italian and UK tonnage tax ............................. | 372 | 61 |
Impact of different tax rates in foreign tax jurisdictions ................ | 7 | (8) |
Movement in deferred tax ..................................... | (14) | 20 |
Other ................................................... | 11 | (14) |
$ 4 | $ 2 | |
A summary of our principal taxes and exemptions in the jurisdictions where our significant operations are
located is as follows:
Cunard, P&O Cruises (UK) and P&O Cruises (Australia) are divisions of Carnival plc and have elected to
enter the UK tonnage tax regime under a rolling ten-year term and, accordingly, reapply every year.
Companies to which the tonnage tax regime applies pay corporation taxes on profits calculated by reference
to the net tonnage of qualifying ships. 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.
P&O Cruises (Australia) and all of the other cruise ships operated internationally by Carnival plc for the
cruise segment of the Australian vacation region are exempt from Australian corporation tax by virtue of the
UK/Australian income tax treaty.
Italian and German Income Tax
In December 2024, the European Commission formally approved the Italian tonnage tax rules for 10 years.
In 2025, Costa and AIDA will elect to remain in the Italian tonnage tax regime through 2034. Companies to
which the tonnage tax regime applies pay corporation taxes on shipping profits calculated by reference to
the net tonnage of qualifying ships.
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. source transportation income earned by Carnival plc and its subsidiaries qualifies
for exemption from U.S. federal income tax under applicable bilateral U.S. income tax treaties.
Other
The Organization for Economic Co-operation and Development (“OECD”) issued Model Rules for
implementation of a 15% minimum tax for multinational enterprises as part of its initiative intended to
address the tax challenges arising from globalization. Subject to certain requirements, the OECD Model Rules
provide an exclusion for international shipping income. The implementation of these rules will affect
Carnival plc and its subsidiaries beginning in fiscal 2025. We expect Carnival plc and its subsidiaries will be
eligible for the international shipping income exclusion based on their current structure. We do not expect the
application of these rules to have a material impact to Carnival plc and its subsidiaries.
We adopted the amendments to IAS 12 for the first time in the current year. The IASB amends the scope of
IAS 12 to clarify that the Standard applies to income taxes arising from tax law enacted or substantively
enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements
qualified domestic minimum top-up taxes described in those rules. The amendments introduce a temporary
exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would neither
recognize nor disclose information about deferred tax assets and liabilities related to Pillar Two income
taxes. We have applied this exception and the adoption of this guidance 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, 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
Years Ended November 30, |
||
(in millions, except per share data) |
2024 |
2023 |
Net income for basic and diluted earnings per share ................... |
$ 1,495 |
$ 248 |
Weighted-average shares outstanding ............................. |
187 |
187 |
Dilutive effect of equity awards ................................. |
1 |
1 |
Diluted weighted-average shares outstanding ....................... |
188 |
187 |
Basic earnings per share ...................................... |
$ 7.97 |
$ 1.33 |
Diluted earnings per share .................................... |
$ 7.93 |
$ 1.32 |
November 30, |
||
(in millions) |
2024 |
2023 |
Cash ................................................... |
$ 168 |
$ 987 |
Cash equivalents (a) ......................................... |
229 |
376 |
$ 397 |
$ 1,363 |
|
(a)
Comprised of money market funds.
Principally all material cash balances are held with financial institutions that are investment A grade rated
November 30, |
||
(in millions) |
2024 |
2023 |
Trade ................................................... |
$ 210 |
$ 224 |
VAT, income taxes and other ................................... |
77 |
79 |
$ 287 |
$ 303 |
|
November 30, | ||
(in millions) | 2024 | 2023 |
Current ................................................. | $ 176 | $ 187 |
1 to 30 days ............................................... | 19 | 24 |
31 days and thereafter ....................................... | 30 | 27 |
225 | 238 | |
Allowance for expected credit losses .............................. | (16) | (14) |
$ 210 | $ 224 | |
Carnival plc
Financial Statements
93
November 30, | ||
(in millions) | 2024 | 2023 |
Food, beverages and hotel supplies, net ........................... | $ 117 | $ 133 |
Fuel .................................................... | 59 | 74 |
Other ................................................... | 47 | 35 |
$ 223 | $ 241 | |
Other | |||
Ships and | property | ||
ship | and | ||
(in millions) | improvements | equipment | Total |
Cost | |||
At November 30, 2022 .............................. | $ 19,858 | $ 1,549 | $ 21,407 |
Exchange movements ............................. | 1,071 | 45 | 1,116 |
Additions ..................................... | 1,130 | 77 | 1,207 |
Disposals ..................................... | (4,666) | (61) | (4,727) |
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 |
Accumulated depreciation | |||
At November 30, 2022 .............................. | $ (6,991) | $ (947) | $ (7,938) |
Exchange movements ............................. | (376) | (28) | (404) |
Depreciation ................................... | (536) | (82) | (619) |
Disposals ..................................... | 1,356 | 59 | 1,415 |
Impairment reversals ............................. | 23 | — | 23 |
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) |
Net book value | |||
At November 30, 2023 ............................ | $ 10,868 | $ 612 | $ 11,480 |
At November 30, 2024 ............................ | $ 10,489 | $ 628 | $ 11,117 |
At November 30, 2024, the cost of assets under construction, which are included in the above table, totalled
$218 million ($432 million at November 30, 2023).
Capitalized interest amounted to $9 million in 2024 ($15 million in 2023). The interest capitalisation rate is
based on the weighted-average interest rates applicable to borrowings within the DLC during each period.
During 2024 and 2023, the average capitalisation rate was 6.2%.
Ship Sales
During 2024, we completed the sale of one NAA segment ship, which represents a passenger-capacity
reduction of 2,000 berths. We will continue to operate this ship under a bareboat charter agreement through
February 2025.
Refer to Note 21 — “Related Party Transactions”for details of ship sales to the Carnival Corporation
group.
Valuation of Ships
We review our long-lived assets for impairment whenever events or circumstances indicate potential
impairment. 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. This was determined
based on the agreed sales price of the ships to Carnival Corporation, which is in line with the expected
recoverable amount based on their value in use.
Additionally, we determined an impairment trigger had occurred for one of our Europe segment CGUs.
Accordingly, we performed an impairment assessment for the ships of this CGU and determined there was
no impairment. In 2023, as a result of updated expectations relating to one of our European segment ships, we
recognized an impairment reversal of $23 million.
Significant Estimate — Determination of ship residual values
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 environment and climate change. 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 for reasonableness at period end or whenever events or circumstances significantly change.
During the pause of our guest cruise operations, we disposed of ships for amounts significantly below their
book values. Management estimates that this trend will continue to normalize in the coming years.
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
2
emissions intensity by 2030 compared
to 2008. The EU has also proposed several regulations that will likely impact the cost of fossil fuels and
has recently adopted the inclusion of maritime shipping in the ETS. We have established Climate Action
Goals, which include a GHG intensity reduction goal of 20% by 2030 from the 2019 baseline and we are
pursuing our aspiration of net zero emissions by 2050. Given a 30-year estimated useful life for our ships, our
most recently delivered vessels’lives will extend beyond this 2050 date. To provide a path to net zero
emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there
are significant supply challenges that must be resolved before viability is reached. We are closely monitoring
technology developments and partnering with organizations on research and development to support our
sustainability goals and aspirations. Our fleet’s engines are capable of being modified for use with certain
alternative fuels and we have completed tests on the use of marine biofuel blends on certain ships in our fleet.
In addition, and in support of our Climate Action Goals, we invest in technologies, including the use of
LNG powered cruise ships, the installation of Advanced Air Quality Systems on board our ships to aid in
the reduction of sulfur emissions, the use of shore power, enabling ships to use shoreside electric power where
available while in port and various other efficiency related upgrades intended to reduce our emissions. It is
uncertain how proposed and possible future regulatory changes related to the environment and climate change
and our aspiration of net zero emissions by 2050, may impact our ships’useful lives and residual values
and the impact is dependent on future regulatory actions and technological advances. As of November 30,
2024, the Directors concluded that there were no changes in our ship useful lives and residual value estimates.
The Directors considered, if materially different conditions existed, or if there was a material change in the
assumption of ship residual values, then depreciation expense, loss on retirement of ship components and net
book value of ships would be materially different. The Directors concluded that ships’useful lives was not
considered a significant estimate in 2024.
Our 2024 ship depreciation expense would have increased by approximately $78 million assuming
management had estimated its ships to have no residual value.
Significant Estimate — Net yields assumption, used in determination of recoverable value of one of our CGUs
We have identified the net yields assumption (cruise revenues net of our most variable costs on a per
ALBD basis) as a significant estimate used in the determination of the recoverable value of one of our
Europe segment CGUs in 2024. Our discounted cash flow analysis estimated continued improvement in net
yields on a per ALBD basis through 2026, which is consistent with our current booking patterns and with
future years consistent with long-term inflation estimates. The determination of the fair value of our CGUs
includes numerous estimates and underlying assumptions that are subject to various risks and uncertainties.
We believe we have made reasonable estimates and judgements as part of our assessments.
We performed a quantitative sensitivity analysis as of November 30, 2024 to determine the effect of changes
in the net yields assumption and modeled a 25% decrease in the expected improvement for each of 2025
The balance sheet shows the following amounts:
November 30, | ||
(in millions) | 2024 | 2023 |
Right-of-use assets (a) | ||
Ships (b) ............................................... | $ 233 | $ 337 |
Port facilities ............................................ | 144 | 164 |
Real estate .............................................. | 105 | 105 |
Other ................................................. | 18 | 17 |
$ 500 | $ 623 | |
Lease liabilities | ||
Current ................................................ | $ 131 | $ 134 |
Non-current ............................................ | 408 | 518 |
$ 539 | $ 652 | |
(a)
During 2024 and 2023, we obtained $21 million and $424 million of right-of-use assets in exchange for
new and amended lease liabilities.
(b)
During 2023, Carnival plc entered into sale and leaseback transactions for three ships with related
parties. Refer to Note 21 — “Related Party Transactions”for additional details.
The Statements of Income include the following amounts:
Year Ended November 30, | ||
(in millions) | 2024 | 2023 |
Depreciation charge for right-of-use assets | ||
Ships (a) ............................................... | $ 105 | $ 62 |
Port facilities ............................................ | 23 | 22 |
Real estate .............................................. | 14 | 14 |
Other ................................................. | 2 | 2 |
$ 145 | $ 100 | |
Interest expense ............................................ | $ 46 | $ 45 |
Short-term lease expense (b) ................................... | $ 102 | $ 74 |
Variable lease expense not included in the measurement of lease liabilities ... | $ 94 | $ 30 |
Gain arising from sale and leaseback transactions (a) .................. | $ — | $ 115 |
(a)
During 2023, Carnival plc entered into sale and leaseback transactions for three ships with related
parties. Refer to Note 21 — “Related Party Transactions”for additional details.
(b)
Related to ships leased from Carnival Corporation and its subsidiaries
The cash outflow for leases was materially consistent with lease expense recognized during 2024 and 2023.
Refer to Note 24 — “Supplemental Cash Flow Information”for more details.
Refer to Note 23 — “Fair Value Measurements and Derivative Instruments, Hedging Activities and
We have a 45% noncontrolling interest in the White Pass & Yukon Route (“White Pass”) that includes port,
railroad and retail operations in Skagway, Alaska. White Pass provided an immaterial amount of services
to Carnival Corporation & plc in 2024 and 2023. As of November 30, 2024, our investment in White Pass was
$58 million, consisting of $26 million in equity and a loan of $32 million. As of November 30, 2023, our
investment in White Pass was $53 million, consisting of $21 million in equity and a loan of $32 million.
Carnival Cruise Shipping Limited, a China-based cruise company (“Adora Cruises”), and recognized
In addition, the Group holds other immaterial investments in associates for a total carrying value of
$38 million and $32 million as of November 30, 2024 and November 30, 2023 for a total investments in
November 30, | ||
(in millions) | 2024 | 2023 |
Long-term deposits ......................................... | $ — | 108 |
VAT receivables ............................................ | 57 | 68 |
Debt issuance costs (a) ....................................... | 25 | 35 |
Post-employment benefits ..................................... | 9 | 11 |
Other long-term assets and other receivables ........................ | 97 | 103 |
$ 188 | $ 324 | |
(a)
Carnival plc
Financial Statements
97
November 30, | ||||
(in millions) | Maturity | Rate (a) | 2024 | 2023 |
Unsecured Subsidiary Guaranteed | ||||
Loans | ||||
EUR floating rate (b) (c) .......... | Apr 2025 | EURIBOR + 3.3% | $ 211 $ | 678 |
Export Credit Facilities | ||||
Fixed rate .................... | Dec 2032 | 2.7% | 461 | 515 |
EUR floating rate .............. | Mar 2025 – Nov 2034 EURIBOR + 0.2 – 0.7% | 1,897 | 2,221 | |
EUR fixed rate ................ | Feb 2031 – Apr 2036 | 1.1 – 4.0% | 4,347 | 3,323 |
Total Unsecured Subsidiary | ||||
Guaranteed ................ | 6,915 | 6,737 | ||
Unsecured Notes (No Subsidiary | ||||
Guarantee) | ||||
EUR Notes ................... | Oct 2029 | 1.0% | 633 | 659 |
Total Unsecured Notes (No | ||||
Subsidiary Guarantee) ........ | 633 | 659 | ||
Total Debt .................... | 7,548 | 7,396 | ||
Less: unamortized debt issuance costs | ||||
and discounts ................ | (355) | (322) | ||
Plus: debt modification loss ........ | — | 8 | ||
Total Debt, net of unamortized debt | ||||
issuance costs, discounts and debt | ||||
modification loss .............. | 7,194 | 7,082 | ||
Less: current portion of long-term | ||||
debt ...................... | (925) | (1,040) | ||
Long-Term Debt, net of unamortized | ||||
debt issuance costs, discounts and | ||||
debt modification loss ........... | $ 6,269 $ | 6,043 | ||
(a)
The reference rates for all of our variable debt have 0.0% floors.
(b)
The maturity of the principal amount of $211 million was extended from April 2024 to April 2025.
(c)
During 2024, we prepaid the Euro floating rate loan due 2026.
As of November 30, 2024, the scheduled maturities of our debt are as follows:
(in millions) | Principal |
Year | Payments |
2025 ................................................................ | $ 925 |
2026 ................................................................ | 703 |
2027 ................................................................ | 703 |
2028 ................................................................ | 703 |
2029 ................................................................ | 1,337 |
Thereafter ........................................................... | 3,176 |
Total ............................................................... | $ 7,548 |
As of November 30, 2023, the scheduled maturities of our debt are as follows:
(in millions) | Principal |
Year | Payments |
2024 ................................................................ | $ 1,035 |
2025 ................................................................ | 791 |
2026 ................................................................ | 688 |
2027 ................................................................ | 597 |
2028 ................................................................ | 597 |
Thereafter ........................................................... | 3,688 |
Total ............................................................... | $ 7,396 |
Refer to Note 24 — “Supplemental Cash Flow Information”for movements in Debt.
Export Credit Facility Borrowings
During 2024, we borrowed $1.6 billion under export credit facilities due in semi-annual installments
through 2036, ($830 million under export credit facilities due in semi-annual installments through 2035 in
2023). As of November 30, 2024, the net book value of the Carnival plc vessels subject to negative pledges was
$4.0 billion.
Revolving Facility
As of November 30, 2024, Carnival Holdings (Bermuda) II Ltd (“Carnival Holdings II”), a subsidiary of
Carnival Corporation, had $2.9 billion available for borrowing under Carnival Corporation & plc’s Revolving
Facility. Carnival Corporation & plc may continue to borrow or otherwise utilize available amounts under
its Revolving Facility through August 2027, subject to the satisfaction of the conditions in the facility.
Borrowings under the Revolving Facility bear interest at a rate of term SOFR, in relation to any loan in
U.S. dollars, EURIBOR, in relation to any loan in euros, or daily compounding SONIA, in relation to any
loan in sterling, plus a margin based on the long-term credit ratings of Carnival Corporation. This facility also
includes an emissions linked margin adjustment whereby, after the initial applicable margin is set per the
margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual
GHG emissions goals. In addition, we are required to pay certain fees on the aggregate unused commitments
under the Revolving Facility.
In connection with the Revolving Facility, Carnival plc sold one unencumbered vessel to Carnival Holdings II.
The vessel continues to be operated under one of the Carnival plc brands. Carnival Holdings II does not
guarantee our other outstanding debt. Refer to Note 21 “Related Party Transactions”for additional
information.
The secured debt of Carnival Corporation & plc is secured on either a first or second-priority basis,
depending on the instrument, by certain collateral of Carnival Corporation & plc, which includes vessels
and certain assets related to those vessels and material intellectual property. The net book value of Carnival
plc’s vessels and certain assets related to those vessels which form part of the Carnival Corporation & plc
Covenant Compliance
As of November 30, 2024, Carnival Corporation & plc’s Revolving Facility, unsecured loans and export
credit facilities contain certain covenants listed below:
• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as
defined in the agreements) at a ratio of not less than 2.0 to 1.0 for each testing date occurring from
November 30, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and
November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026
testing date onwards and as applicable through their respective maturity dates
• For certain unsecured loans and export credit facilities, maintain minimum issued capital and
consolidated reserves (as defined in the agreements) of $5.0 billion
• Limit its debt to capital (as defined in the agreements) percentage to a percentage not to exceed 65%
• Maintain minimum liquidity of $1.5 billion
• Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating
if we reach an investment grade credit rating in accordance with the agreement governing the Revolving
Facility)
• Limit the amounts of our secured assets as well as secured and other indebtedness
At November 30, 2024, Carnival Corporation & plc was in compliance with the applicable covenants under
its debt agreements. Generally, if an event of default under any debt agreement occurs, then, pursuant to
cross-default and/or cross-acceleration clauses therein, substantially all of its outstanding debt and derivative
contract payables could become due, and its debt and derivative contracts could be terminated. Any
financial covenant amendment may lead to increased costs, increased interest rates, additional restrictive
covenants and other available lender protections that would be applicable.
Modifications
During 2024 and 2023, we recognized a gain on modification of debt of $4 million and $8 million as part of
interest expense in the accompanying Group Statements of Income. Our interest expense is primarily
November 30, | ||
(in millions) | 2024 | 2023 |
Compensation and benefits .................................... | $ 281 | $ 202 |
Taxes .................................................... | 74 | 66 |
Interest .................................................. | 69 | 69 |
Port fees .................................................. | 56 | 55 |
Emission obligations ......................................... | 34 | — |
Other .................................................... | 207 | 231 |
$ 720 | $ 622 | |
We had total customer deposits of $2.5 billion and $2.4 billion as of November 30, 2024 and 2023. During
2024 and 2023, we recognized revenues of $2.1 billion and $1.5 billion related to our customer deposits as of
November 30, 2023 and 2022. Our customer deposits balance changes due to the seasonal nature of cash
collections, which typically results from higher ticket prices and occupancy levels during the third quarter, the
November 30, | ||
(in millions) | 2024 | 2023 |
Customer deposits .......................................... | $ 162 | $ 119 |
Income tax uncertainty reserve .................................. | 20 | 74 |
Deferred income taxes ........................................ | — | 5 |
Post-employment benefits ..................................... | 21 | 31 |
Other long-term liabilities ..................................... | 47 | 51 |
$ 249 | $ 280 | |
Number of | Share | |
(in millions) | Shares | Capital |
At November 30, 2022 ........................................ | 217 | $ 361 |
Ordinary shares issued and fully paid ............................. | — | — |
At November 30, 2023 ........................................ | 217 | 361 |
Ordinary shares issued and fully paid ............................. | — | — |
At November 30, 2024 ........................................ | 217 | $ 361 |
There were 29.7 million shares held as treasury stock at November 30, 2024 (30.6 million shares were held
as treasury stock at November 30, 2023).
At November 30, 2024 there were 11.7 million ordinary shares at $1.66 each of Carnival plc (12.4 million at
November 30, 2023) authorized for future issuance under its employee equity settled incentive and benefit
plans.
The Group merger reserve arose from the difference between the book value and the fair value of certain
businesses sold to Carnival Corporation during 2004 as part of the DLC corporate restructuring, which was
Employee Benefit Plans
The Group is a contributing employer to three defined benefit pension plans: the P&O Princess Cruises
(UK) Pension Scheme (“Company’s UK Plan”), the multiemployer Merchant Navy Officers Pension Fund
(“MNOPF”) and the multiemployer Merchant Navy Ratings Pension Fund (“MNRPF”). The multiemployer
plans are maintained for the benefit of the employees of the participating employers who make contributions
to the plans. The risks of participating in these multiemployer plans are different from single-employer
plans, including:
• Contributions made by employers, including us, may be used to provide benefits to employees of
other participating employers
• If any of the participating employers were to withdraw from the multiemployer plans or fail to make
their required contributions, any unfunded obligations would be the responsibility of the remaining
participating employers
We are contractually obligated to make all required contributions as determined by the plans’trustees. All
of our multiemployer plans are closed to new membership and future benefit accrual.
The defined benefit plans are formally valued triennially by external qualified actuaries as required by the
applicable UK regulations.
The Company’s UK Plan’s assets are managed on behalf of the trustee by independent fund managers. The
Company’s UK Plan is closed to new membership and to future benefit accrual. Based on the most recent
triennial valuation of the Company’s UK Plan at March 31, 2022, it was determined that this plan was 100%
funded. The escrow account previously required due to underfunding has now been released.
The MNOPF is a funded defined benefit multiemployer plan in which British officers employed by
companies within the Group have participated and continue to participate. The MNOPF is divided into two
sections, the “Old Section”and the “New Section”, each of which covers a different group of participants.
The Old Section covers predecessor employers’ officers employed prior to 1978 and is fully funded. In
December 2012, the fund’s trustee completed a buy-in of the Old Section liabilities with a third-party insurer,
whereby the insurer will pay the officers’pension liabilities as they become due. Therefore, we have no
further obligation to fund this Section.
The New Section is accounted for as a defined benefit plan. Based on the most recent triennial valuation of
the New Section at March 31, 2024, it was determined that this plan was 100% funded.
The MNRPF is also a defined benefit multiemployer pension plan available to certain of P&O Cruises
(UK)’s shipboard British personnel. Based on the most recent triennial valuation at March 31, 2023, it was
determined that this plan was 85% funded and the deficits are to be recovered through funding contributions
from participating employers. Our share of the deficit was confirmed as $3 million, which was paid in
2024.
The Group is aware of the UK High Court ruling in June 2023 in the case between Virgin Media Limited
and NTL Pension Trustees II Limited which determined that certain historic amendments to defined pension
scheme rules were void unless accompanied by actuarial confirmation. The legal ruling was subsequently
upheld by the UK Court of Appeal in July 2024.
The Group, together with the trustee of each defined benefit pension plan, is in the process of assessing the
impact of the ruling. In relation to the Company’s UK Plan and MNRPF, we are considering the validity
and impact of any rule amendments within the relevant period. In respect of the MNOPF, the trustees are
continuing to review the outcome of the ruling and the wider implications for this plan. As of November 30,
2024, no adjustments have been made in connection with this ruling.
The recorded long-term assets (liabilities) on the Balance Sheets for the Company’s UK Plan, the Group’s
share of the MNOPF New Section and the MNRPF and other post-employment benefit liabilities were as
follows:
November 30, | ||
(in millions) | 2024 | 2023 |
Employee benefit plans’ assets (deficits) .............................. | $ 9 | $ 3 |
Other post-employment benefit liabilities ............................. | (21) | (23) |
$ (12) | $ (20) | |
The employee benefit plans’information provided below relates to the Company’s UK Plan, the Group’s
share of the MNOPF New Section and the MNRPF.
The pension liabilities for accounting purposes were calculated by the Group’s qualified external actuary.
The principal assumptions used were as follows:
Company’s | MNOPF | |||||
UK Plan (%) | New Section (%) | MNRPF (%) | ||||
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
Discount rates ............... | 5.2 | 4.3 | 5.2 | 4.4 | 5.2 | 4.4 |
Expected rates of salary increases . . | 2.9 | 2.9 | n/a | n/a | n/a | n/a |
Pension increases | ||||||
Deferment ................ | 2.9 | 2.9 | 2.9 | 2.9 | 2.9 | 2.9 |
Payment .................. | 2.8 | 2.8 | 3.1 | 3.1 | 3.1 | 3.1 |
Inflation ................... | 3.3 | 3.3 | 3.3 | 3.3 | 3.3 | 3.3 |
Assumptions regarding future mortality experience are set based on the Self-Administered Pension Schemes
tables for the “base”mortality tables. The weighted-average life expectancy in years of a 65-year old
pensioner on the balance sheet dates was as follows:
November 30, | ||
2024 | 2023 | |
Male ....................................................... | 21.0 | 21.0 |
Female ..................................................... | 23.7 | 23.6 |
The weighted-average post-retirement life expectancy in years of a 45-year old future pensioner retiring at
age 65 was as follows:
November 30, | ||
2024 | 2023 | |
Male ....................................................... | 22.3 | 22.3 |
Female ..................................................... | 25.1 | 25.1 |
The amounts recognized in the Balance Sheets for these plans were determined as follows:
November 30, | ||
(in millions) | 2024 | 2023 |
Present value of obligations ...................................... | $ (381) | $ (382) |
Fair value of plans’ assets ....................................... | 395 | 388 |
Net assets (liabilities) before restriction on assets ....................... | 14 | 6 |
Restriction on assets ........................................... | (5) | (3) |
Net assets (liabilities) recognized in the Balance Sheets ................... | $ 9 | $ 3 |
The amounts recognized in the Statements of Income for these plans were as follows:
November 30, | ||
(in millions) | 2024 | 2023 |
Service cost ................................................. | $ — | $ — |
Interest cost on defined benefit obligation ............................ | 19 | 17 |
Interest income on plans’ assets ................................... | (19) | (18) |
Net interest on defined benefit liability .............................. | — | (2) |
Administrative expenses ......................................... | 3 | 2 |
Cost recognized in the Statements of Income .......................... | $ 3 | $ 1 |
We do not expect to make contributions into the Company’s UK Plan or the MNOPF Plan during 2025.
The weighted average duration of the defined benefit obligation of all employee benefit plans is 12 years.
Estimated future benefit payments to be made during each of the next five fiscal years and in the aggregate
during the succeeding five fiscal years for all employee benefit plans are as follows:
(in millions) | |
2025 ................................................................ | $ 23 |
2026 ................................................................ | $ 24 |
2027 ................................................................ | $ 24 |
2028 ................................................................ | $ 24 |
2029 ................................................................ | $ 25 |
2030 – 2034 ........................................................... | $ 136 |
Analysis of the movements in the Balance Sheet assets (liabilities) for these plans was as follows:
November 30, | ||
(in millions) | 2024 | 2023 |
Net assets (liabilities) at December 1, ................................ | $ 3 | $ 18 |
Expenses (see above) ........................................... | (3) | (1) |
Amounts recognized in the Statements of Comprehensive Income ........... | 6 | (16) |
Employer contributions ......................................... | 3 | 1 |
Exchange movements .......................................... | — | 1 |
Net assets (liabilities) at November 30, ............................... | $ 9 | $ 3 |
The cumulative losses recognized in the Statements of Changes in Shareholders’Equity at November 30,
2024 for these plans were $16 million ($22 million at November 30, 2023).
Changes in the present value of defined benefit obligations for these plans were as follows:
November 30, | ||
(in millions) | 2024 | 2023 |
Present value of obligations at December 1, ........................... | $ (382) | $ (379) |
Past service costs .............................................. | — | — |
Interest cost ................................................. | (19) | (17) |
Benefits paid ................................................ | 25 | 22 |
Administrative expenses ......................................... | (3) | (2) |
Gain (loss) due to experience ..................................... | 3 | (3) |
Gain (loss) due to changes in financial assumptions ..................... | 1 | 35 |
Gain (loss) due to changes in demographic assumptions .................. | 1 | 7 |
Gain (loss) due to changes in share ................................. | (7) | (23) |
Exchange movements .......................................... | — | (22) |
Present value of obligations at November 30, .......................... | $ (381) | $ (382) |
The defined benefit plans expose the Group to actuarial risks, such as longevity risk, interest rate risk,
inflation risk and market (investment) risk, including currency risk.
The sensitivity of the plans’liabilities to reasonable changes in certain key assumptions were as follows:
• 0.5% reduction in the discount rate results in an increase of $22 million
• 0.5% increase in inflation rate results in an increase of $11 million
• 1 year increase in life expectancy would result in an increase of $12 million
Changes in the fair value of these plans’ assets were as follows:
November 30, | ||
(in millions) | 2024 | 2023 |
Fair value of plans’ assets at December 1, ............................ | $ 388 | $ 412 |
Interest income on plans’ assets ................................... | 19 | 18 |
Return (loss) on plans’ assets greater than discount rate ................... | 4 | (69) |
Employer contributions ......................................... | 3 | 1 |
Benefits paid ................................................ | (25) | (22) |
Administrative expenses ......................................... | — | — |
Gain (loss) due to a change in share ................................ | 7 | 24 |
Exchange movements .......................................... | (1) | 24 |
Fair value of plans’assets at November 30, ........................... | $ 395 | $ 388 |
The actual gains (losses) on these plans’ assets in 2024 were $23 million (($51) million in 2023).
These plans’ assets were comprised as follows:
November 30, | ||||
(in millions, except percentages) | 2024 | 2023 | ||
Equities ................................... | $ 33 | 8% | $ 36 | 9% |
Corporate bonds ............................ | 36 | 9% | 45 | 12% |
Liability matching investments ................... | 326 | 83% | 307 | 79% |
$ 395 | 100% | $ 388 | 100% | |
Restriction on assets (a) ....................... | (5) | (3) | ||
$ 390 | $ 385 | |||
(a)
These assets are restricted in line with the trustee agreements of the two multiemployer schemes, with
any gain not being a claimable benefit to participating employers.
Our net pension balance represents substantially all of our funded employee benefit plans.
The Group has several defined contribution plans available to its employees. During 2024, the Group
The average number of our employees, which excludes shipboard employees who are on leave, was as
follows:
Years Ended November 30, | ||
2024 | 2023 | |
Shore employees .......................................... | 7,748 | 7,531 |
Shipboard employees ....................................... | 35,171 | 35,328 |
42,919 | 42,859 | |
The aggregate payroll and related expenses included in both cruise operating expenses and selling and
administrative expenses were as follows:
Years Ended November 30, | ||
(in millions) | 2024 | 2023 |
Salaries, wages and benefits ................................... | $ 1,316 | $ 1,241 |
Social security and payroll taxes ............................... | 80 | 73 |
Post-employment benefits .................................... | 24 | 21 |
Share-based compensation ................................... | 10 | 8 |
$ 1,430 | $ 1,342 | |
Carnival Corporation & Carnival plc operate as if they are a single economic enterprise with a single senior
executive management team and identical Boards of Directors (“Key Management”). These individuals
have the responsibility and authority for controlling, directing and planning Carnival Corporation and
Carnival plc’s activities. Except for some share-based compensation and some fees for UK-based services, the
majority of Key Management’s remuneration was borne by other companies within the DLC and is
included in the consolidated financial statements of Carnival Corporation & plc. No recharge is made to
the Group and given our structure, it is not possible to make an accurate apportionment in respect of the
emoluments directly attributable to the Group. Details of the Group’s Directors’ remuneration and share-
based compensation are disclosed in the Carnival plc Directors’ Remuneration Report and any relevant
transactions are given in the “Related Person Transactions”section. Additional disclosures of related
party transactions are discussed in Note 1 — “General, DLC Arrangement”and Note 21 — “Related Party
Transactions.”The aggregate compensation for our Key Management includes amounts paid by both
Carnival Corporation and Carnival plc and was as follows:
Years Ended November 30, | ||
(in millions) | 2024 | 2023 |
Fees ................................................... | $ 1 | $ 1 |
Non-equity incentive plan compensation ......................... | 37 | 9 |
Salaries and benefits ....................................... | 6 | 6 |
Total short-term employment benefits ........................... | 44 | 17 |
Share-based compensation ................................... | 16 | 18 |
$ 60 | $ 35 | |
Equity Plans
We issue our share-based compensation awards, which at November 30, 2024 included time-based share
awards (restricted stock awards and restricted stock units) and performance-based share awards (restricted
stock units) (collectively “equity awards”) under the Carnival plc stock plan. Equity awards are principally
granted to management level employees and members of our Boards of Directors. The plan is administered
by a committee of independent directors (the “Committee”) that determines which employees are eligible to
participate, the monetary value or number of shares for which equity awards are to be granted and the
amounts that may be exercised or sold within a specified term. We had an aggregate of 2.7 million shares
available for future grant at November 30, 2024. We fulfill our equity award obligations using shares purchased
in the open market or with unissued or treasury shares. Our equity awards generally vest over a three-year
period, subject to earlier vesting under certain conditions.
The Group granted 1,281,333 equity awards at a weighted-average price of £11.08 in 2024 (1,630,913 equity
Carnival plc
Financial Statements
105
of 4,240 berths, for $699 million. During 2023, we sold three ships to subsidiaries of Carnival Corporation
which were subsequently leased back to Carnival plc and one ship to Carnival Corporation, which in total
represents a passenger-capacity reduction of 18,330 berths for total sales proceeds of $3.4 billion. The amounts
owed from the Carnival Corporation group in connection with these non-cash transactions reduced the
payable owed by Carnival plc to the Carnival Corporation group. All amounts owed to/from the Carnival
During 2023, Carnival Corporation purchased one ordinary share of Carnival plc for $1 billion, which is non-
voting while it is owned by Carnival Corporation. This is a non-cash transaction where the amount owed
from Carnival Corporation was offset against the amount owed by Carnival plc to the Carnival Corporation
group. All amounts owed to the Carnival Corporation group are unsecured, repayable on demand and
considered short-term in nature.
During 2024 and 2023, Holland America Line and Princess Cruises purchased land tours from us totalling
$149 million and $134 million. In addition, during 2024 and 2023 we sold pre- and post-cruise vacations,
shore excursions and transportation services to the Carnival Corporation group.
During 2024 and 2023, the Group had lease-related expenses of $205 million and $104 million, in respect of
the ships leased from Carnival Holdings (Bermuda) Limited and Carnival Holdings (Bermuda) II Limited.
During 2024 and 2023, the Group had ship charter and management agreements with Princess Cruises and
Carnival Cruise Line for ships operating in Australia and Asia. The total charter and management expenses,
relating to these agreements were $417 million and $312 million in 2024 and 2023.
During 2024, the Group continued to provide a guarantee to the Merchant Navy Officers Pension Fund for
certain employees who have transferred from Carnival plc to a subsidiary of Carnival Corporation.
Carnival Corporation and its subsidiary, Carnival Investments Limited owned 42.9 million or 19.7% at
November 30, 2024 and 2023 of Carnival plc’s ordinary shares, which are non-voting while they are owned
by Carnival Corporation and its subsidiary.
Within the DLC arrangement, there are instances where the Group provides services to Carnival Corporation
and also where Carnival Corporation provides services to the Group. Additional disclosures of related
The Group’s provisions include estimated liabilities for crew, guest and other third-party claims. The
liabilities associated with crew illnesses and crew and guest injury claims, including all legal costs, are
estimated based on the specific merits of the individual claims or actuarially estimated based on historical
claims experience, loss development factors and other assumptions.
The changes in our provisions were as follows:
(in millions) | Claims Reserves |
At November 30, 2023 .............................................. | $ 137 |
Additional provisions ............................................... | 37 |
Paid losses ....................................................... | (21) |
Reversals ........................................................ | (47) |
Exchange movements ............................................... | (2) |
Changes in the discounted amount ...................................... | (1) |
At November 30, 2024 .............................................. | $ 101 |
November 30, | ||
(in millions) | 2024 | 2023 |
Provisions | ||
Current ..................................................... | $ 32 | 36 |
Non-current ................................................. | 70 | 101 |
$ 101 | $ 137 | |
Litigation
We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental
inspections or investigations arising in the ordinary course of or incidental to our business. We have insurance
coverage for certain of these claims and actions, or any settlement of these claims and actions, and
historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our
self-insurance retention levels.
We record provisions in the financial statements for pending litigation when we determine that an unfavorable
outcome is probable and the amount of the loss can be reasonably estimated.
Legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable
rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages.
In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an
injunction or other order prohibiting us from selling one or more products at all or in particular ways,
precluding particular business practices or requiring other remedies. An unfavorable outcome might result
in a material adverse impact on our business, results of operations, financial position or liquidity.
As of November 30, 2024, two purported class actions brought against us by former guests in the Federal
Court in Australia and in Italy remain pending, as previously disclosed. These actions include claims based
on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe
emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships. On
October 24, 2023, the court in the Australian matter held that we were liable for negligence and for breach of
consumer protection warranties as it relates to the lead plaintiff. The court ruled that the lead plaintiff was
not entitled to any pain and suffering or emotional distress damages on the negligence claim and awarded
medical costs. In relation to the consumer protection warranties claim, the court found that distress and
disappointment damages amounted to no more than the refund already provided to guests and therefore
made no further award. Further proceedings will determine the applicability of this ruling to the remaining
class participants. We continue to take actions to defend against the above claims. We believe the ultimate
outcome of these matters will not have a material impact on our consolidated financial statements.
Regulatory or Governmental Inquiries and Investigations
We have been, and may continue to be, impacted by breaches in data security and lapses in data privacy,
which occur from time to time. These can vary in scope and range from inadvertent events to malicious
motivated attacks.
We have incurred legal and other costs in connection with cyber incidents that have impacted us. The
penalties and settlements paid in connection with cyber incidents over the last three years were not material.
While these incidents did not have a material adverse effect on our business, results of operations, financial
position or liquidity, no assurances can be given about the future and we may be subject to future attacks,
incidents or litigation that could have such a material adverse effect.
On March 14, 2022, the U.S. Department of Justice and the U.S. Environmental Protection Agency notified
Carnival Corporation & plc of potential civil penalties and injunctive relief for alleged Clean Water Act
violations by owned and operated vessels covered by the 2013 Vessel General Permit. We are working with
these agencies to reach a resolution of this matter. We believe the ultimate outcome will not have a material
impact on our consolidated financial statements.
Significant Judgement — Determination of recognition of certain state economic benefits
Under the European Union Treaty, certain economic benefits that are provided under Italian law are subject
to approval on a periodic basis by the European Commission, with the most recent approval granted
through December 31, 2023. One of our subsidiaries continues to receive and recognize these benefits. The
Italian Government has requested approval for these benefits to continue to be applied after December 31,
2023. The timing of the European Commission’s decision is uncertain and could take more than a year. If the
European Commission were to deny a portion or all of the benefits, the Italian Government may be
required to retroactively disallow these benefits and seek reimbursement from us which would result in a
reversal of the recognition of such benefits, which depending on the timing of resolution, could have a
material impact on our consolidated financial statements.
The Directors assessed the likelihood the European Commission would continue to approve these benefits.
Based on their judgements, the Directors considered it was appropriate to recognize such benefits in 2024.
Other Contingent Obligations
Some of the debt contracts we enter into include indemnification provisions obligating us to make payments
to the counterparty if certain events occur. These contingencies generally relate to changes in taxes or
changes in laws which increase the lender’s costs. There are no stated or notional amounts included in the
indemnification clauses, and we are not able to estimate the maximum potential amount of future payments,
if any, under these indemnification clauses.
Refer to Note 2 — “Material Accounting Policies”for additional information on contingencies and
insurance.
Financial Guarantee Contracts
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. As of November 30, 2024
Classes and Categories of Financial Instruments
The Group has following classes of financial assets: cash and cash equivalents, trade receivables, amount
owed from the Carnival Corporation group and other long-term receivables. The Group has the following
classes of financial liabilities: debt, lease liabilities, amount owed to the Carnival Corporation group, trade
payables and accruals. For the carrying amounts refer to respective notes.
Substantially all financial assets and liabilities are carried at amortized cost, except for investments in
money market funds which are presented at fair value. The fair values of our financial assets and financial
liabilities approximate their book values with exception of debt as described below.
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date and is measured using inputs
in one of the following three categories:
• Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or
liabilities that we have the ability to access. Valuation of these items does not entail a significant
amount of judgement.
• Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not active or market data
other than quoted prices that are observable for the assets or liabilities
• Level 3 measurements are based on unobservable data that are supported by little or no market
activity and are significant to the fair value of the assets or liabilities
Considerable judgement may be required in interpreting market data used to develop the estimates of fair
value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the
amounts that could be realized in a current or future market exchange.
All of the financial assets and liabilities measured at fair value are classified as level 2 using the fair value
hierarchy, except for money market funds, which are classified as level 1.
November 30, 2024 | November 30, 2023 | |||
Carrying | Fair | Carrying | Fair | |
(in millions) | Value | Value | Value | Value |
Liabilities | ||||
Fixed rate debt (a) ........................... | $ 5,440 | $ 4,984 | $ 4,497 | $ 3,406 |
Floating rate debt (a) ......................... | 2,108 | 2,029 | 2,899 | 2,541 |
Total ...................................... | 7,548 | 7,013 | 7,396 | 5,947 |
Less: unamortized debt issuance costs and discounts . . . | (355) | (322) | ||
Plus: debt modification loss .................... | — | 8 | ||
Total Debt .................................. | $ 7,194 | $ 7,082 | ||
(a)
The debt amounts above are categorized as Level 2. The fair values of our publicly-traded notes were
based on their unadjusted quoted market prices in markets that are not sufficiently active. The fair values
Carnival Corporation & plc manages its financial risks on a consolidated basis. The Group’s activities
expose it to a variety of financial risks such as fuel price risks, foreign currency exchange rate risk, interest
rate risk, credit risk and liquidity risk.
The annual financial statements should be read in conjunction with the DLC Financial Statements, which
are included in the Carnival plc Annual Report, but do not form part of these Carnival plc financial statements.
We manage our exposure to fuel price risk by managing our consumption of fuel. Substantially all of our
exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships. We manage
fuel consumption through fleet optimization, energy efficiency, itinerary efficiency, and new technologies
Overall Strategy
We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating
and financing activities, including netting certain exposures to take advantage of any natural offsets and,
when considered appropriate, through the use of derivative and non-derivative financial instruments. Our
primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced
by our operations and realized if we exchange one currency for another. We consider hedging certain of
our ship commitments and net investments in foreign operations. The financial impacts of our hedging
instruments, when used, generally offset the changes in the underlying exposures being hedged.
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 affect our consolidated financial statements.
Investment Currency Risks
We consider our investments in foreign operations to be denominated in stable currencies and of a long-term
nature. We have euro-denominated debt which provides an economic offset for our operations with euro
functional currency. In addition, we have in the past and may in the future utilize derivative financial
instruments, such as cross currency swaps, to manage our exposure to investment currency risks.
The exchange rates for each of our major currencies were as follows:
2024 average | 2023 average | |||
November 30, 2024 | exchange rate | November 30, 2023 | exchange rate | |
USD to 1: | ||||
AUD .................. | $ 0.65 | $ 0.66 | $ 0.66 | $ 0.66 |
CAD .................. | $ 0.71 | $ 0.73 | $ 0.74 | $ 0.74 |
EUR .................. | $ 1.06 | $ 1.09 | $ 1.10 | $ 1.08 |
GBP .................. | $ 1.27 | $ 1.28 | $ 1.27 | $ 1.24 |
If the November 30, 2023 currency exchange rates had been used to translate our November 30, 2024
non-U.S. dollar functional currency operations’assets and liabilities (instead of the November 30, 2024 U.S.
dollar exchange rates), our total assets would have been higher by $367 million and our total liabilities
would have been higher by $294 million.
In addition, based on a 10% change in the U.S. dollar to Euro, Sterling and the Australian dollar exchange
rates at November 30, 2024, which are the functional currencies we translate into our U.S. dollar reporting
currency, we estimate our 2024 cumulative translation adjustment would have changed by $485 million.
Newbuild Currency Risks
Our shipbuilding contracts are typically denominated in euros. At November 30, 2024, we have no ship
commitments.
The cost of shipbuilding orders that we may place in the future that are denominated in a different currency
than our cruise brands’functional currency will be affected by foreign currency exchange rate fluctuations.
These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships. We have
in the past and may in the future utilize derivative financial instruments, such as foreign currency derivatives,
to manage our exposure to newbuild currency risks. Our decisions to hedge non-functional currency ship
commitments for our cruise brands are made on a case-by-case basis, considering the amount and duration
of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and
other offsetting risks.
Interest Rate Risks
We manage our exposure to fluctuations in interest rates through our debt portfolio management and
investment strategies. We evaluate our debt portfolio to determine whether to make periodic adjustments to
the mix of fixed and floating rate debt through the use of interest rate swaps and the issuance of new
debt. The composition of our debt, after the effect of interest rate swaps, was as follows:
November 30, | ||
2024 | 2023 | |
Fixed rate ............................................... | 6% | 7% |
EUR fixed rate ........................................... | 66% | 54% |
EUR floating rate ......................................... | 28% | 39% |
The interest rate profiles and maturities of financial assets at November 30, 2024 solely relate to cash and
cash equivalents of $397 million in the year 2025. The interest rate profiles and maturities of financial assets
at November 30, 2023 solely relate to cash and cash equivalents of $1.4 billion in the year 2024.
Refer to Note 14 — “Debt and Interest Expense” for debt interest rate profiles and maturities at
November 30, 2024 and November 30, 2023.
We have fixed and floating rate debt and, at times, use interest rate swaps to manage our interest rate
exposure in order to achieve a desired proportion of fixed and floating rate debt. Based upon a 100 basis
point change in the market interest rates, our annual interest expense on floating rate debt, including the effect
of our interest rate swaps, will change by approximately $21 million.
As part of our ongoing control procedures, we monitor concentrations of credit risk associated with
financial and other institutions with which we conduct significant business. We seek to manage these credit
risk exposures, including counterparty nonperformance primarily associated with our cash and cash
equivalents, investments, notes receivables, reserve funds related to customer deposits (when required),
future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship
progress payment guarantees, by:
• Conducting business with well-established financial institutions, insurance companies and export
credit agencies
• Diversifying our counterparties
• Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard
liquidity and minimise risk
• Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales
and new ship progress payments to shipyards
We also monitor the creditworthiness of travel agencies and tour operators in Australia and Europe and
credit and debit card providers to which we extend credit in the normal course of our business. Our credit
exposure also includes contingent obligations related to cash payments received directly by travel agents and
tour operators for cash collected by them on cruise sales in Australia and most of Europe where we are
obligated to honor our guests’cruise payments made by them to their travel agents and tour operators
regardless of whether we have received these payments.
Concentrations of credit risk associated with trade receivables and other receivables, charter-hire agreements
and contingent obligations are not considered to be material, principally due to the large number of
unrelated accounts, the nature of these contingent obligations and their short maturities. Normally, we have
not required collateral or other security to support normal credit sales and have not experienced significant
Carnival Corporation and Carnival plc operate a DLC arrangement. The two companies operate as a single
economic enterprise. 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.
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. Accordingly, capital is managed at the Carnival
Corporation & plc level. 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.
The net debt to capital percentage of the Carnival plc Group was calculated as follows:
November 30, | ||
(in millions) | 2024 | 2023 |
Total debt .................................................. | $ 7,194 | $ 7,082 |
Cash and cash equivalents ....................................... | (397) | (1,363) |
Net debt ................................................... | 6,797 | 5,719 |
Shareholders’ equity ........................................... | 2,004 | 569 |
Total capital ................................................. | $ 8,800 | $ 6,288 |
Net debt to capital percentage .................................... | 77% | 91% |
Typically, Carnival Corporation & plc debt financing agreements allow for either Carnival Corporation or
Carnival plc to draw under the facilities, with the non-borrowing entity as guarantor.
Carnival Corporation & plc had $4.2 billion of liquidity and has an additional $7.8 billion of undrawn
export credit facilities to fund ship deliveries. Carnival Corporation & plc has a substantial debt balance
incurred during the pause in guest cruise operations and requires a significant amount of liquidity or cash
provided by operating activities to service its debt. Carnival Corporation & plc will continue to pursue various
opportunities to repay portions of our existing indebtedness and refinance future debt maturities to extend
maturity dates and reduce interest expense.
The unfunded export credit facilities are subject to the same covenants as disclosed in Note 14 — “Debt
and Interest Expense.”
The summary of the maturity profiles of the financial liabilities at November 30, 2024 and 2023 were as
follows:
(in millions) | 2025 | 2026 | 2027 | 2028 | 2029 | There-after | Total |
November 30, 2024 | |||||||
Debt including future interest (a) . . | $ 1,100 | $ 840 | $ 823 | $ 809 | $ 1,428 | $ 3,383 | $ 8,383 |
Trade payables, accrued liabilities | |||||||
and related ................ | 808 | — | — | — | — | — | 808 |
Lease liabilities ............... | 167 | 127 | 126 | 86 | 37 | 114 | 658 |
Provisions and other long-term | |||||||
liabilities ................. | — | 35 | 29 | 31 | 24 | 36 | 154 |
At November 30, 2024 ......... | $ 2,076 | $ 1,002 | $ 978 | $ 926 | $ 1,489 | $ 3,533 | $ 10,004 |
(in millions) | 2024 | 2025 | 2026 | 2027 | 2028 | There-after | Total |
November 30, 2023 | |||||||
Debt including future interest (a) . . | $ 1,242 | $ 943 | $ 805 | $ 698 | $ 686 | $ 3,917 | $ 8,291 |
Trade payables, accrued liabilities | |||||||
and other ................ | 1,109 | — | — | — | — | — | 1,109 |
Lease liabilities .............. | 176 | 163 | 120 | 119 | 76 | 142 | 795 |
Provisions and other long-term | |||||||
liabilities ................. | — | 91 | 19 | 25 | 30 | 86 | 250 |
At November 30, 2023 ......... | $ 2,527 | $ 1,196 | $ 943 | $ 842 | $ 793 | $ 4,145 | $ 10,445 |
(a)
Refer to Note 14 — “Debt and Interest Expense.”
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
and are therefore not included in the above table. Refer to Note 1 — “General, DLC Arrangement”for
Financing | |||||
Cash | |||||
Flows | |||||
November 30, | Receipts/ | Exchange | Other | November 30, | |
(in millions) | 2023 | (Payments) | Movements | Movements | 2024 |
Debt (a) .............. | $ 7,396 | $ 431 (b) | $ (279) $ — | $ 7,548 | |
Amount owed to the | |||||
Carnival Corporation | |||||
group ............... | $ 2,659 | $ (1,908) | $ (52) $ (699) (c) | $ — | |
Lease Liabilities ......... | $ 652 | $ (136) | $ (3) $ 25 (d) | $ 539 | |
(a)
Refer to Note 14 — “Debt and Interest Expense.”
(b)
Issuances and repayments of long-term debt.
(c)
Includes non-cash settlement for ship sale to Carnival Corporation
(d)
Financing | |||||
Cash | |||||
Flows | |||||
November 30, | Receipts/ | Exchange | Other | November 30, | |
(in millions) | 2022 | (Payments) | Movements | Movements | 2023 |
Debt (a) .............. | $ 7,985 | (1,057) (b) $ 468 | $ — $ 7,396 | ||
Amount owed to the | |||||
Carnival Corporation | |||||
group .............. | $ 5,624 | $ 1,358 $ 83 | $ (4,406) (c) $ 2,659 | ||
Lease Liabilities ........ | $ 289 | $ (87) $ 30 | $ 421 (d) $ 652 | ||
(a)
Refer to Note 14 — “Debt and Interest Expense.”
(b)
Issuances and repayments of long-term debt.
(c)
Includes non-cash settlements for ship sales and Carnival Corporation’s purchase of one ordinary
share of Carnival plc.
(d)
Includes additions, terminations and remeasurements of lease liabilities.
Non-cash purchases of property and equipment included in accrued liabilities and other was $104 million
Carnival plc
Financial Statements
113
PARENT COMPANY BALANCE SHEETS
(in millions)
November 30, | |||
Notes | 2024 | 2023 | |
ASSETS | |||
Current Assets | |||
Cash and cash equivalents ............................... | 2 | $ 228 | $ 1,188 |
Trade and other receivables, net ............................ | 3 | 92 | 81 |
Inventories ......................................... | 82 | 103 | |
Prepaid expenses and related ............................. | 157 | 165 | |
Receivable from subsidiaries .............................. | 1,122 | — | |
Amount owed from the Carnival Corporation group ............... | 405 | — | |
Total current assets .................................. | 2,085 | 1,538 | |
Non-Current Assets | |||
Property and equipment, net ............................. | 4 | 3,258 | 2,435 |
Right-of-use assets .................................... | 5 | 429 | 555 |
Investments in associates ................................ | 58 | 53 | |
Emission allowances ................................... | 24 | — | |
Other assets ........................................ | 6 | 73 | 202 |
Receivables from subsidiaries ............................. | — | 31 | |
Loans owed from subsidiaries ............................. | 71 | 1,231 | |
Investments in subsidiaries ............................... | 7 | 5,797 | 7,217 |
Total non-current assets ............................... | 9,710 | 11,723 | |
$ 11,796 | $ 13,262 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
Current Liabilities | |||
Current portion of long-term debt .......................... | $ 925 | $ 852 | |
Current portion of lease liabilities .......................... | 5 | 120 | 123 |
Accounts payable ..................................... | 168 | 197 | |
Accrued liabilities and related ............................. | 8 | 325 | 271 |
Customer deposits .................................... | 9 | 1,428 | 1,325 |
Amount owed to the Carnival Corporation group ................ | — | 2,695 | |
Total current liabilities ................................ | 2,967 | 5,463 | |
Non-Current Liabilities | |||
Long-term debt ...................................... | 6,269 | 5,767 | |
Long-term lease liabilities ............................... | 5 | 353 | 468 |
Provisions ......................................... | 34 | 60 | |
Other long-term liabilities ............................... | 10 | 122 | 128 |
Total non-current liabilities ............................. | 6,779 | 6,422 | |
Shareholders’ Equity | |||
Share capital ........................................ | 11 | 361 | 361 |
Share premium ...................................... | 1,143 | 1,143 | |
Retained earnings .................................... | 2,097 | 1,661 | |
Other reserves ....................................... | (1,551) | (1,788) | |
Total shareholders’ equity .............................. | 2,050 | 1,376 | |
$ 11,796 | $ 13,262 | ||
Net income (loss) for the Carnival plc Parent Company was $477 million in 2024 and ($185) million in 2023.
The accompanying notes are an integral part of the Carnival plc Parent Company financial statements.
The Carnival plc Parent Company financial statements (registered number 04039524) were authorized for
issue by the Boards of Directors on January 24, 2025 and signed on their behalf by
Micky Arison
Josh Weinstein
Chair of the Boards of Directors
January 27, 2025
President, Chief Executive Officer and Chief
Climate Officer and Director
January 27, 2025
CARNIVAL PLC
PARENT COMPANY 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, 2022 .... | $ 361 | $ 143 | $ 1,903 | $ (211) $ 22 | $ (1,734) $ 117 | $ 36 | $ (1,769) | $ 637 | |||
Comprehensive income | |||||||||||
(loss) | |||||||||||
Net income (loss) ..... | — | — | (185) | — | — | — | — | — | — | (185) | |
Foreign currency | |||||||||||
translation ....... | — | — | — | (69) | — | — | — | — | (69) | (69) | |
Net (losses) on cash flow | |||||||||||
derivative hedges .... | — | — | — | — | (1) | — | — | — | (1) | (1) | |
Remeasurements of | |||||||||||
post-employment | |||||||||||
benefit obligations . . . | — | — | (16) | — | — | — | — | — | — | (16) | |
Total comprehensive | |||||||||||
income (loss) ...... | — | — | (201) | (69) | (1) | — | — | — | (70) | (271) | |
Issue of Ordinary Share | |||||||||||
Capital ......... | — | 1,000 | — | — | — | — | — | — | — | 1,000 | |
Issuance of treasury | |||||||||||
shares for vested | |||||||||||
share-based awards .. | — | — | (41) | — | — | 41 | — | — | 41 | — | |
Other, net ......... | — | — | — | — | — | (1) | 11 | — | 10 | 10 | |
At November 30, 2023 .... | 361 | 1,143 | 1,661 | (279) | 21 | (1,694) | 128 | 36 | (1,788) | 1,376 | |
Comprehensive income | |||||||||||
(loss) | |||||||||||
Net income (loss) ..... | — | — | 477 | — | — | — | — | — | — | 477 | |
Foreign currency | |||||||||||
translation ....... | — | — | — | 182 | — | — | — | — | 182 | 182 | |
Remeasurements of | |||||||||||
post-employment | |||||||||||
benefit obligations . . . | — | — | 6 | — | — | — | — | — | — | 6 | |
Total comprehensive | |||||||||||
income (loss) ...... | — | — | 483 | 182 | — | — | — | — | 182 | 665 | |
Issuance of treasury | |||||||||||
shares for vested | |||||||||||
share-based awards .. | — | — | (47) | — | — | 47 | — | — | 47 | — | |
Other, net ......... | — | — | — | — | — | — | 9 | — | 9 | 9 | |
At November 30, 2024 .... | $ 361 | $ 1,143 | $ 2,097 | $ (98) $ 21 | $ (1,647) $ 137 | $ 36 | $ (1,551) | $ 2,050 | |||
Carnival plc
Financial Statements
115
CARNIVAL PLC
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
NOTE 1 — Material Accounting Policies
Basis of Preparation
Carnival plc was incorporated in England and Wales
located at Carnival House, 100 Harbour Parade, Southampton, Hampshire, SO15 1ST, UK (registration
number 04039524). The Parent Company is a public limited company which is listed on the London Stock
Exchange. In addition, the Parent Company’s shares are traded on the New York Stock Exchange in the form
of American Depository Shares (ADSs). The Parent Company’s financial statements are presented in
U.S. dollars unless otherwise noted. They are prepared on a going concern basis under the historical cost
convention, except for certain financial assets and liabilities (including derivative instruments) that are stated
at fair value.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (“FRS 101”). In preparing these financial statements, the Parent Company applies the
recognition, measurement and disclosure requirements of international accounting standards in conformity
with the requirements of the Companies Act 2006 (“UK-adopted IFRSs”), but makes amendments
where necessary in order to comply with Companies Act 2006 and has set out below where FRS 101 disclosure
exemptions have been taken.
Under section 408 of the Companies Act 2006 the Parent Company is exempt from the requirement to
present its own profit and loss account. The Parent Company is included in the consolidated Group financial
statements of Carnival plc. In accordance with FRS 101, the following exemptions from the requirements
of IFRS have been applied in the preparation of these financial statements:
• Cash Flow Statement and related notes
• Certain disclosures regarding leases
• Comparative period reconciliations for share capital, property and equipment and intangible assets
• Disclosures in respect of transactions with wholly owned subsidiaries
• Disclosures in respect of capital management
• The effects of new but not yet effective IFRSs
• Disclosures in respect of the compensation of Key Management Personnel
As the consolidated Group financial statements include the equivalent disclosures, the Parent Company has
also taken the exemptions available under FRS 101 in respect of the following disclosures:
• IFRS 2
Share Based Payments
in respect of group settled share-based payments
• Certain disclosures required by IFRS 13
Fair Value Measurement
, and the disclosures required by
IFRS 7
Financial Instrument Disclosures
Unless otherwise stated, the accounting policies set out below have been applied consistently to all periods
presented in these financial statements.
Significant Accounting Estimates, Assumptions and Judgements
The preparation of these financial statements requires management to make judgements, estimates and
assumptions that affect the application of policies and reported and disclosed amounts in these financial
statements. These judgments, estimates and assumptions 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.
Significant Judgements and Estimates
Key judgements, estimates and underlying assumptions 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. For significant estimates and significant judgements as defined under IAS 1 made during the
year, please refer to Note 2 — “Material Accounting Policies”in the Carnival plc Group financial
statements.
116
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. We also have receivables from subsidiaries. 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.
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.
Loans Owed from Subsidiaries
Loans owed from subsidiaries are measured at amortized cost, net and are less allowances for expected
credit losses. We apply the general approach and record 12-month expected credit losses, which are not
material, because there was no significant increase in credit risk since initial recognition.
Property and Equipment
The Parent Company’s property and equipment accounting policies are the same as Carnival plc Group’s.
Refer to Note 2 — “Material Accounting Policies”in the Carnival plc Group financial statements.
Leases
The Parent Company’s lease accounting policies are the same as Carnival plc Group’s. Refer to
Note 2 — “Material Accounting Policies”in the Carnival plc Group financial statements.
Debt and Debt Issuance Costs
The Parent Company’s debt and debt issuance costs accounting policies are the same as Carnival plc
Group’s. Refer to Note 2 — “Material Accounting Policies”in the Carnival plc Group financial statements.
Investments in Subsidiaries
Investments in subsidiaries are stated at cost, less any provision for impairment. Judgement is required in
assessing whether the Parent Company’s investment carrying values are impaired. We review our long-lived
assets for impairment whenever events or circumstances indicate potential impairment. In determining the
recoverable amount of investments in subsidiaries, we first consider if the investment balance exceeds the
net asset value of the subsidiary and if it does, we determine the recoverable amount by assessing the higher
of the fair value less cost to sell of the investment and its value in use. We perform a fair value assessment
of the subsidiary using discounted cash flows and applying a terminal growth rate.
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
Carnival plc
Financial Statements
117
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.
Emission Allowances
The Parent Company’s emission allowances accounting policies are the same as Carnival plc Group’s. Refer
to Note 2 — “Material Accounting Policies”in the Carnival plc Group financial statements.
Foreign Currency Translation and Transactions
The Parent Company’s financial statements are presented in U.S. dollars. The Parent Company is comprised
of a number of foreign operations which utilize the U.S. dollar, Euro, Sterling or the Australian dollar as
their functional currencies. Each foreign operation determines its functional currency by reference to its
primary economic environment. The Parent Company translates the assets and liabilities of its foreign
operations 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 operations 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 Parent Company’s financial
statements will fluctuate from period to period, depending on the changing value of the U.S. dollar versus
these currencies.
The Parent Company 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.
Contingencies
The Parent Company’s contingencies accounting policies are the same as Carnival plc Group’s. Refer to
Note 2 — “Material Accounting Policies”in the Carnival plc Group financial statements.
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. The carrying value of cross
guarantees within the DLC arrangement, which are measured at the higher of expected credit loss and the
amount originally recognized less any income or amortization recognized, were not significant at
November 30, 2024 or 2023.
Customer Deposits
Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior
to the voyage. Cash received from guests in advance of the cruise is recorded in customer deposits and in other
long-term liabilities on our 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 $58 million and $52 million as of
November 30, 2024 and 2023.
118
NOTE 2 — Cash and Cash Equivalents
November 30,
(in millions)
2024
2023
Cash
........................................................
$
42
$
860
Cash equivalents (a)
.............................................
186
328
$
228
$
1,188
(a)
Comprised of money market funds.
Substantially all material cash balances are held with financial institutions that are investment A grade rated
or better. Refer to Note 1 — “General”in the Carnival plc Group financial statements for additional
information regarding the cross guarantees within the DLC arrangement.
NOTE 3 — Trade and Other Receivables
November 30,
(in millions)
2024
2023
Trade
........................................................
$
69
$
58
VAT, income taxes and other
.......................................
22
24
$
92
$
81
NOTE 4 — Property and Equipment
(in millions)
Ships
and ship
improvements
Other
property
and
equipment
Total
Cost
At November 30, 2023
........................
$
4,537
$
205
$
4,743
Exchange movements
.......................
(4)
(3)
(7)
Additions
...............................
769
43
811
Disposals
...............................
(233)
(11)
(244)
At November 30, 2024
......................
$
5,069
$
234
$
5,303
Accumulated depreciation
At November 30, 2023
........................
$
(2,185)
$
(123)
$
(2,308)
Exchange movements
.......................
8
(2)
6
Depreciation
.............................
(198)
(29)
(227)
Disposals
...............................
218
6
224
Impairment reversals
.......................
260
—
260
At November 30, 2024
......................
$
(1,897)
$
(148)
$
(2,045)
Net book value
At November 30, 2023
......................
$
2,353
$
82
$
2,435
At November 30, 2024
......................
$
3,172
$
86
$
3,258
Refer to Note 10 — “Property and Equipment”in the Carnival plc Group financial statements for ship sales
and impairment reversals during the year.
Carnival plc
Financial Statements
119
NOTE 5 — Leases
The balance sheet shows the following amounts:
November 30,
(in millions)
2024
2023
Right-of-use assets (a)
Ships (b)
....................................................
$
233
$
337
Port facilities
.................................................
131
147
Real estate
..................................................
55
61
Other
......................................................
10
10
$
429
$
555
Lease liabilities
Current
....................................................
$
120
$
123
Non-current
.................................................
353
468
$
473
$
591
(a)
During 2024 and 2023, we obtained $6 million and $412 million of right-of-use assets in exchange for
new and amended lease liabilities.
(b)
During 2023, Carnival plc entered into sale and leaseback transactions for three ships with related
parties. Refer to Note 21 — “Related Party Transactions” in the Carnival plc Group financial statements
for additional details.
During 2024, short-term lease expense was $102 million and variable lease expense was $75 million.
As of November 30, 2024, maturities of lease liabilities (contractual undiscounted cash flows) were as
follows:
(in millions)
2025
.................................................................
$
155
2026
.................................................................
113
2027
.................................................................
113
2028
.................................................................
74
2029
.................................................................
33
Thereafter
.............................................................
95
Total lease payments
....................................................
$
582
As of November 30, 2023, maturities of lease liabilities (contractual undiscounted cash flows) were as
follows:
(in millions)
2024
.................................................................
$
163
2025
.................................................................
151
2026
.................................................................
109
2027
.................................................................
108
2028
.................................................................
69
Thereafter
.............................................................
123
Total lease payments
....................................................
$
723
120
NOTE 6 — Other Assets
November 30,
(in millions)
2024
2023
Long-term deposits
..............................................
$
—
$
108
Debt issuance costs (a)
............................................
25
35
Post-employment benefits (b)
.......................................
9
11
Other long-term assets and other receivables
............................
40
49
$
73
$
202
(a)
Debt issuance costs are for undrawn facilities.
(b)
All assets and obligations of Carnival plc Group’s pension plans are held by the Parent Company. As a
result, the balances for Group and Parent Company are the same. Refer to Note 19 — “Post-
Employment Benefits”in the Carnival plc Group financial statements for additional information on
the UK post-employment plans and the principal risks and assumptions applicable.
NOTE 7 — Investments in Subsidiaries
November 30,
(in millions)
2024
2023
At December 1
.................................................
$
7,217
$
7,013
Additions
.....................................................
5
224
Impairments
...................................................
(23)
(20)
Returns of investments
...........................................
(1,401)
—
At November 30
................................................
$
5,797
$
7,217
At November 30, 2024 and 2023, the Parent Company’s principal operating subsidiary was Costa Crociere
S.p.A. (“Costa Crociere”), which owns and operates the Costa and AIDA cruise brands. During the year, the
Parent Company recorded $1.4 billion as return of investment from Costa Crociere and $48 million as
return of investment from another subsidiary.
Carnival plc
Financial Statements
121
The Parent Company’s direct and indirect undertakings, whose ownership interest is through ordinary
shares, including the UK subsidiaries exempt from the requirement to prepare individual audited accounts
or individual accounts at November 30, 2024 were as follows:
Companies (Countries of Incorporation)
Ownership
Interest
UK
Companies
House
Registration
Number
Address of Companies’ Registered
Office
United Kingdom
Carnival (UK) Limited (b)
100%
03141044
3rd Floor, 1 Ashley Road,
Altrincham, Cheshire, WA14
2DT
Carnival Port Holdings Limited (b)
100%
11523367
Carnival House, 100 Harbour
Parade, Southampton,
Hampshire, SO15 1ST
Carnival Technical Services (UK)
Limited (b)
100%
10613960
Carnival House, 100 Harbour
Parade, Southampton,
Hampshire, SO15 1ST
Costa Cruise Lines UK Limited (a) (c)
99.9%
02482631
Carnival House, 100 Harbour
Parade, Southampton,
Hampshire, SO15 1ST
P&O Princess American Holdings (a)
100%
01453164
3rd Floor, 1 Ashley Road,
Altrincham, Cheshire, WA14
2DT
P&O Princess Cruises International
Limited (a)
100%
03902746
3rd Floor, 1 Ashley Road,
Altrincham, Cheshire, WA14
2DT
SeaVacations Limited (a)
100%
03681272
Carnival House, 100 Harbour
Parade, Southampton,
Hampshire, SO15 1ST
SeaVacations UK Limited (b) (c)
100%
03633566
Carnival House, 100 Harbour
Parade, Southampton,
Hampshire, SO15 1ST
Argentina
Costa Cruceros S.A. (c)
99.9%
Avenida Corrientes, 327, Piso 10º,
Buenos Aires
Bermuda
Fleet Maritime Services (Bermuda)
Limited
100%
3rd Floor, Par-La-Ville Place, 14
Par-La-Ville Road, Hamilton
Fleet Maritime Services Holdings
(Bermuda) Limited
100%
3rd Floor, Par-La-Ville Place, 14
Par-La-Ville Road, Hamilton
Fleet Maritime Services International
Limited
100%
3rd Floor, Par-La-Ville Place, 14
Par-La-Ville Road, Hamilton
Brazil
Costa Cruzeiros Agencia Maritima e
Turismo Ltda. (c)
99.9%
Av. Paulista, 460, 9º – 10º andar,
Bela Vista, São Paulo,
SP 01310.100
Ibero Cruzeiros Ltda. (c)
99.9%
Av. Paulista, 460, 9º – 10º andar,
Bela Vista, São Paulo,
SP 01310.100
Canada
Westmark Hotels of Canada, Ltd. (c)
100%
2900-550 Burrard Street,
Vancouver, British Columbia,
V6C0A3
122
Companies (Countries of Incorporation)
Ownership
Interest
UK
Companies
House
Registration
Number
Address of Companies’ Registered
Office
China
Carnival Corporation Hong Kong
Limited
100%
Unit 1207, The Gateway Tower 1,
Harbour City, Kowloon, Hong
Kong
Costa Cruises Shipping Services
(Shanghai) Company Limited (c)
99.9%
Room 276, No 58 Wu Hua Road,
Hongkou District, Shanghai
Costa Cruises Travel Agency (Shanghai)
Co., Ltd. (c)
99.9%
Room 712, Floor 7, No 710
Siping Road, Hongkou District,
Shanghai
Global Shipping Service (Shanghai)
Co., Ltd.
100%
Room 3601L, No. 9, Lane 360
Feihong Road, Hongkou District,
Shanghai
World Leading Cruise Management
(Shanghai) Co., Ltd. (c)
99.5%
Room 1501-36, No. 8, Lane 803,
Shuang Cheng Road, Baoshan
District, Shanghai
Curacao
Cruise Ships Catering & Services
International N.V. (c)
99.9%
Kaya Flamboyan 9, Willemstad
Milestone N.V. (c)
99.9%
Kaya Flamboyan 9, Willemstad
Prestige Cruises N.V. (c)
99.9%
Kaya Flamboyan 9, Willemstad
Spanish Cruise Services N.V. (c)
99.9%
Kaya Flamboyan 9, Willemstad
Finland
Carnival Technical Services Finland
Limited (c)
100%
Vattuniemenranta 2, 00210
Helsinki, FI-00210
France
Chantier Naval de Marseille SAS (c)
33.3%
Aire de Mourepiane Entrée
Porte 4, 13344 Marseille Cedex 15
Marseille Provence Cruise Terminal
SAS (c)
50.0%
Mole Léon Gourret Terminal
Croisière, 13316 Marseille
Cedex 15
French Polynesia
F.P.M. SAS (c)
100%
C/O Mamao Bureaux, 121
Avenue Georges Clemenceau,
BP 43503 Fare Tony, Papeete
Germany
AIDA Kundencenter GmbH (c)
99.9%
Am Strande 4, 18055 Rostock
AIDAradio GmbH (c)
99.9%
Simon-von-Utrecht-Straße 1,
20359 Hamburg
Carnival Maritime GmbH (c)
99.9%
Großer Grasbrook 9, 20457
Hamburg
Carnival Technical Services GmbH (c)
100%
Am Strande 4, 18055 Rostock
HSE Hamburg School of Entertainment
GmbH (c)
99.9%
Simon-von-Utrecht-Straße 1,
20359 Hamburg
India
Carnival Support Services India Private
Limited (c)
100%
Kohinoor City, Tower 2, Floor 5,
Kirol Road, Off. LBS. Marg,
Kurla West, Mumbai — 400070
Carnival plc
Financial Statements
123
Companies (Countries of Incorporation)
Ownership
Interest
UK
Companies
House
Registration
Number
Address of Companies’ Registered
Office
Italy
APVS S.r.L. (c)
12.2%
Via delle Industrie 19/D, 30175
Venezia
Costa Crociere S.p.A.
99.9%
Piazza Piccapietra, 48, 16121
Genova
Costamed Ship Services S.r.L. (c)
50.0%
Calata delle Vele, Darsena
Nuova, Palacrociere, 17100
Savona
Ecospray Technologies S.r.L. (c)
31.9%
Via Ricotti, 5, 27058, Voghera,
Pavia
Finpax S.r.L. (c)
21.5%
Ses San Marco 2568, 30124
Venezia
Italy Cruise Investment S.r.L. (c)
99.9%
Piazza Piccapietra, 48, 16121
Genova
Navitrans S.R.L.
100%
Via Alcide de Gaspari 45, 80311
Napoli
Piccapietra Finance S.r.l.
100%
Piazza Piccapietra, 48, 16121
Genova
Roma Cruise Terminal S.r.L. (c)
33.3%
Via Darsena Romana, 11, 00053
Civitavecchia, Roma
Spezia & Carrara Terminal S.R.L. (c)
33.0%
Largo Michele Fiorillo 19124 La
Spezia
Stazioni Marittime S.p.A. (c)
13.3%
Ponte Dei Mille 1, 16123 Genova
Terminal Napoli S.p.A. (c)
22.5%
Stazione Marittima Molo
Angioino, 80133 Napoli
Trieste Adriatic Maritime Initiatives
S.r.L. (c)
43.4%
Punto Franco Vecchio Molo IV,
34135, Trieste
Venezia Investimenti S.r.L (c)
25.0%
Via Fieschi, 8/11, 16121 Genova
Venezia Terminal Passeggeri S.p.A. (c)
11.2%
Marittima Fabbricato 248, 30135
Venezia
Welcome Travel Group S.p.A. (c)
50.0%
Via Ernesto Lugaro 15, 10126
Torino
West Sicily Gate S.r.L. (c)
50.0%
Molo Vittorio Veneto — Porto di
Palermo
Japan
Carnival Corporation Ports Group Japan
KK (c)
99.9%
Daiwa Ginza Bldg., 6F., 6-2-1
Ginza Chuo-Ku, Tokyo 104-0061
Carnival Japan, Inc.
100%
Daiwa Ginza Bldg., 6F., 6-2-1
Ginza Chuo-Ku, Tokyo 104-0061
Mexico
Cozumel Cruise Terminal S.A. de C.V.
100%
Carretera a Chankannab Km 4.5
Interior Puerta Maya Cozumel,
Quintana Roo
Cruise Terminal Services S.A. de C.V. (c)
100%
Carretera a Chankannab Km 4.5
Interior Puerta Maya Cozumel,
Quintana Roo
International Cruise Services, S.A. de C.V.
100%
c/o RVA Abogados, S.C., Rio
Duero 31, Col. Cuauhtemoc, Del.
Cuauhtemoc, Mexico City 06500
124
Companies (Countries of Incorporation)
Ownership
Interest
UK
Companies
House
Registration
Number
Address of Companies’ Registered
Office
International Maritime Recruitment
Agency, S.A. de C.V.
100%
c/o RVA Abogados, S.C., Rio
Duero 31, Col. Cuauhtemoc, Del.
Cuauhtemoc, Mexico City 06500
Netherlands
Costa International B.V. (c)
99.9%
Telestone 8 — Teleport,
Naritaweg 165, 1043 BW,
Amsterdam
CSMART Real Estate B.V. (c)
99.9%
Zeeduinweg 9, 1361BG Almere
CSMART Real Estate C.V.
100%
Zeeduinweg 9, 1361BG Almere
Philippines
Cruise Administration Services, Inc.
100%
26th Floor, The Podium West
Tower, 12 ADB Avenue, Ortigas
Center, Mandaluyong City 1554,
Metro Manila
Open Sea Crewing Agency, Inc. (c)
25.0%
8th Floor Unit D, E & F,
Triumph Building, 1618 Quezon
Avenue, Quezon City, Metro
Manila
Portugal
Grand Cruise Shipping Unipessoal LdA
100%
Rua Dr. Brito Câmara nº20,
1º — 9000-039 Funchal, Madeira
Republic of Korea
Carnival Corporation Korea Ltd.
100%
#301-05, 23 Jongno, 12-gil,
Jongno-gu, Seoul 03190
Singapore
Costa Crociere PTE Ltd. (c)
99.9%
160 Robinson Road #26-04,
Singapore 068914
Spain
Barcelona Cruise Terminal SLU (c)
100%
Vial Moll Adossat, 122 Terminal
D&E. Port de Barcelona 08039
Barcelona
Costa Cruises Customer Center S.L.U. (c)
99.9%
Torre Mapfre, Carrer de la
Marina, 16-18, Barcelona
Holding Division Iberocruceros SLU (c)
100%
Calle Pedro Teixeira, 8 Planta 5
28020 Madrid
Iberocruceros SLU (c)
100%
Calle Pedro Teixeira, 8 Planta 5
28020 Madrid
Santa Cruz Terminal, S.L (c)
100%
Muelle de Ribera de la Dársena
de Anaga del Puerto de Santa
Cruz de Tenerife — 38001 Santa
Cruz de Tenerife
Switzerland
Air-Sea Holiday GmbH (c)
99.9%
Dornacherplatz 7, 4500
Solothurn
Costa Kreuzfahrten GmbH (c)
99.9%
Fraumünsterstrasse 29, 8001
Zurich
United Arab Emirates
Shamal Venture Cruise Terminal LLC (c)
49.0%
303 Emaar Square Building Bur
Dubai Burj Khalifa, Dubai
Carnival plc
Financial Statements
125
Companies (Countries of Incorporation)
Ownership
Interest
UK
Companies
House
Registration
Number
Address of Companies’ Registered
Office
United States
1972 Productions, Inc. (c)
100%
1200 South Pine Island Road
Plantation, Florida 33324
A.J. Juneau Dock, LLC (c)
50.0%
1429 Tongass Avenue, Ketchikan,
Alaska 99901
Alaska Hotel Properties LLC (c)
100%
1209 Orange Street, Wilmington,
Delaware 19801
CC U.S. Ventures, Inc. (c)
100%
1209 Orange Street, Wilmington,
Delaware 19801
Costa Cruise Lines Inc. (c)
99.9%
880 SW 145th Ave, Suite 102,
Pembroke Pines, Florida 33027
Ecospray Technologies, LLC (c)
31.9%
2025 NW 102 Avenue, Suite 107,
Miami, Florida 33172
Gibs, Inc. (c)
100%
1209 Orange Street, Wilmington,
Delaware 19801
Global Experience Innovators, Inc. (c)
100%
3655 N.W. 87th Avenue, Miami,
Florida 33178
Global Fine Arts, Inc. (c)
100%
24305 Town Center Drive, Santa
Clarita, California 91355
Holland America Line Inc. (c)
100%
450 Third Avenue West, Seattle,
Washington 98119
Holland America Line — USA Inc. (c)
100%
450 Third Avenue West, Seattle,
Washington 98119
Ketchikan Dock Company, LLC (c)
30.0%
55 Schoenbar Ct, Suite 201,
Ketchikan, Alaska 99901
Klondike Holdings, LLC
45.0%
251 Little Falls Drive,
Wilmington, Delaware 19808
Odds On Gaming Corporation (c)
100%
1209 Orange Street, Wilmington,
Delaware 19801
P&O Properties (California), Inc. (c)
100%
24305 Town Center Drive, Santa
Clarita, California 91355
Princess Cruises and Tours, Inc. (c)
100%
1201 North Market Street, 18th
Floor, Wilmington, Delaware
19081
Princess U.S. Holdings, Inc. (c)
100%
24305 Town Center Drive, Santa
Clarita, California 91355
Royal Hyway Tours, Inc. (c)
100%
CT Corporation System, 8585
Old Dairy Road, Ste 208, Juneau,
Alaska 99801
Skagway Port & Rail, Inc. (c)
45.0%
601 Union Street #3920, Seattle,
Washington 98101
Tour Alaska, LLC (c)
100%
1209 Orange Street, Wilmington,
Delaware 19801
Westmark Hotels, Inc. (c)
100%
CT Corporation System, 8585
Old Dairy Road, Ste 208, Juneau,
Alaska 99801
Vanuatu
Carnival Vanuatu Limited
100%
Law Partners House, Kumul
Highway, Port Vila
126
(a)
Exempt from preparing individual accounts by virtue of Section 394A of the Companies Act 2006 and
from filing individual accounts by virtue of Section 448A of the Companies Act 2006.
(b)
Exempt from audit of individual accounts by virtue of Section 479A of the Companies Act 2006.
(c)
Not directly owned by Carnival plc.
In order to obtain the above exemptions, the Parent Company will guarantee the outstanding liabilities to
which each of the above companies is subject at November 30, 2024.
NOTE 8 — Accrued Liabilities and Related
November 30,
(in millions)
2024
2023
Compensation and benefits
........................................
$
94
$
41
Interest
......................................................
68
64
Port fees
......................................................
26
22
Other
........................................................
138
145
$
325
$
271
NOTE 9 — Customer Deposits
We had total customer deposits of $1.5 billion as of November 30, 2024 and $1.4 billion as of November 30,
2023. During 2024 and 2023, we recognized revenues of $1.2 billion and $0.9 billion related to our customer
deposits as of November 30, 2023 and 2022. Our customer deposits balance changes due to the seasonal
nature of cash collections, which typically results from higher ticket prices and occupancy levels during the
third quarter, the recognition of revenue, refunds of customer deposits and foreign currency changes.
NOTE 10 — Other Long-Term Liabilities
November 30,
(in millions)
2024
2023
Customer deposits
..............................................
$
110
$
88
Post-employment benefits
.........................................
8
14
Other long-term liabilities
.........................................
5
26
$
122
$
128
NOTE 11 — Share Capital and Reserves
(in millions)
Number of
Shares
Share
Capital
At November 30, 2023
........................................
217
$
361
Ordinary shares issued and fully paid
.............................
—
—
At November 30, 2024
........................................
217
$
361
There were 29.7 million shares held as treasury stock at November 30, 2024 (30.6 million shares were held
as treasury stock at November 30, 2023).
At November 30, 2024 there were 11.7 million ordinary shares at $1.66 each of Carnival plc (12.4 million at
November 30, 2023) authorized for future issuance under its employee equity settled incentive and benefit
plans.
At November 30, 2024 and 2023, the Parent Company’s share capital also includes:
• Two allotted and issued subscriber shares of £1 each that carry no voting rights and no right to
receive any dividends or any amount paid on return of capital
• One special voting share of £1 issued in connection with the DLC transaction to enable Carnival
Corporation’s shareholders to vote as a group on Parent Company shareholder matters. The special
voting share is held by the trustee of the P&O Princess Special Voting Trust, a trust established under
Carnival plc
Financial Statements
127
the laws of the Cayman Islands for the purpose of holding the Parent Company special voting share.
The special voting share carries no right to receive any dividends and ranks after ordinary shares
and redeemable preference shares but ahead of the equalization share in relation to the payment of
capital on certain types of distributions of assets from the Parent Company
• One equalization share of £1 that is unissued and carries no voting rights. The equalization share
ranks behind all other shares in relation to the payment of capital on certain types of distributions of
assets from the Parent Company
• 50,000 allotted and issued redeemable preference shares of £1 each held by Carnival Corporation.
The preference shares, which carry no voting rights, rank behind ordinary shares but ahead of all other
classes of shares, in relation to the payment of capital on certain types of distributions of assets
from the Parent Company
The Parent merger reserve arose from the difference between the book value and the fair value of certain
businesses sold to Carnival Corporation during 2004 as part of the DLC corporate restructuring, which was
accounted for as a group reconstruction.
128
Independent auditor’s report to the members of Carnival plc
Report on the audit of the Carnival plc financial statements
1.
Opinion
In our opinion:
•
the financial statements of Carnival plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true and
fair view of the state of the group’s and of the parent company’s affairs as at 30 November 2024 and of the group’s
profit for the year then ended;
•
the group financial statements have been properly prepared in accordance with United Kingdom adopted
international accounting standards;
•
the parent company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure
Framework”; and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
•
the group statements of income;
•
the group statements of comprehensive income;
•
the group balance sheets;
•
the group statements of cash flows;
•
the group statements of changes in shareholders’ equity;
•
the related notes 1 to 24 to the group financial statements;
•
the parent company balance sheets;
•
the parent company statement of changes in shareholders’ equity; and
•
related notes 1 to 11 to the parent company financial statements.
The financial reporting framework that has been applied in the preparation of the group financial statements is
applicable law and United Kingdom adopted international accounting standards. The financial reporting framework
that has been applied in the preparation of the parent company financial statements is applicable law and United
Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”(United Kingdom Generally
Accepted Accounting Practice).
2.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the
financial statements section of our report.
We are independent of the group and the parent company in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical
Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. The non-audit services provided to the group and parent company for the year are disclosed in
note 4 to the group financial statements. We confirm that we have not provided any non-audit services prohibited by
the FRC’s Ethical Standard to the group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
3.
Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
• Revenue recognition — Passenger Ticket Revenue (group)
• Valuation of ship assets
Materiality
The materiality that we used for the group financial statements was US$70 million
which was determined on the basis of 0.8% of forecast revenue (0.7% of total
reported revenue).
Scoping
Our full scope audit procedures, and audits of specified account balances covered
84% of revenue, 95% of profit before tax and 95% of total assets.
Significant changes in our
approach
The key audit matters are in the same areas as those identified by the auditor in the
previous year. With respect to the impairment key audit matter, we have concluded
that in the current year this only applies to the valuation of cruise ship assets in one
of the European brands.
129
4.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’assessment of the group’s and parent company’s ability to continue to adopt the going
concern basis of accounting included:
•
Obtaining an understanding of management’s process and relevant controls over the assessment of the going
concern status, including the process for producing cash flow forecasts.
•
Obtaining evidence of the Board’s review of the cashflows included within the going concern model and
agreeing these through to the inputs to the model.
•
Assessing whether covenants included in the model agreed to supporting documentation, and validating
whether the model appropriately considers any covenant conditions.
•
Assessing the accuracy of the available liquidity in management’s model, through comparison to loan agreements,
bank statements and facility information.
•
Assessing the mathematical accuracy of management’s model, including the cashflow forecasts and covenant
calculations.
•
Assessing whether the timing and accuracy of repayments of debt and contracted payments on new ships are
within the model.
•
Considering the appropriateness of the period covered by management’s assessment.
•
Assessing how performance post the year end date compares with the going concern model.
•
Assessing the appropriateness of disclosures concerning the going concern basis.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the group’s and parent company’s ability to continue as
a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
5.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
5.1 Revenue recognition — Passenger Ticket Revenue
Key audit matter description
Passenger Ticket Revenue of US$6,909 million (2023: US$5,782 million) which
primarily reflects customer deposits received from guests, is recognised in full upon
completion of voyages with durations of 10 nights or less and on a pro rata basis
for voyages in excess of 10 nights.
Appropriate revenue recognition is dependent upon the accurate, complete and
timely transfer of significant volumes of data between reservation systems and the
general ledger, using highly automated processes. Additionally, certain manual
adjustments are periodically made, including the adjustment required to pro rate
revenue for voyages in excess of 10 nights. We have therefore identified the
recognition of Passenger Ticket Revenue as a key audit matter due to the level of
audit effort required and the potential fraud risk that exists in respect of manual
journals directly impacting revenue.
Management’s associated accounting policy is detailed in Note 2 to the financial
statements.
130
How the scope of our audit
responded to the key audit
matter
To address this key audit matter, we have performed the following procedures:
• Obtained an understanding of the revenue recognition process, including the
interaction with customer deposits.
• Tested and placed reliance on the relevant controls over revenue recognition,
including working with our IT specialists to test the general IT controls of
relevant systems.
• Assessed the consistency of data held in the reservation systems, with that
transferred to the general ledger.
• Tested the accuracy of revenue recognised in the current year and
previous years by agreeing the underlying data for a sample of transactions
through to booking confirmation, completion of voyage and corresponding
cash receipt (where necessary).
• Formed an independent expectation for revenue and compared this to the
amounts recognised by management. This included assessing whether the
source data used to form our expectation was complete and accurate.
• Evaluated the supporting evidence for a sample of reconciling items identified
between reservation systems and the general ledger (where applicable).
• Performed procedures over customer deposits to assess whether the liability
recorded as of November 30, 2024 is limited to cash receipts in respect of
future voyages and that the revenue recognised in the year is complete.
• Tested manual journal postings directly impacting revenue including the
adjustment required to pro rate revenue for voyages of more than 10 nights,
whereby we assessed the consistency of the adjustments made with supporting
evidence including booking and cruise itinerary information.
Key observations
Based on our audit procedures we are satisfied that the recognition of Passenger
Ticket Revenue, and the associated disclosure in the financial statements, is
appropriate.
5.2 Valuation of ship assets
Key audit matter description
The group holds significant amounts of property and equipment
US$10,489 million (2023: US$10,868 million) in the form of cruise ships, as
detailed in Note 10 to the financial statements. Cruise ships are held at cost less
accumulated depreciation and impairment, with management performing
impairment reviews whenever events or circumstances indicate that the carrying
value of a ship may not be recoverable. Accordingly, a risk exists that the carrying
value of these ships is inappropriate.
In 2024 management performed a trigger assessment, in line with the requirements
of IAS 36 “Impairment of Assets” and concluded that a detailed impairment
review was necessary for one of the European brands. A value in use model has
been prepared which includes several assumptions, the most significant of which is
the increase in net yields. The assessment prepared by management concluded no
impairment was considered necessary.
Management’s associated accounting policy is detailed in Note 2 and significant
estimate disclosures are detailed in Note 10 to the financial statements.
How the scope of our audit
responded to the key audit
matter
To address this key audit matter, we have performed the following procedures:
• Obtained an understanding of the impairment review process and tested the
relevant management review control.
• Assessed the consistency of management’s impairment analysis and model
with the requirements of IAS 36 “Impairment of Assets”.
• Evaluated the mechanical accuracy of management’s impairment model.
• Performed independent sensitivity analysis to identify the significance of
inputs and assumptions applied within management’s forecast.
• Challenged the appropriateness of the significant inputs and assumptions
identified, principally the increase in net yields. Specifically, we considered
external benchmarking data, historical forecasting accuracy, current revenue
bookings and costs trends.
• Worked with our internal valuation specialists to assess the appropriateness of
the discount rate, by independently developing a reasonable range and
comparing management’s rate with this range.
• Assessed the appropriateness of the disclosures included within the financial
statements.
131
Key observations
We are satisfied that the judgements applied and disclosures within the financial
statements are appropriate and concur with management’s conclusion that no
impairment is required.
6.
Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in
planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Parent company financial statements
Materiality
US$70 million (2023:
US$70 million)
US$63 million (2023:
US$65 million)
Basis for determining materiality
0.8% of forecast revenue (2023:
0.9% of revenue). This represents
0.7% of total reported revenue.
Parent company materiality was
determined on the basis of 0.5% of
total assets (2023: 1.0% of total
assets), which is capped at 90% of
group materiality (2023: capped at
US$65 million)
Rationale for the benchmark applied
We consider revenue to be an
appropriate and stable benchmark,
noting that profitability continues to
be adversely impacted by interest
costs reflecting the increased level of
debt held by the group, as a result of
the COVID-19 pandemic. Revenue
is a key performance indicator and
key metric for the users of the
financial statements.
We consider total assets to be an
appropriate benchmark for the
company as this entity is also
impacted by the level of debt (in
terms of both net assets and
profitability) held as a result of the
COVID-19 pandemic. We have
capped this at 90% of the group
materiality.
Group materiality
US$70 million
Revenue US$9,413
million
Revenue
Group materiality
Component materiality
range US$21 million to
US$25 million
Audit Committee reporting
threshold US$3.5 million
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected
and undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements
Parent company financial statements
Performance materiality
60% of group materiality (2023:
75%)
60% of parent company materiality
(2023: 75%)
Basis and rationale for determining
performance materiality
In determining performance materiality, we considered the following factors:
• Our understanding of the group and its environment, reflecting that
this is our first year as auditor.
• The quality and maturity of the control environment, including
consideration of the areas where we identified deficiencies in internal
control, as well as our conclusion that we were able to rely on the
operating effectiveness of internal controls.
• The size and nature of the uncorrected misstatements identified in the
prior year audit.
• Changes in the business noted from the prior year.
132
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of
US$3.5 million (2023: US$7 million), as well as differences below that threshold that, in our view, warranted reporting
on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the
overall presentation of the financial statements.
7.
An overview of the scope of our audit
7.1. Identification and scoping of components
Our group audit was scoped by obtaining an understanding of the nature of the group and its subsidiaries and assessing
the risks of material misstatement at the group level. We concluded that the group is made up of 11 components.
These components were identified at the brand level, plus certain consolidation components. We identified three (2023:
three) components AIDA, Costa and Carnival UK (Cunard and P&O Cruises (UK)) which we concluded to be financially
significant, and we therefore performed full scope audit procedures over these components. Additionally, we performed
audit procedures on specified account balances and classes of transactions at an additional three (2023: three)
components: HAP Alaska, Princess and Corporate. This provided coverage of 84% of revenue, 95% of profit before tax
and 95% of net assets.
For the parent company audit, we concluded that Carnival plc comprises six components. These components were
identified at the brand level, plus certain consolidation components. We identified one component, Carnival UK (Cunard
and P&O Cruises (UK)), which we concluded to be financially significant, and we therefore performed full scope audit
procedures over this component. Additionally, we performed audit procedures on specified account balances and classes
of transactions at an additional two components: Princess and Corporate. Audit procedures performed for the group
as described above have been leveraged for the audit of the parent company financial statements.
Audit work was performed by the group team on Carnival UK, as well as component audit teams in Italy on Costa, in
Germany on AIDA and in the US on HAP Alaska, Princess and Corporate. The way we worked with component audit
teams is described in section 7.4. Further work was performed at a group level over the consolidation. The group
team performed analytical procedures over the components that had not been selected for full-scope audits or audits of
specified account balances.
16%
82%
2%
Group Revenue
5%
5%
71%
63%
24%
32%
Group Profit
before tax
Group Net assets
Full audit scope
Specified account balances
Review at group level
Full audit scope
Specified account balances
Review at group level
Full audit scope
Specified account balances
Review at group level
7.2. Our consideration of the control environment
Our audit strategy is to rely on controls over certain business cycles, including passenger ticket revenue within the
financially significant components. This strategy involves the relevant IT systems that impact these business cycles,
where we have tested and relied upon General IT controls on those systems. For passenger ticket revenue, this includes
certain reservation systems at the financially significant components, as well as the global financial reporting system which
is consistent across components.
In addition to these, we have tested and relied upon controls for certain processes within business cycles, such as those
relating to property, plant and equipment in certain components. We also obtained an understanding of the controls
relating to certain processes, such as those relating to impairment and going concern.
Where control deficiencies are identified, either through the group’s own assurance framework, including Internal Audit
(“Risk Advisory and Assurance Services”, “RAAS”), or through the external audit, these are reported to management
and the Audit Committee as appropriate. Where control deficiencies had been identified and the remediation activity
remained ongoing during the year, or the remediated controls were not effective throughout the whole accounting
period, we did not seek to place reliance on those relevant controls for the purpose of our audit.
133
7.3. Our consideration of climate-related risks
The group is exposed to the impacts of climate change on its business and operations as highlighted in the Task Force
on Climate-Related Financial Disclosures (TCFD) report in Section XIX. Sustainability and Environmental Impact of
the Strategic Report, the viability statement included in the Strategic Report, the principal risks in Section 4. Risk
Management and/or Mitigation of Principal and Emerging Risks in the Strategic Report, and in Note 1 of the financial
statements. The group has set out their 2030 Climate Action Goals as part of Section XIX. Sustainability and
Environmental Impact of the Strategic Report.
We engaged with management to gain an understanding of the assessment of, and the process undertaken to both
identify and quantify, the group’s climate-related risks.
We completed our own climate-based risk assessment in order to consider the potential impact of climate change on the
group’s financial statements, incorporating both business specific knowledge and wider industry awareness, including
the extent to which the impact has been included in the group’s forecast financial information. We used this to assess the
completeness of the group’s identified risks and to develop audit procedures to respond to these risks, in particular as
part of our work in relation to ship impairment and long-term viability, as well as considering climate-related risks
throughout our risk assessments on each financial statement account balance. Further details of our work in relation to
ship impairment are set out in the ‘Valuation of ships’key audit matter in section 5.1 above.
In considering the disclosures presented as part of the Strategic Report, we engaged our climate specialists to assess
compliance with the TCFD requirements and the recommendations made by both the Task Force and the FRC as set
out in their thematic reviews. We also assessed whether these disclosures reflect our understanding of the group’s approach
to climate and did not identify any material inconsistencies as a result of these procedures.
7.4. Working with other auditors
The group audit was conducted exclusively by the global network of Deloitte member firms under the direction and
supervision of the group audit team. Component auditors were assigned to perform audit procedures in line with the
scoping of the respective components within their jurisdiction.
The group team was involved in the component auditors’work throughout the course of the group audit. The extent of
our involvement which commenced from the planning phase, whereby in person planning meetings were held, included:
•
Setting the scope of work for each component auditor and assessment of the component auditors’ independence.
•
Designing the audit procedures for all significant risks to be addressed by component auditors and issuing
group audit instructions detailing the nature and form of the reporting required by the group engagement team.
Frequent calls and meetings (including further in person meetings) were held between the group and component teams
and our procedures included, where appropriate, providing direction on enquiries made by the component auditors
through online and telephone conversations, a review of each component auditor’s engagement file by a senior member
of the group audit team and group team virtual or in-person attendance at local component audit close meetings.
Component visits were performed in the US, Italy and Germany.
8.
Other information
The other information comprises the information included in the Carnival plc Annual Report other than the Carnival
plc financial statements and our auditor’s report thereon. The other information therefore includes the Strategic Report,
the DLC Financial Statements and Other Information, and Other Information from the Proxy Statement. The directors
are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears
to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether
this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9.
Responsibilities of directors
As explained more fully in the directors’responsibilities statement, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
134
directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s
ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The
extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance
with laws and regulations, we considered the following:
•
the nature of the industry and sector, control environment and business performance including the design of the
group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
•
the group’s own assessment of the risks that irregularities may occur either as a result of fraud or error;
•
results of our enquiries of management, Risk Advisory and Assurance Services (“RAAS”), in-house legal
counsel, the directors and the audit committee about their own identification and assessment of the risks of
irregularities, including those that are specific to the group’s sector;
•
any matters we identified having obtained and reviewed the group’s documentation of their policies and
procedures relating to:
•
identifying, evaluating and complying with laws and regulations and whether they were aware of any
instances of non-compliance;
•
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected
or alleged fraud;
•
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
•
the matters discussed among the audit engagement team including significant component audit teams and
relevant internal specialists, including tax, valuations, pensions, IT and forensic specialists regarding how and
where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation
for fraud and identified the greatest potential for fraud in the following area: Revenue recognition — Passenger Ticket
Revenue. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to
the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on
provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures
in the financial statements. The key laws and regulations we considered in this context included the UK Companies
Act, Listing Rules, pensions legislation and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial
statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
These included maritime environmental laws and compliance with the group’s relevant operating licences.
11.2. Audit response to risks identified
As a result of performing the above, we identified Revenue recognition — Passenger Ticket Revenue a key audit matter
related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail
and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above our procedures to respond to risks identified included the following:
•
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance
with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
135
•
enquiring of management, the audit committee and in-house legal counsel concerning actual and potential
litigation and claims;
•
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;
•
reading minutes of meetings of those charged with governance, reviewing Risk Advisory and Assurance
Services (“RAAS”) reports and reviewing correspondence with relevant tax authorities.
•
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal
entries and other adjustments; assessing whether the judgements made in making accounting estimates are
indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual
or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members including internal specialists and significant component audit teams and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’remuneration report to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained
in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’
report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’statement in relation to going concern, longer-term viability and
that part of the Corporate Governance Statement relating to the group’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
•
the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified included in Section 5. Going Concern Confirmation and Viability
Statement of the Strategic Report;
•
the directors’explanation as to its assessment of the group’s prospects, the period this assessment covers and
why the period is appropriate included in section 5 as above;
•
the directors’statement on fair, balanced and understandable included in Annex A to the Proxy
Statement—Carnival plc Directors’ Report;
•
the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks included
in Annex C to the Proxy Statement — Carnival plc Corporate Governance Report;
•
the section of the annual report that describes the review of effectiveness of risk management and internal
control systems included in the Annex C as above; and
•
the section describing the work of the audit committee included in Annex C as above.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not received all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
•
the parent company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
136
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’
remuneration have not been made or the part of the directors’remuneration report to be audited is not in agreement
with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the audit committee, we were appointed by the shareholders on 5 April 2024 to audit
the financial statements for the year ending 30 November 2024 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and reappointments of the firm is 1 year, covering the year ending
30 November 2024.
15.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance
with ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR)
4.1.15R — DTR 4.1.18R, these financial statements will form part of the Electronic Format Annual Financial Report
filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R — DTR 4.1.18R. This auditor’s
report provides no assurance over whether the Electronic Format Annual Financial Report has been prepared in
compliance with DTR 4.1.15R — DTR 4.1.18R.
Alistair Pritchard FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
27 January 2025
137
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in millions, except per share data)
Years Ended November 30,
2024
2023
2022
Revenues
Passenger ticket
...........................
$
16,463
$
14,067
$
7,022
Onboard and other
........................
8,558
7,526
5,147
25,021
21,593
12,168
Operating Expenses
Commissions, transportation and other
..........
3,232
2,761
1,630
Onboard and other
........................
2,678
2,375
1,528
Payroll and related
.........................
2,464
2,373
2,181
Fuel
...................................
2,007
2,047
2,157
Food
..................................
1,457
1,335
863
Ship and other impairments
..................
—
—
440
Other operating
...........................
3,801
3,426
2,958
Cruise and tour operating expenses
.............
15,638
14,317
11,757
Selling and administrative
....................
3,252
2,950
2,515
Depreciation and amortization
................
2,557
2,370
2,275
21,447
19,637
16,547
Operating Income (Loss)
......................
3,574
1,956
(4,379)
Nonoperating Income (Expense)
Interest income
...........................
93
233
74
Interest expense, net of capitalized interest
........
(1,755)
(2,066)
(1,609)
Debt extinguishment and modification costs
.......
(79)
(111)
(1)
Other income (expense), net
..................
83
(75)
(165)
(1,659)
(2,018)
(1,701)
Income (Loss) Before Income Taxes
...............
1,915
(62)
(6,080)
Income Tax Benefit (Expense), Net
...............
1
(13)
(14)
Net Income (Loss)
...........................
$
1,916
$
(74)
$
(6,093)
Earnings Per Share
Basic
..................................
$
1.50
$
(0.06)
$
(5.16)
Diluted
.................................
$
1.44
$
(0.06)
$
(5.16)
The accompanying notes are an integral part of these consolidated financial statements.
138
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Years Ended November 30,
2024
2023
2022
Net Income (Loss)
....................................
$
1,916
$
(74)
$
(6,093)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment
...........
(3)
52
(503)
Other
...........................................
(34)
(8)
22
Other Comprehensive Income (Loss)
.......................
(36)
44
(481)
Total Comprehensive Income (Loss)
........................
$
1,879
$
(30)
$
(6,574)
The accompanying notes are an integral part of these consolidated financial statements.
DLC Financial Statements
and Other Information
139
CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(in millions, except par values)
November 30,
2024
2023
ASSETS
Current Assets
Cash and cash equivalents
.....................................
$
1,210
$
2,415
Trade and other receivables, net
.................................
590
556
Inventories
...............................................
507
528
Prepaid expenses and other
....................................
1,070
1,767
Total current assets
........................................
3,378
5,266
Property and Equipment, Net
.....................................
41,795
40,116
Operating Lease Right-of-Use Assets, Net
............................
1,368
1,265
Goodwill
...................................................
579
579
Other Intangibles
.............................................
1,163
1,169
Other Assets
................................................
775
725
$
49,057
$
49,120
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt
...............................
$
1,538
$
2,089
Current portion of operating lease liabilities
........................
163
149
Accounts payable
...........................................
1,133
1,168
Accrued liabilities and other
...................................
2,358
2,003
Customer deposits
..........................................
6,425
6,072
Total current liabilities
......................................
11,617
11,481
Long-Term Debt
.............................................
25,936
28,483
Long-Term Operating Lease Liabilities
..............................
1,239
1,170
Other Long-Term Liabilities
.....................................
1,012
1,105
Contingencies and Commitments
Shareholders’ Equity
Carnival Corporation common stock, $0.01 par value; 1,960 shares authorized;
1,294 shares issued at 2024 and 1,250 shares issued at 2023
............
13
12
Carnival plc ordinary shares, $1.66 par value; 217 shares issued at 2024 and
2023
..................................................
361
361
Additional paid-in capital
.....................................
17,155
16,712
Retained earnings
...........................................
2,101
185
Accumulated other comprehensive income (loss) (“AOCI”)
..............
(1,975)
(1,939)
Treasury stock, 130 shares at 2024 and 2023 of Carnival Corporation and 73
shares at 2024 and 2023 of Carnival plc, at cost
....................
(8,404)
(8,449)
Total shareholders’ equity
...................................
9,251
6,882
$
49,057
$
49,120
The accompanying notes are an integral part of these consolidated financial statements.
140
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended November 30,
2024
2023
2022
OPERATING ACTIVITIES
Net income (loss)
...................................
$
1,916
$
(74)
$
(6,093)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities
Depreciation and amortization
........................
2,557
2,370
2,275
Impairments
.....................................
—
21
470
(Gain) loss on debt extinguishment
.....................
76
98
1
(Income) loss from equity-method investments
.............
(9)
13
38
Share-based compensation
...........................
62
53
101
Amortization of discounts and debt issue costs
.............
141
161
171
Non-cash lease expense
.............................
142
145
148
Gain on sales of ships
..............................
(41)
(88)
(7)
Greenhouse gas regulatory expense
.....................
46
—
—
Other
..........................................
71
56
65
4,963
2,756
(2,832)
Changes in operating assets and liabilities
Receivables
......................................
(49)
(180)
(171)
Inventories
......................................
9
(85)
(95)
Prepaid expenses and other assets
......................
352
397
(874)
Accounts payable
..................................
(26)
77
283
Accrued liabilities and other
..........................
167
147
341
Customer deposits
.................................
507
1,169
1,679
Net cash provided by (used in) operating activities
.........
5,923
4,281
(1,670)
INVESTING ACTIVITIES
Purchases of property and equipment
.....................
(4,626)
(3,284)
(4,940)
Proceeds from sales of ships and other property and equipment . . .
58
340
70
Purchase of short-term investments
.......................
—
—
(315)
Proceeds from maturity of short-term investments
............
—
—
515
Other
............................................
34
134
(97)
Net cash provided by (used in) investing activities
..........
(4,535)
(2,810)
(4,767)
FINANCING ACTIVITIES
Repayments of short-term borrowings
.....................
—
(200)
(2,590)
Principal repayments of long-term debt
....................
(5,436)
(7,660)
(2,075)
Debt issuance costs
..................................
(203)
(131)
(153)
Debt extinguishment costs
.............................
(41)
(79)
(1)
Proceeds from issuance of long-term debt
..................
3,095
2,961
7,209
Proceeds from issuance of common stock
..................
—
5
1,180
Proceeds from issuance of common stock under the Stock Swap
Program
........................................
—
22
95
Purchase of treasury stock under the Stock Swap Program
......
—
(20)
(87)
Other
............................................
1
13
(1)
Net cash provided by (used in) financing activities
.........
(2,584)
(5,089)
3,577
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
....................................
(8)
17
(79)
Net increase (decrease) in cash, cash equivalents and restricted
cash
........................................
(1,204)
(3,601)
(2,940)
Cash, cash equivalents and restricted cash at beginning of year
....
2,436
6,037
8,976
Cash, cash equivalents and restricted cash at end of year
.....
$
1,231
$
2,436
$
6,037
The accompanying notes are an integral part of these consolidated financial statements.
DLC Financial Statements
and Other Information
141
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions)
Common
stock
Ordinary
shares
Additional
paid-in
capital
Retained
earnings
AOCI
Treasury
stock
Total
shareholders’
equity
At November 30, 2021
............
$
11
$
361
$
15,292
$
6,448
$
(1,501)
$
(8,466)
$
12,144
Net income (loss)
.............
—
—
—
(6,093)
—
—
(6,093)
Other comprehensive income (loss)
...
—
—
—
—
(481)
—
(481)
Issuances of common stock, net
.....
1
—
1,178
—
—
—
1,180
Issuance of Convertible Notes
......
—
—
229
—
—
—
229
Purchases and issuances under the Stock
Swap Program, net
...........
—
—
95
—
—
(87)
8
Issuance of treasury shares for vested
share-based awards
...........
—
—
—
(85)
—
85
—
Share-based compensation and other
..
—
—
79
(1)
—
—
78
At November 30, 2022
............
12
361
16,872
269
(1,982)
(8,468)
7,065
Change in accounting principle (a)
...
—
—
(229)
(10)
—
—
(239)
Net income (loss)
.............
—
—
—
(74)
—
—
(74)
Other comprehensive income (loss)
...
—
—
—
—
44
—
44
Issuances of common stock, net
.....
—
—
5
—
—
—
5
Conversion of Convertible Notes
....
—
—
3
—
—
—
3
Purchases and issuances under the Stock
Swap Program, net
...........
—
—
22
—
—
(20)
2
Issuance of treasury shares for vested
share-based awards
...........
—
—
(41)
—
—
41
—
Share-based compensation and other
..
—
—
79
—
—
(2)
78
At November 30, 2023
............
12
361
16,712
185
(1,939)
(8,449)
6,882
Net income (loss)
.............
—
—
—
1,916
—
—
1,916
Other comprehensive income (loss)
...
—
—
—
—
(36)
—
(36)
Conversion of Convertible Notes
....
—
—
414
—
—
—
415
Issuance of treasury shares for vested
share-based awards
...........
—
—
(47)
—
—
47
—
Share-based compensation and other
..
—
—
76
—
—
(2)
75
At November 30, 2024
............
$
13
$
361
$
17,155
$
2,101
$
(1,975)
$
(8,404)
$
9,251
(a)
We adopted the provisions of
Debt — Debt with Conversion and Other Options and Derivative and
Hedging — Contracts in Entity’s Own Equity
on December 1, 2022.
The accompanying notes are an integral part of these consolidated financial statements.
142
CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — General
Description of Business
Carnival Corporation was incorporated in Panama in 1974 and Carnival plc was incorporated in England
and Wales in 2000. Together with their consolidated subsidiaries, they are referred to collectively in these
consolidated financial statements and elsewhere in this 2024 Annual Report as “Carnival Corporation & plc,”
“our,” “us” and “we.” The consolidated financial statements include the accounts of Carnival Corporation
and Carnival plc and their respective subsidiaries.
We are the largest global cruise company, and among the largest leisure travel companies, with a portfolio of
world-class cruise lines — AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America
Line, P&O Cruises (Australia), P&O Cruises (UK), Princess Cruises, and Seabourn.
In June 2024, we announced that we will sunset the P&O Cruises (Australia) brand and fold its Australia
operations into Carnival Cruise Line in March 2025.
DLC Arrangement
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.
Given the DLC arrangement, we believe that providing separate financial statements for each of Carnival
Corporation and Carnival plc would not present a true and fair view of the economic realities of their
operations. Accordingly, separate financial statements for Carnival Corporation and Carnival plc have not
been presented.
NOTE 2 — Summary of Significant Accounting Policies
Basis of Presentation
We consolidate entities over which we have control, as typically evidenced by a voting control of greater
than 50% or for which we are the primary beneficiary, whereby we have the power to direct the most
significant activities and the obligation to absorb significant losses or receive significant benefits from the
entity. We do not separately present our noncontrolling interests in the consolidated financial statements since
the amounts are immaterial. For affiliates we do not control but where significant influence over financial
DLC Financial Statements
and Other Information
143
and operating policies exists, as typically evidenced by a voting control of 20% to 50%, the investment is
accounted for using the equity method.
For 2023, we reclassified $11 million from restricted cash to prepaid expenses and other in the Consolidated
Balance Sheets to conform to the current year presentation.
Preparation of Consolidated Financial Statements
The preparation of our consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and
assumptions that affect the amounts reported and disclosed in our consolidated financial statements. We
have made reasonable estimates and judgments of such items within our consolidated financial statements
and there may be changes to those estimates in future periods. Actual results may differ from the estimates
used in preparing our consolidated financial statements. All material intercompany balances and
transactions are eliminated in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents include investments with maturities of three months or less at acquisition which
are stated at cost and present insignificant risk of changes in value.
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. These receivables are included
within trade and other receivables, net and are less allowances for expected credit losses.
Inventories
Inventories consist substantially of food, beverages, hotel supplies, fuel and retail merchandise, which are all
carried at the lower of cost or net realizable value. 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:
Years
Residual
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
related asset life (3-30)
0%
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 we believe add value to
144
our ships and have a useful life greater than one year and depreciating those improvements over their
estimated remaining useful life. The costs of repairs and maintenance, including those incurred when a ship
is taken out-of-service for scheduled maintenance, and minor improvement costs and expenses, are charged
to expense as incurred.
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.
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 environment and climate change. 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 for reasonableness whenever events or circumstances significantly change.
We evaluate ship asset impairments at the individual ship level which is the lowest level for which identifiable
cash flows are largely independent of the cash flows of other assets and liabilities. We review our ships for
impairment whenever events or circumstances indicate that the carrying value of a ship may not be recoverable.
If estimated future cash flows are less than the carrying value of a ship, an impairment charge is recognized
to the extent its carrying value exceeds its estimated fair value.
Leases
Substantially all of our leases for which we are the lessee are operating leases of port facilities and real
estate and are included within operating lease right-of-use assets, net, long-term operating lease liabilities
and current portion of operating lease liabilities in our Consolidated Balance Sheets. We determine if an
arrangement is or contains a lease at the lease inception date by evaluating whether the arrangement conveys
the right to use an identified asset and whether we obtain substantially all of the economic benefits from
and have the ability to direct the use of the asset.
We have port facilities and real estate lease agreements with lease and non-lease components, and in such
cases, we account for the components as a single lease component.
We do not recognize lease assets and lease liabilities for any leases that have an initial term of twelve months
or less and do not include an option to purchase the underlying asset that we are reasonably certain to
exercise. For some of our port facilities and real estate lease agreements, we have the option to extend our
current lease term by 1 to 10 years. Generally, we do not include renewal options as a component of our
present value calculation as we are not reasonably certain that we will exercise the options.
As our leases do not have a readily determinable implicit rate, we estimate the incremental borrowing rate
(“IBR”) to determine the present value of lease payments. We apply judgment in determining the IBR
including considering the term of the lease, the currency in which the lease is denominated, and the impact
of collateral and our credit risk on the rate.
We recognize lease expense for our operating leases on a straight-line basis over the lease term.
Goodwill and Other Intangibles
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in
a business acquisition. We review our goodwill for impairment as of July 31 every year, or more frequently
if events or circumstances dictate. All of our goodwill has been allocated to our reporting units. The
impairment review for goodwill allows us to first assess qualitative factors to determine whether it is necessary
to perform a more detailed quantitative goodwill impairment test. We would perform the quantitative test
if our qualitative assessment determined it is more-likely-than-not that a reporting unit’s estimated fair value
is less than its carrying amount. We may also elect to bypass the qualitative assessment and proceed
directly to the quantitative test for any reporting unit. When performing the quantitative test, if the estimated
fair value of the reporting unit exceeds its carrying value, no further analysis is required. However, if the
estimated fair value of the reporting unit is less than the carrying value, goodwill is written down based on
DLC Financial Statements
and Other Information
145
the difference between the reporting unit’s carrying amount and its fair value, limited to the amount of
goodwill allocated to the reporting unit. Judgment is required in estimating the fair value of our reporting
unit.
Trademarks represent substantially all of our other intangibles. Trademarks are estimated to have an
indefinite useful life and are not amortizable but are reviewed for impairment at least annually and as events
or circumstances dictate. The impairment review for trademarks also allows us to first assess qualitative
factors to determine whether it is necessary to perform a more detailed quantitative trademark impairment
test. We would perform the quantitative test if our qualitative assessment determined it was more-likely-than-
not that the trademarks are impaired. We may also elect to bypass the qualitative assessment and proceed
directly to the quantitative test. Our trademarks would be considered impaired if their carrying value exceeds
their estimated fair value.
Emission Allowances
We became subject to the EU Emissions Trading System (“ETS”) on January 1, 2024, which includes a three-
year phase-in period. The ETS regulates emissions through a “cap and trade”principle, where a cap is set
on the total amount of certain emissions that can be emitted and requires us to procure emission allowances
for certain emissions inside EU waters (as defined in the ETS). Emission allowances are recorded at cost
and are included in prepaid expenses and other or other assets. Purchases of emission allowances are classified
as operating activities in our Consolidated Statements of Cash Flows. Emission obligations are recorded
when generated and are included in accrued liabilities and other and other long-term liabilities. The funded
portion of the emission obligations are measured at the carrying value of the emission allowances and the
unfunded portion of emission obligations is measured at the fair value of emission allowances necessary to
settle. We record expense for emissions in EU waters in fuel expense in the period incurred. Emission
allowances and obligations are derecognized when surrendered based on the first-in, first-out method, and
are non-cash activities.
Equity Method Investments
Equity method investments are initially recognized at cost and are included in other assets in the Consolidated
Balance Sheets. Our proportionate interest in their results is included in other income (expense), net 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 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 AOCI 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 AOCI to
offset the change in the translated value of the designated portion of net investment being hedged until the
146
investment is sold or substantially liquidated, while the impact attributable to components excluded from
the assessment of hedge effectiveness is recorded in interest expense, net of capitalized interest, 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 long-term, 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 and commodity price curves,
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.
Foreign Currency Translation and Transactions
These consolidated financial statements are presented in U.S. dollars. Each foreign entity determines its
functional currency by reference to its primary economic environment. Our most significant foreign entities
utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional currencies. We translate
the assets and liabilities of our 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 as a component of AOCI, which is a separate component of
shareholders’equity. Therefore, the U.S. dollar value of the non-equity translated items in our consolidated
financial statements will fluctuate from period to period, depending on the changing value of the U.S.
dollar versus these currencies.
We execute 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, unless such monetary balances have been designated as hedges of net investments in our foreign
entities. The net gains or losses resulting from foreign currency transactions were not material in 2024,
2023 and 2022. In addition, the unrealized gains or losses on our long-term intercompany receivables and
payables which are denominated in a non-functional currency and which are not expected to be repaid in the
foreseeable future are recorded as foreign currency translation adjustments included as a component of
AOCI.
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 costs and expenses of a voyage are recognized as cruise
costs and 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 costs 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 other revenues based upon the estimated standalone selling
prices of those goods and services. Future travel discount vouchers are included as a reduction of cruise
passenger ticket revenues when such vouchers are utilized. Guest cancellation fees, when applicable, are
recognized in passenger ticket revenues at the time of cancellation.
Our sales to guests of air and other transportation to and from airports near the home ports of our ships
are included in passenger ticket revenues, and the related costs of these services are included in prepaid
expenses and other when paid prior to the start of a voyage and are subsequently recognized in transportation
costs at the time of revenue recognition. The cost of prepaid air and other transportation costs at
November 30, 2024 was $219 million. The proceeds that we collect from the sales of third-party shore
excursions are included in onboard and other revenues and the related costs are included in onboard and
other costs. The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted
DLC Financial Statements
and Other Information
147
to them, are included in onboard and other revenues as concession revenues. All of these amounts are
recognized on a completed voyage or pro rata basis as discussed above.
Fees, taxes and charges that vary with guest head counts are expensed in commissions, transportation and
other costs when the corresponding revenues are recognized. The remaining portion of fees, taxes and charges
are expensed in other operating expenses when the corresponding revenues are recognized.
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 voyage. Cash received from guests in advance of the cruise is recorded in customer deposits and in other
long-term liabilities on our Consolidated Balance Sheets. These amounts include refundable deposits. We
had total customer deposits of $6.8 billion and $6.4 billion as of November 30, 2024 and 2023, which includes
approximately $25 million of unredeemed Future Cruise Credits (“FCCs”) as of November 30, 2024. At
November 30, 2023, we had approximately $134 million of unredeemed FCCs, of which $111 million were
refundable. During 2024 and 2023, we recognized revenues of $5.5 billion and $4.1 billion related to our
customer deposits as of November 30, 2023 and 2022. Our customer deposits balance changes due to the
seasonal nature of cash collections, which typically results from higher ticket prices and occupancy levels
during the third quarter, the recognition of revenue, refunds of customer deposits and foreign currency
changes.
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 other and subsequently recognize these amounts as commissions, transportation
and other 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 $336 million and $294 million as of
November 30, 2024 and 2023.
Insurance
We use a combination of insurance and self-insurance 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 up to the amount of recorded losses at the time the recovery is probable
and upon settlement for amounts in excess of the recorded losses. All of our insurance policies are subject
to coverage limits, exclusions and deductible levels. The liabilities associated with crew illnesses and crew and
guest injury claims, including all legal costs, are estimated based on the specific merits of the individual
claims or actuarially estimated based on historical claims experience, loss development factors and other
assumptions.
Selling and Administrative Expenses
Selling expenses include a broad range of advertising, marketing and promotional expenses. Advertising is
charged to expense as incurred, except for media production costs, which are expensed upon the first airing of
the advertisement. Selling expenses totaled $925 million in 2024, $851 million in 2023 and $744 million in
2022. 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 all 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 estimate compensation cost based on the probability of
the performance condition being achieved and recognize expense ratably using the straight-line attribution
148
method over the expected vesting period. 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. 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
including the dilutive effect of convertible notes using the if-converted method. For earnings per share
purposes, Carnival Corporation common stock and Carnival plc ordinary shares are considered a single class
of shares since they have equivalent rights.
Accounting Pronouncements
In September 2022, the Financial Accounting Standards Board (“FASB”) issued guidance,
Liabilities-
Supplier Finance Programs — Disclosure of Supplier Finance Program Obligations.
This guidance requires
that a buyer in a supplier finance program disclose sufficient information about the program to allow a user
of financial statements to understand the program’s nature, activity during the period, changes from
period to period, and potential magnitude. On December 1, 2023, we adopted this guidance using the
retrospective method for each period presented. The adoption of this guidance had no impact on our
consolidated financial statements and related disclosures.
In November 2023, the FASB issued guidance,
Segment Reporting — Improvements to Reportable Segment
Disclosures.
This guidance requires annual and interim disclosure of significant segment expenses that are
provided to the chief operating decision maker (“CODM”) as well as interim disclosures for all reportable
segments’ profit or loss and assets. This guidance also requires disclosure of the title and position of the
CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in
assessing segment performance and deciding how to allocate resources. This guidance is required to be
adopted by us in 2025. We are currently evaluating the impact this guidance will have on our consolidated
financial statements and related disclosures.
In December 2023, the FASB issued guidance,
Income Taxes — Improvements to Income Tax Disclosures.
This guidance requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction,
as well as other amendments relating to income tax disclosures. This guidance is required to be adopted by
us in 2026. We are currently evaluating the impact this guidance will have on our consolidated financial
statements and related disclosures.
In November 2024, the FASB issued guidance,
Income Statement — Reporting Comprehensive Income —
Expense Disaggregation Disclosures — Disaggregation of Income Statement Expenses.
This guidance requires
annual and interim disclosure of disaggregated information for certain costs and expenses. This guidance
is required to be adopted by us in 2028. We are currently evaluating the impact this guidance will have on our
consolidated financial statements and related disclosures.
In November 2024, the FASB issued guidance,
Debt — Debt with Conversion and Other Options — Induced
Conversions of Convertible Debt Instruments.
This guidance clarifies the requirements for determining whether
certain settlements of convertible debt instruments should be accounted for as induced conversions or
extinguishments. This guidance is required to be adopted by us in 2027. We are currently evaluating the impact
this guidance will have on our consolidated financial statements.
NOTE 3 — Property and Equipment
November 30,
(in millions)
2024
2023
Ships and ship improvements
.................................
$
58,649
$
55,026
Ships under construction
....................................
535
1,284
Other property and equipment
................................
4,705
4,213
Total property and equipment
.................................
63,889
60,523
Less accumulated depreciation
................................
(22,094)
(20,407)
$
41,795
$
40,116
DLC Financial Statements
and Other Information
149
Capitalized interest amounted to $61 million in 2024, $64 million in 2023 and $48 million in 2022.
Sales of Ships
During 2024, we completed the sale of one North America and Australia (“NAA”) segment ship, which
represents a passenger-capacity reduction of 2,000 berths. We will continue to operate this ship under a
bareboat charter agreement through February 2025.
Refer to Note 10 — “Fair Value Measurements, Derivative Instruments and Hedging Activities and
Financial Risks, Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis,
Impairment of Ships” for additional discussion.
NOTE 4 — Equity Method Investments
At November 30, 2024 and 2023, we had a 49% and 40% noncontrolling interest in Grand Bahama
Shipyard Ltd. (“Grand Bahama”), a ship repair and maintenance facility. During 2024, we acquired an
additional 9% ownership interest in Grand Bahama. As of November 30, 2024, our investment in Grand
Bahama was $45 million, consisting of $28 million in equity and a loan of $18 million. As of November 30,
2023, our investment in Grand Bahama was $43 million, consisting of $25 million in equity and a loan of
$18 million. Grand Bahama provided an immaterial amount of services to us in 2024, 2023 and 2022.
We have a 50% noncontrolling interest in Floating Docks S. de RL. (“Floating Docks”), an entity that will
purchase two floating drydocks and will then lease them to Grand Bahama. As of November 30, 2024 and
2023 our investment in Floating Docks was $81 million and $21 million. We have provided payment
guarantees on behalf of Floating Docks. As of November 30, 2024 and 2023, the amounts outstanding
under these guarantees were $37 million and $46 million.
In November 2024, we entered into an agreement to sell one-third of our interest in Grand Bahama and
Floating Docks. The closing is subject to government approval. If approved, the sale will not have a material
impact to our consolidated financial statements.
We have a 45% noncontrolling interest in the White Pass & Yukon Route (“White Pass”) that includes port,
railroad and retail operations in Skagway, Alaska. White Pass provided an immaterial amount of services
to us in 2024, 2023 and 2022. In 2022, we evaluated whether our investment in White Pass was other than
temporarily impaired and performed an impairment assessment. As a result of our assessment, we recognized
impairment charges for 2022 of $30 million in other income (expense), net. As of November 30, 2024, our
investment in White Pass was $58 million, consisting of $26 million in equity and a loan of $32 million. As of
November 30, 2023, our investment in White Pass was $53 million, consisting of $21 million in equity and
a loan of $32 million.
During 2023, we completed the exit of our noncontrolling interest in Adora Cruises Limited, formerly
CSSC Carnival Cruise Shipping Limited, a China-based cruise company (“Adora Cruises”), and recognized
losses on exit of $21 million within other income (expense).
Our proportionate interest in the results of our equity method investments is not material.
150
NOTE 5 — Debt
November 30,
(in millions)
Maturity
Rate (a)
2024
2023
Secured Subsidiary Guaranteed
Notes
Notes
.......................
Jun 2027
7.9%
$
192
$
192
Notes (b)
.....................
Aug 2027
9.9%
—
623
Notes
.......................
Aug 2028
4.0%
2,406
2,406
Notes
.......................
Aug 2029
7.0%
500
500
Loans
EUR floating rate (b)
.............
Jun 2025
EURIBOR + 3.8%
—
851
Floating rate
...................
Aug 2027 – Oct 2028
SOFR + 2.8% (c)
2,449
3,567
Total Secured Subsidiary Guaranteed
..
5,547
8,138
Senior Priority Subsidiary Guaranteed
Notes
.......................
May 2028
10.4%
2,030
2,030
Unsecured Subsidiary Guaranteed
Notes
Convertible Notes
...............
Oct 2024
5.8%
—
426
Notes
.......................
Mar 2026
7.6%
1,351
1,351
EUR Notes (b)
.................
Mar 2026
7.6%
—
550
Notes (b)
.....................
Mar 2027
5.8%
2,722
3,100
Convertible Notes
...............
Dec 2027
5.8%
1,131
1,131
Notes
.......................
May 2029
6.0%
2,000
2,000
EUR Notes
...................
Jan 2030
5.8%
528
—
Notes
.......................
Jun 2030
10.5%
1,000
1,000
Loans
EUR floating rate (b) (d)
...........
Apr 2025
EURIBOR + 3.3%
211
678
Export Credit Facilities
Floating rate
...................
Dec 2031
SOFR + 1.2% (e)
514
583
Fixed rate
....................
Aug 2027 – Dec 2032
2.4 – 3.4%
2,370
2,756
EUR floating rate
...............
Mar 2025 – Nov 2034
EURIBOR + 0.2 – 0.8%
2,590
3,086
EUR fixed rate
.................
Feb 2031 – Sep 2037
1.1 – 4.0%
5,386
3,652
Total Unsecured Subsidiary Guaranteed
..
19,803
20,312
Unsecured Notes (No Subsidiary
Guarantee)
Notes
.......................
Jan 2028
6.7%
200
200
EUR Notes
...................
Oct 2029
1.0%
633
659
Total Unsecured Notes (No Subsidiary
Guarantee)
.................
833
859
Total Debt
....................
28,213
31,339
Less: unamortized debt issuance costs and
discounts
...................
(738)
(768)
Total Debt, net of unamortized debt
issuance costs and discounts
........
27,475
30,572
Less: current portion of long-term debt . .
(1,538)
(2,089)
Long-Term Debt
................
$
25,936
$
28,483
(a)
The reference rates, together with any applicable credit adjustment spread, for substantially all of our
variable debt have 0.0% to 0.75% floors.
(b)
See “
Debt Prepayments
” below.
(c)
As part of the repricing of our senior secured term loans, we amended the loans’ margin from
3.0% – 3.4% (inclusive of credit adjustment spread) to 2.8%. See “Repricing of senior secured term
loans” below.
(d)
The maturity of the principal amount of $211 million was extended from April 2024 to April 2025.
(e)
Includes applicable credit adjustment spread.
Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding the
following:
DLC Financial Statements
and Other Information
151
• $2.9 billion under an undrawn $1.9 billion, €0.9 billion and £0.1 billion multi-currency revolving
credit facility (“Revolving Facility”) of Carnival Holdings (Bermuda) II Limited (“Carnival
Holdings II”), a subsidiary of Carnival Corporation
• $2.0 billion of senior priority notes (the “2028 Senior Priority Notes”), issued by Carnival Holdings
(Bermuda) Limited (“Carnival Holdings”), a subsidiary of Carnival Corporation
• $0.9 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival
Corporation
• $0.2 billion under an export credit facility of Sun Princess II Limited, a subsidiary of Carnival
Corporation
All of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of
the following:
• Our 2028 Senior Priority Notes, issued by Carnival Holdings, which does not guarantee our other
outstanding debt
• The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not
guarantee our other outstanding debt
• The Revolving Facility of Carnival Holdings II, which does not guarantee our other outstanding
debt
As of November 30, 2024, the scheduled maturities of our debt are as follows:
(in millions)
Year
Principal Payments
2025
.........................................................
$
1,538
2026
.........................................................
2,683
2027
.........................................................
4,894
2028
.........................................................
8,726
2029
.........................................................
4,328
Thereafter
.....................................................
6,044
Total
.........................................................
$
28,213
Revolving Facility
As of November 30, 2024, Carnival Holdings II had $2.9 billion available for borrowing under the Revolving
Facility. Carnival Holdings II may continue to borrow or otherwise utilize available amounts under the
Revolving Facility through August 2027, subject to the satisfaction of the conditions in the facility.
Borrowings under the Revolving Facility bear interest at a rate of term SOFR, in relation to any loan in
U.S. dollars, EURIBOR, in relation to any loan in euros, or daily compounding SONIA, in relation to any
loan in sterling, plus a margin based on the long-term credit ratings of Carnival Corporation. This facility also
includes an emissions linked margin adjustment whereby, after the initial applicable margin is set per the
margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual
GHG emissions goals. In addition, we are required to pay certain fees on the aggregate unused commitments
under the Revolving Facility.
During 2023, in connection with the Revolving Facility, Carnival Corporation and Carnival plc contributed
three unencumbered vessels with a net book value of $2.9 billion on the date of contribution (the
“Revolving Facility Subject Vessels”) to Carnival Holdings II with each of the vessels continuing to be
operated under one of the Carnival Corporation & plc brands.
Repricing of Senior Secured Term Loans
During 2024, we entered into amendments with the lender syndicate to reprice $1.7 billion of our first-
priority senior secured term loan facility maturing in 2028 and $1.0 billion of our first-priority senior secured
term loan facility maturing in 2027, which are included within the total Secured Subsidiary Guaranteed
Loans balance in the debt table above. Subsequent to November 30, 2024, we entered into further amendments
with the lender syndicate to reprice the outstanding principal amounts under these facilities (“Repriced
Loans”). The Repriced Loans bear interest at a rate per annum equal to SOFR with a 0.75% floor, plus a
margin equal to 2.0%.
152
2030 Senior Unsecured Notes
During 2024, we issued $535 million aggregate principal amount of 5.8% senior unsecured euro notes due
2030. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding
principal amount of the 7.6% senior unsecured euro notes due 2026.
Debt Prepayments
During 2024, we made prepayments for the following debt instruments:
• Euro-denominated tranche of our first-priority senior secured term loan facility maturing in 2025
• First-priority senior secured term loan facilities maturing in 2027 and 2028
• 9.9% second-priority secured notes due 2027
• 7.6% senior unsecured euro notes due 2026
• 5.8% senior unsecured notes due 2027
• Euro floating rate loan due 2026
The aggregate amount of these prepayments was $3.8 billion.
Export Credit Facility Borrowings
During 2024, we borrowed $2.4 billion under export credit facilities due in semi-annual installments
through 2037. As of November 30, 2024, we had $7.8 billion of undrawn export credit facilities to fund ship
deliveries planned through 2033. As of November 30, 2024, the net book value of the vessels, excluding
ships under construction, subject to negative pledges pursuant to export credit facilities was $18.5 billion.
Convertible Notes
On July 1, 2024, our 5.8% convertible senior notes due 2024 (the “2024 Convertible Notes”) became
convertible, at the option of the holders, at any time prior to the close of business on September 27, 2024.
Pursuant to the terms of the indenture governing the 2024 Convertible Notes, we irrevocably elected to settle
conversions of the 2024 Convertible Notes during this period in shares of Carnival Corporation common
stock. Substantially all of the 2024 Convertible Notes were converted to shares of common stock, which
resulted in the issuance of approximately 41.5 million shares of common stock, and the remaining principal
balance was repaid at maturity on October 1, 2024.
In November 2022, we issued $1.1 billion aggregate principal amount of 5.8% convertible senior notes due
2027 (the “2027 Convertible Notes”and, together with the 2024 Convertible Notes, the “Convertible Notes”).
The 2027 Convertible Notes mature on December 1, 2027, unless earlier repurchased or redeemed by us or
earlier converted in accordance with their terms prior to the maturity date.
The 2027 Convertible Notes are convertible by holders, subject to the conditions described within the
indenture governing the 2027 Convertible Notes, into cash, shares of Carnival Corporation common stock,
or a combination thereof, at our election. The 2027 Convertible Notes have an initial conversion rate of
approximately 75 shares of Carnival Corporation common stock per $1,000 principal amount of notes,
equivalent to an initial conversion price of approximately $13.39 per share of common stock. The initial
conversion price of the 2027 Convertible Notes is subject to certain anti-dilutive adjustments and may also
increase if such 2027 Convertible Notes are converted in connection with a tax redemption or certain corporate
events as described within the indenture governing the 2027 Convertible Notes. Effective December 1,
2024, the 2027 Convertible Notes became convertible for the period beginning December 1, 2024 and ending
February 28, 2025. Refer to Note 15 — “Supplemental Cash Flow Information”for additional detail on
transactions related to the 2027 Convertible Notes.
We may redeem the 2027 Convertible Notes, in whole but not in part, at any time on or prior to the 40th
scheduled trading day immediately before the maturity date at a redemption price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest to the redemption date, if we or any guarantor
would have to pay any additional amounts on the 2027 Convertible Notes due to a change in tax laws,
regulations or rulings or a change in the official application, administration or interpretation thereof.
On or after December 5, 2025 and on or before the 40th scheduled trading day immediately before the
maturity date, we may redeem for cash all or part of the 2027 Convertible Notes, at our option, if the last
reported sale price of Carnival Corporation’s common stock exceeds 130% of the conversion price then in
effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding
DLC Financial Statements
and Other Information
153
the date on which we provide notice of redemption, during the 30 consecutive trading day period ending
on, and including, the trading day immediately preceding the date on which we provide notice of redemption.
The redemption price will equal 100% of the principal amount of the 2027 Convertible Notes being
redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
The net carrying value of the Convertible Notes was as follows:
November 30,
(in millions)
2024
2023
Principal
...................................................
$
1,131
$
1,557
Less: Unamortized debt discount and debt issue costs
....................
(19)
(27)
$
1,112
$
1,530
The interest expense recognized related to the Convertible Notes was as follows:
November 30,
(in millions)
2024
2023
2022
Contractual interest expense
................................
$
86
$
91
$
32
Amortization of debt discount and debt issue costs
................
8
9
29
$
94
$
100
$
61
As of November 30, 2024, the if-converted value above par was $1.0 billion on 84.5 million available shares
for the 2027 Convertible Notes.
Collateral and Priority Pool
As of November 30, 2024, the net book value of our ships and ship improvements, excluding ships under
construction, is $39.3 billion. Our secured debt is secured on a first-priority basis by certain collateral, which
includes vessels and certain assets related to those vessels and material intellectual property (combined net
book value of approximately $22.4 billion, including $20.8 billion related to vessels and certain assets related
to those vessels) as of November 30, 2024 and certain other assets.
As of November 30, 2024, $8.0 billion in net book value of our ships and ship improvements relate to the
priority pool vessels included in the priority pool of 12 unencumbered vessels (the “Senior Priority Notes
Subject Vessels”) for our 2028 Senior Priority Notes and $2.8 billion in net book value of our ship and ship
improvements relate to the priority pool vessels included in the priority pool of the three Revolving
Facility Subject Vessels for our Revolving Facility. As of November 30, 2024, there was no change in the
identity of the Senior Priority Notes Subject Vessels or the Revolving Facility Subject Vessels.
Covenant Compliance
As of November 30, 2024, our Revolving Facility, unsecured loans and export credit facilities contain
certain covenants listed below:
• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as
defined in the agreements) at a ratio of not less than 2.0 to 1.0 for each testing date occurring from
November 30, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and
November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026
testing date onwards and as applicable through their respective maturity dates
• For certain of our unsecured loans and export credit facilities, maintain minimum issued capital and
consolidated reserves (as defined in the agreements) of $5.0 billion
• Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed
65%
• Maintain minimum liquidity of $1.5 billion
• Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating
if we reach an investment grade credit rating in accordance with the agreement governing the Revolving
Facility)
• Limit the amounts of our secured assets as well as secured and other indebtedness
154
At November 30, 2024, we were in compliance with the applicable covenants under our debt agreements.
Generally, if an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-
acceleration clauses therein, substantially all of our outstanding debt and derivative contract payables
could become due, and our debt and derivative contracts could be terminated. Any financial covenant
amendment may lead to increased costs, increased interest rates, additional restrictive covenants and other
available lender protections that would be applicable.
NOTE 6 — Contingencies
Litigation
We are routinely involved in legal proceedings, claims, disputes, regulatory matters and governmental
inspections or investigations arising in the ordinary course of or incidental to our business. We have insurance
coverage for certain of these claims and actions, or any settlement of these claims and actions, and
historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our
self-insurance retention levels.
We record provisions in the consolidated financial statements for pending litigation when we determine that
an unfavorable outcome is probable and the amount of the loss can be reasonably estimated.
Legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable
rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages.
In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an
injunction or other order prohibiting us from selling one or more products at all or in particular ways,
precluding particular business practices or requiring other remedies. An unfavorable outcome might result
in a material adverse impact on our business, results of operations, financial position or liquidity.
As previously disclosed, on May 2, 2019, the Havana Docks Corporation filed a lawsuit against Carnival
Corporation in the U.S. District Court for the Southern District of Florida under Title III of the Cuban
Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act, alleging that Carnival
Corporation “trafficked”in confiscated Cuban property when certain ships docked at certain ports in
Cuba, and that this alleged “trafficking”entitles the plaintiffs to treble damages. On March 21, 2022, the
court granted summary judgment in favor of Havana Docks Corporation as to liability. On December 30,
2022, the court entered judgment against Carnival Corporation in the amount of $110 million plus $4 million
in fees and costs. We appealed. On October 22, 2024, the Court of Appeals for the 11
th
Circuit reversed the
District Court’s judgment against us. The case will be remanded to the District Court for further proceedings
in accordance with the decision. We believe the ultimate outcome of this matter will not have a material
impact on our consolidated financial statements.
As of November 30, 2024, two purported class actions brought against us by former guests in the Federal
Court in Australia and in Italy remain pending, as previously disclosed. These actions include claims based
on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe
emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships. On
October 24, 2023, the court in the Australian matter held that we were liable for negligence and for breach of
consumer protection warranties as it relates to the lead plaintiff. The court ruled that the lead plaintiff was
not entitled to any pain and suffering or emotional distress damages on the negligence claim and awarded
medical costs. In relation to the consumer protection warranties claim, the court found that distress and
disappointment damages amounted to no more than the refund already provided to guests and therefore
made no further award. Further proceedings will determine the applicability of this ruling to the remaining
class participants. We continue to take actions to defend against the above claims. We believe the ultimate
outcome of these matters will not have a material impact on our consolidated financial statements.
Regulatory or Governmental Inquiries and Investigations
We have been, and may continue to be, impacted by breaches in data security and lapses in data privacy,
which occur from time to time. These can vary in scope and range from inadvertent events to malicious
motivated attacks.
We have incurred legal and other costs in connection with cyber incidents that have impacted us. The
penalties and settlements paid in connection with cyber incidents over the last three years were not material.
While these incidents did not have a material adverse effect on our business, results of operations, financial
position or liquidity, no assurances can be given about the future and we may be subject to future attacks,
incidents or litigation that could have such a material adverse effect.
DLC Financial Statements
and Other Information
155
On March 14, 2022, the U.S. Department of Justice and the U.S. Environmental Protection Agency notified
us of potential civil penalties and injunctive relief for alleged Clean Water Act violations by owned and
operated vessels covered by the 2013 Vessel General Permit. We are working with these agencies to reach a
resolution of this matter. We believe the ultimate outcome will not have a material impact on our consolidated
financial statements.
Under the European Union Treaty, certain economic benefits that are provided under Italian law are subject
to approval on a periodic basis by the European Commission, with the most recent approval granted
through December 31, 2023. One of our subsidiaries continues to receive and recognize these benefits. The
Italian Government has requested approval for these benefits to continue to be applied after December 31,
2023. The timing of the European Commission’s decision is uncertain and could take more than a year. If
the European Commission were to deny a portion or all of the benefits, the Italian Government may be
required to retroactively disallow these benefits and seek reimbursement from us which would result in a
reversal of the recognition of such benefits, which depending on the timing of resolution, could have a
material impact on our consolidated financial statements.
Other Contingent Obligations
Some of the debt contracts we enter into include indemnification provisions obligating us to make payments
to the counterparty if certain events occur. These contingencies generally relate to changes in taxes or
changes in laws which increase the lender’s costs. There are no stated or notional amounts included in the
indemnification clauses, and we are not able to estimate the maximum potential amount of future payments,
if any, under these indemnification clauses.
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. Although the agreements vary, these
requirements may generally be satisfied either through a withheld percentage of customer payments or
providing cash funds directly to the credit card processor.
As of November 30, 2024 we were not required to maintain any reserve funds or compensating deposits. As
of November 30, 2023, we had $844 million in reserve funds and $158 million in compensating deposits
we were required to maintain, which were included within other assets.
NOTE 7 — Ship Commitments
As of November 30, 2024, our new ship growth capital commitments were $0.9 billion, $0.4 billion, $1.3
billion, $1.3 billion, $1.5 billion and $3.2 billion for the years ending November 30, 2025, 2026, 2027, 2028,
2029 and thereafter.
NOTE 8 — Taxation
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.
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
156
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, 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 (“IRS”) 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. source, 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.
We believe that the U.S. source transportation income earned by Carnival plc and its subsidiaries qualifies for
exemption from U.S. federal income tax under applicable bilateral U.S. income tax treaties.
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 and Australian Income Tax
Cunard, P&O Cruises (UK) and P&O Cruises (Australia) are divisions of Carnival plc and have elected to
enter the UK tonnage tax regime under a rolling ten-year term and, accordingly, reapply every year.
Companies to which the tonnage tax regime applies pay corporation taxes on profits calculated by reference
to the net tonnage of qualifying ships. UK corporation tax is not chargeable under the normal UK tax
rules on these brands’ relevant shipping income. Relevant shipping income includes income from the
operation of qualifying ships and from shipping related activities.
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.
P&O Cruises (Australia) and all of the other cruise ships operated internationally by Carnival plc for the
cruise segment of the Australian vacation region are exempt from Australian corporation tax by virtue of the
UK/Australian income tax treaty.
Italian and German Income Tax
In December 2024, the European Commission formally approved the Italian tonnage tax rules for 10 years.
In 2025, Costa and AIDA will elect to remain in the Italian tonnage tax regime through 2034. Companies to
which the tonnage tax regime applies pay corporation taxes on shipping profits calculated by reference to
the net tonnage of qualifying ships.
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.
DLC Financial Statements
and Other Information
157
The implementation of these rules will affect Carnival plc and its subsidiaries beginning in fiscal 2025 and
Carnival Corporation and certain of its subsidiaries beginning in fiscal 2026. We expect Carnival plc and its
subsidiaries will be eligible for the international shipping income exclusion based on their current structure.
Carnival Corporation and certain of its subsidiaries intend to align into a single tax jurisdiction where the
international shipping income for its North American brands is also expected to qualify for this exemption.
As a result, we do not believe the application of these rules will have a material impact on our consolidated
financial statements.
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.
NOTE 9 — Shareholders’ Equity
Carnival Corporation’s Articles of Incorporation authorize its Boards of Directors, at its discretion, to
issue up to 40.0 million shares of preferred stock. At November 30, 2024 and 2023, no Carnival Corporation
preferred stock or Carnival plc preference shares had been issued.
Public Equity Offerings
In August 2022, we completed a public offering of 117.5 million shares of Carnival Corporation common
stock at a price per share of $9.95, resulting in net proceeds of $1.2 billion.
Accumulated Other Comprehensive Income (Loss)
November 30,
(in millions)
2024
2023
2022
Cumulative foreign currency translation adjustments, net
......
$
(1,955)
$
(1,952)
$
(2,004)
Unrecognized pension expenses
.......................
(45)
(34)
(31)
Net gains on cash flow derivative hedges and other
..........
26
48
53
$
(1,975)
$
(1,939)
$
(1,982)
During 2024, 2023 and 2022, we had an immaterial amount of unrecognized pension expenses that were
reclassified out of accumulated other comprehensive loss and were included within payroll and related
expenses and selling and administrative expenses.
NOTE 10 — Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks
Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date and is measured using inputs
in one of the following three categories:
• Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or
liabilities that we have the ability to access. Valuation of these items does not entail a significant
amount of judgment
• Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not active or market data
other than quoted prices that are observable for the assets or liabilities
• Level 3 measurements are based on unobservable data that are supported by little or no market
activity and are significant to the fair value of the assets or liabilities
Considerable judgment may be required in interpreting market data used to develop the estimates of fair
value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the
amounts that could be realized in a current or future market exchange.
158
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
November 30, 2024
November 30, 2023
Carrying
Value
Fair Value
Carrying
Value
Fair Value
(in millions)
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Liabilities
Fixed rate debt (a)
..........
$22,449
$
— $23,241 $
—
$22,575
$
— $21,503 $
—
Floating rate debt (a)
........
5,764
—
5,685
—
8,764
—
8,225
—
Total
.................
$28,213
$
— $28,927 $
—
$31,339
$
— $29,728 $
—
(a)
The debt amounts above do not include the impact of interest rate swaps or debt issuance costs and
discounts. The fair values of our publicly-traded notes were based on their unadjusted quoted market
prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2.
The fair values of our other debt were estimated based on current market interest rates being applied
to this debt.
Financial Instruments that are Measured at Fair Value on a Recurring Basis
November 30, 2024
November 30, 2023
(in millions)
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Assets
Cash equivalents (a)
...............
$
404
$
—
$
—
$
1,021
$
—
$
—
Derivative financial instruments
.......
—
2
—
—
22
—
Total
........................
$
404
$
2
$
—
$
1,021
$
22
$
—
Liabilities
Derivative financial instruments
.......
$
—
$
4
$
—
$
—
$
28
$
—
Total
........................
$
—
$
4
$
—
$
—
$
28
$
—
(a)
Consists of money market funds and cash investments with original maturities of less than 90 days.
Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis
Valuation of Goodwill and Trademarks
As of July 31, 2024, we performed our annual goodwill and trademark impairment reviews and determined
there was no impairment for goodwill or trademarks.
As of November 30, 2024 and November 30, 2023, goodwill for our NAA segment was $579 million.
Trademarks
(in millions)
NAA
Segment
Europe
Segment
Total
At November 30, 2022
........................
$
927
$
224
$
1,151
Exchange movements
........................
—
14
14
At November 30, 2023
........................
927
237
1,164
Exchange movements
........................
—
(4)
(4)
At November 30, 2024
........................
$
927
$
234
$
1,161
Impairment of Ships
In 2022, we determined that two ships had net carrying values that exceeded their respective estimated
undiscounted future cash flows. We then estimated the fair value of these ships, based on their estimated
selling values, and recognized ship impairment charges of $428 million which are included in ship and other
impairments in our Consolidated Statements of Income (Loss). On a segment level, we recognized
$8 million for our NAA segment and $421 million for our Europe segment. The principal assumption used
in determining the fair value of these ships were the estimated sales proceeds, which are considered a Level 3
input.
DLC Financial Statements
and Other Information
159
We believe we have made reasonable estimates and judgments as part of our assessments. A change in the
principal judgments or estimates may result in a need to perform additional impairment reviews.
Refer to Note 2 — “Summary of Significant Accounting Policies, Preparation of Consolidated Financial
Statements” for additional discussion.
Derivative Instruments and Hedging Activities
November 30,
(in millions)
Balance Sheet Location
2024
2023
Derivative assets
Derivatives designated as hedging instruments
Interest rate swaps (a)
...................
Prepaid expenses and other
$
2
$
—
Other assets
—
22
Derivatives not designated as hedging instruments
Interest rate swaps (a)
...................
Prepaid expenses and other
—
1
Total derivative assets
.....................
$
2
$
22
Derivative liabilities
Derivatives designated as hedging instruments
....
Cross currency swaps (b)
.................
Other long-term liabilities
$
—
$
12
Interest rate swaps (a)
...................
Other long-term liabilities
4
16
Total derivative liabilities
..................
$
4
$
28
(a)
We have interest rate swaps whereby we receive floating interest rate payments in exchange for making
fixed interest rate payments. These interest rate swap agreements effectively changed $11 million at
November 30, 2024 and $46 million at November 30, 2023 of EURIBOR-based floating rate euro
debt to fixed rate euro debt, and $1.0 billion at November 30, 2024 and $2.5 billion at November 30,
2023 of SOFR-based variable rate debt to fixed rate debt. In 2024, we terminated a portion of our SOFR-
based interest rate swaps with a notional amount of $1.5 billion. As of November 30, 2024 and
November 30, 2023, the EURIBOR-based interest rate swaps settle through 2025 and were not
designated as cash flow hedges; the SOFR-based interest rate swaps settle through 2027 and were
designated as cash flow hedges.
(b)
At November 30, 2023, we had a cross currency swap with a notional amount of $670 million that was
designated as a hedge of our net investment in foreign operations with euro-denominated functional
currencies. This cross currency swap was terminated in 2024.
Our derivative contracts include rights of offset with our counterparties. As of November 30, 2024 and
2023, there was no netting for our derivative assets and liabilities. The amounts that were not offset in the
balance sheet were not material.
The effect of our derivatives qualifying and designated as hedging instruments recognized in other
comprehensive income (loss) and in net income (loss) was as follows:
November 30,
(in millions)
2024
2023
2022
Gains (losses) recognized in AOCI:
Cross currency swaps – net investment hedges – included component
.......
$
—
$
(4)
$
72
Cross currency swaps – net investment hedges – excluded component
.......
$
—
$
(4)
$
(26)
Interest rate swaps – cash flow hedges
.............................
$
3
$
32
$
11
(Gains) losses reclassified from AOCI – cash flow hedges:
Interest rate swaps – Interest expense, net of capitalized interest
...........
$
(25)
$ (34)
$
2
Foreign currency zero cost collars – Depreciation and amortization
........
$
(1)
$
(2)
$
(2)
Gains (losses) recognized on derivative instruments (amount excluded from
effectiveness testing – net investment hedges)
Cross currency swaps – Interest expense, net of capitalized interest
.........
$
2
$
11
$
5
160
The amount of gains and losses on derivatives not designated as hedging instruments recognized in
earnings during the year ended November 30, 2024 and estimated cash flow hedges’ unrealized gains and
losses that are expected to be reclassified to earnings in the next twelve months are not material.
Financial Risks
Fuel Price Risks
We manage our exposure to fuel price risk by managing our consumption of fuel. Substantially all of our
exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships. We manage
fuel consumption through fleet optimization, energy efficiency, itinerary efficiency, and new technologies
and alternative fuels.
Foreign Currency Exchange Rate Risks
Overall Strategy
We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating
and financing activities, including netting certain exposures to take advantage of any natural offsets and,
when considered appropriate, through the use of derivative and non-derivative financial instruments. Our
primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced
by our operations and realized if we exchange one currency for another. We consider hedging certain of
our ship commitments and net investments in foreign operations. The financial impacts of our hedging
instruments generally offset the changes in the underlying exposures being hedged.
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 affect our consolidated financial statements.
Investment Currency Risks
We consider our investments in foreign operations to be denominated in stable currencies and of a long-term
nature. We have euro-denominated debt which provides an economic offset for our operations with euro
functional currency. In addition, we have in the past and may in the future utilize derivative financial
instruments, such as cross currency swaps, to manage our exposure to investment currency risks.
Newbuild Currency Risks
Our shipbuilding contracts are typically denominated in euros. At November 30, 2024, our newbuild
currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional
currency brands. The cost of shipbuilding orders that we may place in the future that are denominated in a
different currency than our cruise brands’functional currency will be affected by foreign currency exchange
rate fluctuations. These foreign currency exchange rate fluctuations may affect our decision to order new
cruise ships. We have in the past and may in the future utilize derivative financial instruments, such as foreign
currency derivatives, to manage our exposure to newbuild currency risks. Our decisions to hedge non-
functional currency ship commitments for our cruise brands are made on a case-by-case basis, considering
the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash
flows by currency and other offsetting risks.
Interest Rate Risks
We manage our exposure to fluctuations in interest rates through our debt portfolio management and
investment strategies. We evaluate our debt portfolio to determine whether to make periodic adjustments to
the mix of fixed and floating rate debt through the use of interest rate swaps and the issuance of new
debt.
Concentrations of Credit Risk
As part of our ongoing control procedures, we monitor concentrations of credit risk associated with
financial and other institutions with which we conduct significant business. We seek to manage these credit
DLC Financial Statements
and Other Information
161
risk exposures, including counterparty nonperformance primarily associated with our cash and cash
equivalents, investments, notes receivables, reserve funds related to customer deposits (when required),
future financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship
progress payment guarantees, by:
• Conducting business with well-established financial institutions, insurance companies and export
credit agencies
• Diversifying our counterparties
• Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard
liquidity and minimize risk
• Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales
and new ship progress payments to shipyards
We also monitor the creditworthiness of travel agencies and tour operators in Australia and Europe and
credit and debit card providers to which we extend credit in the normal course of our business. Our credit
exposure also includes contingent obligations related to cash payments received directly by travel agents and
tour operators for cash collected by them on cruise sales in Australia and most of Europe where we are
obligated to honor our guests’cruise payments made by them to their travel agents and tour operators
regardless of whether we have received these payments.
Concentrations of credit risk associated with trade receivables and other receivables, charter-hire agreements
and contingent obligations are not considered to be material, principally due to the large number of
unrelated accounts, the nature of these contingent obligations and their short maturities. Normally, we have
not required collateral or other security to support normal credit sales and have not experienced significant
credit losses.
NOTE 11 — Leases
The components of expense were as follows:
November 30,
(in millions)
2024
2023
2022
Operating lease expense
...............................
$
215
$
213
$
192
Variable lease expense (a) (b)
............................
$
211
$
116
$
(39)
(a)
Variable lease expense represents costs associated with our multi-year preferential berthing agreements
which vary based on the number of passengers. These costs are recorded within commissions,
transportation and other in our Consolidated Statements of Income (Loss). Variable lease expense
related to operating leases, other than the port facilities, were not material to our consolidated financial
statements.
(b)
Several of our preferential berthing agreements have force majeure provisions which were in effect
during the pause in guest cruise operations due to COVID-19.
During 2024, 2023 and 2022, the cash outflow for leases was materially consistent with the lease expense
recognized and short-term lease costs were not material.
Right-of-use assets obtained in exchange for new and amended operating lease liabilities was $247 million
in 2024 and $108 million in 2023.
Weighted average of the remaining lease terms and weighted average discount rates are as follows:
November 30,
2024
November 30,
2023
Weighted average remaining lease term – operating leases (in years)
...
12
12
Weighted average discount rate – operating leases
................
5.9%
5.9%
162
As of November 30, 2024, maturities of operating lease liabilities were as follows:
(in millions)
Year
2025
.............................................................
$
228
2026
.............................................................
227
2027
.............................................................
213
2028
.............................................................
200
2029
.............................................................
147
Thereafter
.........................................................
931
Total lease payments
................................................
1,947
Less: Present value discount
.............................................
(545)
Present value of lease liabilities
...........................................
$
1,402
For time charter arrangements where we are the lessor and for transactions with cruise guests related to the
use of cabins, we do not separate lease and non-lease components since (1) the lease on a standalone basis
would be classified as an operating lease and (2) the timing and pattern of transfer for the lease component
and associated non-lease component are the same. As the non-lease components are the predominant
components in the agreements, we account for these transactions under the Revenue Recognition guidance.
NOTE 12 — Segment Information
The chief operating decision maker, who is the President, Chief Executive Officer and Chief Climate Officer
of Carnival Corporation and Carnival plc assesses performance and makes decisions to allocate resources
for Carnival Corporation & plc based upon review of the results across all of our segments. The operating
segments within each of our reportable segments have been aggregated based on the similarity of their
economic and other characteristics, including geographic guest sourcing. Our four reportable segments are
comprised of (1) NAA cruise operations, (2) Europe cruise operations (“Europe”), (3) Cruise Support and
(4) Tour and Other.
Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as
well as other services, all of which are operated for the benefit of our cruise brands. Our Tour and Other
segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and
other operations.
DLC Financial Statements
and Other Information
163
As of and for the years ended November 30,
(in millions)
Revenues
Operating
expenses
Selling and
administrative
Depreciation
and
amortization
Operating
income
(loss)
Capital
expenditures
Total
assets
2024
NAA
.........
$
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
$
25,021
$
15,638
$
3,252
$
2,557
$
3,574
$
4,626
$
49,057
2023
NAA
.........
$
14,588
$
9,587
$
1,753
$
1,495
$
1,752
$
1,932
$
28,547
Europe
........
6,535
4,398
876
668
593
1,161
16,524
Cruise Support . . .
206
127
294
184
(399)
179
3,667
Tour and Other . . .
265
205
27
23
11
12
382
$
21,593
$
14,317
$
2,950
$
2,370
$
1,956
$
3,284
$
49,120
2022
NAA
.........
$
8,281
$
7,526
$
1,517
$
1,408
$
(2,170)
$
2,568
$
27,413
Europe
........
3,531
3,925
745
692
(1,830)
2,213
15,317
Cruise Support . . .
171
120
225
140
(315)
155
8,461
Tour and Other . . .
185
187
27
36
(64)
4
512
$
12,168
$
11,757
$
2,515
$
2,275
$
(4,379)
$
4,940
$
51,703
Revenue by geographic areas, which are based on where our guests are sourced, were as follows:
Years Ended November 30,
(in millions)
2024
2023
2022
North America
..................................
$
15,089
$
13,112
$
7,866
Europe
........................................
7,573
6,565
3,918
Australia
.......................................
1,445
1,181
252
Other
.........................................
915
735
132
$
25,021
$
21,593
$
12,168
Substantially all of our long-lived assets consist of our ships and move between geographic areas.
NOTE 13 — Compensation Plans and Post-Employment Benefits
Equity Plans
We issue our share-based compensation awards, which at November 30, 2024 included time-based share
awards (restricted stock awards and restricted stock units) and performance-based share awards (restricted
stock units) (collectively “equity awards”), under the Carnival Corporation and Carnival plc stock plans.
Equity awards are principally granted to management level employees and members of our Boards of
Directors. The plans are administered by the Compensation Committees which are made up of independent
directors who determine which employees are eligible to participate, the monetary value or number of
shares for which equity awards are to be granted and the amounts that may be exercised or sold within a
specified term. We had an aggregate of 26.8 million shares available for future grant at November 30, 2024.
We fulfill our equity award obligations using shares purchased in the open market or with unissued or
treasury shares. Our equity awards generally vest over a three-year period, subject to earlier vesting under
certain conditions.
164
Shares
Weighted-Average
Grant Date Fair
Value
Outstanding at November 30, 2023
..........................
10,289,628
$
11.45
Granted
.............................................
5,746,531
$
15.29
Vested
..............................................
(3,802,982)
$
13.91
Forfeited
.............................................
(310,931)
$
12.71
Outstanding at November 30, 2024
..........................
11,922,246
$
12.48
As of November 30, 2024, there was $109 million of total unrecognized compensation cost related to equity
awards, which is expected to be recognized over a weighted-average period of 1.6 years.
Single-employer Defined Benefit Pension Plans
We maintain several single-employer defined benefit pension plans, which cover certain shipboard and
shoreside employees. The U.S. and UK shoreside employee plans are closed to new membership and are
funded at or above the level required by U.S. or UK regulations. The remaining defined benefit plans are
primarily unfunded. These plans provide pension benefits primarily based on employee compensation
and years of service.
UK Plan (a)
All Other Plans
(in millions)
2024
2023
2024
2023
Change in projected benefit obligation:
Projected benefit obligation as of December 1
.....
$
181
$
198
$
226
$
223
Past service cost
.........................
1
1
18
18
Interest cost
...........................
8
8
12
11
Benefits paid
...........................
(7)
(6)
(17)
(20)
Actuarial (gain) loss on plans’ liabilities
........
(3)
(19)
12
(4)
Plan curtailments, settlements and other
........
—
—
(1)
(1)
Administrative expenses
...................
(1)
(1)
—
—
Exchange movements and other
.............
(21)
—
—
—
Projected benefit obligation as of November 30
....
159
181
250
226
Change in plan assets:
Fair value of plan assets as of December 1
........
196
222
9
10
Return (loss) on plans’ assets
................
4
(20)
1
—
Employer contributions
...................
—
1
17
20
Benefits paid
...........................
(7)
(6)
(17)
(20)
Plan settlements
........................
—
—
(1)
(1)
Administrative expenses
...................
(1)
(1)
—
—
Exchange movements and other
.............
(25)
—
—
—
Fair value of plan assets as of November 30
.......
168
196
8
9
Funded status as of November 30
...............
$
9
$
15
$
(242)
$
(218)
(a)
The P&O Princess Cruises (UK) Pension Scheme (“UK Plan”)
The amounts recognized in the Consolidated Balance Sheets for these plans were as follows:
UK Plan
All Other Plans
November 30,
November 30,
(in millions)
2024
2023
2024
2023
Other assets
.............................
$
9
$
15
$
—
$
—
Accrued liabilities and other
..................
$
—
$
—
$
32
$
29
Other long-term liabilities
...................
$
—
$
—
$
210
$
188
The accumulated benefit obligation for all defined benefit pension plans was $244 million and $220 million
at November 30, 2024 and 2023.
DLC Financial Statements
and Other Information
165
Amounts for pension plans with accumulated benefit obligations in excess of fair value of plan assets are as
follows:
November 30,
(in millions)
2024
2023
Projected benefit obligation
.....................................
$
250
$
226
Accumulated benefit obligation
..................................
$
244
$
220
Fair value of plan assets
........................................
$
8
$
9
The net periodic pension cost recognized in the Consolidated Statements of Income (Loss) were as follows:
UK Plan
All Other Plans
November 30,
November 30,
(in millions)
2024
2023
2022
2024
2023
2022
Service cost
...................
$
1
$
1
$
—
$
18
$
18
$
18
Interest cost
...................
8
8
5
12
11
5
Expected return on plan assets
......
(9)
(8)
(6)
—
—
—
Amortization of net loss (gain)
......
2
—
—
—
—
3
Settlement loss recognized
.........
—
—
—
—
1
1
Net periodic pension cost (income) . . .
$
2
$
1
$
(1) $
31
$
30
$
26
The components of net periodic pension cost other than the service cost component are included in other
income (expense), net in the Consolidated Statements of Income (Loss).
Weighted average assumptions used to determine the projected benefit obligation are as follows:
UK Plan
All Other Plans
2024
2023
2024
2023
Discount rate
.....................................
5.2%
5.2%
5.2%
5.7%
Rate of compensation increase
.........................
2.9%
2.9%
3.0%
3.0%
Weighted average assumptions used to determine net pension income are as follows:
UK Plan
All Other Plans
2024
2023
2022
2024
2023
2022
Discount rate
.......................
5.2%
4.3%
1.6%
5.6%
5.4%
3.2%
Expected return on assets
...............
5.6%
4.3%
—%
6.0%
3.5%
2.3%
Rate of compensation increase
...........
2.9%
2.9%
2.7%
3.0%
3.0%
3.0%
The discount rate used to determine the UK Plan’s projected benefit obligation was determined as the single
equivalent rate based on applying a yield curve determined from AA credit rated bonds at the balance
sheet date to the cash flows making up the pension plan’s obligations. The discount rate used to determine
the UK Plan’s future net periodic pension cost was determined as the equivalent rate based on applying each
individual spot rate from a yield curve determined from AA credit rated bonds at the balance sheet date
for each year’s cash flow. The UK Plan’s expected long-term return on plan assets is consistent with the
long-term investment return target provided to the UK Plan’s fiduciary manager (UK government fixed
interest bonds (gilts)) plus 1.0% and was 5.7% per annum as of November 30, 2024.
Amounts recognized in AOCI are as follows:
UK Plan
All Other Plans
November 30,
November 30,
2024
2023
2024
2023
Actuarial losses (gains) recognized in the current year . . .
$
2
$
9
$
12
$
(4)
Amortization and settlements included in net periodic
pension cost
..............................
$
(2)
$
(1)
$
(1)
$
(1)
166
We anticipate making contributions of $33 million to the plans during 2025. Estimated future benefit
payments to be made during each of the next five fiscal years and in the aggregate during the succeeding
five fiscal years are as follows:
(in millions)
UK Plan
All Other Plans
2025
...............................................
$
7
$
33
2026
...............................................
7
30
2027
...............................................
7
29
2028
...............................................
8
31
2029
...............................................
8
30
2030 – 2034
..........................................
50
146
$
88
$
298
Our investment strategy for our pension plan assets is to maintain a diversified portfolio of asset classes to
produce a sufficient level of diversification and investment return over the long term. The investment policy
for each plan specifies the type of investment vehicles appropriate for the plan, asset allocation guidelines,
criteria for selection of investment managers and procedures to monitor overall investment performance, as
well as investment manager performance. As of November 30, 2024 and 2023, the All Other Plans were
unfunded.
The fair values of the plan assets of the UK Plan by investment class are as follows:
November 30,
2024
2023
Equities
....................................................
$
11
$
47
UK government fixed interest bonds (gilts)
...........................
157
149
$
168
$
196
Multiemployer Defined Benefit Pension Plans
We participate in two multiemployer defined benefit pension plans in the UK, the British Merchant Navy
Officers Pension Fund (registration number 10005645) (“MNOPF”), which is divided into two sections, the
“Old Section” and the “New Section,” and the British Merchant Navy Ratings Pension Fund (registration
number 10005646) (“MNRPF”). Collectively, we refer to these as “the multiemployer plans.” The
multiemployer plans are maintained for the benefit of the employees of the participating employers who
make contributions to the plans. The risks of participating in these multiemployer plans are different from
single-employer plans, including:
• Contributions made by employers, including us, may be used to provide benefits to employees of
other participating employers
• If any of the participating employers were to withdraw from the multiemployer plans or fail to make
their required contributions, any unfunded obligations would be the responsibility of the remaining
participating employers.
We are contractually obligated to make all required contributions as determined by the plans’trustees. All
of our multiemployer plans are closed to new membership and future benefit accrual.
The MNOPF Old Section is fully funded and covered by a third-party insurer, with no further funding
obligations.
We expense our portion of the MNOPF New Section deficit as amounts are invoiced by, and become due
and payable to, the trustees. Based on the most recent triennial valuation at March 31, 2024 of the MNOPF
New Section, it was determined that this plan was 100% funded. In 2024, 2023 and 2022, our contributions
to the MNOPF New Section did not exceed 5% of total contributions to the fund.
We accrue and expense our portion of the MNRPF deficit based on our estimated probable obligation
from the most recent actuarial review. Based on the most recent triennial valuation at March 31, 2023 of the
MNRPF, it was determined that this plan was 85% funded. Our share of the deficit of $3 million was paid
in 2024. In 2024, 2023 and 2022, our contributions to the MNRPF did not exceed 5% of total contributions
to the fund.
DLC Financial Statements
and Other Information
167
Total expense (benefit) for the multiemployer plans was $(19) million in 2024, $1 million in 2023 and
$2 million in 2022.
Defined Contribution Plans
We have several defined contribution plans available to most of our employees. We contribute to these plans
based on employee contributions, salary levels and length of service. Total expense for these plans was
$47 million in 2024, $48 million in 2023 and $40 million in 2022.
NOTE 14 — Earnings Per Share
Years Ended November 30,
(in millions, except per share data)
2024
2023
2022
Net income (loss)
..............................
$
1,916
$
(74)
$
(6,093)
Interest expense on dilutive Convertible Notes
..........
94
—
—
Net income (loss) for diluted earnings per share
.........
$
2,009
$
(74)
$
(6,093)
Weighted-average shares outstanding
................
1,274
1,262
1,180
Dilutive effect of equity awards
....................
5
—
—
Dilutive effect of Convertible Notes
.................
119
—
—
Diluted weighted-average shares outstanding
...........
1,398
1,262
1,180
Basic earnings per share
.........................
$
1.50
$
(0.06)
$
(5.16)
Diluted earnings per share
........................
$
1.44
$
(0.06)
$
(5.16)
Antidilutive shares excluded from diluted earnings per share computations were as follows:
November 30,
(in millions)
2024
2023
2022
Equity awards
.........................................
—
4
1
Convertible Notes
......................................
—
130
55
Total antidilutive securities
................................
—
134
56
NOTE 15 — Supplemental Cash Flow Information
November 30,
(in millions)
2024
2023
2022
Cash and cash equivalents (Consolidated Balance Sheets)
....
$
1,210
$
2,415
$
4,029
Restricted cash (a)
................................
21
21
2,008
Total cash, cash equivalents and restricted cash (Consolidated
Statements of Cash Flows)
........................
$
1,231
$
2,436
$
6,037
(a)
Substantially all restricted cash as of November 30, 2022 related to the net proceeds from the issuance
of our 2028 Senior Priority Notes. The contractual restrictions on these proceeds were satisfied in
December 2022 at which time these amounts became unrestricted.
Cash paid for interest, net of capitalized interest, was $1.6 billion in 2024, $2.0 billion in 2023 and $1.4 billion
in 2022. Cash benefit received (paid) for income taxes, net was not material in 2024, 2023 and 2022.
Non-cash purchases of property and equipment included in accrued liabilities and other were $392 million
in 2024, $307 million in 2023 and $100 million in 2022.
In August 2022, we issued $339 million aggregate principal amount of 2024 Convertible Notes pursuant to
privately-negotiated non-cash exchange agreements with certain holders of the 2023 Convertible Notes,
pursuant to which such holders agreed to exchange their 2023 Convertible Notes for an equal amount of
2024 Convertible Notes. In November 2022, we issued an additional $87 million aggregate principal amount
of the 2024 Convertible Notes pursuant to privately-negotiated non-cash exchange agreements with
certain holders of the 2023 Convertible Notes, pursuant to which such holders agreed to exchange their
168
2023 Convertible Notes for an equal amount of additional 2024 Convertible Notes. In September 2024,
substantially all of the 2024 Convertible Notes were converted to shares of common stock.
Refer to Note 5 — “Debt”for additional detail relating to our 2028 Senior Priority Notes and the 2024
Convertible Notes.
For the years ended November 30, 2024, 2023 and 2022, we did not have borrowings or repayments of
commercial paper with original maturities greater than three months.
DLC Financial Statements
and Other Information
169
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our management,
with the participation of our President, Chief Executive Officer and Chief Climate Officer and our Chief
Financial Officer and Chief Accounting Officer, conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the 2013 Internal Control — Integrated Framework (the “COSO
Framework”). Based on this evaluation under the COSO Framework, our management concluded that our
internal control over financial reporting was effective as of November 30, 2024.
Deloitte & Touche LLP, the independent registered public accounting firm that audited our consolidated
financial statements, has also audited the effectiveness of our internal control over financial reporting as of
November 30, 2024 as stated in their report, which is included in this 2024 Annual Report.
Josh Weinstein
David Bernstein
President and Chief Executive Officer and
Chief Financial Officer and
Chief Climate Officer
Chief Accounting Officer
January 27, 2025
January 27, 2025
170
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Boards of Directors and Shareholders of Carnival Corporation and Carnival plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of Carnival Corporation & plc (comprising
Carnival Corporation and Carnival plc and their respective subsidiaries, the “Company”) as of November 30,
2024, the related consolidated statements of income (loss), comprehensive income (loss), shareholders’
equity, and cash flows, for the year ended November 30, 2024, and the related notes (collectively referred to
as the “financial statements”). We also have audited the Company’s internal control over financial reporting
as of November 30, 2024, based on criteria established in
Internal Control — Integrated Framework
(2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of November 30, 2024, and the results of its operations and its cash flows for
the year ended November 30, 2024, in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of November 30, 2024, based on criteria established in
Internal Control —
Integrated Framework
(2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying
Management’s Annual Report on Internal Control over Financial
Reporting.
Our responsibility is to express an opinion on these financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud, and whether effective internal control over
financial reporting was maintained in all material respects.
Our audit of the financial statements included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures to
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.
DLC Financial Statements
and Other Information
171
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the
financial statements that was communicated or required to be communicated to the audit committee and
that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does
not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Debt — Refer to Notes 2 and 5 to the Financial Statements
Critical Audit Matter Description
The Company has current and long-term debt of $1.5 billion and $25.9 billion, respectively, as of
November 30, 2024. Debt is recorded at initial fair value, which normally reflects the proceeds received by
the Company, net of debt issuance costs. Debt is subsequently stated at amortized cost. Debt issuance costs,
discounts and premiums are generally amortized to interest expense using the straight-line method, which
approximates the effective interest method, over the term of the debt. Debt issuance costs related to a
recognized debt liability are presented as a direct deduction of the carrying amount of that debt, consistent
with debt discounts. Debt issuance costs related to the Company’s revolving facility and export credit
facilities not yet drawn are deferred and recorded as an asset. Debt issuance costs paid to lenders related to
a recognized debt liability are netted against the proceeds from the related debt while debt issuance costs paid
to third parties, or related to undrawn credit facilities, are presented separately within financing activities.
Debt instruments are also evaluated by the Company for the existence of features that must be separated and
accounted for as a derivative. During the year ended November 30, 2024, the Company entered into
various debt transactions that involved issuance of new debt, modification and extinguishment of existing
debt, and refinancing of existing syndicated debt.
We identified the accounting for debt and the related debt transactions, as a critical audit matter because of
the complexity involved in (i) evaluating the accounting for the refinanced debt including whether such
refinancing transactions resulted in a debt modification or extinguishment and the associated impact on
debt issuance costs, (ii) evaluating the appropriate statement of cash flows presentation for a debt transaction
that involved a syndicated loan with multiple lenders, and (iii) evaluating the existence of and accounting
for features embedded in new or amended debt agreements that must be separated and accounted for as a
derivative. This required an increased extent of effort due to the potential magnitude and complexity of the
debt transactions, including the assistance of our professionals with specialized knowledge and skills in
the relevant technical accounting guidance required when performing audit procedures to address these
matters.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the accounting for debt and related debt transactions included the following,
among others:
• We tested the effectiveness of controls over debt including those over the application of relevant
technical accounting guidance to complex and significant debt transactions.
172
• We evaluated and tested management’s debt modification or extinguishment analysis by:
◦
Testing the accuracy and completeness, including mathematical accuracy, of management’s
analysis.
◦
Evaluating management’s analysis over whether the debt transactions met the conditions to be
treated as a debt modification or extinguishment by evaluating it against the relevant technical
accounting guidance.
• We evaluated and tested management’s analysis of the cash receipts and repayment amounts, on a
lender-by-lender basis, related to the refinancing of existing syndicated debt to assess the
appropriateness of such amounts in the statement of cash flows presentation by:
◦
Reading the terms of the debt agreements related to the syndicated loan with multiple lenders.
◦
Testing the completeness and accuracy, including mathematical accuracy, of the Company’s
lender-by-lender analysis.
◦
Evaluating management’s analysis over whether the cash receipts and repayment amounts, on a
lender-by-lender basis, met the conditions to be accounted for as a debt modification or
extinguishment.
◦
Utilizing the assistance of our professionals with specialized knowledge and skills in the relevant
technical accounting guidance we evaluated the Company’s conclusion regarding the
appropriate statement of cash flows presentation.
• We evaluated the conclusions reached by management on its analysis of the terms in the new,
amended and refinanced debt agreements to evaluate the existence of features in the new or amended
debt agreements that must be separated and accounted for as a derivative by:
◦
Reading the terms for a selection of debt agreements to evaluate the existence of features in the
new or amended debt agreements that must be separated and accounted for as a derivative.
◦
Evaluating management’s analysis identifying the existence of and accounting for the features in
the new, amended and refinanced debt agreements that must be separated and accounted for
as a derivative by evaluating it against the relevant technical accounting guidance.
Miami, Florida
January 27, 2025
We have served as the Company’s auditor since fiscal 2024.
DLC Financial Statements
and Other Information
173
Report of Independent Registered Public Accounting Firm
To the Boards of Directors and Shareholders of Carnival Corporation and Carnival plc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Carnival Corporation & plc (comprising
Carnival Corporation and Carnival plc and their respective subsidiaries, the “Company”) as of November 30,
2023, and the related consolidated statements of income (loss), of comprehensive income (loss), of
shareholders’equity and of cash flows for each of the two years in the period ended November 30, 2023,
including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of November 30, 2023, and the results of its operations and its cash flows for each of the
two years in the period ended November 30, 2023 in conformity with accounting principles generally accepted
in the United States of America.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which
it accounts for convertible instruments in 2023.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s consolidated financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement, whether due to error
or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Miami, Florida
January 26, 2024
We served as the Company’s auditor from 2003 to 2024. Prior to that, we served as Carnival Corporation’s
auditor since at least 1986. We were not able to determine the specific year we began serving as auditor of
Carnival Corporation.
174
COMMON STOCK AND ORDINARY SHARES
Carnival Corporation common stock, together with paired trust shares of beneficial interest in the P&O
Princess Special Voting Trust, which holds a Special Voting Share of Carnival plc, is traded on the NYSE
under the symbol “CCL.” Carnival plc ordinary shares trade on the London Stock Exchange under the
symbol “CCL.”Carnival plc American Depositary Shares (“ADSs”), each one of which represents one
Carnival plc ordinary share, are traded on the NYSE under the symbol “CUK.” The depositary for the ADSs
is JPMorgan Chase Bank, N.A.
As of January 13, 2025, there were 2,315 holders of record of Carnival Corporation common stock and
28,223 holders of record of Carnival plc ordinary shares and 400 holders of record of Carnival plc ADSs.
We do not expect to pay dividends on Carnival Corporation common stock and Carnival plc ordinary shares
for at least the next couple of years.
DLC Financial Statements
and Other Information
175
STOCK PERFORMANCE GRAPHS
Carnival Corporation
The following graph compares the Price Performance of $100 if invested in Carnival Corporation common
stock with the Price Performance of $100 if invested in each of the Dow Jones U.S. Recreational Services
Index (the “Dow Jones Recreational Index”), the FTSE 100 Index and the S&P 500 Index. The Price
Performance, as used in the Performance Graph, is calculated by assuming $100 is invested at the beginning
of the period in Carnival Corporation common stock at a price equal to the market value. At the end of
each year, the total value of the investment is computed by taking the number of shares owned, assuming
Carnival Corporation dividends are reinvested, multiplied by the market price of the shares.
$250
5-Year Cumulative Total Returns
$200
$150
$100
DOLLARS
$50
$0
2019
Carnival Corporation Common Stock
FTSE 100 Index
Dow Jones Recreational Index
S&P 500 Index
2020
2024
2023
2022
2021
Assumes $100 Invested on November 30, 2019
Assumes Dividends Reinvested
Years Ended November 30,
2019
2020
2021
2022
2023
2024
Carnival Corporation Common Stock
............
$ 100
$
45
$
40
$
22
$
34
$
57
Dow Jones Recreational Index
.................
$ 100
$
64
$
65
$
51
$
66
$ 118
FTSE 100 Index
...........................
$ 100
$
88
$ 103
$ 114
$ 117
$ 135
S&P 500 Index
............................
$ 100
$ 117
$ 150
$ 136
$ 155
$ 208
176
CORPORATE AND OTHER INFORMATION
EXECUTIVE OFFICERS
BOARDS OF DIRECTORS
DIRECTORS EMERITUS AND LIFE
PRESIDENTS
CARNIVAL CORPORATION & PLC
Micky Arison
Chair of the Boards of Directors
David Bernstein
Chief Financial Officer and Chief
Accounting Officer
Vice Admiral William R. Burke (Ret.) (a)
Chief Maritime Officer
Bettina Deynes
Global Chief Human Resources Officer
Enrique Miguez
General Counsel
Josh Weinstein
President, Chief Executive Officer and
Chief Climate Officer
Micky Arison
Chair of the Boards,
Carnival Corporation & plc
Sir Jonathon Band
Former First Sea Lord and
Chief of Naval Staff,
British Navy
Jason Glen Cahilly
Chief Executive Officer,
Dragon Group LLC
Nelda J. Connors
Chair and Chief Executive Officer,
Pine Grove Holdings, LLC
Helen Deeble
Former Chief Executive Officer,
P&O Ferries Division Holdings Ltd.
Jeffrey J. Gearhart
Former Executive Vice President, Global
Governance and Corporate Secretary,
Walmart, Inc.
Katie Lahey
Former Chair,
Korn Ferry Australasia
Sara Mathew (b)
Former Chair, President and Chief
Executive Officer,
Dun & Bradstreet Corporation
Stuart Subotnick
President and Chief Executive Officer,
Metromedia Company
Laura Weil
Founder and Managing Partner,
Village Lane Advisory LLC
Josh Weinstein
President and Chief Executive Officer and
Chief Climate Officer,
Carnival Corporation & plc
Randy Weisenburger
Managing Member,
Mile26 Capital LLC
Ted Arison (1924-1999)
Chair Emeritus, Carnival Corporation
Maks Birnbach (1920-2007)
Director Emeritus, Carnival Corporation
A. Kirk Lanterman (1931-2019)
Chair Emeritus
Holland America Line Inc.
Meshulam Zonis (1933-2009)
Director Emeritus, Carnival Corporation
Uzi Zucker
Director Emeritus, Carnival Corporation & plc
Horst Rahe
Life President of AIDA Cruises
The Lord Sterling of
Plaistow GCVO, CBE
Life President of P&O Cruises
OTHER INFORMATION
Corporate Headquarters
Carnival Corporation & plc
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428 U.S.A.
305-599-2600
Registered Office in the UK
Carnival plc
Carnival House
100 Harbour Parade
Southampton S015 1ST UK
44 (0) 23 8065 5000
Registrars and Stock Transfer Agents
Carnival Corporation
Computershare Investor Services
P.O. Box 43006
Providence, RI 02940-3006 U.S.A.
800-568-3476 (U.S., U.S. Territories and
Canada)
781-575-2879 (Outside the U.S., U.S. Territories
and Canada)
Carnival plc
Equiniti Limited
Aspect House, Spencer Road
Lancing, West Sussex BN99 6DA UK
www.shareview.co.uk
44 (0) 371 384 2665 (UK)
If calling from outside of the UK, please ensure
the country code is used
Other Shareholder Information
Copies of our joint Annual Report on
Form 10-K, joint Quarterly Reports on
Form 10-Q, joint Current Reports on
Form 8-K, Carnival plc Annual and Half-Yearly
Reports and all amendments to those reports,
press releases and other documents, as well as
information on our cruise brands are available
through our website at www.carnivalcorp.com
or www.carnivalplc.com.
(a)
Effective February 1, 2025, Vice Admiral William R. Burke (Ret.) will step down from his role and
Lars Ljoen will become an executive officer and assume the role of Chief Maritime Officer.
(b)
Sara Mathew has made the decision not to seek re-election and will step down from the Boards of
Directors with effect from the conclusion of the 2025 Annual Meetings of Shareholders, at which time
the size of the Boards of Directors will be reduced to 11 members.
DLC Financial Statements
and Other Information
177
Carnival Place 3665 N.W. 87
th
Avenue Miami Florida 33178-2428 U.S.A. www.carnivalcorp.com
Carnival House 100 Harbour Parade Southampton S015 1ST UK www.carnivalplc.com
2025
NOTICE OF ANNUAL MEETINGS
OF SHAREHOLDERS
AND PROXY STATEMENT
going paperless.
WHY e-DELIVERY?
Convenient
Electronic delivery allows you to
access proxy materials at your
convenience online. You will also
receive the materials earlier
compared to traditional mail
delivery.
Cost-Efficient
By opting for electronic delivery, you
will help us significantly reduce
printing and mailing costs associated
with physical proxy materials.
Reduces Our
Environmental Impact
Join us in making a positive impact on
the environment. Electronic delivery
helps us lower CO
2
emissions and
preserve precious resources like water
and trees.
Carnival CorporaƼon shareholders:
Go to www.proxyvote.com
or scan the QR code
Carnival plc shareholders:
Go to www.shareview.co.uk
or scan the QR code
Sign up for e-Delivery and/or vote online:
OUR COMPANY
Carnival Corporation & plc (NYSE: CCL and
CUK; LSE: CCL) is the largest global cruise
company and among the largest leisure
travel companies with a portfolio of world-
class cruise lines.
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.
With our global corporate headquarters in
Miami and several regional headquarters
around the world, we are the only company
in the world to be included in both the S&P
500 index in the U.S. and the FTSE 250 index
in the UK.
OUR VISION
As the global leader in the cruise industry,
we will lead the way in innovative and
sustainable cruising to deliver memorable
vacations and build borderless
connections.
OUR 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.
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States
Carnival House
100 Harbour Parade
Southampton SO15 1ST
United Kingdom
Letter to Shareholders from our Chief
Executive Officer
JOSH WEINSTEIN
President, Chief Executive
Officer and Chief Climate
Officer
Dear Fellow Shareholders,
We had a strong year, setting records and achieving milestones, including:
•
full year revenues hit an all-time high of $25 billion, over 15 percent higher than
the prior year;
•
seven consecutive quarters of record revenues;
•
record full year operating income of $3.6 billion, over 80 percent higher than the
prior year.
•
all-time high cash from operations of almost $6 billion;
•
higher ticket prices for 2024 versus 2023 for all of our major cruise lines and
onboard spending levels that accelerated sequentially each quarter throughout
the year; and
•
record booking trends and record year-end customer deposits, indicating a
continuation of the strong momentum we’ve been experiencing for the last
two years.
We remain laser focused on further reducing interest expense and rebuilding our
investment-grade balance sheet. During 2024, we made debt prepayments of over
$3 billion, bringing our total prepayments to over $7 billion since the beginning of
2023. Additionally, we have reduced our debt balance by over $8 billion from the
peak in January 2023, ending the year with $27.5 billion of debt.
We are delivering long-term value for our shareholders through improved
operational execution across our cruise lines. We ended 2024 with adjusted return
on invested capital comfortably above our cost of capital.
We welcomed three new ships during 2024:
Carnival Jubilee
, the third of five Excel
class vessels for Carnival Cruise Line;
Sun Princess
, Princess Cruises’ next generation
flagship which was just awarded Conde Nast Traveler’s 2024 Mega Ship of the year in
the U.S.; and
Queen Anne
, Cunard’s first new ship in 14 years.
We have also been focusing on each of our cruise lines’ unique target markets,
launching new marketing campaigns across all our brands. In 2024, both new-to-
cruise and repeat guests were each up double-digit percentages and we continue to
attract new cruise guests as we work to increase awareness and consideration for
cruise travel globally.
We continue to advance our enhanced destination strategy to provide guests with
yet another reason to take a cruise vacation with us. Celebration Key, our new
exclusive cruise port destination on Grand Bahama Island, is scheduled to open in
the summer of 2025, with an additional pier opening in the fall of 2026. Its five portals
built for fun will further expand our experience offerings with an abundance of
features and amenities for our guests. Celebration Key will be our largest and
closest destination in our portfolio, saving fuel costs and reducing greenhouse gas
emissions. In addition, we recently announced plans to enhance Half Moon Cay, our
highly rated and award-winning exclusive Bahamian destination. The enhancements
will lean further into this destination’s natural beauty and pristine appeal, reinforcing
its new name—RelaxAway, Half Moon Cay. Featuring a newly constructed pier that
is expected to be ready in the summer of 2026, the destination will allow two ships to
dock, including Carnival Cruise Line’s largest ships that will be able to visit for the
first time. We believe developing and promoting these unique assets will help us cast
the net wider and capture even more new-to-cruise demand.
During 2024, we also continued making progress towards our sustainability goals.
We reduced our greenhouse gas emission intensity by approximately 17.5 percent
compared to 2019, on track to achieve our targeted reduction of 20 percent by the
end of 2026, a goal that was previously pulled forward by four years. We have also
lowered our absolute greenhouse gas emissions by almost 10 percent since 2019,
despite capacity growth of over nine percent over the same period.
We are grateful for the efforts of our hard working and dedicated team who
delivered a step change improvement in 2024 and set us up very well for 2025 and
beyond, while consistently delivering unforgettable happiness to over 13 and a half
million people in 2024, by providing them with extraordinary cruise vacations
while honoring the integrity of every ocean we sail, place we visit and life we touch.
Sincerely,
JOSH WEINSTEIN
President, Chief Executive Officer and Chief Climate Officer
February 28, 2025
Letter to Shareholders from our Chief Executive Officer
Table of Contents
i
INFORMATION ABOUT ATTENDING THE
ANNUAL MEETINGS
ii
VOTING INFORMATION
iii
NOTICE OF 2025 ANNUAL MEETING OF
CARNIVAL CORPORATION SHAREHOLDERS
vi
NOTICE OF 2025 ANNUAL GENERAL MEETING
OF CARNIVAL PLC SHAREHOLDERS
1
PROXY SUMMARY
1
2024 Business Highlights
2
Corporate Governance Highlights
3
Directors at a Glance
5
Executive Compensation Highlights
6
Shareholder Engagement
7
Corporate Social Responsibility
9
GOVERNANCE AND BOARD MATTERS
9
Proposals 1-11
―
Re-Election of Directors
9
Governance
10
Nominations of Directors
11
Board Evaluation Process
12
Board Refreshment
12
Board Orientation and Education
13
2025 Nominees for Re-Election to the Boards
26
Board and Committee Governance
37
Non-Executive Director Compensation
40
Related Person Transactions
42
SHARE OWNERSHIP
42
Share Ownership of Certain Beneficial Owners and
Management
46
COMPENSATION
46
Proposal 12
―
Advisory (Non-Binding) Vote to
Approve Executive Compensation
47
Proposal 13
―
Advisory (Non-Binding) Vote to
Approve the Carnival plc Directors’ Remuneration
Report
(other than the section containing the
Carnival plc Directors’ Remuneration Policy)
48
Proposal 14
―
Approval of the Carnival plc
Directors’ Remuneration Policy set out in
Section 3 of Part II of the Carnival plc Directors’
Remuneration Report
49
Compensation Discussion and Analysis and
Carnival plc Directors’ Remuneration Report (Part I)
70
Report of the Compensation Committees
70
Compensation Committee Interlocks and Insider
Participation
71
Compensation Tables
77
Potential Payments Upon Termination or Change
of Control
80
U.S. CEO Pay Ratio
80
Pay versus Performance
85
AUDIT MATTERS
85
Proposal 15
―
Appointment of the Independent
Auditor of Carnival plc and Ratification of
Selection of Independent Registered Public
Accounting Firm of Carnival Corporation
85
Proposal 16
―
Authorization to Determine the
Remuneration of Independent Auditor of
Carnival plc
86
Report of the Audit Committees
88
Independent Registered Public Accounting Firm
89
OTHER PROPOSALS
89
Proposal 17
―
Receipt of Accounts and Reports of
Carnival plc
90
Proposal 18
―
Approval of the Grant of Authority
to Allot New Carnival plc Shares
90
Proposal 19
―
Approval of the Disapplication of
Pre-Emption Rights Applicable to Carnival plc
93
Proposal 20
―
Approval of the Amendment to the
Carnival Corporation 1993 Employee Stock
Purchase Plan
97
QUESTIONS AND ANSWERS
97
Questions Applicable to All Shareholders
104
Questions Specific to Shareholders of Carnival
Corporation
108
Questions Specific to Shareholders of Carnival plc
110
NON-GAAP FINANCIAL MEASURES—
RECONCILIATION TO GAAP
A-1
ANNEX A
―
CARNIVAL PLC DIRECTORS’ REPORT
B-1
ANNEX B
―
CARNIVAL PLC DIRECTORS’
REMUNERATION REPORT (PART II)
C-1
ANNEX C
―
CARNIVAL PLC CORPORATE
GOVERNANCE REPORT
D-1
ANNEX D
―
AMENDMENT TO THE CARNIVAL
CORPORATION 1993 EMPLOYEE STOCK
PURCHASE PLAN
Information about Attending the Annual
Meetings
You are cordially invited to attend our Annual Meetings of Shareholders:
DATE
TIME
LOCATION
Wednesday, April 16, 2025
8:30 a.m. (EDT)
The Carnival plc Annual General Meeting
will begin first, followed by the Carnival
Corporation Annual Meeting.
Shareholders of each may attend both
meetings.
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178
United States
LIVE VIDEO BROADCAST
Carnival House, 100 Harbour Parade, Southampton SO15 1ST,
United Kingdom, 1:30 p.m. (BST)
Shareholders planning to attend the live video broadcast in
Southampton must submit a proxy in order to vote as they will not
be able to vote in person from Southampton. Shareholders
attending the live video broadcast in Southampton will be able to
submit questions live to the Directors present at the Annual
Meetings in Florida, but will not be treated as, or considered to be,
“in attendance” at the Annual Meetings.
Details regarding the matters to be voted on are contained in
the attached Notices of Annual Meetings of Shareholders
and Proxy Statement. Because of the dual listed company
arrangement, all voting will take place on a poll (or ballot).
Please read the section “Safety and Security Measures” below
for further details on how we plan to conduct the meetings
to prioritize the safety and security of our employees,
shareholders and other stakeholders.
Your vote is important.
We encourage you to vote as soon
as possible to ensure your vote is recorded promptly, even if
you plan to attend the Annual Meetings of Shareholders.
The Boards of Directors recommend that
you vote in favor of Proposals 1 through
20.
The Boards of Directors consider the
approval of Proposals 1 through 20 to be in
the best interests of Carnival Corporation
and Carnival plc and their shareholders.
We are furnishing the proxy materials to shareholders on or about February 28, 2025
SAFETY AND SECURITY MEASURES
MEETING ADMISSION REQUIREMENTS
Due to security measures, all bags will be subject to
search, and all persons who attend the meeting will be
subject to a metal detector and/or a hand wand search.
We will be unable to admit anyone who does not comply
with these safety and security procedures.
Attendance at the Annual Meeting of Carnival Corporation
Shareholders is limited to shareholders and their duly
appointed proxies or corporate representatives. Each
attendee will be asked to present valid government-issued
picture identification, such as a driver’s license or passport.
Shareholders holding shares in brokerage accounts
(“under a street name”) will need to bring a copy of a
brokerage statement reflecting share ownership as of the
record date (February 18, 2025).
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
i
Voting Information
YOUR VOTE IS
IMPORTANT.
We encourage you
to vote as soon as
possible, even if you
plan to attend
the Annual
Meetings of
Shareholders.
ELIGIBILITY TO VOTE
All eligible shareholders may vote in person at the 2025 Annual Meetings of Shareholders.
Please refer to details about how to vote in person in the “Question and Answers” section.
Carnival Corporation Shareholders
Carnival plc Shareholders
You are eligible to vote if you were a
shareholder as of
the close of business
(EDT) on February 18, 2025.
You are eligible to vote if you are a
shareholder as of
6:30 p.m. (BST) on
April 14, 2025.
HOW TO VOTE
REGISTERED HOLDERS
To make sure your vote is counted, please cast your vote as soon as possible by one of the following methods:
Voting Method
Carnival Corporation Shareholders
Carnival plc Shareholders
Internet
www.proxyvote.com
, 24/7
www.shareview.co.uk
, 24/7
Telephone
1-800-690-6903 (toll-free)
N/A
CREST
N/A
Using CREST electronic proxy appointment
service (if you hold your shares through
CREST)
Mobile
Device
Scan the QR code
Scan the QR code
Mail
Complete and mail your signed form
Complete and mail your signed proxy form
At the
Meeting
Attend the annual meeting and cast your
ballot
Attend the annual meeting and cast your
ballot
BENEFICIAL OWNERS (HOLDERS IN STREET NAME): your bank or broker will provide you with instructions on how to vote.
ENROLL FOR ELECTRONIC DELIVERY
We encourage shareholders to sign up to receive future proxy materials electronically. If you have not already enrolled,
please consider doing so as it:
•
is simple and convenient
•
saves time and money
•
is environmentally friendly
Carnival Corporation Shareholders
Carnival plc Shareholders
Internet
www.investordelivery.com
www.shareview.co.uk
Mobile
Device
Scan the QR code
Scan the QR code
ii
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States
Notice of 2025 Annual Meeting of Carnival
Corporation Shareholders
We are pleased to invite you to attend Carnival Corporation’s 2025 Annual Meeting of Carnival Corporation Shareholders.
WHEN
WHERE
ELIGIBILITY TO VOTE AND RECORD DATE
Wednesday, April 16,
2025
8:30 a.m. (EDT)
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178
United States
The Board of Directors set February 18, 2025 as the
record date for the Annual Meeting of Carnival
Corporation Shareholders. This means that our
shareholders as of the close of business on that date
are entitled to receive this notice of the meeting and
vote their shares.
Items of Business
Board
Recommendation
Page
Reference
1-11
To re-elect 11 Directors, each to serve as a Director of Carnival Corporation
and as a Director of Carnival plc
FOR
each
Director nominee
9
1
To re-elect Micky Arison as a Director of Carnival Corporation and as a
Director of Carnival plc.
FOR
16
2
To re-elect Sir Jonathon Band as a Director of Carnival Corporation and
as a Director of Carnival plc.
FOR
16
3
To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and
as a Director of Carnival plc.
FOR
17
4
To re-elect Nelda J. Connors as a Director of Carnival Corporation and
as a Director of Carnival plc.
FOR
18
5
To re-elect Helen Deeble as a Director of Carnival Corporation and as a
Director of Carnival plc.
FOR
19
6
To re-elect Jeffrey J. Gearhart as a Director of Carnival Corporation and
as a Director of Carnival plc.
FOR
20
7
To re-elect Katie Lahey as a Director of Carnival Corporation and as a
Director of Carnival plc.
FOR
21
8
To re-elect Stuart Subotnick as a Director of Carnival Corporation and
as a Director of Carnival plc.
FOR
22
9
To re-elect Laura Weil as a Director of Carnival Corporation and as a
Director of Carnival plc.
FOR
23
10
To re-elect Josh Weinstein as a Director of Carnival Corporation and as
a Director of Carnival plc.
FOR
24
11
To re-elect Randy Weisenburger as a Director of Carnival Corporation
and as a Director of Carnival plc.
FOR
25
12
To hold a (non-binding) advisory vote to approve executive compensation.
FOR
46
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
iii
Items of Business
Board
Recommendation
Page
Reference
13
To hold a (non-binding) advisory vote to approve the Carnival plc Directors’
Remuneration Report (other than the section containing the Carnival plc
Directors’ Remuneration Policy) (in accordance with legal requirements
applicable to UK companies).
FOR
47
14
To approve the Carnival plc Directors’ Remuneration Policy set out in
Section 3 of Part II of the Carnival plc Directors’ Remuneration Report (in
accordance with legal requirements applicable to UK companies).
FOR
48
15
To appoint Deloitte LLP as independent auditor of Carnival plc and to ratify
the selection of Deloitte & Touche LLP as the independent registered public
accounting firm of Carnival Corporation.
FOR
85
16
To authorize the Audit Committee of Carnival plc to determine the
remuneration of the independent auditor of Carnival plc (in accordance with
legal requirements applicable to UK companies).
FOR
85
17
To receive the accounts and reports of the Directors and auditor of Carnival
plc for the year ended November 30, 2024 (in accordance with legal
requirements applicable to UK companies).
FOR
89
18
To approve the giving of authority for the allotment of new shares by Carnival
plc (in accordance with customary practice for UK companies).
FOR
90
19
To approve, subject to Proposal 18 passing, the disapplication of pre-emption
rights in relation to the allotment of new shares and sale of treasury shares
by Carnival plc (in accordance with customary practice for UK companies).
FOR
90
20
To approve the amendment to the Carnival Corporation 1993 Employee Stock
Purchase Plan.
FOR
93
21
To transact such other business as may properly come before the meeting.
How to Vote
Your vote is important.
Please review the proxy materials for the 2025 Annual Meeting of Carnival Corporation
Shareholders and follow the instructions.
INTERNET
TELEPHONE
MOBILE DEVICE
MAIL
AT THE MEETING
Registered
Holders
www.proxyvote.com
24/7
Call
1-800-690-6903
(toll-free)
Scan the QR code
Complete and mail your
signed form in the
postage-paid envelope
Attend the annual
meeting and cast your
ballot
Beneficial
Owners
(Holders
in Street
Name)
Follow the instructions provided by your broker, bank
or other nominee
Return a properly
executed voting
instruction form by mail,
depending upon the
methods your broker,
bank or other nominee
makes available
To attend the annual
meeting, you will need
proof of ownership and
a legal proxy from your
broker, bank or other
nominee
Deadline
11:59 p.m. Eastern Time on April 15, 2025,
if you are a registered holder
If you are a beneficial owner, please refer to the information
provided by your broker, bank or other nominee
Notice of 2025 Annual Meeting of Carnival Corporation Shareholders
iv
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Meeting Admission Requirements
Attendance at the Annual Meeting of Carnival
Corporation Shareholders is limited to shareholders
and their duly appointed proxies or corporate
representatives. Each attendee will be asked to
present valid government-issued picture identification,
such as a driver’s license or passport. Shareholders
holding shares in brokerage accounts (“under a street
name”) will need to bring a copy of a brokerage
statement reflecting share ownership as of the record
date (February 18, 2025). Additional requirements
are included in the “Safety and Security Measures”
section above.
Notice of Internet Availability
Carnival Corporation is continuing to take advantage
of U.S. Securities and Exchange Commission (“SEC”)
rules that allow it to deliver proxy materials over the
Internet. Under these rules, Carnival Corporation is
sending its shareholders a one-page notice regarding
the Internet availability of proxy materials instead
of a full set of proxy materials, unless they previously
requested to receive printed copies.
If you receive this one-page notice, you will not
receive printed copies of the proxy materials unless
you specifically request them. Instead, this notice tells
you how to access and review on the Internet all of
the important information contained in the proxy
materials. This notice also tells you how to submit
your proxy card on the Internet and how to request
to receive a printed copy of the proxy materials.
All Carnival Corporation shareholders are urged to
follow the instructions in the notice and submit their
votes using one of the voting methods described in the
proxy materials. If you receive a printed copy of the
proxy materials, the accompanying envelope for
return of the proxy card requires no postage.
Any shareholder attending the Annual Meeting of
Carnival Corporation Shareholders in Miami, Florida
may personally vote on all matters that are
considered, in which event any previously submitted
proxy will be revoked.
On Behalf of the Board of Directors,
DOREEN S. FURNARI
Company Secretary
January 27, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE SHAREHOLDER
MEETINGS TO BE HELD ON APRIL 16, 2025
The Notice of Annual Meetings of Shareholders, Proxy
Statement and the Annual Report are available on our websites
at
www.carnivalcorp.com
and
www.carnivalplc.com
.
Notice of 2025 Annual Meeting of Carnival Corporation Shareholders
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
v
(incorporated and registered in England
and Wales under number 4039524)
Carnival House
100 Harbour Parade
Southampton SO15 1ST
United Kingdom
Notice of 2025 Annual General Meeting
of Carnival plc Shareholders
THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT
AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in
any doubt as to any aspect of the proposals referred to in this
document or as to the action you should take, you should
immediately consult your stockbroker, bank manager,
solicitor, accountant or other independent financial advisor
authorized under the UK Financial Services and Markets
Act 2000.
If you have sold or otherwise transferred all your
shares in Carnival plc, please send this
document and the accompanying documents to
the purchaser or transferee or to the
stockbroker, bank or other agent through whom
the sale or transfer was effected for
transmission to the purchaser or transferee.
NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Carnival plc will be held:
WHEN
WHERE
ELIGIBILITY TO VOTE
Wednesday, April 16, 2025
8:30 a.m. (EDT)
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178
United States
Carnival plc, pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001, specifies
that only those shareholders registered in the
register of members of Carnival plc at 6:30 p.m. (BST)
on April 14, 2025 shall be entitled to attend or vote at
the meeting in respect of the number of shares
registered in their name at that time. Changes to the
entries on the register of members after 6:30 p.m.
(BST) on April 14, 2025 shall be disregarded in
determining the rights of any person to attend or
vote at the meeting.
LIVE VIDEO BROADCAST
Carnival House, 100 Harbour Parade, Southampton SO15 1ST,
United Kingdom, 1:30 p.m. (BST)
Shareholders planning to attend the live video broadcast in
Southampton must submit a proxy in order to vote as they will not
be able to vote in person from Southampton. Shareholders
attending the live video broadcast in Southampton will be able to
submit questions live to the Directors present at the Annual
Meetings in Florida, but will not be treated as, or considered to be,
“in attendance” at the Annual Meetings.
vi
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
The meeting will be held for the purpose of considering and, if thought fit, passing the resolutions described below:
Proposals
Vote Required
•
Proposals 1 through 18 and 20
will be proposed as
ordinary
resolutions
.
For ordinary resolutions, the
required majority is more than 50% of the
combined votes cast
at this meeting and the Annual Meeting of Carnival
Corporation Shareholders.
•
Proposal 19 will be proposed as
a
special resolution
.
For special resolutions, the
required majority is not less than 75% of the
combined votes cast
at this meeting and the Annual Meeting Carnival
Corporation Shareholders.
Proposals
Board
Recommendation
Page
Reference
1-11
RE-ELECTION OF 11 DIRECTORS NAMED IN THIS PROXY STATEMENT
To re-elect 11 Directors, each to serve as a Director of Carnival Corporation
and as a Director of Carnival plc
FOR
each
Director nominee
9
1
To re-elect Micky Arison as a Director of Carnival Corporation and as a
Director of Carnival plc.
FOR
16
2
To re-elect Sir Jonathon Band as a Director of Carnival Corporation and
as a Director of Carnival plc.
FOR
16
3
To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and
as a Director of Carnival plc.
FOR
17
4
To re-elect Nelda J. Connors as a Director of Carnival Corporation and
as a Director of Carnival plc.
FOR
18
5
To re-elect Helen Deeble as a Director of Carnival Corporation and as a
Director of Carnival plc.
FOR
19
6
To re-elect Jeffrey J. Gearhart as a Director of Carnival Corporation and
as a Director of Carnival plc.
FOR
20
7
To re-elect Katie Lahey as a Director of Carnival Corporation and as a
Director of Carnival plc.
FOR
21
8
To re-elect Stuart Subotnick as a Director of Carnival Corporation and
as a Director of Carnival plc.
FOR
22
9
To re-elect Laura Weil as a Director of Carnival Corporation and as a
Director of Carnival plc.
FOR
23
10
To re-elect Josh Weinstein as a Director of Carnival Corporation and as
a Director of Carnival plc.
FOR
24
11
To re-elect Randy Weisenburger as a Director of Carnival Corporation
and as a Director of Carnival plc.
FOR
25
12
EXECUTIVE COMPENSATION
FOR
46
12
To hold a (non-binding) advisory vote to approve executive
compensation (in accordance with legal requirements applicable to U.S.
companies).
FOR
46
13-
14
DIRECTORS’ REMUNERATION REPORT
FOR
48
13
To hold a (non-binding) advisory vote to approve the Carnival plc
Directors’ Remuneration Report (other than the section containing the
Carnival plc Directors’ Remuneration Policy, as set out in the annual
report for the year ended November 30, 2024).
FOR
48
Notice of 2025 Annual General Meeting of Carnival plc Shareholders
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
vii
Proposals
Board
Recommendation
Page
Reference
14
To approve the Carnival plc Directors’ Remuneration Policy set out in
Section 3 of Part II of the Carnival plc Directors’ Remuneration Report
(as set out in the annual report for the year ended November 30,
2024).
FOR
48
15-
16
APPOINTMENT AND REMUNERATION OF CARNIVAL PLC AUDITOR AND
RATIFICATION OF CARNIVAL CORPORATION AUDITOR
FOR
85
15
To appoint Deloitte LLP as independent auditor of Carnival plc and to
ratify the selection of Deloitte & Touche LLP as the independent
registered public accounting firm of Carnival Corporation.
FOR
85
16
To authorize the Audit Committee of the Board of Directors of Carnival
plc to determine the remuneration of the independent auditor of
Carnival plc.
FOR
85
17
ACCOUNTS AND REPORTS
To receive the accounts and the reports of the Directors and auditor of
Carnival plc for the year ended November 30, 2024.
FOR
89
18
ALLOTMENT OF SHARES
THAT the Directors of Carnival plc be and they are hereby authorized to allot
shares in Carnival plc and to grant rights to subscribe for or convert any
security into shares in Carnival plc:
(a)
up to an aggregate nominal amount of $103,853,794 (such amount to
be reduced by the nominal amount allotted or granted under paragraph
(b) below in excess of such sum); and
(b)
up to an aggregate nominal amount of $207,707,591 (such amount to
be reduced by any allotments or grants made under paragraph
(a) above) in connection with or pursuant to an offer of or invitation to
apply for equity securities by way of a pre-emptive offer or invitation
(including a rights issue or an open offer):
•
to ordinary shareholders in proportion (as nearly as may be
practicable) to their holdings of ordinary shares on the record date for
such allotment; and
•
to holders of any other class of equity securities as required by the
rights of those securities or as the Directors of Carnival plc otherwise
consider necessary,
and so that the Directors of Carnival plc may impose any limits or restrictions
and make any arrangements which they consider necessary or appropriate
to deal with treasury shares, fractional entitlements, record dates, legal,
regulatory or practical problems in, or under the laws of, any territory or any
other matter, such authorities to apply until the end of next year’s Carnival
plc Annual General Meeting (or, if earlier, until the close of business on
July 15, 2026) but, in each case, Carnival plc may, before the expiry of such
authorities, make offers and enter into agreements which would, or might,
require shares to be allotted or rights to subscribe for or convert securities
into shares to be granted after the authorities expire and the Directors of
Carnival plc may allot shares or grant rights to subscribe for or convert
securities into shares under, or in pursuance of, any such offer or agreement
as if the authorities had not expired.
FOR
90
19
DISAPPLICATION OF PRE-EMPTION RIGHTS
THAT, subject to Proposal 18 passing, the Directors of Carnival plc be given
power to allot equity securities (as defined in the UK Companies Act 2006
(the “Companies Act”)) for cash under the authority given by that resolution
and/or to sell ordinary shares held by Carnival plc as treasury shares for cash
as if Section 561 of the Companies Act did not apply to any such allotment or
sale, such power to be limited:
(a)
to the allotment of equity securities and sale of treasury shares for cash
in connection with or pursuant to an offer of, or invitation to apply for,
equity securities (but in the case of the authority granted under
paragraph (b) of Proposal 18, by way of a pre-emptive offer or invitation
(including a rights issue or open offer):
FOR
90
Notice of 2025 Annual General Meeting of Carnival plc Shareholders
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Proposals
Board
Recommendation
Page
Reference
•
to ordinary shareholders in proportion (as nearly as may be
practicable) to their holdings of ordinary shares on the record date for
such allotment or sale; and
•
to holders of any other class of equity securities, as required by the
rights of those securities, or as the Directors of Carnival plc otherwise
consider necessary,
and so that the Directors of Carnival plc may impose any limits or
restrictions and make any arrangements which they consider necessary
or appropriate to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical problems in, or under the laws
of, any territory or any other matter;
(b)
in the case of the authority granted under paragraph (a) of Proposal 18
and/or in the case of any sale of treasury shares for cash, to the
allotment of equity securities or sale of treasury shares (otherwise than
under paragraph (a) above or paragraph (c) below) up to a nominal
amount of $31,156,138; and
(c)
in the case of the authority granted under paragraph (a) of Proposal 18
and/or in the case of any sale of treasury shares for cash, to the
allotment of equity securities or sale of treasury shares (otherwise than
under paragraphs (a) or (b) above) up to a nominal amount equal to
20 percent of any allotment of equity securities or sale of treasury
shares from time to time under paragraph (b) above, such authority to
be used only for the purposes of making a follow-on offer which the
Directors of Carnival plc determine to be of a kind contemplated by
paragraph 3 of Part 2B of the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the Pre-Emption Group
prior to the date of this notice,
such power to apply until the end of next year’s Carnival plc Annual General
Meeting (or, if earlier, until the close of business on July 15, 2026) but, in each
case, Carnival plc, before the expiry of such power, may make offers, and
enter into agreements, which would, or might, require equity securities to be
allotted (and/or treasury shares to be sold) after the power expires and the
Directors of Carnival plc may allot equity securities (and sell treasury shares)
under, or in pursuance of, any such offer or agreement as if the power had
not expired.
20
AMENDMENT TO CARNIVAL CORPORATION 1993 EMPLOYEE STOCK
PURCHASE PLAN
To approve the amendment to the Carnival Corporation 1993 Employee Stock
Purchase Plan.
FOR
93
There are 20 Proposals that require
shareholder approval at the Annual General
Meeting this year. The Directors
unanimously recommend that you vote in
favor of Proposals 1 through 20.
The Directors encourage you to submit your vote
using one of the voting methods described herein.
Submitting your voting instructions by any of these
methods will not affect your right to attend the
meeting in person should you so choose.
Voting Arrangements for Carnival plc Shareholders
Your vote is important.
Carnival plc shareholders
can vote in any of the following three ways:
1.
by attending the Annual General Meeting and
voting in person or, in the case of corporate
shareholders, by corporate representatives;
2.
by appointing a proxy to attend and vote on
their behalf, using the proxy form enclosed with
this Notice of Annual General Meeting; or
3.
by voting electronically as described below.
Notice of 2025 Annual General Meeting of Carnival plc Shareholders
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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ix
VOTING IN PERSON
If you come to the Annual General Meeting, please
bring the attendance card (attached to the enclosed
proxy form) with you. This will mean you can register
more quickly.
In order to attend and vote at the Annual General
Meeting, a corporate shareholder may appoint one
or more individuals to act as its representative. The
appointment must comply with the requirements of
Section 323 of the Companies Act. Each representative
should bring evidence of their appointment,
including any authority under which it is signed, to
the meeting. If you are a corporation and are
considering appointing a corporate representative to
represent you and vote your shareholding in
Carnival plc at the Annual General Meeting, you are
strongly encouraged to pre-register your corporate
representative to make registration on the day of the
meeting more efficient. In order to pre-register,
please email your Letter of Representation to Carnival
plc’s registrars, Equiniti Limited, at
proxyvotes@equiniti.com.
Please note that each shareholder or their duly
appointed proxies and corporate representatives will
be required to comply with the “Meeting Admission
Requirements” and “Safety and Security Measures” in
the “Information about Attending the Annual
Meetings” section preceding the Carnival plc Notice
of Annual General Meeting.
Please note that shareholders planning to attend the
live video broadcast in Southampton must submit a
proxy in order to vote as they will not be treated as, or
considered to be, “in attendance” at the Annual
Meetings and therefore will not be able to vote in
person from Southampton.
VOTING BY PROXY
A shareholder entitled to attend and vote at the
meeting is entitled to appoint a proxy to exercise all
or any of their rights to attend, speak and vote in his or
her stead. A proxy need not be a shareholder of
Carnival plc. A shareholder may appoint more than
one proxy provided that each proxy is appointed to
exercise the rights attached to a different share or
shares held by that shareholder. To appoint more than
one proxy, please follow the notes contained in the
proxy form. A person who is nominated to enjoy
information rights in accordance with Section 146 of
the Companies Act, but who is not a shareholder, is
not entitled to appoint a proxy. Shareholders
planning to attend the live video broadcast in
Southampton must submit a proxy in order to vote
as they will not be able to vote in person from
Southampton.
If you are a person nominated to enjoy information
rights in accordance with Section 146 of the
Companies Act you may have a right under an
agreement between you and the member by whom
you were nominated to be appointed, or to have
someone else appointed, as a proxy for the meeting.
If you have no such right, or you have such a right
but do not wish to exercise it, you may have a right
under such an agreement to give instructions to the
member as to the exercise of voting rights.
To be effective, a duly completed proxy form and the
authority (if any) under which it is signed, or a
notarially certified copy of such authority, must be
deposited (whether delivered personally or by post)
at the offices of Carnival plc’s registrars as soon as
possible and in any event by no later than 1:30 p.m.
(BST) on April 14, 2025.
Equiniti Limited
Aspect House
Spencer Road
Lancing BN99 6DA
United Kingdom
Alternatively, a proxy vote may be submitted via the
Internet in accordance with the instructions set out on
the proxy form.
In the case of joint registered holders, the signature
of one holder on a proxy card will be accepted and the
vote of the senior holder who tenders a vote,
whether in person or by proxy, shall be accepted to
the exclusion of the votes of the other joint holders.
For this purpose, seniority shall be determined by the
order in which names stand on the register of
shareholders of Carnival plc in respect of the relevant
joint holding.
If you are a member of CREST, you may register the
appointment of a proxy by using the CREST electronic
Notice of 2025 Annual General Meeting of Carnival plc Shareholders
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
proxy appointment service. In order for a proxy
appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (a
“CREST Proxy Instruction”) must be properly
authenticated in accordance with Euroclear’s
specifications and must contain the information
required for such instructions, as described in the
CREST Manual, which can be viewed at
www.euroclear.com
. The message, regardless of
whether it constitutes the appointment of a proxy or
an amendment to the instruction given to a
previously appointed proxy must, in order to be valid,
be transmitted so as to be received by the issuer’s
agent (ID RA19) by the latest time(s) for receipt of
proxy appointments specified in the Notice of Annual
General Meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by
the timestamp applied to the message by the CREST
Applications Host) from which the issuer’s agent is able
to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time, any
change of instructions to proxies appointed through
CREST should be communicated to the appointee
through other means.
CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
Euroclear does not make available special procedures
in CREST for any particular messages. Normal system
timings and limitations will therefore apply in
relation to the input of CREST Proxy Instructions. It is
the responsibility of the CREST member concerned
to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a
voting service provider(s), to procure that his or her
CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system
by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors
or voting service providers are referred, in particular,
to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
Carnival plc may treat as invalid a CREST Proxy
Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
If you are an institutional investor, you may be able
to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by Carnival
plc and approved by the registrar. For further
information regarding Proxymity, please go to
www.proxymity.io
. Your proxy must be lodged by
1:30 p.m. (BST) on April 14, 2025 in order to be
considered valid. Before you can appoint a proxy via
this process you will need to have agreed to
Proxymity’s associated terms and conditions. It is
important that you read these carefully as you will be
bound by them and they will govern the electronic
appointment of your proxy.
VOTING ELECTRONICALLY
Shareholders are entitled to vote online at
www.shareview.co.uk.
First, please log in to your
Shareview Portfolio. Once you have logged in, simply
click “View” on the “My Investments” page and then
click on the link to vote and follow the on-screen
instructions If you have not yet registered for a
Shareview Portfolio, please go to
www.shareview.co.uk
and enter the requested
information. Shareholders voting electronically should
vote as soon as possible, and in any event by no
later than 1:30 p.m. (BST) on April 14, 2025.
SHAREHOLDERS WHO ARE ENTITLED TO ATTEND OR VOTE
Carnival plc, pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001, specifies
that only those shareholders registered in the register
of members of Carnival plc at 6:30 p.m. (BST) on
April 14, 2025 shall be entitled to attend or vote at
the meeting in respect of the number of shares
registered in their name at that time. Changes to the
entries on the register of members after 6:30 p.m.
(BST) on April 14, 2025 shall be disregarded in
determining the rights of any person to attend or
vote at the meeting.
Notice of 2025 Annual General Meeting of Carnival plc Shareholders
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
xi
Asking Questions at the Meeting
Any shareholder attending the meeting has the right
to ask questions. Carnival plc must cause to be
answered any such question relating to the business
being dealt with at the meeting, but no such answer
need be given if:
•
to do so would interfere unduly with the preparation
for the meeting or involve the disclosure of
confidential information;
•
the answer has already been given on a website in
the form of an answer to a question; or
•
it is undesirable in the interests of Carnival plc or
the good order of the meeting that the question be
answered.
Shareholders attending the live video broadcast in
Southampton will be able to submit questions live to
the Directors present at the Annual Meetings in
Florida, but will not be treated as, or considered to
be, “in attendance” at the Annual General Meeting.
Documents Available for Inspection
Copies of all letters of appointment between each
Director and Carnival plc will be available for inspection
during normal business hours on any weekday
(public holidays excluded) at the registered office of
Carnival plc from the date of this notice until and
including the date of the meeting and at the place of
the meeting for at least 15 minutes prior to and during
the meeting.
Rights Under Sections 338 and 338A
Under Sections 338 and 338A of the Companies Act,
shareholders meeting the threshold requirements in
those Sections have the right to require Carnival
plc: (i) to give, to shareholders of Carnival plc entitled
to receive notice of the meeting, notice of a
resolution which may properly be moved and is
intended to be moved at the meeting and/or (ii) to
include in the business to be dealt with at the meeting
any matter (other than a proposed resolution)
which may be properly included in the business
unless (a) (in the case of a resolution only) it would, if
passed, be ineffective, (b) it is defamatory of any
person, or (c) it is frivolous or vexatious. Such a
request may be in hard copy form or in electronic
form, must identify the resolution of which notice is
to be given or the matter to be included in the
business, must be authorized by the person or
persons making it, must be received by Carnival plc
not later than March 5, 2025, being the date six clear
weeks before the meeting, and (in the case of a
matter to be included in the business only) must be
accompanied by a statement setting out the grounds
for the request.
Notice of 2025 Annual General Meeting of Carnival plc Shareholders
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Website Materials
This Proxy Statement and other information required
by Section 311A of the Companies Act have been
posted on our websites at
www.carnivalcorp.com
and
www.carnivalplc.com
.
You may not use any electronic address (within the
meaning of Section 333 of the Companies Act)
provided in this Proxy Statement (or in any related
documents including the proxy form) to communicate
with Carnival plc for any purposes other than those
expressly stated.
Under Section 527 of the Companies Act, shareholders
meeting the threshold requirements set out in that
Section have the right to require Carnival plc to publish
on a website a statement setting out any matter
relating to:
•
the audit of Carnival plc’s accounts (including the
auditor’s report and the conduct of the audit) that
are to be laid before the Annual General Meeting; or
•
any circumstance connected with an auditor of
Carnival plc ceasing to hold office since the previous
meeting at which annual accounts and reports
were laid in accordance with Section 437 of the
Companies Act.
Carnival plc may not require the shareholders
requesting any such website publication to pay its
expenses in complying with Sections 527 or 528 of the
Companies Act. Where Carnival plc is required to
place a statement on a website under Section 527 of
the Companies Act, it must forward the statement to
Carnival plc’s auditor not later than the time when it
makes the statement available on the website.
The business which may be dealt with at the Annual
General Meeting includes any statement that Carnival
plc has been required under Section 527 of the
Companies Act to publish on a website.
By Order of the Board of Directors,
DOREEN S. FURNARI
Company Secretary
January 27, 2025
REGISTERED OFFICE
Carnival House
|
100 Harbour Parade
|
Southampton SO15 1ST
|
United Kingdom
Notice of 2025 Annual General Meeting of Carnival plc Shareholders
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
xiii
Proxy Summary
This summary highlights information contained
elsewhere in this Proxy Statement. This summary does
not contain all of the information you should consider.
You should read the entire Proxy Statement carefully
before voting.
2024 Business Highlights
>13.5 Million
guests carried
Benefitted from 3
fantastic new ships
>$25 Billion
record total revenue
~$6 Billion
record cash from operations
>20%
debt reduction since our
Jan. 2023 peak (~$8 billion)
~11%
reduction in absolute
greenhouse gas (“GHG”)
emissions as compared to our
peak year of 2011
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
1
Corporate Governance Highlights
Corporate Governance Best Practices
10 of our 12 current Directors are independent,
including all members of the Audit, Compensation,
Compliance, Health, Environmental, Safety and
Security (“HESS”) and Nominating & Governance
(“N&G”) Committees
Presiding Director and Senior Independent Director,
with defined responsibilities
5 of our 12 current Directors are female and two
are ethnically diverse
Balance of new and experienced Directors
Majority voting for Directors in uncontested
elections
Stock ownership policy for Directors and executives
Director overboarding policy (included in our
Corporate Governance Guidelines)
Annual Director evaluation and Committee
assessment to ensure Board effectiveness, and
independent evaluation every 3 years
Regular shareholder engagement, including
participation of independent Directors
All Directors attended over 75% of fiscal 2024
meetings
Regular executive sessions of independent
Directors
Robust risk oversight
Board review of our financial performance, strategy
and succession planning
Code of Business Conduct and Ethics
Commitment to corporate social responsibility and
sustainability
Comprehensive processes to support reporting of
concerns, including anonymously via a dedicated
hotline
Coordinated internal audit, compliance and incident
investigation functions with reporting lines to
relevant Board Committees
Our governance documents, including the Corporate Governance Guidelines, the Committee Charters and the
Code of Business Conduct and Ethics, are available at
www.carnivalcorp.com/governance
and
www.carnivalplc.com/governance
.
Proxy Summary
CORPORATE GOVERNANCE HIGHLIGHTS
2
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Directors at a Glance
Age
Tenure
Average: 66.1 years
70+
60-69
40-59
Median
66.5
years
Average: 13.3 years
Median
8.5
years
>10 years
0-5 years
6-10 years
83%
independent
Independence
Gender Diversity
Ethnic Diversity
42%
diverse
Women
Ethnically
Diverse
17%
diverse
As of November 30, 2024
Proxy Summary
DIRECTORS AT A GLANCE
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
3
Name and Occupation
Age
Independent
Carnival Corporation and
Carnival plc Director
Since
Committee Memberships
Micky Arison
Chair of the Board of Directors,
Carnival Corporation & plc
75
Carnival Corporation: 1987
Carnival plc: 2003
Sir Jonathon Band
Former First Sea Lord and Chief of
Naval Staff, the British Navy
75
2010
HESS (Chair), Compliance,
N&G
Jason Glen Cahilly
Chief Executive Officer, Dragon
Group LLC
54
2017
Audit, Compensation
Nelda J. Connors
Chair and Chief Executive
Officer, Pine Grove Holdings, LLC
59
2024
HESS
Helen Deeble
Former Chief Executive Officer, P&O
Ferries Division Holdings Ltd
63
2016
Compensation, HESS
Jeffrey J. Gearhart
Former Executive Vice President,
Global Governance and Corporate
Secretary, Walmart, Inc.
60
2020
Compliance (Chair), HESS
Katie Lahey
Former Chair, Korn Ferry Australasia
74
2019
HESS, N&G
Sara Mathew*
Former Chair, President and Chief
Executive Officer, Dun & Bradstreet
Corporation
69
2022
Audit
Stuart Subotnick
President and Chief Executive
Officer, Metromedia Company
83
Carnival Corporation: 1987
Carnival plc: 2003
N&G (Chair), Audit,
Compliance
Laura Weil
Founder and Managing Partner,
Village Lane Advisory LLC
68
2007
Audit (Chair),
Compensation,
Compliance
Josh Weinstein
President, Chief Executive Officer
and Chief Climate Officer, Carnival
Corporation & plc
50
2022
Randy Weisenburger
Managing Member, Mile 26 Capital
LLC
66
2009
Compensation (Chair),
Compliance, HESS, N&G
Presiding Director and Senior Independent Director
*
Ms. Mathew has made the decision not to seek re-election and will step down from the Boards and their Committees with
effect from the conclusion of the 2025 Annual Meetings of Shareholders, at which time the size of the Boards will be reduced
to 11 members.
Proxy Summary
DIRECTORS AT A GLANCE
4
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Executive Compensation Highlights
COMPENSATION POLICIES AND PRACTICES
What We Do
What We Don’t Do
Independent Compensation Committees that review
and approve all compensation for our Named
Executive Officers
Independent compensation consultant
Annual Say-on-Pay vote
Stock ownership policy for Directors and Executive
Officers
Compensation Committees assess compensation
practices to deter excessive risk-taking
Pay-for-performance philosophy
Mix of compensation which includes short-term
cash and long-term equity-based compensation
Robust clawback policy and other clawback
provisions in annual bonus plan and equity grant
agreements
No guaranteed or unlimited incentive payouts in
our annual bonus plan
No evergreen provisions in our equity plan
No short sales, short-term hedging or margin sales
of our securities
No stock option repricing
No liberal share recycling of stock options or stock
appreciation rights
No pension plans or supplemental deferred
compensation or retirement plans for our Named
Executive Officers
No single-trigger change in control equity vesting
No Section 280G gross-up payments in the event of
change of control
PRINCIPAL COMPENSATION OBJECTIVES
We believe that our executive compensation program
should be appropriately tailored to balance
short-term and long-term compensation
opportunities to enable Carnival Corporation and
Carnival plc to meet short-term objectives while
continuing to produce value for their shareholders
over the long-term and supporting a strong focus on
retention. Our executive compensation program is
designed to:
1
2
3
Reward results and effective strategic
leadership through the use of both
short-term and long-term incentives,
taking into account each executive’s
performance, experience and
responsibilities.
Align executive interests with those
of our shareholders by making a
substantial portion of compensation
at risk and performance-based.
Remain competitive in the
marketplace in order to attract,
motivate and retain our talent that
we believe is necessary to achieve
our financial and strategic goals.
Proxy Summary
EXECUTIVE COMPENSATION HIGHLIGHTS
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
5
TOTAL TARGET COMPENSATION MIX
(1)
CEO
O
ther
NEO
s
Long-Term
Equity
Incentives
50%
Base Salary
25%
Annual
Incentive Bonus
25%
75%
At-risk
89%
At-risk
Annual
Incentive
Bonus
21%
Long-Term
Equity
Incentives
68%
Base Salary
11%
(1)
At-risk compensation includes the Annual Incentive Bonus that is subject to performance criteria and the Long-Term Equity
Incentives some of which are subject to performance criteria and all of which are subject to change in value based on share price
movements during the vesting period.
Shareholder Engagement
Carnival Corporation & plc has a long-standing
shareholder outreach program, and we believe
constructive dialogue with our shareholders is a
fundamental pillar of effective corporate governance.
We engage routinely throughout the year with our
shareholders on a variety of topics relevant to the
long-term success of our business.
Our engagement program is primarily led by our
investor relations team and our Chief Executive Officer
(“CEO”), with support from other members of senior
management. In certain situations, meetings might
include our Chair of the Boards, Chairs of Board
Committees or our Presiding Director and Senior
Independent Director (who is also the Chair of our
Compensation Committees). Non-Executive Directors
participate in select engagements to share their
perspective and receive feedback directly from our
shareholders, as appropriate. We believe this
multifaceted shareholder engagement process
allows for shareholder feedback and concerns to be
appropriately considered and addressed by
management and the Boards.
Throughout fiscal 2024, we engaged with a significant
number of our shareholders. Our Chair of the
Boards, CEO, Presiding Director and Senior
Independent Director (who is also the Chair of our
Compensation Committees) and certain other
members of senior management participated in
select meetings with shareholders during the year.
Our dialogues covered several topics of significance to
us and our shareholders, including:
•
updates on our strategic, financial and operating
priorities and recent performance;
•
our executive compensation program and related
disclosures for 2024;
•
Board refreshment, Board composition and
diversity; and
•
progress on our environmental, health, safety and
sustainability initiatives, including our emission
reduction strategy.
We also engaged with our retail shareholders
throughout the year. Retail shareholders as well as
all other shareholders are given the opportunity to
attend our Annual Meetings of Shareholders as well as
ask questions and share their feedback with
members of our Boards and management. In
addition, our investor relations team routinely
responds to questions and comments from retail
shareholders and shares them with other
departments and the Boards, as appropriate. All
shareholders, including retail shareholders, may also
communicate with the Boards or the Senior
Independent Director by writing to the attention of
the Company Secretary of Carnival Corporation & plc
at 3655 N.W. 87th Avenue, Miami, Florida 33178-2428,
United States.
The feedback we receive as part of our engagement
efforts is shared with our senior management, full
Boards and relevant Committees, as appropriate, who
use it to inform decision-making regarding our
practices, policies, and disclosures. For example,
shareholder input informed our inclusion of a detailed
skills matrix in our 2024 and 2025 Proxy Statements
Proxy Summary
SHAREHOLDER ENGAGEMENT
6
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
as well as enhancements to our sustainability
reporting. In the past, shareholder feedback was also
an important input to our Compensation Committees’
decision-making processes regarding our executive
compensation program.
Corporate Social Responsibility
SUSTAINABILITY AND THE ENVIRONMENT
In 2021, we established goals for 2030 which incorporate
six key focus areas listed below that align with elements
of the United Nation’s Sustainable Development Goals
and build on the momentum of our successful
achievement of our 2020 sustainability goals:
•
climate action;
•
circular economy;
•
good health and well-being;
•
sustainable tourism;
•
biodiversity and conservation; and
•
inclusion and belonging.
Since then, we have achieved several goals ahead of
schedule, accelerated the timeline of others and
established intermediate goals. During 2024, we
conducted a comprehensive review of our 2030
sustainability goals to align with our ongoing vision and
progress. This review included revising existing goals,
setting new targets, and retiring goals that have already
been achieved. The enhancement of our sustainability
road map reflects our adaptive approach to addressing
evolving environmental and social challenges, both
globally and within the cruise industry.
We have a four-part strategy to help us achieve our
climate action goals:
•
Fleet optimization: delivering larger, more efficient
ships as part of our ongoing newbuild program, some
of which may replace existing ships in our fleet.
•
Energy efficiency: continuing to improve our existing
fleet’s energy efficiency through investment in projects
such as service power packages (or power saver
packs), air lubrication systems and expanding shore
power capabilities to leverage renewable energy
sources while in port, where available.
•
Itinerary efficiency: designing more energy-efficient
itineraries, focusing on operational execution and
investing in strategically located port and destination
projects.
•
New technologies and alternative fuels: investing in a
first-of-its-kind lithium-ion battery storage system and
assessing carbon capture and storage. We also
support alternative fuels, including biofuels such as
bio-methane, bio-methanol, as well as synthetic or
e-fuels such as e-methane and e-methanol, which we
are assessing as a future low GHG emission fuel option
for our ships.
We are working to further reduce our absolute GHG
emissions. We reduced our absolute GHG emissions
from ship fuel by approximately 11% as compared to our
peak year of 2011 despite capacity growth of nearly 37%
over the same period. Additionally, we are pursuing our
aspiration of net zero by 2050, aligned with the
International Maritime Organization’s revised 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 various
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 biofuels as a replacement for
fossil fuel on 6 ships. 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.
Proxy Summary
CORPORATE SOCIAL RESPONSIBILITY
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
7
We have ten LNG powered cruise ships in operation as of
November 30, 2024 which represent nearly 20% of our
fleet capacity and six more that are expected to join the
fleet through 2033. A new ship capable of running on
LNG also provides flexibility and future optionality. LNG
engines are dual-fuel engines, capable of operating on
marine gas-oil and LNG, including fossil, biofuel and,
when available, synthetic versions of those fuels. The
type of tank and system arrangements that we have on
our LNG-fueled ships also allows for future conversion to
other low GHG fuels such as green methanol. This
provides us with more options to continue to fuel our
ships regardless of how the alternative fuel markets
develop in the future.
To incentivize performance on our sustainability
priorities, our executive compensation program in 2024
also includes quantitative environmental and
sustainability metrics in the Management Incentive Plan
bonus and the performance-based equity grants. For
further information on our sustainability efforts and
progress, refer to our 2024 Joint Annual Report on
Form 10-K or to our Sustainability Reports which are not
incorporated in this document and can be viewed at
www.carnivalcorp.com, www.carnivalplc.com and
www.carnivalsustainability.com.
PROMOTING EMPLOYEE WELLNESS
We continue to bring together many cultures,
backgrounds, beliefs and points of view and treat every
person with dignity, courtesy and respect. We are
expanding our efforts to include global wellness
standards for employees. We believe that valuing and
supporting employee wellbeing, as well as fostering
optimal health and wellness, are crucial to sustaining
the success of our business. We strive to achieve greater
performance and satisfaction through wellness
standards focused on the financial, benefits, safety,
psychological, social and physical needs of our
employees. In addition, we believe a focus on wellness
will lead to greater employee satisfaction, reduced
turnover and identification as an employer of choice.
INVESTING IN OUR COMMUNITIES
Sustainable tourism is one of our ongoing priorities.
Every year we find new ways to foster shared value,
mutual growth and goodwill with our destination
partners—and 2024 was no exception.
We also seek out meaningful ways to help address
pressing needs in destination communities. For example,
in 2024 we supported and coordinated disaster relief
efforts in communities across the southeastern United
States impacted by hurricanes Helene and Milton. In
addition, we supported disaster relief efforts on the
South Pacific island of Vanuatu and on Japan’s Noto
Peninsula after they were impacted by earthquakes and
provided in-kind donations to the Quintana Roo
community in Mexico after they were affected by
torrential rains and flooding.
We also supported the Alaska community impacted by
the Mendenhall Glacier Dam flooding.
We participated in 48 coastal cleanups across
17 countries during 2024.
During times of crisis, Carnival Foundation works closely
with national and international relief organizations,
coordinating corporate and employee donations for
emergencies, such as hurricanes in the U.S. and in the
Caribbean.
We also continued construction on a new cruise port
destination, Celebration Key, which is expected to open
in the summer of 2025. In 2024, we planted 5,000 locally
grown palm trees in Celebration Key—Grand Bahamas.
Through Carnival Foundation, which oversees many of
our philanthropic endeavors, we are also dedicated to
creating positive change through empowering youth,
enhancing education and strengthening families in the
communities where we live and work. Carnival
Foundation and the brands of Carnival Corporation & plc
support a broad spectrum of organizations that
positively impact thousands of youth and families each
year through charitable giving, in-kind donations and
volunteerism. Whether it is providing job training to the
homeless, preserving and protecting the environment,
furthering medical research or investing in our future
through education and mentoring, the reach of Carnival
Foundation is all-encompassing.
Carnival Foundation’s contributions are spread to
communities where the brands operate, but focus on
organizations in South Florida, where Carnival
Corporation & plc is headquartered.
Proxy Summary
CORPORATE SOCIAL RESPONSIBILITY
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Governance and Board Matters
PR
O
P
O
SALS 1-11
Re-Election of Directors
1
Micky Arison
2
Sir Jonathon Band
3
Jason Glen Cahilly
4
Nelda J. Connors
5
Helen Deeble
6
Jeffrey J. Gearhart
7
Katie Lahey
8
Stuart Subotnick
9
Laura Weil
10
Josh Weinstein
11
Randy
Weisenburger
Governance
GOVERNANCE PHILOSOPHY
We are committed to governance policies and
practices so that shareholder and other stakeholder
interests are represented in a thoughtful and
independent manner. Sound principles of corporate
governance are critical to obtaining and retaining the
trust of investors. They are also vital in securing
respect from other key stakeholders and interested
parties, including our workforce, guests and suppliers,
the communities in which we conduct business,
government officials and the public-at-large. We
believe that our governance framework contributes
to the delivery of our corporate strategy in a number
of ways. The Boards and our Board Committees
support our senior management in the development,
refinement and execution of our corporate strategy
by providing independent oversight and valuable input
based on their wealth of knowledge and experience
in their areas of expertise. The Boards also oversee
our risk review and assessment processes, while
our Board Committees provide oversight over risks
within their area of remit, all of which are incorporated
into our strategic planning.
DUAL-LISTED ARRANGEMENT CONSIDERATIONS
Carnival Corporation and Carnival plc operate under
a dual listed company (“DLC”) arrangement with
primary stock listings in the United States (“U.S.”) and
the United Kingdom (“UK”). Accordingly, we
implemented a single corporate governance
framework consistent, to the extent possible, with
the governance practices and requirements of both
countries. While there are customs or practices that
differ between the two countries, we believe our
corporate governance framework effectively
addresses the corporate governance requirements of
both the U.S. and the UK.
Our corporate governance principles are set forth in
our Corporate Governance Guidelines and the
charters of our Board Committees. The actions
described in these documents, which the Boards
have reviewed and approved, implement applicable
requirements, including the New York Stock Exchange
listing requirements and, to the extent practicable,
the UK Corporate Governance Code published by the
UK Financial Reporting Council in July 2018 (the “UK
Corporate Governance Code”), as well our own vision
of good governance.
We will continue to monitor governance developments
in the U.S. and the UK to ensure a vigorous and
effective corporate governance framework of the
highest international standards.
Our Corporate Governance Guidelines, copies of the
charters of our Board Committees and our
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
9
organizational documents are available under the
“Governance” section of our website at
www.carnivalcorp.com
and
www.carnivalplc.com
.
The Boards are elected by the shareholders to exercise
business judgment to act in what they reasonably
believe to be in the best interests of Carnival
Corporation & plc and its shareholders. The Boards
select and oversee the members of senior
management, who are charged by the Boards with
conducting the business of Carnival Corporation & plc.
Nominations of Directors
NOMINATION PRINCIPLES AND PROCESS
Carnival Corporation and Carnival plc are two separate
legal entities and, therefore, each has a separate
Board of Directors, each of which in turn has its own
Nominating & Governance Committee. As the DLC
arrangement requires that there be identical Boards
of Directors, the Nominating & Governance
Committees make one set of determinations in
relation to both companies.
The Nominating & Governance Committees, which
are made up of independent Directors, actively seek
individuals qualified to become Board members and
recommend to the Boards the nominees to stand
for election as Directors at the Annual Meetings of
Shareholders or, if applicable, at a Special Meeting of
Shareholders.
All nominations and appointments to the Boards are
based on merit and objective criteria. When
nominating candidates for the Boards of Directors,
including incumbent Directors eligible for re-
nomination, regardless of the source of the
nomination, the Nominating & Governance
Committees will consider, in accordance with their
charter and the Board Diversity Policy, such factors as
they deem appropriate, including, but not limited
to:
•
the candidate’s judgment;
•
the candidate’s skill;
•
contributions to the Boards of Directors (with
respect to incumbent Directors);
•
diversity considerations, including with respect to
diversity of experience, professions, skills,
geographic representations, knowledge and
abilities, as well as race or ethnicity, age and gender;
•
the candidate’s experience with business and
other organizations of comparable size;
•
the interplay of the candidate’s experience with the
experience of other members of the Boards; and
•
the extent to which the candidate would be a
desirable addition to the Boards and any
Committees of the Boards.
TIME COMMITMENTS AND OVERBOARDING
All candidates for nomination or re-nomination,
including incumbent Directors, have to disclose their
other significant commitments and provide
confirmation to the Nominating & Governance
Committees that they have sufficient time available
to fulfill the obligations of the office. The Nominating &
Governance Committees provide such disclosure
and confirmation to the Boards for their consideration
prior to the nomination or re-nomination of a
candidate. All candidates for nomination or re-
nomination must also comply with our overboarding
policy which is included in our Corporate Governance
Guidelines. The overboarding policy limits Directors to
a maximum of four public company boards (including
Carnival Corporation & plc, treated as one board),
with executive officers and non-executive chairs of
public companies limited to a maximum of two and
three public company boards, respectively. Members
of our Audit Committees may not serve on audit
committees of more than three public companies.
The Chair of our Boards and executive officers who
serve on our Boards are also not permitted to serve as
chairs of the board of any other public company.
The Boards may, upon recommendation of the
Nominating & Governance Committees, approve a
departure from these board and committee service
limits if doing so would be in the best interests of
Carnival Corporation & plc and our shareholders, after
Governance and Board Matters
NOMINATIONS OF DIRECTORS
10
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
considering the nature and extent of the various
appointments, the companies concerned, and any
exceptional circumstances. The overboarding policy
is reviewed at least annually as part of the Boards’
review of the Corporate Governance Guidelines. All
Directors currently serving are compliant with the
overboarding policy.
Board Evaluation Process
The Boards maintain a comprehensive annual
evaluation process that guides our Director
nomination and refreshment process. This includes
both a rigorous regular process as well as a different
tri-annual process in lieu of the regular process
conducted in partnership with an external third-party
governance expert, to support a holistic and
thorough evaluation.
R
E
G
UL
AR
PR
OCE
SS
:
PR
OCE
SS
EVE
R
Y THI
RD
YE
AR
:
Assessment
Questionnaires to assess performance completed
by all Board members
Independent assessment of the Boards by
third party governance expert
I
nitia
l
Review
N&G Committees review questionnaires and
individual Director performance
Each Committee reviews its performance
Senior Independent Director reviews results
of the independent assessment with the
third party governance expert
F
ina
l
Review
N&G Committees and all other Committees
present results to the Boards
Boards review results and confirm whether each
Director and Committee performed effectively
Third party governance expert presents results
and recommendations to the Boards
Boards review results and confirm whether each
Director and Committee performed effectively
F
eedback
Boards and their Committees review strengths and areas of improvement
Boards and their Committees identify follow up matters from evaluation
The N&G Committees and the Boards conduct
annual performance evaluations of the Boards, the
Boards’ Committees and the members of our Boards
of Directors. As part of this process in 2024, each
Director was required to complete a questionnaire
about the performance of the Boards and their
Committees. All questionnaires were reviewed and
assessed by the N&G Committees. In addition, the
N&G Committees reviewed the individual performance
of each member of the Boards of Directors focusing
on his or her contribution to Carnival Corporation and
Carnival plc and also discussed and reviewed with
Non-Executive Directors any significant time
commitments they have with other companies or
organizations. The N&G Committees reported the
results of their review to the Boards. The Boards
determined that each nominee was an effective and
committed member of the Boards and the Board
Committees on which each serves.
During fiscal 2024, all Committees of the Boards also
reviewed their own performance against their
respective charters by completing questionnaires
that were provided to the Chair of the N&G
Committees. The results of such reviews were
discussed among the members and reported to the
Boards. The Boards concluded that the Committees
continued to function effectively and continued to
meet the requirements of their respective charters.
In 2022, the N&G Committees engaged a third-party
governance expert to perform an assessment of the
effectiveness of the Boards. The third-party
governance expert interviewed each Director and
members of senior management who interact
substantially with the Boards, reviewed the results of
the assessment with the Senior Independent
Director, and then presented the results of the
assessment as well as recommendations to the full
Governance and Board Matters
BOARD EVALUATION PROCESS
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
11
Boards, including our Chair, in late 2022. Refer to
“Board Performance Evaluations” in the Carnival plc
Corporate Governance Report for additional
information regarding the third-party governance
expert’s assessment.
Board Refreshment
We have added five new Directors to our Boards since 2019, including three women.
2019
1 new Director joined
Katie Lahey
•
2020
1
new
Director joined
Jeffrey J. Gearhart
•
Sara Mathew*
•
2022
2 new Directors joined
Josh Weinstein
•
2024
1
new
Director joined
Nelda J. Connors
•
*
Ms. Mathew has made the decision not to seek re-election and will step down from the Boards and their Committees with
effect from the conclusion of the 2025 Annual Meetings of Shareholders, at which time the size of the Boards will be reduced
to 11 members.
The N&G Committees also use their best efforts to
ensure that the composition of the Boards adheres to
the independence requirements applicable to
companies listed for trading on the New York Stock
Exchange and the London Stock Exchange. The N&G
Committees and the Boards utilize the same criteria
for evaluating candidates regardless of the source
of the referral. Other than the foregoing, there are no
stated minimum criteria for Director nominees.
The N&G Committees identify nominees by first
evaluating the current members of the Boards willing
to continue in service. As part of Director succession
planning, current members of the Boards with skills
and experience that are relevant to our business
and who are willing to continue in service are
considered for re-nomination, balancing the value of
continuity of service by existing members of the
Boards with that of obtaining a new perspective. If
any member of the Boards does not wish to continue
in service or if the N&G Committees or the Boards
decide not to re-nominate a member for re-election,
the N&G Committees identify the desired skills and
experience of a new nominee in light of the criteria
above. Current members of the N&G Committees and
the Boards are polled for suggestions as to individuals
meeting the criteria of the N&G Committees. The
N&G Committees may consider candidates proposed
by management but are not required to do so. The
N&G Committees generally use third-party search
firms to identify and attract potential nominees.
As of November 30, 2024, 42% of the members of the
Boards are women (being five of 12 members) and
two Directors are ethnically diverse.
Board Orientation and Education
As part of our new Director orientation program, new
Directors meet with the Company Secretary, senior
management and Board leadership, as appropriate,
and are also provided with a variety of orientation
materials to familiarize them with Carnival
Corporation & plc’s business, strategy, structure of
the Boards and the committees, as their duties and
responsibilities under U.S. and UK laws and
regulations, and other relevant topics.
All existing Directors are encouraged to continue to
develop their skills and knowledge. We provide a
number of different presentations and educational
programs for Directors by senior management and
outside experts on topics such as industry trends,
corporate governance and sustainability
developments, cybersecurity, and other topics
related to areas of Board oversight. Directors are also
encouraged to attend additional continuing
educational programs. They also receive materials
and updates from management on a regular basis
regarding new developments, changes or trends.
Governance and Board Matters
BOARD REFRESHMENT
12
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
2025 Nominees for Re-Election to the Boards
The DLC arrangement requires the Boards of Carnival
Corporation and Carnival plc to be identical.
Shareholders are required to approve the election or
re-election of Directors to each Board. There are 11
nominees for re-election to each Board of Directors.
Each nominee currently serves as a Director of both
companies, and each nominee is standing for re-
election having been most recently elected at the 2024
Annual Meetings of Shareholders. All Board nominees
are to be re-elected to serve until the next Annual
Meetings of Shareholders or until their successors are
elected.
All of the nominees have indicated that they will be
willing and able to serve as Directors.
With respect to each Board nominee set forth below,
the information presented includes such person’s
age, the year in which such person first became a
Director, any other position held with Carnival
Corporation and Carnival plc, such person’s principal
occupations during at least the past five years, any
directorships held by such nominee in public or certain
other companies over the past five years, the
nominee’s qualifications, including particular areas of
expertise, to serve as a Director and the reasons
why their contributions are, and continue to be,
important to our long-term sustainable success.
Accordingly, the Boards of Directors unanimously recommend a vote FOR the
re-election of each of the Director nominees.
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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13
DIRECTOR SKILLS AND QUALIFICATIONS
The N&G Committees endeavor to ensure that our
Boards are composed of Directors who collectively
bring a wide variety of business backgrounds,
experiences, skills and perspectives that provide
relevant strategic and operating insight and contribute
to the Boards’ ability to effectively oversee our
business strategy. The following table describes
certain experiences, qualifications and skills that the
Boards have identified as important to carrying out
our business strategy and allowing the Boards to
effectively fulfill their responsibilities. The attribution
of skills to Director nominees reflects careful
consideration of each nominee’s professional history
and experience in the context of relevance to the
Boards’ defined set of priority skills and qualifications.
Experiences,
Competencies & Skills
Director Qualifications for Possessing the Skill
Director
Nominees with
this Skill
Travel, Leisure &
Hospitality
Experience in relevant industries such as travel, tourism, leisure and
hospitality provides a deep understanding of our business strategy,
operations and key markets
6/11
Maritime & Health,
Safety and
Environmental
(“HSE”)
Experience in the maritime industry and relevant health, safety and
environment matters, provides a critical understanding of our strategic,
operating, health and safety, and environmental sustainability priorities
6/11
CEO / Senior
Leadership
Experience serving as a public company CEO or other senior leadership
role can hone skills in core management areas—such as strategic
planning, financial reporting, compliance, risk management and
leadership development—providing valuable practical understanding of
complex organizations
11/11
International
Perspective
Leadership experience in organizations that operate across diverse and
evolving political systems, economic conditions, and cultures provides
valuable perspectives for oversight of the risks and opportunities within
Carnival’s extensive international business operations
11/11
Finance &
Accounting
Expertise in finance, capital markets and financial reporting processes
enables our Directors to effectively monitor and assess our operating
and strategic performance and capital allocation approach, and ensure
accurate financial reporting and robust controls
9/11
Corporate
Governance
Public company board experience provides insight into new and
alternative practices which informs our commitment to excellence in
corporate governance and helps ensure that the Boards are functioning
as an effective and cohesive oversight body with independent
perspectives
10/11
Strategy,
Operations & Risk
Management
Experience identifying, managing and mitigating key strategic and
operational risks—such as competition, regulatory compliance, brand
integrity, cybersecurity, human capital and sustainability—promotes
effective oversight of our material risks and opportunities and
contributes to effective oversight of strategy in a variety of operating
environments
11/11
Media, Marketing &
Retail
Experience developing and overseeing media, marketing and retail
strategies provides the Boards with valuable insight into how to most
impactfully reach consumers and other stakeholders
7/11
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Experiences,
Competencies & Skills
Director Qualifications for Possessing the Skill
Director
Nominees with
this Skill
Technology &
Cybersecurity
Experience understanding and managing information technology and
cybersecurity matters is increasingly important to mitigate risks to our
business, and helps our team address innovation and competitiveness
in a rapidly evolving technological age
5/11
Government, Legal &
Regulatory
Experience in government or legal services allows the Boards to develop
their long-term strategies by incorporating current and potential
changes in public policy and regulation relevant to our business and
operations
8/11
Experiences, Qualifications & Skills
Arison
Weinstein
Band
Cahilly
Connors
Deeble
Gearhart
Lahey
Subotnick
Weil
Weisenburger
Travel, Leisure & Hospitality
Maritime & HSE
CEO / Senior Leadership
International Perspective
Finance & Accounting
Corporate Governance
Strategy, Operations & Risk Management
Media, Marketing & Retail
Technology & Cybersecurity
Government, Legal & Regulatory
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
15
MICKY ARISON
AGE
75
Carnival Corporation Director
since
1987
Chair of the Board of Carnival
Corporation since
1990
Carnival plc Director since
2003
Chair of the Board of Carnival
plc since
2003
COMMITTEES
•
None
KEY EXPERIENCE AND QUALIFICATIONS
•
Developed a comprehensive understanding of all aspects of our global business
strategy, operations, key markets, regulatory landscape, and the maritime and
travel and leisure industries through decades of executive and Board
experience, including as our former Chief Executive Officer
•
Significant leadership experience has given Mr. Arison unique insight into
important functions such as our financing, shipbuilding, risk management,
human capital management, marketing strategies, and health, safety and
environment that are important to enabling successful execution of our
strategic priorities and ongoing operations
•
Played a critical role in the development and evolution of our corporate
governance practices to support the most effective oversight of our strategy
through tenure as Chair of our Boards
CAREER HIGHLIGHTS
•
Carnival Corporation & plc
◦
Chair of the Board of Directors, Carnival Corporation (1990 to present)
◦
Chair of the Board of Directors, Carnival plc (2003 to present)
◦
Chief Executive Officer, Carnival Corporation (formerly known as Carnival Cruise
Lines) (1979 to 2013)
◦
Chief Executive Officer, Carnival plc (2003 to 2013)
OTHER PUBLIC COMPANY BOARDS
•
None
SIR JONATHON BAND
AGE
75
INDEPENDENT Carnival
Corporation Director since
2010
INDEPENDENT Carnival plc
Director since
2010
COMMITTEES
•
Compliance
•
HESS
•
N&G
KEY EXPERIENCE AND QUALIFICATIONS
•
Gained substantial experience in maritime and security matters through
42 years of service with the British Navy, contributing to expansive
understanding of our global operations, physical and technological security
considerations, human capital matters, risk management and regulatory
landscape.
•
Direct experience in the maritime industry and in-depth knowledge of our
operations position Sir Jonathon to effectively chair the HESS Committees and
provide oversight of sustainability, health and safety risks and compliance with
related legal and regulatory requirements
•
Current and previous experience serving on boards of public companies with
international operations provides Sir Jonathon with deep corporate governance
experience in a global context
CAREER HIGHLIGHTS
•
The British Navy
◦
First Sea Lord and Chief of Naval Staff, the most senior officer position in the
British Navy (2006 to 2009, when he retired)
◦
Admiral and Commander-in-Chief Fleet (2002 to 2006)
◦
Served as a naval officer in increasing positions of authority (1967 to 2002)
OTHER PUBLIC COMPANY BOARDS
•
None
PRIOR COMPANY BOARDS
•
Harland & Wolff Group Holdings plc (2021 to August 2024)
•
Survitec Group (2015 to 2019)
•
Lockheed Martin UK Limited (2010 to 2015)
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
16
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
JASON GLEN CAHILLY
AGE
54
INDEPENDENT Carnival
Corporation Director since
2017
INDEPENDENT Carnival plc
Director since
2017
COMMITTEES
•
Audit
•
Compensation
KEY EXPERIENCE AND QUALIFICATIONS
•
Brings over 25 years of experience in senior leadership and public and private
company board roles, including as Chief Strategic and Financial Officer of the
National Basketball Association (the “NBA”) and as Goldman Sachs’ Global
Co-Head of Media and Telecommunications
•
Direct experience in global technology, media, communications, entertainment,
sports, leisure, and finance sectors
•
Deepens our Boards’ understanding and oversight of global strategy, financial
and risk management, technology, legal, regulatory, human capital
management and corporate governance matters
CAREER HIGHLIGHTS
•
Dragon Group LLC and its affiliates
, a private firm that provides capital and
business management consulting and advisory services worldwide
◦
Chief Executive Officer (2017 to present)
•
The NBA
, a North American professional basketball league
◦
Chief Strategic & Financial Officer (2013 to 2017)
•
Goldman Sachs & Co.
, a global investment banking, securities and investment
management firm
◦
Partner; Global Co-Head of Media and Telecommunications; Head of Principal
Investing for Technology, Media & Telecommunications (“TMT”); Co-Head of TMT
Americas Financing Group; and other roles of increasing responsibility (2000 to
2012)
OTHER PUBLIC COMPANY BOARDS
•
Corsair Gaming, Inc. (2018 to present)
PRIOR COMPANY BOARDS
•
NBA China (2013 to 2017)
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
17
NELDA J. CONNORS
AGE
59
INDEPENDENT Carnival
Corporation Director since
2024
INDEPENDENT Carnival plc
Director since
2024
COMMITTEES
•
HESS
KEY EXPERIENCE AND QUALIFICATIONS
•
Over 25 years of senior executive experience in diverse and heavily regulated
industries provides Ms. Connors comprehensive understanding of strategy, risk
management, regulatory matters, health and safety, and complex operations
across different markets
•
Strong financial acumen and financial reporting skills developed through
leadership of an independent investment firm and public company executive
roles contribute to our Boards’ oversight of financial matters
•
Extensive experience overseeing corporate governance, strategy and risk,
human capital management, and regulatory considerations in a public company
context gained through service on public company boards, including in key
committee leadership roles
CAREER HIGHLIGHTS
•
Pine Grove Holdings, LLC,
a privately held investment company
◦
Chair and Chief Executive Officer (2011 to present)
•
Atkore International Inc.
(formerly the Electrical and Metal Products division of
Tyco International), a global manufacturer of electrical, safety and infrastructure
solutions
◦
President and Chief Executive Officer (2008 to 2011)
•
Eaton Corporation
, a global electrical and automotive supplier
◦
Vice President (2002 to 2008)
OTHER PUBLIC COMPANY BOARDS
•
ConocoPhillips (September 2024 to present)
•
Otis Worldwide Corporation (2022 to present)
•
Zebra Technologies Corporation (2022 to present)
PRIOR COMPANY BOARDS
•
Baker Hughes Company (2020 to May 2024)
•
Boston Scientific Corporation (2009 to May 2024)
•
BorgWarner Inc. (2020 to 2022)
•
Enersys (2017 to 2021)
•
Delphi Technologies PLC (2017 to 2020)
•
CNH Industrial N.V. (2020)
•
Echo Global Logistics, Inc. (2013 to 2020)
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
18
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
HELEN DEEBLE
AGE
63
INDEPENDENT Carnival
Corporation Director since
2016
INDEPENDENT Carnival plc
Director since
2016
COMMITTEES
•
Compensation
•
HESS
KEY EXPERIENCE AND QUALIFICATIONS
•
Over 30 years of strategic, financial and operational leadership experience in
the global maritime, logistics and travel industries provide Ms. Deeble with
deep insight into our key markets, risk management, financing activities, and
human capital management in a maritime environment
•
Contributes to the Boards’ oversight of financial and accounting matters and
regulatory compliance as a certified UK Chartered Accountant and former
senior executive
•
Service on public company and advisory boards provides Ms. Deeble with
additional expertise in corporate governance, the maritime industry,
sustainability, supply chain and regulatory matters
CAREER HIGHLIGHTS
•
P&O Ferries Division Holdings Ltd.
, a pan-European shipping and logistics
business
◦
Chief Executive Officer (2006 to 2017)
◦
Chief Operating Officer (2004 to 2006)
◦
Chief Financial Officer (1998 to 2003)
•
UK Chamber of Shipping
, the UK shipping industry trade association
◦
Vice President; President (2011 to 2013)
•
Awarded Commander of the Order of the British Empire
for services to shipping
(2013)
•
Stena Line UK
, a European passenger and freight operator
◦
Senior finance roles including Chief Financial Officer (1993 to 1998)
OTHER PUBLIC COMPANY BOARDS
•
CMO Group PLC (2021 to present)
PRIOR COMPANY BOARDS OR ENGAGEMENTS
•
Member of the Supervisory Board, the UK Chamber of Shipping (2011 to 2023)
•
Non-Executive Director, the Port of London Authority (2014 to 2020)
•
Board member of Standard P&I Club, an insurance mutual representing ship
owners globally to manage insurance costs over the long term (2014 to 2018)
•
Board member and member of the regulatory committee of Interferry, a trade
organization for ferry operators globally
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
19
JEFFREY J. GEARHART
AGE
60
INDEPENDENT Carnival
Corporation Director since
2020
INDEPENDENT Carnival plc
Director since
2020
COMMITTEES
•
Compliance
•
HESS
KEY EXPERIENCE AND QUALIFICATIONS
•
Contributes deep understanding of global legal, regulatory and compliance
matters gained from roles leading the governance and legal organizations at
Walmart and as a national law firm partner, which also supports effective
oversight of compliance with all laws, regulations and policies applicable to us
•
Substantial experience managing financial, strategic, compliance and regulatory
risks in a global organization contributes to our Boards’ understanding and
oversight of key risks and their impact on our strategy
•
Brings strong corporate governance expertise developed in the Corporate
Secretary and senior leadership roles at Walmart and through service as a
public company Board member
CAREER HIGHLIGHTS
•
Walmart, Inc.
, a global retailer
◦
Executive Vice President, Global Governance and Corporate Secretary,
responsible for oversight of Walmart Inc.’s global legal, compliance, ethics and
security and investigation functions, among others (2012 to 2018)
◦
Executive Vice President, General Counsel and Corporate Secretary (2010 to
2012)
◦
Executive Vice President, General Counsel (2009 to 2010)
◦
Senior Vice President and Deputy General Counsel (2007 to 2009)
◦
Vice President and General Counsel, Corporate Division (2003 to 2007)
•
Kutak Rock LLP
, a national law firm
◦
Partner, Corporate Securities and Mergers and Acquisitions (1998 to 2003)
OTHER PUBLIC COMPANY BOARDS
•
Bank OZK (2018 to present)
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
20
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
KATIE LAHEY
AGE
74
INDEPENDENT Carnival
Corporation Director since
2019
INDEPENDENT Carnival plc
Director since
2019
COMMITTEES
•
HESS
•
N&G
KEY EXPERIENCE AND QUALIFICATIONS
•
Extensive experience in the maritime, travel, tourism, leisure, and hospitality
industries in corporate, industry association and government roles bolsters our
Boards’ collective industry expertise and ability to navigate strategic
opportunities and challenges
•
Brings meaningful insights into human capital management, succession
planning and global talent acquisition and development through experience
leading a leadership and talent firm
•
Developed a rich understanding of media and marketing, including the
particular concerns of the tourism and transportation sectors, through her
leadership of the Business Council of Australia and other roles, which supports
the Boards’ oversight of our business and marketing strategies
CAREER HIGHLIGHTS
•
Korn Ferry Australasia
, a leadership and talent firm
◦
Non-Executive Chair (2019)
◦
Executive Chair (2011 to 2019)
•
The Tourism and Transport Forum Australia
, a tourism and transportation
industry group
◦
Chair (2015 to 2018)
•
Carnival Australia
, a division of Carnival plc
◦
Executive Chair (2006 to 2013)
•
Business Council of Australia
, an association of chief executives of leading
companies
◦
Chief Executive (2001 to 2011)
•
Additional roles as Chief Executive of the
State Chamber of Commerce
(1995 to
2001); Chief Executive of the
Sydney City Council
(1992 to 1995); and Chair & Chief
Executive Officer of the
Victorian Tourism Commission
(1989 to 1992)
INDUSTRY RECOGNITION
•
Member of the Order of Australia, for her significant services to business and
commerce and the arts (2013)
•
Awarded a Centenary Medal, for her contributions to Australian society in the area
of business leadership (2003)
OTHER PUBLIC COMPANY BOARDS
•
None
PRIOR PUBLIC COMPANY BOARDS
•
The Star Entertainment Group Limited (2012 to 2022)
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
21
STUART SUBOTNICK
AGE
83
INDEPENDENT Carnival
Corporation Director since
1987
INDEPENDENT Carnival plc
Director since
2003
COMMITTEES
•
Audit
•
Compliance
•
N&G
KEY EXPERIENCE AND QUALIFICATIONS
•
Deep industry insights gained from decades of executive leadership at a global
media and marketing conglomerate comprising communications, hospitality
and entertainment businesses contribute to our Boards’ oversight of our
business and marketing strategies
•
Expertise in financing, investing and corporate transactions strengthens our
Boards’ ability to effectively oversee our financial, capital allocation and
associated risks
•
Experience establishing and growing multiple public and private companies in
diverse U.S. and international markets also included significant experience in
corporate governance, talent development and succession planning insights
CAREER HIGHLIGHTS
•
Metromedia Company
, a privately held diversified Delaware general partnership
◦
President and Chief Executive Officer (2010 to present)
◦
General Partner and Executive Vice President (1986 to 2010)
•
Helped establish, acquire, take public, and operate several companies with
national and international presence including Metromedia International Group,
Orion Pictures, AboveNet and Big City Radio
OTHER PUBLIC COMPANY BOARDS
•
None
PRIOR PUBLIC COMPANY BOARDS
•
AboveNet, Inc. (1997 to 2012)
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
22
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
LAURA WEIL
AGE
68
INDEPENDENT Carnival
Corporation Director since
2007
INDEPENDENT Carnival plc
Director since
2007
COMMITTEES
•
Audit
•
Compensation
•
Compliance
KEY EXPERIENCE AND QUALIFICATIONS
•
Over 25 years of executive and operational experience with an emphasis on
digital transformation and e-commerce strategies at multi-national businesses
strengthens our Boards’ oversight of our business and go-to market strategies
•
Gained valuable experience leading transformational technology initiatives in
several prior roles, including management of cybersecurity matters, which
bolsters our Boards’ ability to understand and address risks and opportunities
related to technology and cybersecurity
•
Developed financial acumen during her tenure as an investment banker and
senior executive that helps our Boards effectively oversee financial reporting
and controls
CAREER HIGHLIGHTS
•
Village Lane Advisory LLC
, which specializes in providing executive and strategic
consulting services to retailers as well as private equity firms
◦
Founder and Managing Partner (2015 to present)
•
New York & Company, Inc.
, a women’s apparel and accessories retailer
◦
Executive Vice President and Chief Operating Officer (2012 to 2014)
•
Ashley Stewart LLC
, a privately held women’s apparel retailer
◦
Chief Executive Officer (2010 to 2011)
•
Urban Brands, Inc.
, a privately held apparel retailer
◦
Chief Executive Officer (2009 to 2010)
•
AnnTaylor Stores Corporation
, a women’s apparel retailer
◦
Chief Operating Officer and Senior Executive Vice President (2005 to 2006)
•
American Eagle Outfitters, Inc.
, a global apparel retailer
◦
Chief Financial Officer and Executive Vice President (1995 to 2005)
OTHER PUBLIC COMPANY BOARDS
•
Global Fashion Group, S.A. (2019 to present)
•
Pearl Holdings Acquisition Corp. (2021 to present)
PRIOR PUBLIC COMPANY BOARDS
•
Christopher & Banks Corporation (2016 to 2019)
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
23
JOSH WEINSTEIN
AGE
50
Carnival Corporation Director
since
2022
Carnival plc Director since
2022
COMMITTEES
•
None
KEY EXPERIENCE AND QUALIFICATIONS
•
Deep understanding of our business, strategic priorities, material risks and the
cruise industry from 20-year track record in critical and senior roles with us
•
Direct experience managing major operational functions and leading one of our
operating units enable Mr. Weinstein to effectively lead our day-to-day
operations and inform our Boards of important developments
•
Developed expertise in global operations, finance, marketing, legal, human
capital management and developing business strategy through current and
prior roles with us
CAREER HIGHLIGHTS
•
Carnival Corporation & plc
◦
President, CEO and Chief Climate Officer (2022 to present)
◦
Chief Operations Officer (2020 to 2022)
◦
President, Carnival UK (2017 to 2020)
◦
Treasurer (2007 to 2017)
◦
Assistant General Counsel (2003 to 2007)
◦
Associate General Counsel (2002 to 2003)
OTHER PUBLIC COMPANY BOARDS
•
None
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
24
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
RANDY
WEISENBURGER
AGE
66
INDEPENDENT Carnival
Corporation Director since
2009
INDEPENDENT Carnival plc
Director since
2009
Presiding Director and Senior
Independent Director
COMMITTEES
•
Compensation
•
Compliance
•
HESS
•
N&G
KEY EXPERIENCE AND QUALIFICATIONS
•
Brings substantial executive leadership and global operational skills and a
relevant understanding of advertising and marketing to our Boards through his
experience at Omnicom and as an executive of several Wasserstein Perella
portfolio companies
•
Financial and investing skills and expertise developed at Mile 26 Capital and
Omnicom enhance our Boards’ ability to evaluate our operating and strategic
performance and oversee financial matters
•
Extensive experience with global regulatory and compliance matters, as well as
compensation, talent development and succession planning, gained from
leadership of Omnicom which operates numerous individual agencies around
the world
CAREER HIGHLIGHTS
•
Mile 26 Capital LLC
, a private investment firm
◦
Managing Member (2014 to present)
•
Omnicom Group Inc.
, a publicly-traded global media, marketing and
communications company
◦
Executive Vice President and Chief Financial Officer (1998 to 2014)
•
Wasserstein Perella
, a boutique investment bank
◦
Founding member; President and Chief Executive Officer of the firm’s merchant
banking subsidiary, Wasserstein & Co. (1988 to 1998)
OTHER PUBLIC COMPANY BOARDS
•
Corsair Gaming, Inc. (2020 to present)
•
MP Materials Corp (2020 to present)
•
Valero Energy Corporation (2011 to present)
Governance and Board Matters
2025 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
25
Board and Committee Governance
BOARD MEETINGS
During the year ended November 30, 2024, the
Board of Directors of each of Carnival Corporation
and Carnival plc held a total of 5 meetings. Each
Carnival Corporation Director and each Carnival plc
Director attended either telephonically or in person at
least 75% of all Carnival Corporation & plc Boards of
Directors meetings and applicable Board Committee
meetings held during the period that he or she
served in fiscal 2024. All Directors then serving
attended the 2024 Annual Meetings of Shareholders.
BOARD LEADERSHIP STRUCTURE
MICKY
ARISON
JOSH
WEINSTEIN
RANDY
WEISENBURGER
Executive Chair of the Boards
President, CEO and Chief Climate Officer
Presiding Director and
Senior Independent Director
Our Boards of Directors are led by our executive
Chair, Mr. Arison. The CEO position is currently
separate from the Chair. The Boards maintain the
flexibility to determine whether the roles of Chair and
CEO should be combined or separated, based on
what they believe is in the best interests of Carnival
Corporation & plc at a given point in time. We believe
that the separation of the Chair and CEO positions
is an appropriate corporate governance practice for
us at this time, and that having Mr. Arison as our
executive Chair enables Carnival Corporation & plc
and the Boards to continue to benefit from Mr. Arison’s
skills and expertise, including his extensive knowledge
of our business.
Our Non-Executive Directors, all of whom are
independent, meet privately in executive session at
least quarterly. The Presiding Director leads those
meetings and also acts as the Senior Independent
Director under the UK Corporate Governance Code. In
addition, the Presiding Director serves as the
principal liaison to the Non-Executive Directors,
reviews and approves meeting agendas for the Boards
and reviews meeting schedules. Our Non-Executive
Directors, acting in executive session, elected Randy
Weisenburger as the Presiding Director and Senior
Independent Director. Mr. Weisenburger brought to
those roles significant board leadership experience,
including as the Chair of our Compensation
Committees, familiarity with our Board processes
and company structures as a seasoned member of
several of our Board committees, and extensive skills
and experience gained as a senior executive of a
large multi-national corporation and a director
(current and former) of other public and private
companies.
The structure of our Boards facilitates the continued
strong communication and coordination between
management and the Boards and enables the Boards
to fulfill their risk oversight responsibilities, as
further described below.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
26
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
BOARD COMMITTEES
The Boards delegate various responsibilities and
authority to different Board Committees. The Board
Committees regularly report on their activities and
actions to the full Boards. The Board of Directors of
each of Carnival Corporation and Carnival plc has
established standing Board Committees, which are
each comprised of the same Directors for each
company, as follows:
Audit
Health, Environmental,
Safety and Security
Compensation
Nominating &
Governance
Compliance
Each Board Committee periodically reviews its
charter in light of new developments in applicable
regulations and may make additional
recommendations to the Boards to reflect evolving
best practices.
Committee charters are available at:
www.carnivalcorp.com/governance
and
www.carnivalplc.com/governance.
Each Board Committee can engage outside experts,
advisors and counsel to assist the Board Committee in
its work.
As of January 27, 2025, the Board Committee members are as follows:
Carnival Corporation & plc Board Committees
Name
Independent
Audit
Compensation
Compliance
HESS
N&G
Micky Arison
Sir Jonathon Band
Jason Glen Cahilly
Nelda J. Connors
Helen Deeble
Jeffrey J. Gearhart
Katie Lahey
Sara Mathew*
Stuart Subotnick
Laura Weil
Josh Weinstein
Randy Weisenburger
Committee
Chair
Committee
Member
Executive
Chair
Presiding Director and
Senior Independent Director
Audit Committee
financial expert
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
27
AUDIT COMMITTEES
MEMBERS
•
Laura Weil, Chair
•
Jason Glen Cahilly
•
Sara Mathew*
•
Stuart Subotnick
QUALIFICATIONS
•
The Board of Directors of Carnival Corporation has
determined that each member of the Audit
Committees is both “independent” and an “audit
committee financial expert,” as defined by SEC rules.
•
In addition, the Board of Directors of Carnival plc has
determined that each member of the Audit
Committees is “independent” and had “recent and
relevant financial experience” for the purposes of the
UK Corporate Governance Code.
•
The Boards determined that each member of the
Audit Committees has sufficient knowledge in reading
and understanding our financial statements to serve
on the Audit Committees.
FY2024 MEETINGS:
8
KEY RESPONSIBILITIES
The Audit Committees assist the Boards in their general
oversight of:
•
integrity of our financial statements;
•
performance of our internal audit functions, including process
and control effectiveness and efficiencies and investigations
relating to asset misappropriation, corruption and ethics, and
financial or non-financial manipulation;
•
independent auditors’ qualifications, effectiveness, objectivity,
independence and performance; and
•
relevant elements of our risk management programs,
including 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.
The Audit Committees are also responsible for the appointment,
retention, compensation and oversight of the work of our
independent auditor and our independent registered public
accounting firm.
FOR ADDITIONAL INFORMATION
The responsibilities and activities of the Audit Committees are
described in greater detail in “Report of the Audit Committees”
and the Audit Committees’ charter.
*
Ms. Mathew has made the decision not to seek re-election and will step down from the Boards and their Committees with
effect from the conclusion of the 2025 Annual Meetings of Shareholders, at which time the size of the Boards will be reduced
to 11 members.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
28
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
COMPENSATION COMMITTEES
MEMBERS
•
Randy Weisenburger,
Chair
•
Jason Glen Cahilly
•
Helen Deeble
•
Laura Weil
QUALIFICATIONS
•
The Boards of Directors have determined that
each member of the Compensation Committees is
independent.
FY2024 MEETINGS:
6
KEY RESPONSIBILITIES
The Compensation Committees have authority for:
•
reviewing and determining salaries, incentive compensation
and other matters related to the compensation of our
Executive Officers, Executive Directors and other members of
senior management;
•
overseeing the administration of our equity incentive plans,
including reviewing and granting equity-based grants to our
Executive Officers and other employees, and our employee
stock purchase plans;
•
making recommendations to the Boards with respect to
incentive compensation and equity-based plans, and the
compensation of the Non-Executive (non-employee) Directors,
including equity-based compensation;
•
overseeing and approving Directors’ remuneration policies;
and
•
overseeing assessment of whether there are material risks
associated with our employee compensation structure,
policies and programs.
FOR ADDITIONAL INFORMATION
For more information on the responsibilities and activities of the
Compensation Committees, including the Committees’ processes
for determining executive compensation, see “Compensation
Discussion and Analysis” and “Executive Compensation” sections
and the Compensation Committees’ charter.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
29
COMPLIANCE COMMITTEES
MEMBERS
•
Jeffrey J. Gearhart, Chair
•
Randy Weisenburger
•
Sir Jonathon Band
•
Stuart Subotnick
•
Laura Weil
QUALIFICATIONS
•
The Boards of Directors have determined that
each member of the Compliance Committees is
independent.
FY2024 MEETINGS:
4
KEY RESPONSIBILITIES
The Compliance Committees assist the Boards with oversight of
activities that are designed to promote (a) ethical conduct, (b) a
high level of integrity, and (c) compliance with laws, regulations
and policies applicable to us.
The Compliance Committees also:
•
provide functional oversight of our Global Ethics and
Compliance Department (“Global E&C”);
•
oversee our risk management processes with respect to
compliance with laws and regulations relating to general
compliance and privacy, including Global E&C’s activities
supporting a high level of ethics and integrity;
•
review the results of any internal or external audits and
investigations relating to significant business ethics and
compliance matters;
•
review results of compliance with our Code of Business
Conduct and Ethics and the Business Partner Code of Conduct,
conflict of interest disclosures, and mitigation plans to manage
significant ethics-related risks;
•
review and oversee policies and procedures for confidential
submission, receipt, retention and treatment of complaints
and concerns (other than those related to accounting, internal
accounting controls and auditing matters); and
•
promote accountability of senior management with respect to
ethics and compliance matters.
FOR ADDITIONAL INFORMATION
For more information on the responsibilities and activities of the
Compliance Committees, see the Compliance Committees’
charter.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
30
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
HESS COMMITTEES
MEMBERS
•
Sir Jonathon Band, Chair
•
Nelda J. Connors
•
Helen Deeble
•
Jeffrey J. Gearhart
•
Katie Lahey
•
Randy Weisenburger
QUALIFICATIONS
•
The Boards of Directors have determined that
each member of the HESS Committees is
independent.
FY2024 MEETINGS:
4
KEY RESPONSIBILITIES
The HESS Committees assist the Boards with supervising and
monitoring HESS and sustainability policies, programs, initiatives
at sea and onshore, and compliance with HESS and sustainability-
related legal and regulatory requirements.
The HESS Committees also:
•
review and recommend HESS and sustainability policies,
procedures, practices and training, and oversee compliance
with such policies, procedures and practices;
•
review and recommend appropriate policies, procedures,
practices and training relative to sustainability reporting;
•
oversee risk management related to significant HESS and
sustainability risks or exposures; and
•
provide functional oversight of our Incident Analysis Group
(“IAG”).
FOR ADDITIONAL INFORMATION
For more information on the responsibilities and activities of the
HESS Committees, see the HESS Committees’ charter.
N&G COMMITTEES
MEMBERS
•
Stuart Subotnick, Chair
•
Sir Jonathon Band
•
Katie Lahey
•
Randy Weisenburger
QUALIFICATIONS
•
The Boards of Directors have determined that
each member of the Nominating & Governance
Committees is independent.
FY2024 MEETINGS:
4
KEY RESPONSIBILITIES
The N&G Committees:
•
assist the Boards by identifying individuals qualified to
become Board members and recommend nominees for
appointment and/or election to the Boards and their
Committees;
•
make recommendations to the Boards regarding the size and
composition of the Boards and their Committees;
•
review and assess the effectiveness of our Corporate
Governance Guidelines, including compliance with our
overboarding policy;
•
exercise oversight of the evaluation of the Boards, their
Committees and individual Directors;
•
maintain orientation programs for new Directors and
continuing education programs for all Directors; and
•
engage in succession planning for the Boards, their
Committees, and Chief Executive Officer.
FOR ADDITIONAL INFORMATION
For more information on the responsibilities and activities of the
N&G Committees, see “Nominations of Directors” and
“Procedures Regarding Director Candidates Recommended by
Shareholders” sections and the N&G Committees’ charter.
Additional information with respect to Carnival plc’s corporate
governance practices during fiscal 2024 is included in the
Carnival plc Corporate Governance Report attached as Annex C
to this Proxy Statement.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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BOARD AND COMMITTEE INDEPENDENCE
Under New York Stock Exchange and UK Corporate
Governance Code standards of independence for
Directors, the Boards must determine that a Director
does not have any material relationship with
Carnival Corporation & plc or its subsidiaries (either
directly or as a partner, shareholder or officer of an
organization that has a relationship with Carnival
Corporation & plc) and meets certain bright-line tests.
Following an assessment of the Directors’
independence, including a review of their
independence questionnaires, the Boards of Directors
have determined that each of the following is an
“independent” Director in accordance with the New
York Stock Exchange and the UK Corporate
Governance Code standards of independence for
Directors and that all members of the Audit
Committees and Compensation Committees meet
the heightened independence criteria applicable to
Directors serving on those Committees under SEC
rules and New York Stock Exchange listing standards
and the UK Corporate Governance Code:
82%
Sir Jonathan Band
Jason Glen Cahilly
Helen Deeble
Jeffrey J. Gearhart
Katie Lahey
Nelda J. Connors
Stuart Subotnick
Laura Weil
Randy Weisenburger
9
2
of the Director Nominees
are Independent
Accordingly, a majority of the Directors of each
company, all of our Non-Executive Directors and all
of the members of the Audit, Compensation,
Compliance, HESS and N&G Committees of each
company are independent (as defined by the New
York Stock Exchange listing standards, SEC rules and
the UK Corporate Governance Code).
RISK OVERSIGHT
Our Boards have the 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, 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 E&C
and executive management.
Our Boards leverage their Committees to oversee our
risk management activities as described in more
detail below. Each area of our business reports via
executive management to these Committees.
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BOARD AND COMMITTEE GOVERNANCE
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AUDIT COMMITTEES
•
Monitor the adequacy of our internal controls,
including financial, operational and compliance
controls and information systems controls and
security.
•
Oversee management’s risk assessment processes
to identify principal and emerging risks, including
financial, IT, cybersecurity and non-HESS operational
risks as well as monitor changes to and compliance
with related legal and regulatory requirements.
•
Review and make recommendations arising from
management reports on the effectiveness of
internal controls and risk management systems.
•
Review and monitor audit coverage and the audit
plan for the upcoming year, the results of the
internal audits and testing carried out by the
independent auditors.
•
Review the risk factors included in our external
reporting.
•
Review the performance, effectiveness, objectivity,
and independence of the independent auditors
and performance of our internal audit function.
•
Oversee hotline concerns relating to audit or
accounting matters.
COMPENSATION COMMITTEES
•
Oversee risk associated with our Executive Officer,
Non-Executive Director and employee
compensation structure, policies and programs.
•
Review and approve corporate goals and objectives
relevant to CEO compensation.
•
Assess whether incentive arrangements promote
our long-term success and whether executive
compensation is competitive and appropriately
linked to performance.
•
Oversee compliance with the Clawback Policy,
clawback provisions and the stock ownership policy
applicable to Executive Officers and Directors.
COMPLIANCE COMMITTEES
•
Oversee our risk management processes with
respect to compliance with laws and regulations
relating to general compliance and privacy, including
Global E&C’s activities supporting a high level of
ethics and integrity.
•
Review results of compliance with our Code of
Business Conduct and Ethics and the Business
Partner Code of Conduct and review with the Chief
Risk & Compliance Officer the results of Global
E&C compliance risk assessments.
•
Chairs of Audit and HESS Committees are members
of Compliance Committees to promote alignment
and coordination across these Committees.
•
Review results of internal and external audits that
have relevance to significant business ethics or
compliance matters, business ethics disclosures,
mitigation plans and related monitoring as well as
all significant allegations of misconduct involving
senior executives or board members.
•
Oversee our processes for the reporting of
concerns (including via the hotline).
HESS COMMITTEES
•
Oversee management’s processes to identify
principal and emerging HESS and sustainability-
related risks, including those related to ship
operations and cybersecurity, RAAS HESS audits,
IAG and external investigations into significant ship
incidents, and HESS-related hotline complaints,
and assess the steps management has taken to
minimize such risks.
•
Provide functional oversight of IAG.
•
Review compliance with laws and regulations
regarding HESS and sustainability as well as material
legal or other proceedings relating to HESS, and
management’s response thereto.
•
Review and recommend policies, procedures,
practices and training relative to HESS and
sustainability and oversee monitoring and
enforcement of HESS policies and procedures.
N&G COMMITTEES
Oversees risks associated with Board processes and
corporate governance, including:
•
Board structure;
•
Board and committee appointments and
nominations;
•
Board effectiveness and performance evaluations;
•
succession planning; and
•
continuing education for Directors.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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COMPENSATION RISK ASSESSMENT
Carnival Corporation & plc’s management, in
conjunction with the Compensation Committees’
independent compensation consultant, Frederic W.
Cook & Co., Inc. (“FW Cook”), conducted a thorough
review of our compensation programs, including those
programs in which our Named Executive Officers
participate, to determine if aspects of those programs
contribute to excessive risk-taking. Based on the
findings from this review and the annual
reassessment, the Compensation Committees
concluded that our compensation policies and
practices do not encourage excessive risk-taking and
do not create risks that are reasonably likely to
have a material adverse effect on Carnival
Corporation & plc.
To reach this conclusion, key elements of our
compensation programs were assessed to determine
if they exhibited excessive risk. These elements
included:
•
pay mix (cash vs. equity) and pay structure (short
vs. long-term focus);
•
performance metrics;
•
performance goals and ranges;
•
the degree of leverage;
•
incentive maximums;
•
payment timing;
•
incentive adjustments;
•
use of discretion; and
•
stock ownership requirements.
Our assessment reinforced the Compensation
Committees’ belief that our compensation programs
are not contributing to excessive risk-taking, but
instead contain many features and elements that
help to mitigate risk.
For example:
PAY STRUCTURE.
Our compensation programs
for our Named Executive Officers emphasize both
short- and long-term performance through our
annual bonus program (delivered in cash) and
through the delivery of long-term incentives
(equity), which reflects a balanced approach
(approximately 40% through base salary and
bonus and 60% in long-term equity grants). The
mix of our pay program is intended to motivate
management to consider the impact of decisions
on shareholders and other stakeholders in the
short, intermediate and long-term.
INCENTIVE LIMITS.
Bonuses cannot exceed
200% of target levels.
LONG-TERM SHARE INCENTIVE GRANTS.
The
annual long-term share incentive programs for
fiscal 2024 were approved in the form of restricted
stock units and performance restricted
stock units to strengthen alignment with
shareholder interests, to align with business
strategy and promote retention and leadership
stability.
PERFORMANCE MEASUREMENT.
For Named
Executive Officers, the performance
measurement used when determining their
annual bonus is based on the performance of
Carnival Corporation & plc with reference to
quantitative metrics, focused on Adjusted
Operating Income and environmental, safety,
security and sustainability initiatives.
STOCK OWNERSHIP POLICY.
All senior executives
who are designated as reporting officers under
Section 16 of the Exchange Act are subject to a
stock ownership policy which specifies target
ownership levels of Carnival Corporation and
Carnival plc shares in terms of the value of the
equity holdings as a multiple of each officer’s base
salary.
CLAWBACK POLICY.
We have a New York Stock
Exchange (“NYSE”) 303A.14-compliant clawback
policy which provides that we will reasonably
promptly recover the amount of erroneously
granted or paid incentive-based compensation
from the covered executives in the event Carnival
Corporation & plc is required to restate its
financials due to material non-compliance with
any financial reporting requirement under the U.S.
federal securities laws. In addition, the Carnival
Corporation 2020 Stock Plan (which was approved
by shareholders in 2020), the Carnival plc 2024
Share Plan (which was approved by shareholders
in 2024) and the Management Incentive Plan
used to determine annual bonuses contain
clawback provisions, which authorize us to
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
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2025 PROXY STATEMENT
recover incentive-based compensation granted
to Executive Officers as well as non-executives
under those plans in the event of a restatement
of financial statements due to fraud or
misconduct, or in the event of other specified
detrimental activity, including a breach of
confidentiality or restrictive covenants, any
activity that would be grounds for termination
for cause, or maligning denigrating or disparaging
Carnival Corporation & plc, their directors or
employees.
CORPORATE GOVERNANCE GUIDELINES
Our Corporate Governance Guidelines address
various governance issues and principles, including:
•
Director qualifications and responsibilities;
•
access to management personnel;
•
Director compensation;
•
Director orientation and continuing education;
•
overboarding policy; and
•
annual performance evaluations of the Boards,
their Committees and individual Directors.
Our Corporate Governance Guidelines are posted on
our website at
www.carnivalcorp.com
and
www.carnivalplc.com
.
CEO AND EXECUTIVE MANAGEMENT SUCCESSION PLANNING
Our Boards believe that planning for the succession
of our CEO and other executive management positions
is an important function. In line with our strategy,
our global, multi-brand structure enhances our
succession planning process and enables us to
develop a diverse pipeline of highly capable leaders
across brands who embody our culture. At the
corporate level, a highly-skilled management team
oversees a collection of cruise brands. We continually
strive to foster the professional development of
executive management and team members.
As a result, Carnival Corporation & plc has developed
a very experienced and strong group of leaders,
with their performance subject to ongoing monitoring
and evaluation, as potential successors to our
senior management, including our CEO.
The Boards and the N&G Committees are responsible
for effective succession planning, including emergency
succession planning, and overseeing a diverse
pipeline for succession. The independent Non-
Executive Directors meet with our Chair and our CEO
(both together and individually) at least annually to
plan for the long-term succession of our CEO, including
plans in the event of an emergency. During those
sessions, each of our Chair and our CEO discusses
his recommendations of potential successors, along
with an evaluation and review of any development
plans for such individuals. As provided in our
Corporate Governance Guidelines, the N&G
Committees will, when appropriate, make
recommendations to the Boards with respect to
potential successors to our CEO. All members of the
Boards will work with the N&G Committees to see that
qualified candidates are available and that
development plans are being utilized to strengthen
the skills and qualifications of the internal candidates.
When assessing the qualifications of potential
successors to our CEO, the Boards and the N&G
Committees will take into account our business
strategy as well as any other criteria they believe are
relevant.
The Boards, in conjunction with our Chair of the
Boards and our CEO, oversee succession planning
with respect to the Executive Officers and other
members of senior management as they determine
from time to time. Our Boards discuss plans for the
succession to executive management positions in
executive sessions, with appropriate input from our
executive management.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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PROCEDURES REGARDING DIRECTOR CANDIDATES RECOMMENDED BY
SHAREHOLDERS
The N&G Committees will consider shareholder
recommendations of qualified Director nominees
when such recommendations are submitted in
accordance with the procedures below. In order to
recommend a candidate for consideration by the N&G
Committees for election at the 2026 Annual Meetings
of Shareholders, a shareholder must provide the
same information as is required for shareholders to
submit Director nominations under the advance
notice provision set forth in Carnival Corporation’s
By-laws. Specifically, any such recommendation must
include, in addition to any other informational
requirements specifically set forth in Carnival
Corporation’s and Carnival plc’s governing documents:
•
the name and address of the candidate;
•
a brief biographical description, including his or
her occupation and service on Boards of Directors
of any public company or registered investment
company for at least the last five years;
•
a statement of the particular experience,
qualifications, attributes or skills of the candidate,
taking into account the qualification requirements
set forth above; and
•
the candidate’s signed consent to serve as a
Director if elected and to be named in the Proxy
Statement.
Once we receive the recommendation, we may
deliver to the candidate a questionnaire that requests
additional information about the candidate’s
independence, qualifications and other matters that
would assist the N&G Committees in evaluating the
candidate, as well as certain information that must
be disclosed about the candidate in our Proxy
Statement or other regulatory filings, if nominated.
Candidates must complete and return the
questionnaire within the time frame provided to be
considered for nomination by the N&G Committees at
the Annual Meetings of Shareholders. For our 2026
Annual Meetings of Shareholders, the N&G
Committees will consider recommendations received
by our Company Secretary at our headquarters no
later than September 1, 2025.
COMMUNICATIONS BETWEEN SHAREHOLDERS OR INTERESTED PARTIES
AND THE BOARDS
Shareholders or interested parties who wish to
communicate with the Boards, the Presiding Director,
the Non-Executive Directors as a group or any
individual Director should address their
communications to:
Carnival Corporation & plc
Attention: Company Secretary
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States
The Company Secretary will maintain a log of all such
communications, promptly forward to the Presiding
Director those which the Company Secretary believes
require immediate attention, and also periodically
provide the Presiding Director with a summary of all
such communications and any responsive actions
taken. The Presiding Director will notify the Boards or
our Chairs of the relevant Board Committees as to
those matters that he believes are appropriate for
further action or discussion.
CODE OF BUSINESS CONDUCT AND ETHICS
Carnival Corporation and Carnival plc’s Code of
Business Conduct and Ethics applies to all employees
and members of the Boards of Carnival Corporation
and Carnival plc and provides guiding principles
on areas such as identifying and resolving conflicts of
interest. Our Code of Business Conduct and Ethics is
posted on our website at
www.carnivalcorp.com
and
www.carnivalplc.com
.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
SECURITIES TRADING POLICY
Our Securities Trading Policy governs the purchase,
sale, and other dispositions of Carnival Corporation
and Carnival plc securities, including Carnival
Corporation common stock and Carnival plc ordinary
shares, by our Directors, Executive Officers,
employees, their related parties, third parties
engaged on our behalf, and Carnival Corporation and
Carnival plc, their subsidiaries and certain affiliates.
We believe the Securities Trading Policy is reasonably
designed to promote compliance with insider
trading laws, rules and regulations in the U.S. and UK,
as well as the applicable NYSE listing standards. A
copy of the Securities Trading Policy was filed as
Exhibit 19 to our 2024 Joint Annual Report on
Form 10-K.
Non-Executive Director Compensation
Annual Compensation
Equity
Retainer
$195,000
Cash
Retainer
$110,000
Additional Annual Cash Retainers ($)
Presiding Director & Senior Independent
Director
50,000
Chair of a Board Committee
30,000
Committee Member
10,000
During fiscal 2024, our Non-Executive Directors were
entitled to receive an annual cash retainer of $110,000
per year, equity incentive compensation, as further
described below, and reimbursement for travel, meals
and accommodation expenses attendant to their
Board membership. We do not provide retirement or
other benefits to our Non-Executive Directors.
Effective in the second quarter of 2024, the Presiding
Director received an additional retainer of $50,000
per annum ($25,000 in 2023). In addition, each Non-
Executive Director who served as Chair or a member
of a Board Committee received an additional
$30,000 or $10,000, respectively, as compensation
for such service on each Board Committee. The
additional retainer for service as a member of a Board
Committee was introduced effective in the second
quarter of 2024.
Board members who are employed by us do not
receive additional compensation for their services as
a member of the Boards of Directors.
The Boards of Directors are committed to attracting
and retaining a highly diverse, experienced and
capable group of Non-Executive Directors. To that
end, the Compensation Committees review non-
executive director pay levels and compensation
practices of certain other publicly-listed companies
on an annual basis with the assistance of their
Compensation consultant to ensure our Non-Executive
Director compensation program is competitive. Non-
Executive Directors receive payment of their earned
retainer in quarterly installments. Annual retainers are
prorated so that adjustments can be made during
the year. Unearned portions of cash retainers are
forfeited upon termination of service.
Non-Executive Directors receive annual restricted
share grants under the Carnival Corporation 2020
Stock Plan. The Boards of Directors approved a
restricted share grant for each Non-Executive Director
re-elected at the 2024 Annual Meetings of
Shareholders with a grant value equal to $195,000.
Accordingly, on April 8, 2024 a grant of 12,141 Carnival
Corporation restricted shares was made to each Non-
Executive Director based on the grant value divided
by the average of the closing prices of a Carnival
Corporation share over a 10-business day period
ending on the date of grant ($16.06).
The 2024 annual restricted share grants under the
Carnival Corporation 2020 Stock Plan are released
from restriction in April 2027 (and are not forfeitable
provided the Director has served at least a full year).
Restricted shares granted have the same rights with
respect to dividends and other distributions as all
Governance and Board Matters
NON-EXECUTIVE DIRECTOR COMPENSATION
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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other outstanding shares of Carnival Corporation
common stock. Generally, Non-Executive Directors
will receive their annual grants initially upon their
appointment or election to the Boards and
subsequently at the time of their election or annual
re-election to the Boards.
During fiscal 2024, the Compensation Committees
undertook a review of Non-Executive Director pay that
included benchmarking against the peer group
companies. Following the review conducted in 2024,
the Compensation Committees did not recommend
any pay changes to be applied to the 2025-2026 Board
year.
DIRECTOR COMPENSATION FOR FISCAL 2024
The following table details the total compensation
earned by our Directors in fiscal 2024, other than
Mr. Weinstein, who is a Named Executive Officer.
Mr. Weinstein’s compensation is reflected in the
“Summary Compensation Table,” which follows the
“Compensation Discussion and Analysis” section.
Directors who are employed by us do not receive
additional compensation for their services as
members of the Boards of Directors.
Name
Fees Earned or Paid in Cash
($)
Stock Grants
(1)(2)
($)
All Other Compensation
(3)
($)
Total
($)
Micky Arison
―
―
127,357
127,357
Sir Jonathon Band
155,000
190,128
―
345,128
Jason Glen Cahilly
125,000
190,128
―
315,128
Nelda J. Connors
78,479
190,128
―
268,607
Helen Deeble
125,000
190,128
―
315,128
Jeffrey J. Gearhart
147,500
190,128
―
337,628
Katie Lahey
125,000
190,128
―
315,128
Sara Mathew
117,500
190,128
―
307,628
Stuart Subotnick
155,000
190,128
―
345,128
Laura Weil
155,000
190,128
―
345,128
Randy Weisenburger
206,250
190,128
―
396,378
(1)
Represents the grant date fair value, assuming no risk of forfeiture, of the grants of Carnival Corporation restricted shares
made in fiscal 2024, calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”).
In April 8, 2024, each of the Non-Executive Directors received a grant of 12,141 restricted shares based on the average of the
closing prices of a share of Carnival Corporation common stock over a 10-business day period ending the date of grant ($16.06);
however, ASC 718 requires us to use the grant date closing price of a share of Carnival Corporation common stock ($15.66) for
purposes of disclosing the grant date value of restricted share grants in this table. The restrictions on the shares granted in 2024
lapse on April 21, 2027. The restrictions on the shares granted to Non-Executive Directors also lapse upon the death or disability
of the Director and are not forfeited if a Director ceases to be a Director for any other reason after having served as a Director
for at least one year. All of the Non-Executive Directors who received grants served for all of fiscal 2024.
(2)
None of the Directors hold stock options. The aggregate number of Carnival Corporation and Carnival plc restricted shares
held at November 30, 2024 were as follows:
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2025 PROXY STATEMENT
Name
Restricted Shares
(#)
Micky Arison
0
Sir Jonathon Band
40,338
Jason Glen Cahilly
40,338
Nelda J. Connors
12,141
Helen Deeble
40,338
Jeffrey J. Gearhart
40,338
Katie Lahey
40,338
Sara Mathew
37,943
Stuart Subotnick
40,338
Laura Weil
40,338
Randy Weisenburger
40,338
(3)
Benefits provided to Mr. Arison as executive Chair include private medical health insurance costs ($61,493), driver and security
($31,373), automobile lease or allowance ($19,891), and the following other benefits ($14,600 in total): automobile repair and
expenses; payments to cover premiums on certain benefits and associated tax gross up; accidental death or dismemberment,
disability and life insurance premiums, and spousal meals. The total value of benefits received by each Non-Executive Director
was less than $10,000.
NON-EXECUTIVE DIRECTOR POLICIES
The following policies also apply to our Non-
Executive Directors:
•
STOCK OWNERSHIP POLICY.
The stock ownership
policy for Non-Executive Directors provides that all
Non-Executive Directors are required to own
shares (inclusive of unvested restricted shares,
restricted stock units (“RSUs”) and shares in a trust
beneficially owned by a Director) of either Carnival
Corporation common stock or Carnival plc ordinary
shares with a value equal to five times the cash
retainer. New Directors must achieve this
requirement no later than five years from the date
of their initial appointment or election to the
Boards by the shareholders. The stock ownership
policy for Non-Executive Directors provides that a
Non-Executive Director will be deemed to be in
compliance with the ownership requirements if the
decline in the Carnival Corporation or Carnival plc
share price results in the Non-Executive Director
falling below the applicable ownership level,
provided that they were in compliance prior to the
share price movement and do not sell or transfer
ownership of any such shares until after the
ownership target has again been achieved, unless
otherwise approved by the Boards of Directors. Each
of the Non-Executive Directors who served in
fiscal 2024 was in compliance with this Board-
mandated requirement or still in their initial five-
year accumulation period.
•
PRODUCT FAMILIARIZATION.
All Non-Executive
Directors are encouraged to take cruises for
purposes of product familiarization. Non-Executive
Directors pay a fare of $70 per person per day for
the first 14 days per year of any such cruises (or
$150 per day in the case of Seabourn) and pay a
fare of $200 per person per day for the next 30 days
per year of any such cruises, plus taxes, fees and
port expenses in each case. Beyond the first 44 days
per year, Non-Executive Directors are eligible for
smaller discounts. All other charges associated with
a cruise (e.g., air, ground transfers, gratuities,
tours and fuel supplements, if any) are the
responsibility of the Non-Executive Director.
Governance and Board Matters
NON-EXECUTIVE DIRECTOR COMPENSATION
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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CARNIVAL PLC NON-EXECUTIVE DIRECTOR COMPENSATION
Additional information with respect to Carnival plc’s
compensation and reimbursement practices during
fiscal 2024 for Non-Executive Directors is included
in Part II of the Carnival plc Directors’ Remuneration
Report, which is attached as Annex B to this Proxy
Statement.
Related Person Transactions
REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS
Consistent with our written policies and procedures,
it is our practice to review all relationships and
transactions in which Carnival Corporation or Carnival
plc is a participant and in which our Directors,
nominees and Executive Officers and their immediate
family members and any five percent beneficial
holders have an interest in order to determine
whether such related persons have a direct or indirect
material interest. Our Global Legal Services and
Global Accounting and Reporting Services
Departments are primarily responsible for the
development and implementation of processes and
controls to obtain information from the Directors,
nominees and Executive Officers with respect to
related person transactions and for then determining,
based on the facts and circumstances, whether a
related person has a direct or indirect material interest
in the transaction. As required under SEC rules,
transactions exceeding $120,000 in which Carnival
Corporation & plc was or is to be a participant and a
related person had or will have a direct or indirect
material interest are disclosed in this Proxy Statement.
The Directors are also mindful of their obligations
under the Companies Act, the UK Listing Rules and
Disclosure Guidance and Transparency Rules of the
UK Financial Conduct Authority (the “FCA”) with respect
to related parties transactions.
In addition, in accordance with our Schedule of
Matters Reserved to the Boards and their Committees
for their Decision, the Boards review and approve or
ratify any related person transaction with an aggregate
value in excess of $100,000 in which a Director, an
Executive Officer, or any of their immediate family
members, has a direct or indirect material interest.
In the course of their review and approval or
ratification of a related person transaction, the
Boards may consider factors as follows:
•
the nature of the related person’s interest in the
transaction;
•
the material terms of the transaction, including,
without limitation, the amount and type of
transaction;
•
the importance of the transaction to the related
person;
•
the importance of the transaction to Carnival
Corporation & plc;
•
whether the transaction would impair the judgment
of a Director or Executive Officer to act in our best
interest; and
•
any other matters the Boards deem appropriate.
Any member of the Boards who is a related person
with respect to a transaction under review may not
participate in the deliberations or vote respecting
approval or ratification of the transaction, provided,
however, that such Director may be counted in
determining the presence of a quorum at a meeting
of the Boards that considers the transaction.
Governance and Board Matters
RELATED PERSON TRANSACTIONS
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
TRANSACTIONS WITH RELATED PERSONS
TRANSACTIONS WITH MICKY ARISON
Micky Arison, our Chair, is also the Chair, President
and the indirect majority shareholder of FBA II, Inc.,
the general partner of Miami Heat Limited Partnership
(“MHLP”), the owner of the Miami Heat, a professional
basketball team. He is also the indirect shareholder
of Basketball Properties, Inc., the general partner of
Basketball Properties, Ltd. (“BPL”), which is the
manager and operator of the Kaseya Center. In
July 2021, Carnival Cruise Line entered into an
amendment of the advertising and promotion
agreement between Carnival Cruise Line, MHLP and
BPL which extended the terms of the agreement
through 2025. In October 2023, Carnival Cruise Line,
MHLP and BPL executed an amendment to the
advertising and promotion agreement which granted
Carnival Cruise Line the right to feature a logo patch
on Miami Heat player jerseys for one year for an
additional $2 million. Pursuant to this agreement, as
amended, Carnival Cruise Line paid $1,257,000 during
fiscal 2024.
In August 2015, Carnival Corporation entered into a
nonexclusive Aircraft Lease Agreement with an owner
trustee under a trust agreement with Ad Astra I, LLC
(the “Lease Agreement”); and in August 2020, Carnival
Corporation entered into a Services Agreement with
Nickel Cayman Management, LLC (the “Services
Agreement” and together with the Lease Agreement,
the “Aircraft Agreements”). In March 2021, the Lease
Agreement and the Services Agreement were
amended to adjust the rental rate and aircraft
management fee to account for substantially all flight
department overhead being borne by Nickel Cayman
Management, LLC following Carnival Corporation’s
disposal of its own aircraft in December 2020.
Under the terms of the amended Lease Agreement,
Carnival Corporation leases an aircraft beneficially
owned by Ad Astra I, LLC from time-to-time in
exchange for an hourly rent of $7,920 plus applicable
taxes, which is based on market charter rates for
similar aircraft as adjusted for costs of operations
borne by Carnival Corporation (i.e., fuel and line
maintenance during its operation of the aircraft) and
hourly service plan expenses.
Under the terms of the amended Services Agreement,
Carnival Corporation provides aircraft management
services to Nickel Cayman Management, LLC with
respect to the aircraft, including overseeing its
operation, maintenance and staffing, and is paid an
annual fee of $162,000 (which is based on market rates
for similar arrangements) (the “Service Fee”). In
addition, Carnival Corporation is reimbursed for
operating, maintenance and personnel costs and
related third party costs incurred in connection with
the services (“Service Costs”). The terms of the Aircraft
Agreements are for one year and they renew
automatically for one-year periods, unless terminated
sooner by either party upon 30 days’ written notice.
During fiscal 2024, Carnival Corporation billed Ad
Astra I, LLC for $1,048,000 under the Lease Agreement,
and Nickel Cayman Management, LLC paid Carnival
Corporation $162,000 as the Service Fee and
reimbursed Carnival Corporation $2,280,000 for the
Service Costs.
Each of Ad Astra I, LLC and Nickel Cayman
Management, LLC are companies directly or indirectly
controlled by a trust of which Mr. Arison is a
beneficiary. As one of the beneficiaries of the trust,
Mr. Arison benefits from payments to Ad Astra I, LLC
under the Lease Agreement in whole or in part.
Mr. Arison is also an officer of Nickel Cayman
Management, LLC.
The Boards have reviewed and approved or ratified
these transactions.
Governance and Board Matters
RELATED PERSON TRANSACTIONS
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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41
Share Ownership
Share Ownership of Certain Beneficial Owners and
Management
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is information concerning the share
ownership as of January 13, 2025 of:
•
each of our Directors and Director nominees;
•
each individual named in the “Summary
Compensation Table” which appears elsewhere in
this Proxy Statement; and
•
all Directors and Executive Officers as a group.
The number of shares beneficially owned by each
entity, person, Director, Director nominee or Executive
Officer is determined under SEC rules, and the
information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to
which the individual has the sole or shared voting
power or investment power and also any shares that
the individual would have the right to acquire as of
March 14, 2025 (being 60 days after January 13, 2025)
through the vesting of RSUs.
Name and Address of
Beneficial Owners or
Identity of Group
(1)
Amount and Nature
of Beneficial
Ownership of
Carnival Corporation
Common Stock*
Percentage of
Carnival
Corporation
Common Stock
(%)
Amount and
Nature of
Beneficial
Ownership of
Carnival plc
Ordinary Shares
Percentage of
Carnival plc
Ordinary
Shares
(%)
Percentage of
Combined
Voting
Power**
(%)
Micky Arison
85,670,611
(2)(3)
7.3
0
―
6.5
Sir Jonathon Band
65,789
***
0
―
***
David Bernstein
153,996
(4)
***
0
―
***
William Burke
76,853
(4)
***
0
―
***
Jason Glen Cahilly
69,388
***
0
―
***
Nelda J. Connors
12,141
***
0
―
***
Helen Deeble
72,097
***
0
―
***
Bettina Deynes
23,813
(5)
***
0
―
***
Jeffrey J. Gearhart
61,651
***
0
―
***
Katie Lahey
66,639
***
0
―
***
Sara Mathew
37,943
***
0
―
***
Enrique Miguez
77,843
(4)
***
0
―
***
Stuart Subotnick
114,208
***
0
―
***
Laura Weil
113,405
***
0
―
***
Josh Weinstein
319,069
(4)
***
0
―
***
Randy Weisenburger
1,351,747
(6)
***
0
―
***
All Directors and Executive
Officers as a group (16
persons)
88,287,194
7.6
0
—
6.7
*
As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which
transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of
the Cayman Islands. Trust shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares
represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation
distributed such trust shares by way of a dividend to holders of shares of Carnival Corporation common stock. Under a pairing
agreement, the trust shares of beneficial interest in the Trust are paired with, and evidenced by, certificates representing
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share
of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust
share will be issued at the same time to such person. Each share of Carnival Corporation common stock and the paired trust
share may not be transferred separately. The Carnival Corporation common stock and the trust shares (including the beneficial
interest in the Carnival plc special voting share) are listed and trade together on the New York Stock Exchange under the
ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner
of an equivalent number of trust shares.
**
As a result of the DLC arrangement, on most matters that affect all of the shareholders of Carnival Corporation and Carnival
plc, the shareholders of both companies effectively vote together as a single decision-making body. Combined voting is
accomplished through the special voting shares that have been issued by each company.
***
Less than one percent.
(1)
The address of each individual is 3655 N.W. 87 Avenue, Miami, Florida 33178.
(2)
Mr. Arison is a member of the Arison Group (defined below), which has filed a joint statement on Schedule 13D with respect to
the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed
to own the shares of common stock held by all other members of the Arison Group. For information on the share ownership of
other members of the Arison Group, see “Principal Owners” table below.
(3)
Includes (i) 4,934,166 shares of common stock held by the various Arison family trusts and (ii) 80,736,445 shares of common
stock held by MA 1994 B Shares, L.P.
(4)
Includes time-based restricted stock units granted in 2023 and fiscal 2022 Management Incentive Plan-tied restricted stock units
and performance-based restricted stock units granted in February 2023, all of which are scheduled to be released on
February 18, 2025.
(5)
Includes time-based restricted stock units granted in 2022 and 2023 and fiscal 2022 performance-based restricted stock units
granted in February 2023, all of which are scheduled to be released on February 18, 2025.
(6)
Includes 961,238 shares held by Mile 26 Capital LLC.
PRINCIPAL OWNERS
Set forth below is information concerning the share
ownership of as of January 13, 2025:
•
all persons known by us to be the beneficial
owners of more than 5% of the 1,164,202,729shares
of Carnival Corporation common stock and trust
shares of beneficial interest in the P&O Princess
Special Voting Trust outstanding; and
•
all persons known by us to be the beneficial
owners of more than 5% of the 217,406,012ordinary
shares issued by Carnival plc, less 42,876,272
ordinary shares which are directly or indirectly
owned by Carnival Corporation and 29,718,429
ordinary shares held in treasury, both of which have
no voting rights.
Micky Arison, Chair of the Board of each of Carnival
Corporation and Carnival plc, certain other members
of the Arison family and trusts for their benefit
(collectively, the “Arison Group”), beneficially own
shares representing approximately 7.3% of the voting
power of Carnival Corporation and approximately
6.5% of the combined voting power of Carnival
Corporation & plc and have informed us that they
intend to cause all such shares to be voted in favor of
Proposals 1 through 20. The table below begins with
the ownership of the Arison Group.
Share Ownership
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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43
Name and Address of
Beneficial Owners or
Identity of Group
Amount and Nature
of Beneficial
Ownership of
Carnival Corporation
Common Stock*
Percentage of
Carnival
Corporation
Common Stock
(%)
Amount and Nature
of Beneficial
Ownership of
Carnival plc
Ordinary Shares
Percentage of
Carnival plc
Ordinary
Shares
(%)
Percentage of
Combined
Voting
Power**
(%)
MA 1994 B Shares, L.P.
1201 North Market
Street
Wilmington, DE 19899
80,736,445
(1)(2)
6.9
0
―
6.2
MA 1994 B Shares, Inc.
1201 North Market
Street
Wilmington, DE 19899
80,736,445
(1)(2)
6.9
0
―
6.2
Richard L. Kohan
Two Alhambra Plaza
Suite 1040
Coral Gables, FL 33134
85,672,611
(1)(3)
7.4
0
―
6.5
KLR, LLC
Two Alhambra Plaza
Suite 1040
Coral Gables, FL 33134
82,419,457
(1)(4)
7.1
0
―
6.3
Nickel 2015-94 B Trust
1313 North Market
Street
Suite 5300
Wilmington, DE 19801
80,736,445
(1)(2)
6.9
0
―
6.2
Aristeia Capital, L.L.C.
One Greenwich Plaza
Greenwich, CT 06830
0
―
10,684,541
(5)
7.4
***
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
65,117,160
(6)
5.6
8,802,831
(7)
6.1
5.6
Norges Bank
Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo, Norway
0
―
13,191,079
(8)
9.1
1.0
Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
113,163,718
(9)
9.7
0
―
8.6
*, ** and *** have the same meanings as indicated in the table above.
(1)
The Arison Group has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common
stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all
other members of the Arison Group.
(2)
MA 1994 B Shares, L.P. (“MA 1994, L.P.”) owns 80,736,445 shares of common stock. The general partner of MA 1994, L.P. is
MA 1994 B Shares, Inc. (“MA 1994, Inc.”), which is wholly-owned by the Nickel 2015-94 B Trust, a trust established for the benefit
of Mr. Arison and members of his family (the “B Trust”). The sole limited partner of MA 1994, L.P. is the B Trust. Under the
terms of the instrument governing the B Trust, Mr. Arison has the sole right to vote and direct the sale of the common stock
indirectly held by the B Trust. By virtue of the limited partnership agreement of MA 1994, L.P., MA 1994, Inc. may be deemed to
beneficially own all such 80,736,445 shares of common stock. By virtue of the B Trust being the sole stockholder of MA 1994,
Inc., the B Trust may be deemed to beneficially own all such 80,736,445 shares of common stock. By virtue of Mr. Arison’s interest
in the B Trust and the B Trust’s interest in MA 1994, L.P., Mr. Arison may be deemed to beneficially own all such 80,736,445
shares of common stock. Mr. Arison also may be deemed to beneficially own 1,683,012 Shares with respect to which he has a
beneficial interest by virtue of the interest and authority granted to him under the instruments for several trusts for the benefit
of his children, and 3,251,154 Shares with respect to which he has a beneficial interest by virtue of the interest and authority
granted to him under the instruments for several grantor-retained annuity trusts. The administrative trustee of the B Trust is the
Northern Trust Company of Delaware.
(3)
By virtue of being the sole member of KLR, LLC and a trustee of various Arison family trusts, Mr. Kohan may be deemed to own
the aggregate of 85,670,611 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial
ownership. Mr. Kohan also owns 1,000 shares of common stock directly and owns 1,000 shares of common stock indirectly by
virtue of such shares owned by Mr. Kohan’s wife.
Share Ownership
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
(4)
KLR, LLC is a Delaware limited liability company wholly owned by Mr. Kohan. KLR, LLC acts as a distribution advisor for various
Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.
(5)
As reflected in a Schedule 13G/A filed on November 14, 2024 with the SEC, Aristeia Capital, L.L.C. and its affiliates reported sole
voting and sole dispositive power over 10,684,541 ordinary shares.
(6)
As reflected in a Schedule 13G/A filed on February 2, 2023 with the SEC, BlackRock, Inc. reported sole voting power over
59,773,252 shares of common stock and sole dispositive power over 65,117,160 shares of common stock.
(7)
As reflected in a Schedule 13G/A filed on February 2, 2024 with the SEC, BlackRock, Inc. reported sole voting power over
8,185,291ordinary shares and sole dispositive power over 8,802,831 ordinary shares.
(8)
As reflected in a TR-1 notification received by Carnival plc on October 17, 2024, Norges Bank reported direct voting rights over
13,120,479 ordinary shares and voting rights over 70,600 ordinary shares on loan.
(9)
As reflected in a Schedule 13G/A filed on February 13, 2024 with the SEC, Vanguard Group reported shared voting power over
1,252,936 shares of common stock, sole dispositive power over 108,941,565 shares of common stock, and shared dispositive
power over 4,222,153 shares of common stock.
Share Ownership
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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45
Compensation
PROPOSAL 12
Advisory (Non-Binding) Vote to
Approve Executive Compensation
As required by the Dodd-Frank Wall Street Reform
and Consumer Protection Act (the “Dodd-Frank Act”)
and pursuant to Section 14A of the Exchange Act, our
shareholders are being provided with the opportunity
to cast an advisory (non-binding) vote to approve our
executive compensation. We refer to this vote as the
“say-on-pay” vote. Although this vote is advisory and is
not binding on the Boards, the Compensation
Committees will take into account the outcome of the
vote when considering future executive compensation
decisions.
The “say-on-pay” vote is required to be offered to our
shareholders at least once every three years. In
2023, our Boards recommended that we provide
shareholders with the opportunity to cast their
“say-on-pay” vote each year and our shareholders
agreed. If we maintain our current frequency, the next
“say-on-pay” vote is expected to occur at the 2026
Annual Meetings of Shareholders.
The Boards are committed to corporate governance
best practices and recognize the significant interest of
shareholders in executive compensation matters.
The Compensation Committees seek to balance
short-term and long-term compensation
opportunities to enable Carnival Corporation and
Carnival plc to meet short-term objectives while
continuing to produce value for their shareholders
over the long-term. They also promote a
compensation program designed to attract, motivate
and retain key executives. As discussed in the
Compensation Discussion and Analysis, the
Compensation Committees believe that our current
executive compensation program directly links
executive compensation to our performance and
aligns the interests of our Named Executive Officers
with those of our shareholders. For example:
Our compensation philosophy places more
emphasis on variable elements of compensation
(such as annual bonuses and equity-based
compensation) than fixed remuneration.
In accordance with the Compensation
Committees’ focus on long-term shareholder
returns, the Compensation Committees approved
performance-based share grants and incentive
programs for our Named Executive Officers which
vest based upon the extent to which certain pre-
grant performance criteria are attained.
To further promote long-term shareholder
alignment, we require our Named Executive
Officers to meet and maintain stock ownership
requirements.
The Compensation Committees review the
position of each element of total direct
compensation relative to the competitive market
and use the range of total direct compensation
levels in the competitive market to assess the
extent to which the compensation provided to
our Named Executive Officers is generally
consistent with that offered by the competitive
market to their Named Executive Officers.
Carnival Corporation and Carnival plc does not
offer U.S. executives excise tax gross-up
protections.
We encourage you to read our Compensation
Discussion and Analysis contained within this Proxy
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Statement for a more detailed discussion of our
compensation policies and procedures.
Our shareholders have the opportunity to vote for or
against, or to abstain from voting on, the following
resolution:
“RESOLVED, that the shareholders approve the
compensation of our Named Executive Officers
as disclosed pursuant to the compensation
disclosure rules of the SEC (which disclosure
includes the Compensation Discussion and
Analysis, the compensation tables and any related
material disclosed in this Proxy Statement).”
The Boards of Directors unanimously recommend a vote FOR the approval of the
compensation of our Named Executive Officers as disclosed pursuant to the
compensation disclosure rules of the SEC (which disclosure includes the Compensation
Discussion and Analysis, the compensation tables and any related material disclosed in
this Proxy Statement).
PROPOSAL 13
Advisory (Non-Binding) Vote to
Approve the Carnival plc Directors’
Remuneration Report (other than the
section containing the Carnival plc
Directors’ Remuneration Policy)
In accordance with Section 439 of the Companies Act
and Schedule 8 of the Large and Medium Sized
Companies and Groups (Accounts and Reports)
Regulations 2008, as amended (the “LMCG
Regulations”), shareholders are voting to approve the
Carnival plc Directors’ Remuneration Report. The
Carnival plc Directors’ Remuneration Report is in two
parts. Part I also constitutes the Compensation
Discussion and Analysis as required by regulations
promulgated by the SEC and includes information that
Carnival plc is required to disclose in accordance
with the LMCG Regulations. Part II of the Carnival plc
Directors’ Remuneration Report is set forth as Annex B
to this Proxy Statement and includes the additional
information that Carnival plc is required to disclose in
accordance with the LMCG Regulations, including
certain information which has been audited for the
purposes of the Carnival plc Annual Report.
Other than the Carnival plc Directors’ Remuneration
Policy set out in Section 3 of Part II of the Carnival plc
Directors’ Remuneration Report (as to which, please
see Proposal 14), UK law only requires an advisory vote
on the substance and content of the Carnival plc
Directors’ Remuneration Report. Accordingly,
disapproval of this Proposal 13 will not require us to
amend the Carnival plc Directors’ Remuneration
Report or require any Director to repay any amount.
No entitlement of a Director is conditional on the
approval of this Proposal 13. However, the Boards and
Compensation Committees are expected to take
into account both the voting result and the views of
our shareholders in their application, development
and implementation of compensation policies and
plans.
The Boards of Directors unanimously recommend a vote FOR the approval of the
Carnival plc Directors’ Remuneration Report.
Compensation
PROPOSAL 13—ADVISORY (NON-BINDING) VOTE TO APPROVE THE CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT (OTHER THAN
THE SECTION CONTAINING THE CARNIVAL PLC DIRECTORS’ REMUNERATION POLICY)
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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47
PROPOSAL 14
Approval of the Carnival plc Directors’
Remuneration Policy set out in
Section 3 of Part II of the Carnival plc
Directors’ Remuneration Report
In accordance with Section 439A of the Companies
Act and Schedule 8 of the LMCG Regulations,
shareholders are voting to approve the Carnival plc
Directors’ Remuneration Policy (the “Policy”) set out in
Section 3 of Part II of the Carnival plc Directors’
Remuneration Report. This is a binding vote and is
required to be put to shareholders at least once every
three years. The last Policy was approved in
April 2023. The Compensation Committees are
proposing to renew the Policy at the 2025 Annual
Shareholders’ Meetings to facilitate changes set out
in Section 3.1 (primarily to permit us to enter into
service agreements with Executive Directors, increase
the retainer cap for Non-Executive Directors, allow
for grants of unrestricted stock to Non-Executive
Directors, and to facilitate certain other minor
changes). The Policy has consciously been drafted
broadly to give the Compensation Committees
sufficient flexibility to act in the interests of Carnival
Corporation and Carnival plc and their shareholders
as, under the UK legislative requirements, payments
may not be made to Directors outside of an agreed
policy. If approved, the Policy will take effect
immediately following its approval at the 2025 Annual
Shareholder Meetings and will apply until it is
replaced by a new or amended policy.
Upon the Policy becoming effective on the date of
shareholder approval, remuneration payments
to Directors of Carnival plc (including former or
proposed Directors) and payments for loss of office
to a Director of Carnival plc (including a former or a
proposed Director) will need to be consistent with
the approved Policy unless our shareholders approve
an amendment to the Policy by an ordinary
resolution, unless the payment (i) is required to be
made as part of a legal obligation entered into before
June 27, 2012 and such obligation has not been
amended or renewed since, (ii) was agreed at a time
where a previous policy, approved by shareholders,
was in place provided the payment is in line with
the terms of that policy, or (iii) was agreed at a time
when the relevant individual was not a Director of
Carnival plc and the payment was not in consideration
for the individual becoming a Director of Carnival
plc. Section 3 of Part II of the Carnival plc Directors’
Remuneration Report sets out the Policy for the next
and subsequent fiscal years and other details
required by the LMCG Regulations and the UK
Corporate Governance Code.
The Boards of Directors unanimously recommend a vote FOR the approval of the
Carnival plc Directors’ Remuneration Policy.
Compensation
PROPOSAL 14—APPROVAL OF THE CARNIVAL PLC DIRECTORS’ REMUNERATION POLICY SET OUT IN SECTION 3 OF PART II OF THE
CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Compensation Discussion and Analysis and Carnival plc
Directors’ Remuneration Report (Part I)
CONTENTS
49
COMPENSATION DISCUSSION & ANALYSIS
AND CARNIVAL PLC DIRECTORS’
REMUNERATION REPORT (PART I)
49
Letter from the Chair of our Compensation
Committees
51
How We Address UK and U.S. Compensation
Disclosure Requirements
52
Executive Summary
52
Our Compensation Philosophy
52
2024 Business and Performance Highlights
53
2024 Compensation Overview
55
Total Target Compensation Mix
55
Summary of Our 2024 Decisions
57
Process for Making Compensation
Determinations
57
Additional Context for 2024 Decisions
58
Impact of Regulatory Requirements on
Compensation
58
Independent Compensation Consultants
58
Risk Considerations
58
Role of Shareholder Engagement in our Executive
Compensation Program
59
Named Executive Officer Compensation Design,
Elements and Pay Mix
59
2024 Compensation Recommendations and
Rationale
59
Base Salaries
59
Annual Bonuses
62
Equity-Based Compensation and Other Long-Term
Incentives
65
Perquisites and Other Compensation
65
Post-Employment Compensation Obligations
66
Pensions and Deferred Compensation Plans
66
Peer Group Characteristics
67
Peer Group Companies
67
Changes to Peer Group for Assessing Fiscal 2024
Compensation
67
Competitive Market (Peer Group) Comparison
67
Stock Ownership Policy
68
Hedging Policy
69
Clawback Policy
69
Timing of Certain Equity Awards
▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪▪
LETTER FROM THE CHAIR OF OUR COMPENSATION COMMITTEES
Fellow Shareholders,
Each year, the Compensation Committees conduct
the important task of evaluating the design of our
executive compensation programs to ensure they
continually drive performance against important
business priorities and align with the interests of our
shareholders. The Compensation Committees are
deeply focused on ensuring our compensation
programs reflect our pay-for-performance philosophy.
Our 2024 executive compensation program is
largely consistent with the 2023 program, with no
major changes made to the compensation of our
Named Executive Officers. The program continues to
reflect a predominantly at-risk, quantitative
performance-based structure. In consideration of
shareholder feedback that informed the changes last
year, the program embraces a simplified long-term
incentive structure consisting of a performance-based
element to incentivize strong performance as well
as a time-based equity element to support our
retention goals. For our performance-based programs,
our Compensation Committees established
challenging performance goals to drive financial and
operational success for the year and over a longer-
term horizon.
The modest changes effective in fiscal 2024 are the
previously disclosed discontinuation of the profit-
sharing contribution and increases to the target
compensation of our Named Executive Officers. The
increases took into consideration the impact of
discontinuing the profit-share contribution on the
Compensation
COMPENSATION DISCUSSION AND ANALYSIS AND CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT (PART I)
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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49
competitiveness of total compensation levels relative
to the market, and a commitment to position target
pay against peers nearer to median.
Guided by our executive leadership team, fiscal 2024
was a record year for us. Financial performance in
2024 was very strong with revenues at an all-time high
and significant overperformance relative to our
initial guidance, all while delivering unforgettable
experiences to the 13.5 million guests who joined us
last year.
The compensation determinations for our Named
Executive Officers reflect our overall strong
performance. Our Annual Bonus will pay out at
187.2 percent of target. In addition, our Earnings
Recovery Alignment (“ERA”) program will pay out at
150 percent. This one-time, long-term incentive
program was put in place in early 2022 to encourage
a return to pre-pandemic levels of service and to
retain key talent through a difficult period for our
company. The maximum payout on the ERA program
reflects the strength of our recovery and the positive
results of the past few years.
On behalf of the Compensation Committees, we
appreciate the input our shareholders have provided
and look forward to our continued dialogue over
the coming year. Thank you for your investment in
Carnival Corporation & plc.
Sincerely,
RANDY WEISENBURGER
Chair of the Compensation Committees
January 27, 2025
Compensation
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HOW WE ADDRESS UK AND U.S. COMPENSATION DISCLOSURE
REQUIREMENTS
Carnival Corporation and Carnival plc are separate
legal entities (together referred to in this Report as
“Carnival Corporation & plc”) and each company has
its own Board of Directors and Compensation
Committee. However, as is required by the agreements
governing the DLC arrangement, the Boards of
Directors and members of the Committees of the
Boards, including the Compensation Committees, are
identical and there is a single senior management
team.
Carnival Corporation and Carnival plc are subject to
disclosure regimes in the U.S. and UK. While some of
the disclosure requirements are the same or similar,
some are very different. As a result, the Carnival plc
Directors’ Remuneration Report is in two parts. The
information contained in this Part I constitutes the
Compensation Discussion and Analysis as required by
regulations promulgated by the SEC and includes
information that Carnival plc is required to disclose in
accordance with Schedule 8 of the LMCG Regulations.
Part II of the Carnival plc Directors’ Remuneration
Report, set forth as Annex B to this Proxy Statement,
includes the additional information that Carnival plc is
required to disclose in accordance with the LMCG
Regulations, including certain information that has
been audited for the purposes of the Carnival plc
Annual Report.
Parts I and II of the Carnival plc Directors’
Remuneration Report are in compliance with the
LMCG Regulations, the UK Corporate Governance
Code, the Companies Act and the UK Listing Rules of
the FCA. Both Parts I and II form part of the Carnival plc
Annual Report for the year ended November 30,
2024.
Pursuant to rules promulgated by the SEC and the
LMCG Regulations, this Compensation Discussion and
Analysis reviews the compensation of the following
Named Executive Officers of Carnival Corporation &
plc:
JOSH WEINSTEIN
President, CEO
and Chief Climate Officer
WILLIAM BURKE
Chief Maritime Officer
DAVID BERNSTEIN
Chief Financial Officer and
Chief Accounting Officer
BETTINA DEYNES
Global Chief Human
Resources Officer
ENRIQUE MIGUEZ
General Counsel
Compensation
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EXECUTIVE SUMMARY
OUR COMPENSATION PHILOSOPHY
Aligning Compensation with Our
Purpose & Mission and Values
Our executive compensation program is designed to
reward financial results, successful delivery of our
long-term strategy and effective strategic leadership,
all in a manner consistent with our purpose &
mission and values. We use both short-term rewards
and long-term incentives to promote alignment of
the financial interests of our Executive Officers with
our shareholders. We endeavor to align our
compensation program and underlying performance
measures with the interests of our shareholders
and senior executives by linking actual pay to
operating performance, environment, safety and
security, sustainability initiatives and shareholder
interests. We also seek to provide a total direct
compensation package (salary, bonus and equity
grants) that allows us to be competitive in the labor
markets where we compete for executive talent,
adjusted as necessary to take into consideration
factors including the relevant senior executive’s
performance, experience and responsibilities. As part
of our pay philosophy for 2025, we will aim to set
target compensation for our Named Executive Officers
at a more competitive level and closer to the peer
group median compensation levels.
Considering U.S. and UK Market
Approaches
All of the Named Executive Officers who are currently
employed by us are located in the U.S. As a global
entity, we strive to implement a consistent set of
compensation principles across geographic and
operating company units that satisfy the requirements
of all jurisdictions and local market demands while
also accounting for local market norms and practices.
Since our current Executive Officers are based in the
U.S., our compensation policies primarily reflect U.S.
market practices. However, the Compensation
Committees seek to incorporate UK compensation
principles, including those contained in the UK
Corporate Governance Code, to the degree practicable.
Emphasizing At-Risk Pay
Our compensation philosophy emphasizes at-risk
incentive pay to drive a pay-for-performance culture.
This compensation philosophy extends beyond our
Named Executive Officers to include other key
executives, reflecting the Compensation Committees’
commitment to aligning compensation with the
success of Carnival Corporation & plc.
As disclosed in greater detail in the sections that
follow, our 2024 programs remained predominantly
quantitative performance-based, aligning with our
compensation philosophy and responsive to feedback
we received from our investors. The Compensation
Committees did not exercise discretion in certifying
2024 results.
2024 BUSINESS AND PERFORMANCE HIGHLIGHTS
A Record Year
Our business ended fiscal 2024 on a high note, with
an incredibly strong finish to a record-breaking year.
During fiscal 2024, we delivered:
•
all-time high full-year revenues of $25 billion, an
increase of more than 15 percent from the prior
year and outperforming our initial 2024 guidance by
$700 million;
•
cash from operations of $5.9 billion, making a
significant contribution toward enhancing our
financial strength;
•
operating income of $3.6 billion, more than
80 percent higher than the prior year; and
•
outperformance of our initial 2024 revenue
guidance by $700 million with $2 billion more
delivered to the bottom line.
Compensation
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Continued Sustainability Progress
We continue to work towards our GHG emission
reduction goals and ambitions through innovative
projects aligned with our four-part emission reduction
strategy: fleet optimization; energy efficiency;
itinerary efficiency; and new technologies & alternative
fuels. In 2024, we:
•
reduced absolute GHG emissions by approximately
11 percent as compared to the peak year of 2011,
despite capacity growth of nearly 37 percent over
the same period;
•
reached 85 percent of our GHG emission intensity
goal, on track to achieve a more than 20 percent
reduction by the end of 2026 compared to 2019;
and
•
delivered a 44 percent reduction in food waste per
person relative to our 2019 baseline, surpassing
our interim goal one year ahead of schedule and
approaching our 2030 goal to reduce food waste by
50 percent.
2024 COMPENSATION OVERVIEW
Summary of Fiscal 2024 Named Executive Officer Compensation
Our fiscal 2024 executive compensation program
continues to be predominantly quantitative.
Consistent with our compensation philosophy and in
response to investor feedback, our 2024 program
continues to be significantly weighted towards
quantitative performance-based elements, with the
Management Incentive Plan (“MIP”) annual cash bonus
and the long-term performance-based restricted
stock unit (“PBS”) grant being fully at-risk and based
on pre-established quantitative measures. We
also continued the time-based long-term restricted
stock unit (“TBS”) incentive to support retention
objectives. The Compensation Committees strongly
believe that this compensation and incentive structure
creates the proper level of alignment between our
performance and our long-term interests, and the
interests of our shareholders and other stakeholders
while also balancing the need to drive measured,
well-informed, and long-term focused decision-
making by senior leadership.
Our 2024 compensation program includes:
•
Performance metrics for our 2024 annual cash
bonus
delivered through our MIP focus on
Adjusted
Operating Income
(80%) as the primary
performance measure with the remainder focused
on
critical environmental and safety initiatives
(20%). The specific goals and metrics for the MIP
annual cash bonus were established and approved
by the Compensation Committees at the beginning
of this measurement period, as described in more
detail below.
•
Structure of our 2024 equity-based incentive
program
:
•
PBS (performance-based share) grants, weighted
at 70%, designed to support our return to
profitable growth by measuring adjusted Earnings
Before Interest and Taxes, Depreciation and
Amortization (“EBITDA”) per adjusted lower berth
days (“ALBD”), adjusted ROIC and carbon
intensity reductions for fiscal years 2024, 2025
and 2026.
•
TBS (time-based share) grants, weighted at 30%,
to support our retention objectives by providing
for annual vesting over a three-year period
subject to continued employment.
Compensation
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Fiscal 2024 Named Executive Officer Compensation Overview
Pay Element
Form of Payment
Performance
Period
Description of Pay Element
Commentary
Base Salary
Cash
One year
Provides compensation based on level
of responsibility, performance, and
other market factors
•
Reviewed annually
MIP Annual
Cash Bonus
Cash
One year
Performance Metrics and Weighting:
•
Adjusted Operating Income (80%)
•
HESS (20%)
•
Safe & Compliant ships
•
Safe and Healthy Passengers & Crew
•
Protecting the Environment
Additional Detail:
•
Payout will range from 0 to 200% of
target
•
Focuses performance on our critical
priority areas
•
Continued the mix of
pre-established metrics
based on our primary
financial performance
measurement and critical
sustainability initiatives
Long-Term
Incentive
PBS (Performance-
Based Share
Grants)
70%
Three years
Performance Metrics and Weighting:
•
Adjusted EBITDA per ALBD (65%)
•
Adjusted ROIC (25%)
•
Carbon Intensity Reduction (10%)
Additional Detail:
•
Subject to a three-year
measurement period
•
Cliff vests based on attainment of
performance goals following the end
of the three-year performance
period with a payout range of 0 to
200% of target
•
Continued a structure
based on multiple pre-
established quantifiable
metrics measured over a
multi-year period that is
designed to align with
shareholder interests and
our long-term success
TBS (Time-Based
Share Grants)
30%
Three years
•
Vest annually in equal installments
over a three-year period subject to
continued employment
•
Balances the need to retain our
executive team and motivate them
to responsibly drive profitable
growth
•
Encourages retention and
addresses shareholder
feedback
Compensation
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TOTAL TARGET COMPENSATION MIX
(1)
CEO
O
ther
NEO
s
Long-Term
Equity
Incentives
50%
Base Salary
25%
Annual
Incentive Bonus
25%
75%
At-risk
89%
At-risk
Annual
Incentive
Bonus
21%
Long-Term
Equity
Incentives
68%
Base Salary
11%
(1)
At-risk compensation includes the Annual Incentive Bonus that is subject to performance criteria and the Long-Term Equity
Incentives, some of which are subject to performance criteria and all of which are subject to change in value based on share price
movements during the vesting period.
SUMMARY OF OUR 2024 DECISIONS
The Compensation Committees make decisions regarding Named Executive Officer total compensation (base
salary, annual bonus objectives and payments and annual equity grants) in connection with our annual
performance review process. The table below summarizes the Compensation Committees’ decisions for fiscal
2024.
Factors That
Guided
Compensation
Decisions
•
Our compensation philosophy, as well as our policies, practices and objectives.
•
Degree of achievement of key strategic financial and operational goals for fiscal 2024.
•
Advice of an independent compensation consultant.
•
Shareholder input.
•
Market pay practices.
•
The impact of any individual compensation element on the other elements and on total
compensation.
Fiscal 2024
Compensation
Program
Changes
We have committed to an updated compensation philosophy, which also applies to the compensation
of our Named Executive Officers. Historically, our approach to compensation was to set base salaries
below the market median and include incentive programs with opportunities for meaningful payout,
ensuring the entire compensation package remained competitive. Under our updated approach, we
are shifting base salaries to be closer to market median, thereby creating a more level compensation
program for our executives.
In line with this shift in philosophy, we will make phased adjustments to our Named Executive Officers’
base salaries to bring them in line with the market median, based on our review of our peer group and
compensation survey data.
Compensation
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Key Fiscal 2024
Compensation
Decisions
Base Salary Decisions
For fiscal 2024, the Compensation Committees approved increases to base salary for all Named
Executive Officers in keeping with our updated philosophy to provide competitive pay that aligns with
broader market benchmarking. In addition, these increases included adjustment for the
discontinuation of profit share participation under the Carnival Corporation Fun Ship Non-Qualified
Savings Plan. The base salary increases ranged from two to 15 percent.
Annual Cash Bonus
For fiscal 2024, the Compensation Committees approved increases to the bonus targets for all Named
Executive Officers in keeping with our compensation philosophy and to adjust for the discontinuation
of the profit share participation under the Carnival Corporation Fun Ship Non-Qualified Savings Plan.
The primary performance metric for the bonus was Adjusted Operating Income, with the balance of
performance metrics focused on performance of environmental and safety initiatives. Due to our
strong financial performance, the Named Executive Officers earned a 200 percent payout under the
Adjusted Operating Income goal, and a 136 percent payout on the environmental and safety initiatives
goal, resulting in a final, weighted payout of 187.2 percent
Equity Grant Decisions
For fiscal 2024, the Compensation Committees approved increases to equity targets for all Named
Executive Officers in connection with a review of their roles and responsibilities and market data for
comparable roles. The equity-based program remained majority performance-based with a focus on
key profitability and carbon reduction measures, with a time-based component included to support our
retention objectives.
Earnings Recovery Alignment (“ERA”) Performance Incentive Program Decisions
The ERA program is a performance-based cash incentive established in early 2022 as a broad-based,
one-time incentive to key employees across the business, including our Named Executive Officers. The
ERA was designed to focus on business recovery and to promote retention during our challenging
post-pandemic return to service. The primary program metric was adjusted EBITDA per ALBD for the
end of fiscal 2024, considered as a percentage of fiscal 2019 adjusted EBITDA per ALBD. This metric was
chosen to incentivize a return to pre-pandemic levels of service at a time of great uncertainty about the
future of our business and to promote retention of key talent at a very competitive time.
Adjusted EBITDA per ALBD in fiscal 2024 was 129 percent of fiscal 2019, reflecting our strong
performance this year and our strong recovery from the pandemic overall. Due to significant
overachievement of the program, the ERA will pay out at 150 percent overall.
Compensation
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PROCESS FOR MAKING COMPENSATION DETERMINATIONS
E
ar
l
y
F
isca
l Y
ear
The Compensation
Committees determine
the compensation policy
and approach for the
fiscal year.
Our CEO and the Chair
of the Boards of Directors
recommend key initiatives
and goals for Carnival
Corporation & plc to the
Compensation
Committees.
The Compensation
Committees consult with
the leadership team and
independent compensation
consultants on matters
such as compensation
planning, staffing levels
and retention incentives
with the goals of supporting
employees and attracting
necessary personnel.
The Compensation
Committees meet and
discuss with our CEO, Chair
of the Boards of Directors
and the Chief Human
Resources Officer.
Our CEO, Chair of the Boards, and
the Compensation Committees
review the results of progress
towards goals and other material
items relating to overall Carnival
Corporation & plc performance.
Our CEO reviews: (1) annual
competitive market analysis
provided by the independent
consultant (2) individual Named
Executive Officer performance
(3) performance results of the
group of brands or company-wide
results and then provides
the Compensation Committees
with recommended total target
compensation levels for each
Named Executive Officer, except
for his own.
The Compensation Committees
determine CEO and Named
Executive Officer compensation by
evaluating their individual
performance against set
performance objectives in addition
to the overall performance of
Carnival Corporation & plc.
C
ompensation
Approach
E
va
l
uate
Program
F
ina
l
Board
De
l
iberations
Mid
-F
isca
l Y
ear
Post
-F
isca
l Y
ear
ADDITIONAL CONTEXT FOR 2024 DECISIONS
In fiscal 2024, the Compensation Committees
continued to consult with their independent
consultants and management on matters such as
compensation planning, staffing levels, and retention
incentives with the goals of supporting employees,
attracting necessary personnel, and recognizing the
strong performance of management and the
workforce over the year. The Compensation
Committees took into consideration business needs
and the impact of decisions on employees and
shareholders. The Compensation Committees
exercised independent judgment when consulting
with or receiving advice from management, Executive
Directors, or compensation consultants.
After the fiscal year was completed, our CEO and our
Chair of the Boards of Directors reviewed with the
Compensation Committees the results of those
initiatives, progress towards goals, and other material
items relating to overall Carnival Corporation & plc
performance. Our CEO reviewed the annual
competitive market analysis provided by the
independent consultant, as well as individual
performance of each Named Executive Officer and
the results of the group of brands or company-wide
results, as appropriate, and provided the
Compensation Committees with recommended total
target compensation levels for each Named Executive
Officer, except for his own. The compensation for
our Named Executive Officers was then determined
by the Compensation Committees using their
discretion to evaluate the individual performance of
our Named Executive Officers and the overall
performance of Carnival Corporation & plc.
Compensation
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IMPACT OF REGULATORY REQUIREMENTS ON COMPENSATION
In making determinations regarding executive
compensation, the Compensation Committees
consider relevant issues relating to accounting
treatment, tax treatment (both company and
individual), and regulatory requirements. The global
nature of Carnival Corporation & plc’s operations
necessarily means that monitoring these technical
issues and considering their potential impact on the
appropriate design and operation of executive
remuneration programs is an increasingly complex
exercise. Technical issues are evaluated in light of
Carnival Corporation & plc’s philosophy and objectives
for executive compensation and their corporate
governance principles, as described earlier in this
Compensation Discussion and Analysis.
INDEPENDENT COMPENSATION CONSULTANTS
The Compensation Committees have engaged FW
Cook (together with its UK affiliated firm, FIT
Remuneration Consultants LLP (“FIT”)) to assist in
their annual review of our executive and Director
compensation programs. The Compensation
Committees believe that FW Cook and FIT provided
objective advice to the Compensation Committees. FW
Cook and FIT provide no other services to Carnival
Corporation & plc and have no other connections with
Carnival Corporation & plc or individual Directors.
During fiscal 2024, a consultant from FW Cook
attended meetings of the Compensation Committees
and provided FW Cook’s views on proposed actions
by the Compensation Committees.
In accordance with New York Stock Exchange listing
rules relating to compensation consultant
independence, the Compensation Committees have
determined that FW Cook and FIT and their
consultants are independent after taking into
consideration the factors set forth in the listing rules.
Pursuant to the foregoing factors, the Compensation
Committees have determined that FW Cook’s and FIT’s
work raised no conflicts of interest.
RISK CONSIDERATIONS
The Compensation Committees evaluate the
compensation program for potential risks. The
Compensation Committees have concluded that the
incentive structure for senior management does not
encourage behaviors that would create material
adverse risk for Carnival Corporation & plc, and that
risks arising from Carnival Corporation & plc’s
compensation policies and practices for their
workforce are not reasonably likely to have a material
adverse effect on Carnival Corporation & plc. Please
refer to the “Compensation Risk Assessment” section
for additional information.
ROLE OF SHAREHOLDER ENGAGEMENT IN OUR EXECUTIVE COMPENSATION PROGRAM
Shareholder engagement is an important source of
feedback for our Compensation Committees on our
executive compensation program.
During fiscal 2024, we have continued to engage with
shareholders to seek feedback on our compensation
program, and to incorporate that feedback in our
compensation discussions. We engaged with a
significant number of our shareholders throughout
the year. Our Presiding Director and Senior
Independent Director (who is also the Chair of our
Compensation Committees) participated in select
meetings to discuss our compensation program.
The feedback we received throughout fiscal 2024
indicated to us that shareholders were pleased with
the 2023 program structure as described in our 2024
Proxy Statement. As a result, the Compensation
Committees maintained the quantitative and
performance-based structure of our executive
compensation program for fiscal 2024 and did not
make any changes to the executive compensation
program as a result of the 2024 “say-on-pay” vote. The
Compensation Committees have and will continue
to consider shareholder input as well as results from
the annual shareholder advisory votes, including
the next vote in April 2025, when reviewing executive
compensation programs and policies.
Compensation
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NAMED EXECUTIVE OFFICER COMPENSATION DESIGN, ELEMENTS AND
PAY MIX
The compensation elements for our Named Executive
Officers consist of:
•
base salary;
•
annual cash bonus;
•
equity-based incentive compensation; and
•
limited perquisites.
In determining the amount of any particular
compensation element, the Compensation
Committees consider the impact of such element on
total compensation (and thus, each element affects
the amount paid in respect of other elements of
compensation). For example, the Compensation
Committees consider the amount of the base salary
and annual bonus that may be earned by a Named
Executive Officer when making an equity grant.
2024 COMPENSATION RECOMMENDATIONS AND RATIONALE
BASE SALARIES
Base salaries are intended to provide a level of fixed
compensation that is reflective of each Named
Executive Officer’s level of responsibility. Base salaries
of our Named Executive Officers for fiscal 2024 are
reported in the “Summary Compensation Table.” The
Compensation Committees annually review each
Named Executive Officer’s performance and may
increase the base salary of a Named Executive Officer
at their discretion if merited by performance,
responsibilities, or other market factors necessary to
attract and retain our executives.
For fiscal 2024, the Compensation Committees
approved increases to base salary for all Named
Executive Officers effective March 1, 2024, in keeping
with our philosophy to provide competitive pay that
aligns with broader market benchmarking and to
adjust for the discontinuation of profit share
participation under the Carnival Corporation Fun Ship
Non-Qualified Savings Plan. The latter adjustment
was disclosed in our 2024 Proxy Statement and is also
described in the “Nonqualified Deferred
Compensation in Fiscal 2024” section of this Proxy
Statement. In 2024, we changed our annual pay cycle
for all global shoreside employees, including the
Named Executive Officers, from December 1 to
March 1. All affected employees, including the Named
Executive Officers, received a one-time salary
adjustment payment to bridge the gap created by the
shift to a later base salary review cycle compared to
prior years. Following these adjustments, all Named
Executive Officer base salaries are nearer to, but
still lower than, market median (based on the review
of our peer group and compensation survey data).
Name
2023 Base Salary
($)
2024 Base Salary
(effective March 1, 2024)
($)
Josh Weinstein
1,250,000
1,400,000
David Bernstein
850,000
960,000
William Burke
700,000
715,000
Bettina Deynes
425,000
490,000
Enrique Miguez
600,000
675,000
ANNUAL BONUSES
Annual cash bonuses for our Named Executive
Officers are determined in accordance with the
Carnival Corporation & plc MIP. The MIP is designed
to focus the attention of our executives on achieving
strong performance results against key business
priorities and is a core component of our
compensation program that supports our pay for
performance philosophy.
Compensation
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For fiscal 2024, the Compensation Committees
approved increases to the bonus targets for all Named
Executive Officers in keeping with our philosophy to
provide competitive pay that aligns with broader
market benchmarking and to adjust for
discontinuation of profit share participation under
the Carnival Corporation Fun Ship Non-Qualified
Savings Plan. The latter adjustment was disclosed in
our 2024 Proxy Statement and is also described in the
“Nonqualified Deferred Compensation in Fiscal
2024” section of this Proxy Statement. All Named
Executive Officer target bonuses bring their total
compensation nearer to, but still lower than, market
median following this increase (based on the review of
our peer group data).
The target opportunities for fiscal 2024 for our
Named Executive Officers are shown below. Actual
payouts may range from 0% to 200% of the target
bonus opportunity based on actual performance of
our company.
Name
2023 Target
Bonus
($)
2024 Target
Bonus
($)
Josh Weinstein
2,500,000
2,800,000
David Bernstein
1,200,000
1,350,000
William Burke
500,000
600,000
Bettina Deynes
300,000
375,000
Enrique Miguez
450,000
505,000
MIP Annual Cash Bonus for 2024
The 2024 MIP program approved by the Compensation
Committees features quantifiable, preset annual
performance metrics based on financial, operating,
environmental sustainability and ethics and
compliance goals tied to profitability and sustainable
growth. For 2024, as we continued our strategic
focus on profitability, the Compensation Committees
approved the primary MIP performance metric of
Adjusted Operating Income, with the balance of
performance metrics focused on performance of
environmental and safety initiatives, as described in
more detail below. Additionally, as part of their
personal annual appraisal, all Executive Officers are
evaluated on performance against our stated core
values, or “Culture Essentials.” For additional
information on our Culture Essentials, please refer to
the Carnival plc Corporate Governance Report
(attached as Annex C) under “Workforce Engagement.”
Summary of MIP Annual Cash Bonus Design for 2024
The Compensation Committees approved performance metrics based entirely on preset targets that emphasize
profitability and continued focus on key strategic environmental and safety objectives:
Metric
Weight
Adjusted Operating Income
80%
HESS
20%
• Safe and Compliant Ships
• Safe and Healthy Passengers and Crew
• Protecting the Environment
2024 MIP Performance Metrics and Targets (Audited)
Our 2024 MIP annual cash bonus design includes
quantitative performance metrics addressing our key
business priorities of profitability, health,
environmental performance, compliance and safety.
The following table is a summary of the performance
goals used to determine the level of achievement
associated with the adjusted Operating Income
performance measure, as well as the actual results
and payout. The adjusted Operating Income
performance goals required meaningful growth over
fiscal 2023 adjusted Operating Income
1
of
$1,887 million to achieve the target payout. The final
adjusted Operating Income result was $129 million
above our maximum goal.
1
Adjusted Operating Income is a non-GAAP measure. A reconciliation to the most comparable GAAP measure can be found under
“Non-GAAP Financial Measures—Reconciliation to GAAP.”
Compensation
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Adjusted Operating Income (80%)
Threshold
Target
Maximum
2024 Actual
Adjusted Operating Income ($ in millions)
2,590
3,060
3,440
3,569
Payout (%) of Target
50
100
200
200
The HESS (Health, Environmental, Safety and Security)
component of the MIP annual cash bonus, described
in more detail below, measures our performance
against established goals in each of our three
identified HESS focus areas: safe and compliant
ships, safe and healthy passengers and crew, and
protecting the environment. The HESS MIP component
comprised 20% of the 2024 MIP annual bonus.
HESS is critical to the well-being of our passengers
and crew, safe and effective operation of our ships,
and stewardship of the environment. As a result, we
designed the HESS component of the MIP to
specifically emphasize the importance of HESS to
management. The HESS MIP program was developed
by our Chief Maritime Officer (“CMO”) using metrics
based on international regulations and our HESS
policies. The CMO developed the specific metrics that
were reviewed and approved by the CEO, the HESS
Committees and then by the Compensation
Committees in establishing the 2024 MIP. The HESS
component of the MIP reflects our HESS results and
our proactive efforts to improve our HESS
performance and that of the individual brands.
The overall corporate performance is a weighted
average of individual brand performance which is
determined using a series of quantitative performance
metrics across the three focus areas. The metrics
are measurable and objective. More specifically, some
metrics are based on performance achievement
while others are based on completion of efforts
designed to improve performance. This latter group
of metrics supports a “prepare for future progress”
philosophy. The quantitative performance metrics
associated with our three focus areas are described
in more detail below. For competitive reasons, we do
not intend to disclose the specific metrics and
targets beyond the details provided below.
Each focus area is allocated a specific point potential,
which, when added together, total 100 points.
Payout for the HESS MIP component is based on the
total points achieved for all three focus areas, with
each total points score between threshold and
maximum levels representing a payout percentage
on the payout curve.
The table below describes the points achieved in
each focus area, the number of points required to
achieve threshold, target and maximum
payout percentage, and the actual results (total
points and payout).
HESS (20%)
Threshold
Target
Maximum
2024 Actual
Focus areas:
•
Safe and Compliant Ships
(35-point potential)
(30.0 points achieved)
50 points
70 points
85 points or above
76.6 points
•
Safe and Healthy Passengers and Crew
(30-point potential)
(20.5 points achieved)
•
Protecting the Environment
(35-point potential)
(26.1 points achieved)
Payout (%) of Target
50%
100%
200%
144%
The total points achieved for 2024 are associated
with a payout of 144% as indicated above. Following
an evaluation of the performance results, judgment
was used to determine the final HESS payout.
Significant individual HESS operational incidents were
considered. For each brand, the CMO and CEO
made a subjective evaluation of significant HESS
incidents, focusing on those which could have been
prevented. Considerations included number and
severity of incidents. Based on this review, the CMO
and CEO recommended to the Compensation
Committees that the formulaic payout percentage
associated with the “2024 Actual” points achieved
shown above be adjusted to, and approved at, 136%.
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The following is a description of the metrics included
in each HESS focus area:
Safe and Compliant Ships (35-point potential):
consists of two performance metrics and two
proactive metrics. The performance metrics are
shipboard compliance audit results performed by
our internal audit team and a series of safety metrics
related to fire prevention, detection and suppression,
and life-saving appliances. The proactive metrics are
designed to improve future performance by
measuring the deck, engineering, and environmental
officer attendance at our training center (CSMART)
and always achieving full crewing of deck, engineering,
and environmental officers on all ships because
these crew members are key to our HESS
performance.
Safe and Healthy Passengers and Crew (30-point
potential):
consists of several performance and trend
metrics including guest and passenger injury rates,
objective security measures, and internal and
independent government public health inspection
results.
Protected Environment (35-point potential):
consists of three environmental metrics that measure
compliance with emission and discharge regulations.
Carbon intensity reduction relative to assigned
targets and use of lower emissions fuels completes
the performance measures in this category.
2024 MIP Annual Cash Bonus Performance Results
The formula-based MIP annual cash bonus results
for fiscal 2024 reflected our strong performance in
fiscal 2024.
Overall performance against the goals for our formula-
based MIP annual cash bonus for the Named
Executive Officers is 187.2%, as shown below. These
goals are important indicators of our financial and
operational success and recognize that Named
Executive Officer performance far exceeded defined
targets and expectations set at the beginning of 2024.
The following table summarizes the results for each
MIP performance goal, the overall MIP formula-based
performance, and the final bonus amounts earned:
Adjusted Operating Income
HESS
2024
MIP
Results
2024 MIP
Bonus
Earned
Name
2024 Actual
($ in millions)
% of
Target
Weighting
2024
Actual
% of
Target
Weighting
% of
Target
($)
Josh Weinstein
3,569
200
80%
76.6 points
136
20%
187.2
5,241,600
David Bernstein
2,527,200
William Burke
1,123,200
Bettina Deynes
702,000
Enrique Miguez
945,360
EQUITY-BASED COMPENSATION AND OTHER LONG-TERM INCENTIVES
Overview
The Compensation Committees grant equity-based
compensation to our Named Executive Officers
to provide long-term incentives and align
management and shareholder interests. The
Compensation Committees believe that a substantial
portion of compensation should be equity-based.
The equity-based compensation program is
designed to:
1
recognize scope of responsibilities
2
reward demonstrated performance and
leadership
3
motivate future superior performance
4
align the interests of the executive with our
shareholders
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Our equity-based compensation grants to our
Named Executive Officers are made pursuant to the
Carnival Corporation 2020 Stock Plan and are
consistent with the Carnival plc Directors’
Remuneration Policy, which have been approved by
Carnival Corporation & plc shareholders.
2022 Earnings Recovery Alignment Performance Incentive Program
The ERA program is a performance-based cash
incentive established in early 2022 as a broad-based,
one-time incentive to focus on business recovery
and to promote retention during our post-pandemic
return to service. As the world was getting back to
normal in the wake of the pandemic, there were many
opportunities for talented personnel. ERA was
designed to incentivize continued dedication and
focus on completing the return to service and business
recovery. Recipients of the ERA were recommended
by executive management and include all Named
Executive Officers, other executives and employees
throughout our global organization.
ERA measures normalized adjusted EBITDA excluding
the impact of fuel price, exchange rate fluctuations,
and taxes related to fuel, carbon, or other climate
related items, per ALBD at the end of fiscal 2024 as
a percentage of fiscal 2019 adjusted EBITDA per ALBD.
ERA performance is based upon the extent to which
fiscal 2024 Normalized Adjusted EBITDA per ALBD
meets or exceeds the following performance levels:
Performance Level
Fiscal 2024 Normalized
Adjusted EBITDA per
ALBD
Normalized Adjusted
EBITDA per ALBD for
fiscal 2024 as % of fiscal 2019
Payout % for
Performance Achieved
Threshold
29.77
48%
50%
Target
54.12
87%
100%
Maximum
64.49
103%
150%
Our record setting performance in 2024 is reflected
in the final ERA results. The goals for the program were
chosen to incentivize a return to pre-pandemic
levels of service, and the recipients of the ERA were
essential to our strong recovery overall. In addition to
achieving the financial goals, the program also was a
successful in retaining 82% of recipients. The final
fiscal 2024 normalized adjusted EBITDA per ALBD is
26% higher than the level required to achieve
maximum payout.
ERA Results
2024 ERA
Earned
Name
Fiscal 2024
Normalized
Adjusted
EBITDA per
ALBD
(2)
($)
Normalized
Adjusted
EBITDA per
ALBD for
fiscal 2024 as
% of fiscal
2019
Payout % for
Performance
Achieved
($)
Josh Weinstein
69.80
129
150
7,500,000
David Bernstein
7,500,000
William Burke
7,500,000
Bettina Deynes
600,000
Enrique Miguez
3,000,000
(2)
Normalized adjusted EBITDA per ALBD is a non-GAAP measure. A reconciliation to the most comparable GAAP measure can be
found under “Non-GAAP Financial Measures—Reconciliation to GAAP.”
2024 Equity-Based Incentive Program
For 2024, the equity-based program remained
majority performance-based with a focus on key
profitability and carbon reduction measures, with
time-based restricted stock units included to support
our retention objectives.
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Majority Performance-Based, Multi-Year Equity Program
Equity Mix
Compensation Committees’ Actions and Rationale
30%
TBS
70%
PBS
•
Continued improvements in operating environment support
maintenance of majority performance-based compensation, with
time-based compensation intended to support retention objectives
•
PBS performance criteria measured against multi-year
performance on Adjusted EBITDA per ALBD (65%), Adjusted ROIC
(25%) and Carbon Intensity Reduction (10%)
2024 Equity Compensation Targets
For fiscal 2024, the Compensation Committees
approved increases to equity targets for all Named
Executive Officers in connection with a review of their
roles and responsibilities and market data for
comparable roles. Equity targets for all Named
Executive Officers are nearer to, but still lower than,
market median following these increases (based on
the review of our peer group data).
2024 equity compensation targets for each Named Executive Officer are as follows:
Named Executive Officer
PBS (70%)
($)
TBS (30%)
($)
Total Target Value
($)
Josh Weinstein
6,300,000
2,700,000
9,000,000
David Bernstein
2,152,500
922,500
3,075,000
William Burke
374,500
160,500
535,000
Bettina Deynes
654,500
280,500
935,000
Enrique Miguez
752,500
322,500
1,075,000
Disclosure and the Timing of Equity-Based Compensation
2024 PBS and TBS Equity Incentives
PBS grants represent 70% of our Named Executive
Officers’ target equity incentive in our 2024
compensation program. The Compensation
Committees approved Adjusted EBITDA per ALBD at
constant currency and fuel (65%), Adjusted ROIC (25%),
and Carbon Intensity Reduction (10%) as the
performance metrics. These grants are subject to a
three-year measurement period of fiscal 2024-2026,
and cliff vest in 2027 based on attainment of
performance goals following the end of the three-
year performance period with a payout range of 0 to
200% of target. The specific performance targets
will be disclosed after the end of the performance
period in the 2026 Proxy Statement, as the Boards
consider them strategic and commercially sensitive to
disclose at this time.
In January 2024, the Compensation Committees
approved a PBS target value for each of our Named
Executive Officers and certain other executives. Each
target value was determined after consideration of
recommendations received from our CEO (other than
in respect of his own grant which was recommended
by our Chair of the Compensation Committees), as
well as reviewing the scope of each Named Executive
Officer’s responsibilities, performance and long-term
retention considerations.
In April 2024, PBS grants were made based on the
grant values approved in January 2024 and were
converted into a target number of PBS based on the
average of the closing prices of a share of Carnival
Corporation common stock over a 10-business day
period ending on April 8, 2024 (the effective date of
grant), being $16.06. They will vest in April 2027,
subject to certification of performance results. The
PBS grants do not receive dividends or have voting
rights. Each PBS is credited with dividend equivalents
equal to the value of any cash and stock dividends
paid on Carnival Corporation common stock or
Carnival plc ordinary shares during the vesting period.
The dividend equivalents, if any, will be distributed
upon the vesting of the PBS.
For 2024, the Compensation Committees also
determined to provide 30% of the target equity
incentive in the form of TBS grants to incentivize
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retention and in consideration of shareholder
feedback. These grants vest annually on a pro-rata
basis over a three-year period. The final number of
2024 PBS and TBS is listed in the “Grants of Plan-
Based Awards” table.
PERQUISITES AND OTHER COMPENSATION
Our Named Executive Officers are provided various
perquisites that the Compensation Committees
believe are representative of common practices for
executives in their respective countries. The
Compensation Committees, with the assistance of FW
Cook, review perquisites provided to our Named
Executive Officers on a periodic basis and take into
account each Named Executive Officer’s particular
circumstances and overall level of compensation and
believe that perquisites provided by Carnival
Corporation & plc continue to be an appropriate
element of the overall compensation package used
to attract and retain such officers.
The Compensation Committees have approved a
policy to establish procedures and controls as to the
authorized use of aircraft owned, operated, or
chartered by Carnival Corporation & plc (the “Aircraft”).
According to the policy, the Aircraft can only be used
for business purposes. Guests may accompany these
executives when traveling. Due to security
considerations, the Compensation Committees have
also agreed to allow our CEO to use the Aircraft for
personal use so long as the incremental cost of
such use to Carnival Corporation & plc does not
exceed $200,000 per year. Once that threshold is
reached, the CEO will reimburse us for any additional
incremental costs (subject to applicable regulatory
limitations). The Compensation Committees
determined that the Aircraft usage policy and levels
of usage and costs were consistent with those offered
by large multinational companies like Carnival
Corporation & plc.
In lieu of participation in the Carnival Corporation
Nonqualified Savings Plan which was discontinued in
accordance with Section 457A of the U.S. Internal
Revenue Code, the Compensation Committees
approved a program that provides for payment of
additional annual compensation directly to these
employees in an amount equal to what would have
been deposited on behalf of those employees into
that plan, less, as described below, any amount
Carnival Corporation contributes to the Carnival
Corporation Fun Ship Savings Plan, a 401(k) plan (the
“401(k) Plan”). These payments are taxable as ordinary
income.
Beginning with the 2010 calendar year, the 401(k)
Plan was amended and currently allows Mr. Weinstein,
Mr. Bernstein, Mr. Burke, Ms. Deynes, and Mr. Miguez
(as well as all other highly compensated employees)
to defer a limited amount of compensation into the
401(k) Plan subject to nondiscrimination testing. In
fiscal 2024, Carnival Corporation made matching
contributions to the 401(k) Plan under the plan’s
formula, subject to nondiscrimination testing.
The perquisites received by each Named Executive
Officer in fiscal 2024, as well as their incremental cost
to Carnival Corporation & plc, are reported in the
“Summary Compensation Table” and its accompanying
footnotes.
POST-EMPLOYMENT COMPENSATION OBLIGATIONS
Carnival Corporation & plc does not have any change
of control agreements that provide cash severance
to our Named Executive Officers upon a change of
control of Carnival Corporation & plc. Carnival
Corporation & plc does not have employment
agreements with any of our Named Executive Officers
that provide cash severance benefits in connection
with the termination of the executive’s employment.
Mr. Burke and Ms. Deynes entered into Confidentiality
Agreements and Restrictive Covenants providing
that they are entitled to six months base salary as
compensation for their confidentiality and further
agreement not to engage in competition with us for a
period of six months following their termination of
employment. The Compensation Committees believe
that the consideration provided to Mr. Burke and
Ms. Deynes under these agreements is reasonable.
Upon termination of employment for certain
circumstances or upon a change of control, our
Named Executive Officers may be entitled to retain
or receive accelerated vesting of equity grants. Under
the terms of the Carnival Corporation 2020 Stock
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Plan, however, the default provision upon a change
in control would provide only for a “double trigger”
acceleration of equity grants (such that no acceleration
would occur unless the participant’s employment
were subsequently terminated by Carnival
Corporation & plc (or its successor) without cause).
These benefits are provided under the terms of the
Carnival Corporation 2020 Stock Plan and the grant
agreements. However, none of our Named Executive
Officers are entitled to receive any tax gross-up
payments in respect of their severance benefits or
accelerated equity grants.
The benefits that our Named Executive Officers may
be eligible to receive in connection with the
termination of their employment or upon a change
of control are described in detail in the “Potential
Payments Upon Termination or Change of Control”
section.
The Compensation Committees believe that these
arrangements are reasonable and encourage
executives to comply with post-termination non-
compete and other restrictive covenants and to
cooperate with us both before and after their
employment is terminated.
PENSIONS AND DEFERRED COMPENSATION PLANS
Carnival Corporation & plc do not operate any defined benefit pension or deferred compensation programs for
the Named Executive Officers.
PEER GROUP CHARACTERISTICS
The Compensation Committees perform an annual
review of the compensation practices of certain other
publicly-listed companies with the assistance of
their consultant. This annual market assessment
consists of an analysis of executive pay at a group of
publicly-listed peer companies.
In July 2023, based on the recommendations of FW
Cook, the Compensation Committees approved a new
peer group listed below (the “Peer Group”), which
was used when assessing the fiscal 2024
compensation for our Named Executive Officers. The
Peer Group consists of 18 publicly-listed companies
from diverse industries and is designed to better
reflect where Carnival Corporation & plc is positioned
following the impacts that the pandemic and
subsequent return to full guest cruise operations had
on key metrics such as revenue, enterprise value,
and certain financial metrics that the Committees
consider in approving our peer group. The changes to
the Peer Group were developed by applying our
established philosophy of balancing peers’ enterprise
value, revenue, sector, business complexity, breadth,
scope, and potential candidate pool overlap.
At the time the Peer Group was approved in July 2023,
our revenue ranked at the 62nd percentile and our
enterprise value ranked at the 59
th
percentile of the
Peer Group. We operate in a niche industry with a
limited number of other publicly traded cruise
operators. The Peer Group reflects the market in
which we may compete for business, investor capital,
and/or executive talent and was considered to be
more closely aligned to our business complexity,
breadth, scope, median reviews, and market
capitalization. The Peer Group used in assessing
fiscal 2024 compensation reflects a balanced group
of companies in the consumer discretionary sector,
including travel and hospitality, media, retailing,
services, and transportation companies.
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PEER GROUP COMPANIES
•
American Airlines Group Inc.
•
Hilton Worldwide Holdings Inc.
•
MGM Resorts International
•
Darden Restaurants, Inc.
•
International Consolidated Airlines
Group, S.A.
•
Norwegian Cruise Line Holdings Ltd.
•
Booking Holdings Inc.
•
Las Vegas Sands Corp.
•
Royal Caribbean Cruises Ltd.
•
Caesars Entertainment Inc.
•
Live Nation Entertainment, Inc.
•
Southwest Airlines Co.
•
Delta Air Lines, Inc.
•
Marriott International, Inc.
•
Starbucks Corporation
•
Expedia Group, Inc.
•
McDonald’s Corporation
•
United Continental Holdings, Inc.
COMPETITIVE MARKET (PEER GROUP) COMPARISON
Annually, the Compensation Committees’ independent
consultant, FW Cook, conducts a competitive market
review to assist the Compensation Committees in their
assessment of our Named Executive Officers’
competitive positioning of total compensation relative
to the markets in which Carnival Corporation & plc
competes for executive talent. FW Cook conducted a
competitive market assessment on behalf of the
Compensation Committees for fiscal 2024. The
Compensation Committees reviewed our aggregate
Named Executive Officer total compensation in
comparison to the competitive market, which consists
of the Peer Group as well as third-party surveys that
reflect a broad database of hundreds of companies.
The Compensation Committees were not provided
with the identities of the companies in the surveys
generally (or of the subsets of companies which had
data for relevant comparable positions). As applicable,
any utilized survey data was combined with the data
for the Peer Group to produce a consolidated
aggregated competitive market range for total direct
compensation.
These analyses suggest that, in the aggregate, total
direct compensation levels for our Named Executive
Officers are generally below competitive market levels,
which is being addressed in steps over time. Actual
pay positioning can vary based on factors including
job responsibilities, experience, impact of role,
and individual performance.
Consistent with the approach that the Compensation
Committees take in reviewing each element of total
direct compensation, the Compensation Committees
utilize these analyses to assess the extent to which
the compensation provided to our Named Executive
Officers is generally consistent with that offered by
companies with whom Carnival Corporation & plc
competes for executive-level talent. The
Compensation Committees do not use these analyses
to peg any particular element of compensation (or
total compensation) to any specific targeted Peer
Group level.
STOCK OWNERSHIP POLICY
Our Boards of Directors and Compensation
Committees believe it is important for Directors and
Executive Officers to build and maintain a long-term
ownership position in Carnival Corporation or
Carnival plc shares to align their financial interests
with those of our shareholders and to encourage the
creation of long-term value. Our compensation
structure provides for a significant percentage of
compensation to be equity-based, which places a
substantial portion of compensation at risk over a
long-term period. Accordingly, our Executive Officers,
including our Named Executive Officers who are
currently Executive Officers, are subject to a stock
ownership policy. The policy specifies target ownership
levels of Carnival Corporation or Carnival plc shares
for each executive expressed in terms of the value of
the equity holdings (excluding unvested performance
grants) as a multiple of each Executive Officer’s base
salary. The target ownership levels are as follows:
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Officers
Ownership Target—Multiple of Base Salary
Compliance Period
Chair and/or CEO
●●●●●●
6x salary
5 years from
appointment or
promotion
Vice Chair
●●●●
4x salary
Other Executive Officers
●●●
3x salary
Individuals who are newly designated as Executive
Officers are expected to be in compliance with the
stock ownership policy within five years of the date of
becoming an Executive Officer. The stock ownership
policy provides that an Executive Officer will be
deemed to be in compliance with the ownership
requirements if the decline in the Carnival Corporation
or Carnival plc share price results in the Executive
Officer falling below the applicable ownership level,
provided that they were in compliance prior to the
share price movement and do not sell or transfer
ownership of any such shares until after the ownership
target has again been achieved, unless otherwise
approved by the Boards of Directors. All of our
Executive Officers are in compliance with this Board-
mandated requirement through share ownership or
by virtue of being in the initial five-year period.
Messrs. Weinstein, Bernstein and Miguez have
achieved the stock ownership requirement and
Mr. Burke and Ms. Deynes, who were appointed
within the last five years, have additional time to meet
the requirements of the stock ownership policy.
Carnival Corporation & plc does not make any
commitment to any persons covered by the stock
ownership policy that they will receive any particular
level of equity-based grants. The stock ownership
policy provides that Executive Officers be required to
retain at least 50% of the shares received upon
release after deducting withholding taxes, until their
target ownership is achieved.
HEDGING POLICY
Because we believe it is improper and inappropriate
for any Board member or employee to engage in
short-term or speculative transactions involving
Carnival Corporation & plc securities, our Securities
Trading Policy provides that they may not engage in
any of the following activities with respect to Carnival
Corporation & plc securities at any time:
•
purchasing of shares of either Carnival Corporation
or Carnival plc on margin;
•
short sales; or
•
buying or selling puts, calls or other derivatives in
respect of Carnival Corporation & plc securities.
Board members and employees may pledge shares,
including as part of a margin account, but they are
warned that sales of such shares could have securities
law implications, including under Section 16 of the
U.S. Securities Act, as well as market disclosure and
other obligations under the UK Market Abuse
Regulation (“MAR”).
Although we discourage speculative hedging
transactions, employees (other than Executive
Officers) are permitted to engage in long-term
hedging transactions that are designed to protect
their investment in Carnival Corporation and Carnival
plc shares (i.e., the hedge must be for at least one
year and relate to shares or options held by the
individual). Any such transactions must be pre-
cleared by the Global Legal Services Department.
Because these activities raise issues under the U.S.
federal securities laws as well as MAR, any person
intending to engage in permitted hedging transactions
is strongly urged to consult his or her own legal
counsel.
Our Securities Trading Policy provides additional
restrictions for Directors and Executive Officers. They
are prohibited from purchasing, selling or writing
any exchange-traded call and put options that have
Carnival Corporation or Carnival plc shares as the
underlying security. In addition, Directors and
Executive Officers may not engage in any hedging
transaction on Carnival Corporation or Carnival plc
shares that they beneficially own, including, but not
limited to, “forward contracts,” “collars,” “equity swaps”
or “straddles.”
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CLAWBACK POLICY
In 2023, the Compensation Committees approved the
Carnival Corporation & plc Clawback Policy (the
“Clawback Policy”) in compliance with NYSE listing
standards. The Clawback Policy requires the
Compensation Committees, subject to certain narrow
exceptions permitted by the NYSE listing standards,
to recover from current and former Executive Officers
erroneously awarded compensation in the event of
a restatement of our financial statements due to
material noncompliance with federal securities laws.
Incentive-based compensation that was “received”
during the three fiscal years preceding the
restatement, beginning with performance periods
ending after October 3, 2023, is subject to
recoupment.
The Clawback Policy supplements the clawback
provisions in the Carnival Corporation 2020 Stock
Plan and the Carnival plc 2024 Employee Share Plan,
the equity grant agreements and the MIP bonus plan,
which incorporate the Clawback Policy by reference.
The pre-existing clawback provisions give the
Compensation Committees authority to recover
equity grants and annual bonus incentives from
Executive Officers and non-executives in the event
Carnival Corporation & plc is required to restate their
financial statements due to fraud or other
misconduct, or in the event of other specified
detrimental activity, including a breach of
confidentiality or restrictive covenants, any activity
that would be grounds for termination for cause, or
maligning denigrating or disparaging Carnival
Corporation & plc, its directors or employees. A copy
of the Clawback Policy was filed as an exhibit to our
2024 Joint Annual Report on Form 10-K.
TIMING OF CERTAIN EQUITY AWARDS
In fiscal 2024, we did not grant any stock options,
stock appreciation rights or similar awards under the
Carnival Corporation 2020 Stock Plan or the Carnival
plc 2024 Employee Share Plan and we do not currently
plan to grant stock options, stock appreciation
rights or other similar appreciation-based awards as
incentive compensation to any Executive Officer, Non-
Executive Director or employee. Accordingly, we do
not have a policy or practice in relation to the timing
or the determination of the terms of a grant of options
or other awards in relation to the disclosure of
material non-public information.
During fiscal 2024, we have not timed the disclosure
of material non-public information for the purpose of
affecting the value of executive compensation.
Compensation
COMPENSATION DISCUSSION AND ANALYSIS AND CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT (PART I)
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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69
Report of the Compensation Committees
The Compensation Committees have reviewed the
Compensation Discussion and Analysis and discussed
it with the management of Carnival Corporation &
plc. Based on their review and discussions with
management, the Compensation Committees
recommended to our Boards of Directors that the
Compensation Discussion and Analysis be
incorporated by reference into the Carnival
Corporation & plc 2024 joint Annual Report on
Form 10-K and included in the Carnival Corporation &
plc 2025 Proxy Statement. This Report is provided
by the following independent Directors, who comprise
the Compensation Committees:
THE COMPENSATION COMMITTEE OF CARNIVAL CORPORATION
THE COMPENSATION COMMITTEE OF CARNIVAL PLC
LAURA WEIL
RANDY WEISENBURGER
Chair
HELEN DEEBLE
JASON GLEN CAHILLY
Compensation Committee Interlocks and Insider
Participation
During fiscal 2024, the Compensation Committees
were comprised of the four independent Directors
listed above. No member of the Compensation
Committees is a current, or during fiscal 2024 was a
former officer or employee of Carnival Corporation,
Carnival plc, or any of their subsidiaries. During
fiscal 2024, no member of the Compensation
Committees had a relationship that must be described
under the SEC rules relating to disclosure of related
person transactions. In fiscal 2024, none of our
Executive Officers served on the board of directors or
compensation committee of any entity that had one
or more of its executive officers serving on the Board
or the Compensation Committee of Carnival
Corporation or Carnival plc.
Compensation
REPORT OF THE COMPENSATION COMMITTEES
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2025 PROXY STATEMENT
Compensation Tables
SUMMARY COMPENSATION TABLE
Although Carnival Corporation and Carnival plc are
two separate entities, our business is run by a single
senior management team. The following tables,
narrative, and footnotes discuss the compensation of
our CEO, our Chief Financial Officer, our three other
most highly compensated Executive Officers for the
year ended November 30, 2024, who are referred
to as our Named Executive Officers.
Name and
Principal Position
Fiscal
Year
Salary
($)
Stock
Grants
(1)
($)
Non-Equity
Incentive Plan
Compensation
(2)
($)
All Other
Compensation
(3)
($)
Total
($)
Josh Weinstein
President, CEO and
Chief Climate Officer
2024
1,394,808
8,775,817
12,741,600
654,378
23,566,603
2023
1,250,000
7,460,811
4,650,000
447,792
13,808,603
2022
983,333
4,695,000
2,044,644
291,176
8,014,153
David Bernstein
Chief Financial Officer and Chief
Accounting Officer
2024
956,192
2,998,389
10,027,200
470,320
14,452,101
2023
850,000
5,429,987
2,232,000
348,907
8,860,894
2022
850,000
0
1,320,000
418,671
2,588,671
William Burke
Chief Maritime Officer
2024
714,481
521,650
8,623,200
112,948
9,972,279
2023
700,000
839,983
930,000
95,731
2,565,714
2022
641,333
0
550,000
93,550
1,284,883
Bettina Deynes
Chief Human Resources Officer
2024
487,750
911,694
1,302,000
89,859
2,791,303
2023
425,000
402,485
558,000
77,876
1,463,361
Enrique Miguez
General Counsel
2024
672,404
1,048,202
3,945,360
268,797
5,934,763
2023
600,000
884,978
837,000
194,336
2,516,314
2022
500,000
0
385,000
216,484
1,101,484
(1)
The amounts included in the “Summary Compensation Table” reflect the grant date fair value, assuming no risk of forfeiture, of
the grants of Carnival Corporation RSUs made to our Named Executive Officers in fiscal 2024, calculated in accordance with
ASC 718. The valuation of share-based grants is discussed in Notes 2 and 13 to the financial statements in the Carnival
Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2024. The amounts reflect the grant
date fair value of the fiscal 2024 TBS and PBS grants made in April 2024, calculated in accordance with ASC 718. The aggregate
grant date fair value of the TBS and PBS grants assuming maximum performance of 200% of target for the 2024 PBS is
$12,286,147 for Mr. Weinstein, $4,197,757 for Mr. Bernstein, $730,320 for Mr. Burke, $1,276,384 for Ms. Deynes, and $1,467,499
for Mr. Miguez. For the proceeds received by the Named Executive Officers upon the vesting of RSUs, see the “Stock Vested
for Fiscal 2024” table.
(2)
Reflects the aggregate value of the fiscal 2024 annual bonus under the MIP plus the earned 2022 ERA incentive, a one-time,
performance cash incentive for which the performance period ended on November 30, 2024.
(3)
See the “All Other Compensation” table for additional information.
Compensation
COMPENSATION TABLES
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2025 PROXY STATEMENT
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71
ALL OTHER COMPENSATION
Each component of the “All Other Compensation” column in the “Summary Compensation Table” for fiscal 2024
is as follows:
Name
Compensation
in lieu of
Savings Plan
Profit Sharing
Contribution
(1)
($)
Employer
Contributions
to Defined
Contribution
Plan (401(k))
($)
Private
Medical/
Health
Insurance
Costs and
Premiums
(2)
($)
Automobile
Lease or
Allowance
($)
Other
(3)
($)
Total
($)
Josh Weinstein
531,000
13,340
66,700
24,000
19,338
654,378
David Bernstein
369,840
12,075
64,454
11,400
12,551
470,320
William Burke
32,600
12,075
52,560
11,400
4,313
112,948
Bettina Deynes
9,830
21,233
55,461
—
3,335
89,859
Enrique Miguez
172,994
16,625
60,464
10,800
7,914
268,797
(1)
The profit-sharing contributions paid in early 2024 related to 2023 service and were discontinued for 2024, as further described
under “Nonqualified Deferred Compensation in Fiscal 2024.”
(2)
Certain of our Named Executive Officers are eligible to participate in an executive health insurance program, which includes a
fully insured plan and a secondary medical reimbursement plan. Amounts reported represent the cost of the premiums paid on
a Named Executive Officer’s behalf under these plans plus the additional costs of medical services rendered during the fiscal
year. Named Executive Officers participating in this medical reimbursement plan generally have until March 31, 2025 to submit
their 2024 claims for reimbursement and, as a result, these amounts may increase. The maximum amount that may be
reimbursed in any year under the secondary plan is $20,000.
(3)
Includes the total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the
total amount of “All Other Compensation” for the designated Named Executive Officer. These other benefits include accidental
death, life and disability insurance premiums, tax planning and return preparation fees, personal transportation and spousal
meals.
Additional information with respect to Carnival plc’s
compensation and reimbursement practices during
fiscal 2024 for Non-Executive Directors is included in
Part II of the Carnival plc Directors’ Remuneration
Report, which is attached as Annex B to this
Proxy Statement.
Compensation
COMPENSATION TABLES
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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024
Equity grants and non-equity grants made to the Named Executive Officers during fiscal 2024 are as follows:
Grant
Type
Estimated Possible
Payouts Under
Non-Equity
Incentive Plan Grants
(1)
($)
Estimated Possible
Payouts Under
Equity Incentive
Plan Grants
(2)
(#)
All Other
Stock
Grants:
Number of
Shares of
Stock or
Units
(#)
Grant Date
Fair
Value
of Stock
Grants
(3)
($)
Name
Grant
Date
Threshold
Target
Maximum Threshold
Target
Maximum
Josh Weinstein
Annual Bonus
1,400,000
2,800,000
5,600,000
2024 TBS 4/08/2024
168,119
2,632,744
2024 PBS 4/08/2024
196,139
392,278
784,556
6,143,073
David Bernstein
Annual Bonus
675,000
1,350,000
2,700,000
2024 TBS 4/08/2024
57,440
899,510
2024 PBS 4/08/2024
67,014
134,028
268,056
2,098,878
William Burke
Annual Bonus
300,000
600,000
1,200,000
2024 TBS 4/08/2024
9,993
156,490
2024 PBS 4/08/2024
11,659
23,318
46,636
365,160
Bettina Deynes
Annual Bonus
187,500
375,000
750,000
2024 TBS 4/08/2024
17,465
273,502
2024 PBS 4/08/2024
20,377
40,753
81,506
638,192
Enrique Miguez
Annual Bonus
252,500
505,000
1,010,000
2024 TBS 4/08/2024
20,080
314,453
2024 PBS 4/08/2024
23,428
46,855
93,710
733,749
(1)
Represents the potential value of the payout of the annual bonuses under the MIP for fiscal 2024 performance. The actual
amount of a Named Executive Officer’s 2024 annual bonus (that is paid in fiscal 2025) is shown in the “Summary Compensation
Table” in the “Non-Equity Incentive Plan Compensation” column. For a more detailed description of the potential annual
bonus payout, see the description in the “2024 Annual Bonuses” section of the Compensation Discussion and Analysis.
(2)
Represents the potential number of shares earnable under the annual 2024 PBS grant. For a more detailed description of the
potential payout under the annual 2024 PBS grant, see the description in the “2024 PBS and TBS Incentives” section of the
Compensation Discussion and Analysis.
(3)
Represents the full grant date fair values of the equity grants made in fiscal 2024, which were determined based on the
assumptions set forth in Notes 2 and 13 to the Carnival Corporation & plc consolidated financial statements included in our
Annual Report on Form 10-K for the year ended November 30, 2024 (disregarding estimated forfeitures). The full grant date fair
value for a grant is the amount that Carnival Corporation & plc will expense in their financial statements over the grant’s
vesting schedule or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent
upon future performance. The full grant date fair value may not correspond to the actual value that will be realized. The
maximum number of 2024 PBS each Named Executive Officer may receive is two times the target number.
Compensation
COMPENSATION TABLES
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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73
NARRATIVE DISCLOSURE TO THE “SUMMARY COMPENSATION TABLE” AND
THE “GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024” TABLE
EMPLOYMENT AGREEMENTS
None of our Named Executive Officers serving in fiscal 2024 had employment agreements.
ANNUAL BONUS PLANS
Annual bonuses for our Named Executive Officers
are determined based on the MIP. For more detailed
information regarding this plan, please refer to the
Compensation Discussion and Analysis and the
exhibit index to the Carnival Corporation & plc 2024
joint Annual Report on Form 10- K.
EQUITY-BASED COMPENSATION
The Compensation Committees made TBS and PBS
grants to our Named Executive Officers in fiscal 2024.
None of the TBS or PBS grants receive dividends or
have voting rights. Each grant is credited with dividend
equivalents equal to the value of cash and stock
dividends, if any, paid on Carnival Corporation
common stock. The dividend equivalents, if any, are
settled only when these RSUs are released from
restriction.
Please refer to the Compensation Discussion and
Analysis for additional detail on these grants. For
further information regarding forfeiture and
treatment upon termination or change of control,
refer to the “Potential Payments Upon Termination or
Change of Control” section.
Compensation
COMPENSATION TABLES
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2025 PROXY STATEMENT
OUTSTANDING EQUITY GRANTS AT FISCAL 2024 YEAR-END
Our Named Executive Officers do not hold options
over either Carnival Corporation or Carnival plc shares.
Information with respect to outstanding Carnival
Corporation restricted shares and RSUs granted by
Carnival Corporation & plc to and held by our Named
Executive Officers as of November 30, 2024, is as
follows:
Stock Grants
Name
Number of Shares or
Units of Stock That
Have Not Vested
(#)
Market Value of Shares
or Units of Stock That
Have Not Vested
(1)
($)
Equity Incentive Plan
Grants: Number of
Unearned Shares, Units
or Other Rights That
Have Not Vested
(#)
Equity Incentive Plan
Grants: Market or
Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested
($)
Josh Weinstein
56,097
(2)
1,426,547
500,000
12,715,000
(3)
54,452
(4)
1,384,714
373,134
9,488,798
(5)
106,610
(4)
2,711,092
392,278
9,975,630
(7)
168,119
(6)
4,275,266
TOTAL
385,278
9,797,620
1,265,412
32,179,427
David Bernstein
42,004
(2)
1,068,162
195,895
4,981,610
(5)
84,007
(4)
2,136,298
134,028
3,408,332
(7)
55,970
(4)
1,423,317
57,440
(6)
1,460,699
TOTAL
239,421
6,088,476
329,923
8,389,942
William Burke
8,648
(2)
219,919
29,850
759,086
(5)
11,119
(4)
282,756
23,318
592,977
(7)
8,529
(4)
216,892
9,993
(6)
254,122
TOTAL
38,289
973,689
53,168
1,352,062
Bettina Deynes
1,253
(2)
31,864
27,985
711,659
(5)
1,235
(4)
31,406
40,753
1,036,349
(7)
7,996
(4)
203,338
17,465
(6)
444,135
TOTAL
27,949
710,743
68,738
1,748,007
Enrique Miguez
12,354
(2)
314,162
37,313
948,870
(3)
4,942
(4)
125,675
46,855
1,191,523
(7)
10,661
(4)
271,109
20,080
(6)
510,634
TOTAL
48,037
1,221,581
84,168
2,140,392
(1)
Market value of the stock grants is based on the closing price of Carnival Corporation common stock on November 29, 2024
of $25.43.
(2)
Restrictions ordinarily lapse in February 2025.
(3)
Market value is based on target performance assuming 100% payout on the August 2022 long-term PBS grant to Mr. Weinstein
as of November 29, 2024. This grant vests zero to 200% of target based upon the extent to which the long-term PBS
performance measure exceeds specified performance goals.
(4)
Restrictions ordinarily lapse in February 2025 and 2026.
(5)
Market value is based on target performance assuming 100% payout on the April 2023 PBS grant at November 29, 2024. This
grant vests zero to 200% of target based upon the extent to which annual Adjusted EBITDA, as normalized for fuel price changes
and currency exchange rate impacts for each of the three fiscal years in the 2023-2025 performance cycle, ROIC for 2025, and
carbon intensity reduction metrics, exceed specified performance goals. Additional shares will be provided to take into account
dividend equivalents during the performance period, if any. Restrictions lapse in February 2026.
(6)
Restrictions ordinarily lapse in April 2025, 2026 and 2027.
Compensation
COMPENSATION TABLES
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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75
(7)
Market value is based on target performance assuming 100% payout on the April 2024 PBS grant on November 30, 2024. This
grant vests zero to 200% of target based upon the extent to which annual Adjusted EBITDA per ALBD, as normalized for fuel price
changes and currency exchange rate impacts at the end of fiscal 2026, Adjusted ROIC for 2026, and GHG reduction metrics,
exceed specified performance goals. Additional shares will be provided to take into account dividend equivalents during the
performance period, if any. Restrictions lapse in April 2027.
STOCK VESTED DURING FISCAL 2024
None of our Named Executive Officers held options
during fiscal 2024. The following table provides
information for our Named Executive Officers on the
number of shares acquired upon the vesting of RSUs
and the value realized, before the payment of any
applicable withholding tax and broker commissions.
Stock Grants
Name
Number of Shares Acquired on Vesting
(#)
Value Realized on Vesting
(1)
($)
Josh Weinstein
183,330
2,818,699
David Bernstein
188,015
2,948,905
William Burke
33,380
529,208
Bettina Deynes
8,081
126,976
Enrique Miguez
26,139
407,898
(1)
The fair market value of Carnival Corporation common stock realized on vesting has been determined using the average of the
highest and lowest sale prices reported as having occurred on the New York Stock Exchange on the date of vesting.
PENSION BENEFIT IN FISCAL 2024
None of the Named Executive Officers participate in any defined benefit pension plans sponsored by Carnival
Corporation or Carnival plc.
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024
None of the Named Executive Officers participate in
any nonqualified deferred compensation plans
sponsored by Carnival Corporation or Carnival plc.
Our Named Executive Officers and other Carnival
Corporation employees who are deemed highly
compensated employees under IRS regulations (the
“HCEs”) were paid a profit-sharing contribution as
additional cash compensation under the Carnival
Corporation Fun Ship Non-Qualified Savings Plan, a
non-tax qualified plan which does not currently have
any deferred compensation features. Effective
January 2024, the profit-sharing contributions were
discontinued for the Named Executive Officers and
other HCEs of Carnival Corporation, subject to
payment of the 2023 profit share in early 2024, with
the profit-share percentages fixed in 2021 having been
rolled into the individuals’ salary and target bonus.
Our Named Executive Officers are also eligible to
receive matching contributions under the 401(k) Plan
which are contributed by Carnival Corporation to
each individual’s account under the 401(k) Plan. From
January 1, 2021, Carnival Corporation matched
100% of employee deferrals up to 1% of eligible pay
plus 50% of employee deferrals that exceed 1% of
eligible pay but do not exceed 6% of eligible pay.
“Eligible pay” includes regular pay (before any pre-tax
contributions from pay and taxes) and bonus. For
matching and profit-sharing contributions, eligible
pay does not include amounts in excess of the
maximum compensation rate under Internal Revenue
Code Section 401(a)(17).
Compensation
COMPENSATION TABLES
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2025 PROXY STATEMENT
Potential Payments upon Termination or Change of
Control
Each of our Named Executive Officers may be eligible
to receive certain payments and benefits in
connection with termination of employment under
various circumstances. The potential benefits payable
to our Named Executive Officers in the event of
termination of employment under various scenarios
on November 30, 2024 are described below.
In addition to benefits described below, our Named
Executive Officers will be eligible to receive any
benefits accrued under Carnival Corporation & plc
broad-based employee benefit plans, such as
distributions under life insurance, disability benefits
and accrued vacation pay, in accordance with those
plans and policies. These benefits are generally
available to all employees.
CASH SEVERANCE BENEFITS
It is the policy of the Compensation Committees for
Executive Officers to have notice periods of not more
than 12 months in duration. The Compensation
Committees may make an exception to this practice
where they believe doing so would be in the best
interests of Carnival Corporation and Carnival plc and
their shareholders. The Compensation Committees
will continue to consider the individual circumstances
of each case taking account of best practice in the
UK and the U.S. and the expected cost to Carnival
Corporation & plc of any termination of an executive’s
employment arrangements.
Accordingly, Mr. Weinstein, Mr. Bernstein, and
Mr. Miguez have no employment agreements and no
entitlement to severance except for possible retention
of unvested restricted share grants depending on
the circumstances of their separation of employment
discussed below.
Mr. Burke and Ms. Deynes also do not have
employment agreements, but Mr. Burke is eligible to
receive six months’ base salary upon separation from
employment for any reason other than for cause
and Ms. Deynes is eligible to receive six months’ base
salary upon separation from employment in case of
termination without cause or change or control, as
consideration for their non-competition and non-
solicitation obligations pursuant to Confidentiality
Agreements and Restrictive Covenants.
Compensation
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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77
ESTIMATED CASH AND BENEFITS PAYMENTS UPON TERMINATION OF
EMPLOYMENT
The following table quantifies the cash compensation
or value of benefits that Mr. Burke and Ms. Deynes
would receive upon termination of employment. None
of the other Named Executive Officers are eligible to
receive cash compensation or benefits upon
termination of employment, other than broad-based
benefits described above. The amounts shown
assume the event that triggered the treatment
occurred on November 30, 2024. The table does not
include amounts they would be entitled to without
regard to the circumstances of termination, such as
earned or accrued compensation.
Name
Benefit
Termination
without
Cause
($)
Voluntary
Termination
($)
Death or
Disability
($)
Change of
Control
($)
William Burke
Non-Competition Compensation
357,500
357,500
357,500
357,500
Bettina Deynes
Non-Competition Compensation
245,000
0
0
245,000
TOTAL
602,500
357,500
357,500
602,500
EQUITY-BASED COMPENSATION
Vesting of RSUs upon termination of a Named
Executive Officer’s employment is dependent upon
the reasons his or her employment is terminated, the
terms of the respective equity plan and the
associated equity grant agreement. Equity grants
made to our Named Executive Officers are subject to
the same terms as all other participants generally.
CARNIVAL CORPORATION 2020 STOCK PLAN
All our Named Executive Officers received equity
grants in fiscal 2024 under the Carnival Corporation
2020 Stock Plan. As of November 30, 2024, our Named
Executive Officers hold long-term PBS (Josh
Weinstein) and MTE, PBS and TBS (all Named
Executive Officers) grants under the Carnival
Corporation 2020 Stock Plan.
The terms of the Carnival Corporation 2020 Stock
Plan and the equity grant agreements applicable to
participants generally provide that upon termination
for death or disability, all unvested equity grants
will immediately vest.
Upon involuntary termination within 12 months after
a change of control, the restricted period on all
RSUs immediately expires.
Change of control means the occurrence of any of
the following:
•
the acquisition by any individual, entity or group of
beneficial ownership of 50% or more of either:
(A)
the then-outstanding shares of common stock
of Carnival Corporation; or
(B)
the combined voting power of the then-
outstanding voting securities of Carnival
Corporation and Carnival plc entitled to vote
generally in the election of Directors, except
that this provision does not apply to affiliated
companies or the Arison family;
•
the incumbent Directors cease to constitute at
least a majority of the Boards of Directors;
•
the dissolution or liquidation of Carnival
Corporation;
•
the sale, transfer, or other disposition of all or
substantially all of the business or assets of Carnival
Corporation; or
•
the consummation of a reorganization,
recapitalization, merger, consolidation, statutory
share exchange or similar form of corporate
transaction involving Carnival Corporation that
requires the approval of the shareholders, whether
for such transaction or the issuance of securities
in the transaction.
Upon involuntary termination within 12 months after
a change of control, the restricted period on all
RSUs immediately expires. All equity grants made to
Compensation
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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2025 PROXY STATEMENT
participants, including our Named Executive Officers,
contain clawback and forfeiture provisions in the
event of a violation of confidentiality or non-compete
provisions (which will result in forfeiture of the
unvested portion of the grant) or fraud or conduct
contributing to any financial restatements or
irregularities.
POTENTIAL VALUE OF EQUITY GRANTS UPON TERMINATION OF
EMPLOYMENT OR CHANGE OF CONTROL
The following table details the value of all outstanding
RSU grants that would have become vested, or that
could have continued to vest, subject to any non-
compete and confidentiality requirement, for
termination of employment or upon a change of
control as of November 30, 2024. The true value of
these equity grants for future vesting periods is subject
to market fluctuations occurring over time.
ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS
(1)
Name
Termination
without Cause
($)
Death or Disability
($)
Retirement
($)
Change of
Control
(2)
($)
Josh Weinstein
2,811,261
41,977,047
—
41,977,047
David Bernstein
6,088,476
11,785,836
6,088,476
14,478,418
William Burke
973,689
2,325,752
973,689
2,325,752
Bettina Deynes
31,406
2,458,750
—
2,458,750
Enrique Miguez
439,837
3,361,973
—
3,361,973
TOTAL
10,344,670
61,909,357
7,062,165
64,601,940
(1)
The value for RSUs is based on the closing price of Carnival Corporation common stock on November 29, 2024 of$25.43. The
value of the RSUs is reflected using the target number of RSUs granted.
(2)
Involuntary termination of employment is required to trigger acceleration upon a change of control.
Compensation
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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U.S. CEO Pay Ratio
In accordance with SEC rules, we are providing the
ratio of the annual total compensation of our CEO to
the annual total compensation of our median
employee. The 2024 annual total compensation of
our CEO as set forth in the Summary Compensation
Table is $23,566,603, the 2024 annual total
compensation of our median compensated employee
is $16,854, and the ratio of these amounts is 1,398
to 1. Our median compensated employee population
consists primarily of ship-based employees who
work fewer than twelve months of the year.
Employee
2024 Annual Total
Compensation
($)
Pay Ratio
CEO
23,566,603
1,398:1
Median employee,
other than our CEO
16,854
This pay ratio is a reasonable estimate calculated in a
manner consistent with SEC rules based on our
global human resources and payroll systems of record
and the methodology described below. Because the
SEC rules for identifying the median compensated
employee and calculating the pay ratio based on that
employee’s annual total compensation allow
companies to adopt a variety of methodologies, to
apply certain exclusions, and to make reasonable
estimates and assumptions that reflect their
compensation practices, the pay ratio reported by
other companies may not be comparable to the pay
ratio reported above, as other companies may have
different employment and compensation practices
and may utilize different methodologies, exclusions,
estimates, and assumptions in calculating their own
pay ratios.
To identify our median employee, we used total cash
compensation for our estimated employee
population of 114,382 as of September 30, 2024. Our
workforce includes a large number of ship-based
employees who typically work six to eleven months
of the year and, as permitted by SEC rules, we did not
annualize the pay for our employees when identifying
our median employee.
We then applied a valid statistical sampling
methodology to identify employees who were paid
within a 1% range of the median. From these
employees, we then identified a representative
median employee from this group and calculated
that employee’s annual total compensation in fiscal
2024 consistent with Item 402(c) of Regulation S-K. This
figure includes gratuities directly billed to our guests
but excludes any cash gratuities paid directly to the
employee by guests. It also excludes room and
meals, transportation to and from the ship, and
medical care, which are provided to our ship-based
employees without charge.
Our CEO’s 2024 total compensation includes the
earned value of the 2022 ERA, a one-time cash
performance incentive described more fully in the
“Compensation Discussion and Analysis” section under
“Earnings Recovery Alignment Performance Incentive
Program.” Our CEO’s 2024 total compensation
excluding the ERA is $16,066,603 and the CEO pay
ratio is 953:1.
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and
Item 402(v) of Regulation S-K, following is information
about the relationship between executive
“compensation actually paid” and our financial
performance. This disclosure does not reflect the
value actually received or realized by our Named
Executive Officers or how our Compensation
Committees evaluate compensation decisions. Please
refer to the “Compensation Discussion and Analysis”
section for a discussion of our executive compensation
program objectives and program design to align
executive compensation with our performance.
TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS
PERFORMANCE
The following table discloses information on
“compensation actually paid” (“CAP”) to our Principal
Executive Officers (the “PEOs”) and the average CAP
to our other Named Executive Officers (the “non-PEO
Compensation
U.S. CEO PAY RATIO
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
NEOs”) during the specified years alongside total
shareholder return (“TSR”) and net income metrics,
as well as a company-selected measure of Adjusted
Operating Income. We identified this as the most
important measure we use in linking compensation
actually paid to our Named Executive Officers for 2024
to our performance, as Adjusted Operating Income
was the predominant metric used in evaluating
company-wide performance under our annual bonus
plan and is described in more detail in the
“Compensation Discussion and Analysis” section
above.
Year
Summary
Compensation
Table Total
for PEO
(1)
($)
Compensation
Actually Paid
to PEO
(2)
($)
Summary
Compensation
Table Total
for Former
PEO
(3)
($)
Compensation
Actually Paid
to Former
PEO
(2)
($)
Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs
(4)
($)
Average
Compensation
Actually
Paid to
Non-PEO
NEOs
(2)
($)
Value of
Initial Fixed
$100 Investment
Based On:
Net Income
(In millions)
(6)
($)
Adjusted
Operating
Income
(7)
($)
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
(5)
($)
2024
23,566,603
63,766,172
0
0
8,287,612
12,305,551
127.28
186.41
1,916
3,556
2023
13,808,603
23,274,493
—
—
3,659,890
5,224,395
75.38
103.18
(74)
1,887
2022
8,014,153
7,895,313
11,144,435
5,815,515
1,824,301
1,330,122
49.70
80.09
(6,093)
(3,914)
2021
—
—
15,063,788
11,157,235
3,304,831
2,721,255
88.19
102.56
(9,501)
(1,684)
(1)
Reflects total compensation of our current CEO, Josh Weinstein, as calculated in the Summary Compensation Table (the “SCT”).
(2)
The dollar amounts shown in these columns reflect “compensation actually paid” to the Named Executive Officers calculated in
accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity
compensation that may be realizable in future periods, and as such, the dollar amounts shown do not represent the actual
final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made
to each Named Executive Officer’s total compensation for each year to determine CAP are shown in the tables below. For
Mr. Weinstein, information is only included beginning with 2022, the first year in which he served as CEO.
(3)
Reflects the total compensation for our former CEO, Arnold Donald, who served as PEO until August 1, 2022, and is therefore
included in this table as an additional PEO in accordance with SEC rules. Amounts shown are calculated in the SCT for each of
the years shown.
(4)
Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the years shown. Our non-
PEO NEOs included in the table above are the following individuals: for 2024: David Bernstein, William Burke, Bettina Deynes, and
Enrique Miguez; for 2023: David Bernstein, William Burke, Bettina Deynes, Enrique Miguez, and Michael Thamm; for 2022:
David Bernstein, William Burke, Enrique Miguez, and Michael Thamm; and for 2021: Peter Anderson, David Bernstein, Enrique
Miguez, Arnaldo Perez, and Michael Thamm.
(5)
Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on November 30, 2020. As permitted by SEC rules,
the peer group referenced for purpose of the TSR comparison is the group of companies included in the Dow Jones U.S.
Recreational Services Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate
Peer Group used by the Compensation Committees for purposes of determining compensation paid to our Executive Officers
is described in the Compensation Discussion & Analysis section under “Peer Group Characteristics.”
(6)
Reflects after-tax net income (loss) prepared in accordance with GAAP for each of the years shown.
(7)
Adjusted Operating Income is a non-GAAP financial measure that represents operating income adjusted for gains and losses
on ship sales, restructuring costs and certain other gains and losses that are not part of our core operating business.
Compensation
PAY VERSUS PERFORMANCE
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
81
2024
2023
2022
2021
Weinstein
($)
Non-PEO NEOs
($)
Weinstein
($)
Non-PEO NEOs
($)
Donald
($)
Weinstein
($)
Non-PEO NEOs
($)
Donald
($)
Non-PEO NEOs
($)
Total Reported in SCT
23,566,603
8,287,612
13,808,603
3,659,890
11,144,435
8,014,153
1,824,301
15,063,788
3,304,831
Less, Value of Stock Grants
Reported in SCT
8,775,817
1,369,984
7,460,811
1,882,955
5,999,996
4,695,000
0
7,449,735
1,327,423
Plus, Year End Fair Value of
Equity Awards Granted in the
Year
23,129,206
3,610,685
14,167,138
3,246,175
2,984,968
4,965,000
0
6,289,618
1,205,892
Plus, Year over Year Change in
Fair Value of Outstanding and
Unvested Equity Awards
25,775,751
1,741,439
2,664,917
109,444
(2,695,390)
(443,809)
(578,848)
(2,925,955)
(507,063)
Plus, Fair Value as of Vesting
Date of Equity Awards
Granted and Vested in the
Year
0
0
0
0
0
0
0
0
0
Plus, Change in Fair Value
from Prior Year End to the
Vesting Date of Equity Awards
Granted in Prior Years that
Vested in the Year
70,429
35,799
94,646
91,840
381,498
54,969
84,669
179,519
45,018
Less, Fair Value at the End of
the Prior Year of Equity
Awards that Failed to Meet
Vesting Conditions in the Year
0
0
0
0
0
0
0
0
0
Plus, Value of Dividends or
Other Earnings Paid on Stock
or Option Awards not
Otherwise Reflected in Fair
Value or Total Compensation
0
0
0
0
0
0
0
0
0
Total Adjustments
48,975,386
5,387,924
16,926,701
3,447,459
671,076
4,576,160
(494,179)
3,543,182
743,846
Compensation Actually Paid
for Fiscal Year
63,766,172
12,305,551
23,274,493
5,224,395
5,815,515
7,895,313
1,330,122
11,157,235
2,721,255
TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING
COMPENSATION ACTUALLY PAID DURING 2024 TO COMPANY
PERFORMANCE
Below are the most important measures (unranked)
used by us to link compensation actually paid to our
Named Executive Officers for 2024 to our
performance. For further information regarding
these performance metrics and their function in our
executive compensation program, please see
“Compensation Discussion and Analysis” section
above.
Adjusted Operating Income
Adjusted EBITDA per ALBD
Return on Invested Capital
GHG Reduction
DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY
PAID AND FINANCIAL PERFORMANCE MEASURES
As described in more detail in the “Compensation Discussion and Analysis” section, our executive compensation
program reflects a pay-for-performance philosophy. The below graphical illustrations demonstrate the relationship
between compensation actually paid to the Named Executive Officers over the last three fiscal years as compared
to TSR, Net Income, and Adjusted Operating Income over the last three fiscal years. Generally, compensation
actually paid (for both the PEO(s) and non-PEO NEOs) since fiscal 2021 has increased or decreased as each of TSR,
Net Income, and Adjusted Operating Income has increased or decreased, respectively. In accordance with
Item 402(v) of Regulation S-K, we are providing the following descriptions (shown graphically) of the relationships
between information presented in the Pay versus Performance table.
Compensation
PAY VERSUS PERFORMANCE
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
$11.2M
$5.8M
$0.0M
$0.0M
$7.9M
$23.3M
$186.41
$2.7M
$1.3M
$5.2M
$88.19
$49.70
$75.38
$102.56
$80.09
$103.18
2022
2021
2023
2024
C
AP vs. TSR
$12.3M
$127.28
Compensation Actually Paid (Former PEO)
Compensation Actually Paid (PEO)
Avg. Compensation Actually Paid (Non-CEO NEOs)
Company TSR
Peer Group TSR
$0.0M
$63.8M
-$1684.0M
-$3914.0M
$1887.0M
$3556.0M
C
AP vs. Adjusted
O
perating Income
Compensation Actually Paid (Former PEO)
Compensation Actually Paid (PEO)
Avg. Compensation Actually Paid (Non-CEO NEOs)
Company Selected Metric - Adjusted Operating Income (base non-GAAP)
$11.2M
$5.8M
$0.0M
$0.0M
$7.9M
$23.3M
$2.7M
$1.3M
$5.2M
2022
2021
2023
2024
$0.0M
$12.3M
$63.8M
Compensation
PAY VERSUS PERFORMANCE
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
83
$11.2M
$5.8M
$0.0M
$0.0M
$7.9M
$23.3M
$2.7M
$1.3M
$5.2M
2022
2021
2023
2024
$0.0M
$12.3M
-$9501.0M
-$6093.0M
-$74.0M
$1916.0M
C
AP vs.
N
et Income
$63.8M
Compensation Actually Paid (Former PEO)
Compensation Actually Paid (PEO)
Avg. Compensation Actually Paid (Non-CEO NEOs)
Net Income (millions)
Compensation
PAY VERSUS PERFORMANCE
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Audit Matters
PROPOSAL 15
Appointment of Auditor of Carnival plc
and Ratification of Selection of
Independent Registered Public
Accounting Firm of Carnival
Corporation
PROPOSAL 16
Authorization to Determine the
Remuneration of Independent Auditor
of Carnival plc
The Audit Committee of the Board of Directors of
Carnival plc has selected Deloitte LLP as Carnival plc’s
independent auditor for the year ending
November 30, 2025. The Audit Committee of the
Board of Directors of Carnival Corporation has selected
Deloitte & Touche LLP as Carnival Corporation’s
independent registered public accounting firm for
the year ending November 30, 2025. Deloitte LLP and
Deloitte & Touche LLP are the respective UK and U.S.
member firms of Deloitte Touche Tohmatsu Limited.
In doing so, the Audit Committees confirm that the
selection is free from third party influence and no
restrictive contractual clauses have been imposed on
them. Representatives of both Deloitte LLP and
Deloitte & Touche LLP as the auditors for the fiscal
2024 audit are expected to be present at the Annual
Meetings of Shareholders, will have an opportunity to
make a statement if they desire to do so, and are
expected to be available to respond to appropriate
questions from shareholders.
Proposal 15 would appoint Deloitte LLP as the
independent auditor of Carnival plc for the fiscal
2025 audit. It is a requirement of Section 489(2) of
the Companies Act that Carnival plc appoint its
independent auditor before the end of a general
meeting at which its annual accounts and reports are
laid (which, in the case of Carnival plc, occurs this
year at its Annual General Meeting). Proposal 15 would
also ratify the selection of Deloitte & Touche LLP as
the independent registered public accounting firm of
Carnival Corporation.
Although ratification by our shareholders of the
appointment of an independent public accounting
firm of Carnival Corporation is not legally required, our
Boards of Directors believe that such action is
desirable as a matter of good corporate governance.
If our shareholders do not approve Proposal 15,
the Audit Committees will re-evaluate the appointment
and consider the selection of another accounting
firm.
Under Proposal 16, you are being asked to authorize
the Audit Committee of Carnival plc to determine the
remuneration of Deloitte LLP as the independent
auditor of Carnival plc.
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
85
The Boards of Directors unanimously recommend a vote FOR the appointment of
Deloitte LLP as Carnival plc’s independent auditor, the ratification of the selection of
Deloitte & Touche LLP as Carnival Corporation’s independent registered public
accounting firm and the authorization for the Audit Committee of Carnival plc to
determine the remuneration of Deloitte LLP.
Report of the Audit Committees
Carnival Corporation and Carnival plc are two separate
legal entities and, therefore, each has a separate
Board of Directors, each of which in turn has its own
Audit Committee. In accordance with their charter,
each Audit Committee assists the relevant Board of
Directors in carrying out its oversight of:
•
integrity of our financial statements;
•
performance of our internal audit functions,
including process and controls effectiveness and
efficiencies and investigations relating to asset
misappropriation, corruption and ethics, and
financial or non-financial manipulation;
•
independent auditors’ qualifications, effectiveness,
objectivity, independence, and performance; and
•
relevant elements of our risk management
programs, including 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.
Both Audit Committees are subject to the audit
committee independence requirements under the
corporate governance standards of the New York Stock
Exchange and relevant SEC rules, and the Audit
Committee of Carnival plc is also subject to the
requirements of the UK Corporate Governance Code
and the Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules. The two Audit
Committees have identical members and each
currently consists of four independent (as defined by
the listing standards of the New York Stock Exchange,
SEC rules, and the UK Corporate Governance Code)
Non-Executive Directors. The Carnival Corporation
Board of Directors has determined that each member
of the Audit Committees is both “independent” and
an “audit committee financial expert,” as defined by
SEC rules and New York Stock Exchange listing
standards. In addition, the Carnival plc Board of
Directors has determined that each member of the
Audit Committees has “recent and relevant financial
experience” for purposes of the UK Corporate
Governance Code and that the Audit Committees, as
a whole, have competence relevant to the sector in
which Carnival Corporation & plc operate.
Management has primary responsibility for our
financial reporting process, including the system of
internal control and risk management, and for the
preparation of consolidated financial statements. The
independent auditors are responsible for performing
an independent audit of our financial statements and
expressing an opinion on the conformity of those
financial statements with U.S. generally accepted
accounting principles, UK-adopted international
accounting standards or United Kingdom Generally
Accepted Accounting Practice, as applicable. The Audit
Committees are responsible for (a) monitoring and
overseeing the financial reporting process and the
preparation of consolidated financial statements,
(b) supervising the relationship between Carnival
Corporation and Carnival plc and their independent
auditors, (c) overseeing any competitive tender
process with respect to audit firms, and (d) reviewing
the group’s systems of internal controls and
compliance with the group Code of Business Conduct
and Ethics. The Audit Committees have met and
held discussions with management of Carnival
Corporation & plc and the independent auditors. In
this context, management represented to the Audit
Committees that Carnival Corporation & plc’s
consolidated financial statements were prepared in
accordance with U.S. generally accepted accounting
principles and that Carnival plc’s group financial
statements were prepared in accordance with UK-
adopted international accounting standards and the
parent company financial statements in accordance
with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards,
comprising FRS 101 “Reduced Disclosure Framework,”
and applicable law). Where necessary, amendments
Audit Matters
REPORT OF THE AUDIT COMMITTEES
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
are made in the Carnival plc financial statements to
take advantage of the exemptions available under
FRS 101 Reduced Disclosure Framework.
The Audit Committees:
•
reviewed and discussed Carnival Corporation &
plc’s audited consolidated financial statements for
the year ended November 30, 2024 with Carnival
Corporation & plc’s management and with Carnival
Corporation’s independent auditor;
•
reviewed and discussed Carnival plc’s audited
consolidated financial statements for the year
ended November 30, 2024 with Carnival plc’s
management and with Carnival plc’s independent
auditor;
•
discussed with the independent auditors the
matters required to be discussed by the applicable
requirements of the Public Company Accounting
Oversight Board, the SEC, and the UK Financial
Reporting Council (“FRC”); and
•
received the written disclosures and the letter
from the independent auditors required by
applicable requirements of the Public Company
Accounting Oversight Board and the FRC regarding
the independent auditors’ communications with
the Audit Committees concerning independence
and discussed with the independent auditors their
independence.
The Audit Committees also considered whether the
provision to the relevant entity by the independent
auditors of non-audit services was compatible with
maintaining the independence of the independent
auditors under the independence rules in the U.S. and
the UK. Based on the reviews and discussions
described above, the Audit Committees recommended
to the Boards of Directors that the audited
consolidated financial statements of Carnival
Corporation & plc be included in Carnival
Corporation & plc’s 2024 Annual Report on Form 10-K
for filing with the SEC. In addition, the Audit
Committees recommended that the audited Carnival
plc financial statements be included in the Carnival
plc Annual Report for the year ended November 30,
2024.
THE AUDIT COMMITTEE OF CARNIVAL CORPORATION
THE AUDIT COMMITTEE OF CARNIVAL PLC
JASON GLEN CAHILLY
LAURA WEIL
Chair
SARA MATHEW
STUART SUBOTNICK
Audit Matters
REPORT OF THE AUDIT COMMITTEES
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
87
Independent Registered Public Accounting Firm
AUDIT AND NON-AUDIT FEES
Deloitte & Touche LLP and Deloitte LLP were the
auditors of Carnival Corporation and Carnival plc,
respectively, during fiscal 2024.
PricewaterhouseCoopers LLP were the auditors of
Carnival Corporation and Carnival plc during fiscal
2023 and fiscal 2022. Aggregate fees billed by the
foregoing audit firms for professional services
rendered to Carnival Corporation and Carnival plc for
the years ended November 30, 2024, 2023 and
2022 were as follows (in millions):
Fiscal Year Ended
Type of Fee
2024
($ in millions)
2023
($ in millions)
2022
($ in millions)
Audit fees
7.1
6.6
6.3
Audit-related fees
0
(1)
0
(1)
0.1
Tax fees
0
0
0
All other fees
0.1
0
(1)
0
(1)
Total
7.2
6.6
6.4
(1)
Less than $50,000.
•
AUDIT FEES
for 2024, 2023 and 2022 were for
professional services rendered for the integrated
audits of the Carnival Corporation & plc consolidated
financial statements and systems of internal
control over financial reporting, quarterly reviews
of our joint Quarterly Reports on Form 10-Q, the
audits of the Carnival plc financial statements,
consents, registration statements, statutory audits
of various international subsidiaries and the
issuance of comfort letters.
•
AUDIT-RELATED FEES
for 2024 were for agreed
upon procedures related to customs and border
protection data. Audit-related fees for 2023 were
principally for agreed upon procedures related to
customs and border protection data. Audit-related
fees for 2022 were principally for services rendered
for the audit of one of our sustainability reports.
•
ALL OTHER FEES
for 2024 were principally for
services rendered for UK and Italian regulatory
reporting. All other fees for 2023 and 2022 were
principally for services rendered for UK regulatory
reporting.
All of the services described above were approved by
the Audit Committees (including pre-approval of
services relating to registration statements and
issuance of comfort letters up to a cap), and in doing
so, the Audit Committees did not rely on the
de
minimis
exception set forth in Rule 2-01(c)(7)(i)(C)
under Regulation S-X. The above fees exclude the
reimbursement of expenses.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE
NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Audit Committees have adopted Key Policies and
Procedures which address, among other matters,
pre-approval of audit and permissible non-audit
services provided by the independent registered
public accounting firm. The Key Policies and
Procedures require that all services to be provided by
the independent registered public accounting firm
must be approved by the Audit Committees prior to
the performance of such services. The Audit
Committees consider whether the services requested
are consistent with the rules of the SEC and UK
Financial Reporting Council on auditor independence.
Audit Matters
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
Other Proposals
PROPOSAL 17
Receipt of Accounts and Reports of
Carnival plc
The Directors of Carnival plc are required by the
Companies Act to present Carnival plc’s financial
statements, the UK statutory Directors’ Report, the
UK statutory Strategic Report and the auditor’s report
relating to those accounts to the Carnival plc
shareholders. Accordingly, the Directors of Carnival
plc lay before the Annual Meetings of Shareholders
the Carnival plc accounts and the reports of the
Directors and auditor for the year ended
November 30, 2024, which have been approved by
and signed on behalf of Carnival plc’s Board of
Directors and will be delivered to the Registrar of
Companies in the UK following the Annual Meetings
of Shareholders. Shareholders are voting to approve
receipt of these documents, as UK law does not
require shareholder approval of the substance and
content of these documents. The UK statutory
Directors’ Report is attached as Annex A to this Proxy
Statement and the UK statutory Strategic Report
accompanies the Carnival plc financial statements.
The full accounts and reports of Carnival plc will be
available for inspection prior to and during the Annual
Meetings of Shareholders.
The Boards of Directors unanimously recommend a vote FOR the receipt of the
accounts and reports of Carnival plc for the year ended November 30, 2024.
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
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89
PROPOSAL 18
Approval of the Grant of Authority to
Allot New Carnival plc Shares
PROPOSAL 19
Approval of the Disapplication of
Pre-Emption Rights Applicable to
Carnival plc
Summary
Proposal 18 authorizes the Directors of Carnival plc
to allot, until the end of the next Annual General
Meeting of Carnival plc (or, if earlier, until the close of
business on July 15, 2026), a maximum number of
Carnival plc ordinary shares (or to grant rights to
subscribe for or convert any securities into ordinary
shares up to a maximum aggregate amount) without
further shareholder approval. Proposal 19 empowers
the Directors of Carnival plc to allot (or sell any
ordinary shares which Carnival plc elects to hold in
treasury) a maximum number of Carnival plc ordinary
shares for cash without first offering them to existing
shareholders in accordance with the pre-emption
rights that would otherwise be applicable. If given, this
power will expire at the end of the next Annual
General Meeting of Carnival plc (or, if earlier, the
close of business on July 15, 2026). The authorizations
given at the last Annual General Meeting of Carnival
plc are due to expire at the end of this year’s Annual
General Meeting of Carnival plc. As is the case with
many UK companies, these resolutions are proposed
each year as the Directors believe occasions may
arise from time to time when it would be beneficial
for shares to be allotted without further shareholder
approval and for shares to be allotted for cash
without making a pre-emptive offer. The Carnival plc
Directors have no current commitments or plans to
allot additional shares of Carnival plc using these
authorities.
Discussion
Under Article 30 of the Articles of Association of
Carnival plc, the Directors have, for a “prescribed
period,” unconditional authority to allot ordinary
shares in Carnival plc up to an aggregate nominal
amount known as the “allotment amount.”
The power to implement the authority provided by
Article 30 is sought each year by the proposal of an
ordinary resolution to establish the prescribed period
and the allotment amount. By passing this ordinary
resolution, shareholders are authorizing the Board of
Carnival plc to issue, during the prescribed period, a
maximum number of shares having an aggregate
nominal value equal to the allotment amount, without
further shareholder approval. In the absence of
such approval, the issuance of any additional shares
would require shareholder approval.
Other Proposals
PROPOSAL 18—APPROVAL OF THE GRANT OF AUTHORITY TO ALLOT NEW CARNIVAL PLC SHARES
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Under Article 31 of the Articles of Association of
Carnival plc, the Directors have, for the same
“prescribed period” referred to above, power to allot
a small number of ordinary shares for cash without
making a pre-emptive offer to existing shareholders,
up to an aggregate nominal amount known as the
“disapplication amount.”
The power to implement the authority provided by
Article 31 is sought each year by the proposal of a
special resolution to establish the disapplication
amount. By passing this special resolution,
shareholders are authorizing the Board of Carnival
plc to issue, during the prescribed period, an amount
of shares having an aggregate nominal value equal
to the disapplication amount, for cash without first
offering them to existing shareholders of Carnival plc.
The Third Amended and Restated Articles of
Incorporation of Carnival Corporation do not contain
equivalent provisions and holders of Carnival
Corporation common stock do not have pre-emption
rights. Accordingly, no action is required in respect
of the ability of Carnival Corporation to allot shares or
to disapply pre-emption rights.
In common with many UK companies, resolutions to
renew the prescribed period and re-establish the
allotment amount and the disapplication amount are
normally proposed each year as the Directors
believe occasions may arise from time to time when
it would be beneficial for shares to be allotted and for
shares to be allotted for cash without making a pre-
emptive offer. This is the purpose of Proposal 18 (an
ordinary resolution) and Proposal 19 (a special
resolution). As usual, the prescribed period is the
period from the passing of the resolutions until the
end of the next Annual General Meeting (or, if earlier,
until the close of business on July 15, 2026).
Guidelines issued by the Investment Association,
whose members are some of the largest institutional
investors in UK listed companies, require the
allotment amount to be limited to one-third of the
issued ordinary share capital (except in the case of a
fully pre-emptive offer). By reference to Carnival plc’s
issued ordinary share capital on January 13, 2025,
the maximum allotment amount in paragraph (a) of
Proposal 18 is $103,853,794, which is equal to
62,562,526 new Carnival plc ordinary shares, being
one-third of the amount of the issued ordinary share
capital (excluding treasury shares).
In line with guidance issued by the Investment
Association, paragraph (b) of Proposal 18 would give
the Directors of Carnival plc authority to allot ordinary
shares or grant rights to subscribe for or convert
any securities into ordinary shares in connection with
a pre-emptive offer in favor of ordinary shareholders
up to an aggregate nominal amount equal to
$207,707,591 (representing 125,125,054 ordinary
shares), as reduced by the nominal amount of any
shares issued under paragraph (a) of Proposal 18. This
amount (before any reduction) represents
approximately two-thirds of the issued ordinary
share capital (excluding treasury shares) of Carnival
plc as at January 13, 2025. However, if they do exercise
the authorities given to them if Proposals 18 and 19
are passed, the Directors intend to follow the
Investment Association’s recommendations
concerning their use.
The Pre-Emption Group, a group comprising
representatives of UK listed companies, investment
institutions and corporate finance practitioners and
formed under the support of the London Stock
Exchange, issued a revised Statement of Principles
on Disapplying Pre-Emption Rights in November 2022
(the “Statement of Principles”) to align with the
recommendations made in the UK Secondary Capital
Raising Review. The Statement of Principles
recommends that a resolution to disapply the
statutory pre-emption rights provided by UK company
law should be limited to an amount of equity
securities not exceeding 10% of the nominal value of
a company’s issued ordinary share capital (with a
further authority of no more than 2% to be used only
for the purposes of making a follow-on offer to
retail investors and existing shareholders).
The powers requested under Proposal 19 reflect the
revised Statement of Principles. Proposal 19, if
approved, will give the Directors of Carnival plc
authority to allot Carnival plc shares and to sell
treasury shares for cash otherwise than to existing
shareholders in proportion to their holdings (i) up to
a maximum nominal value of $31,156,138,
representing 10% of Carnival plc’s issued ordinary
share capital (excluding treasury shares) on January 13,
2025 and (ii) up to an additional maximum nominal
amount equal to 20% of any allotments or sales made
Other Proposals
PROPOSAL 19—APPROVAL OF THE DISAPPLICATION OF PRE-EMPTION RIGHTS APPLICABLE TO CARNIVAL PLC
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under (i) to be used for follow-on offers of a kind
contemplated by paragraph 3 of Part 2B of the
Statement of Principles. In other words, pursuant to
(ii), Carnival plc can issue shares representing up to a
further 2% of its issued ordinary share capital
(excluding treasury shares), but this can only be used
for follow-on offers to existing shareholders of
Carnival plc not allocated shares under an issuance
made pursuant to (i) and otherwise of a kind
contemplated by paragraph 3 of Part 2B of the
Statement of Principles. This is equal to an aggregate
of 22,522,508 new Carnival plc ordinary shares.
The Directors of Carnival plc confirm their intention
to follow the shareholder protections in paragraph 1
of Part 2B of the Statement of Principles in the exercise
of the power to disapply the statutory pre-emption
rights and, in relation to any follow-on offer, the
expected features of a follow-on offer as set out in
paragraph 3 of Part 2B of the Statement of Principles.
In summary, if Proposals 18 and 19 were passed, the
extent of the authority of the Directors to allot new
Carnival plc ordinary shares for cash (other than
pursuant to an employee share scheme) on terms
which would be dilutive to the existing shareholdings
of Carnival plc shareholders, without further
shareholder approval, would be limited to 22,522,508
new Carnival plc ordinary shares. The Directors have
no current commitments or plans to allot additional
shares of Carnival plc under these authorities.
Furthermore, the adoption of Proposals 18 and 19
would have no material effect on the ability of Carnival
plc to undertake or defend against a takeover
attempt.
As of January 13, 2025, 29,718,429 Carnival plc
ordinary shares are held by Carnival plc in treasury,
representing 15.8% of the issued ordinary share
capital (excluding treasury shares) of Carnival plc as
at January 13, 2025.
The Boards of Directors unanimously recommend a vote FOR the approval of limits on
the authority to allot Carnival plc shares and the disapplication of pre-emption rights
for Carnival plc.
Other Proposals
PROPOSAL 19—APPROVAL OF THE DISAPPLICATION OF PRE-EMPTION RIGHTS APPLICABLE TO CARNIVAL PLC
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PROPOSAL 20
Approval of the Amendment to the
Carnival Corporation 1993 Employee
Stock Purchase Plan
We are seeking shareholder approval of an
amendment (the “Amendment”) to the Carnival
Corporation 1993 Employee Stock Purchase Plan (the
“ESPP”) to increase the number of shares of common
stock authorized for issuance thereunder by 4 million
shares to a total of 8 million shares. The Amendment
is attached as Exhibit D to this Proxy Statement.
On recommendation of the Compensation
Committees, the Boards of Directors approved the
Amendment, subject to shareholder approval at the
2025 Annual Meetings of Shareholders. If shareholders
approve the Amendment, it will become effective
immediately.
Why We are Requesting Approval of the Amendment
The ESPP was initially adopted by the Boards and
shareholders in 1993. The ESPP is intended as a
valuable tool that allows us to motivate and retain
our employees and align their interests with those of
Carnival Corporation & plc and our stockholders. It
allows eligible employees of Carnival Corporation to
purchase Carnival Corporation shares of common
stock at a discount through accumulated payroll
deductions or via lump sum contributions during
semi-annual purchase periods.
As of January 13, 2025, there were approximately
4 million shares of common stock authorized for
issuance under the ESPP (after adjustments for the
impact of two 2:1 stock splits over the life of the ESPP)
and 498,629 shares of common stock remained
available for issuance and purchase. Based on our
estimates and projections, the ESPP is expected to run
out of available shares of common stock during
2026. To continue to offer this benefit beyond that
time, we are proposing the Amendment to increase
the number of shares of common stock authorized for
issuance under the ESPP to 8 million which will
increase the number of shares available for issuance
and purchase under the ESPP to 4,498,629.
The Amendment was approved by the Boards on
January 21, 2025 upon recommendation of the
Compensation Committees, subject to shareholder
approval. If the Amendment is approved, we expect
that the additional shares of common stock should
last through approximately December 2035. If the
Amendment is not approved by our shareholders, we
may be required to discontinue the ESPP, which
could negatively impact our ability to recruit, motivate
and retain our employees.
Carnival Corporation and Carnival plc operate a DLC
arrangement. Carnival Corporation’s common
stock are Carnival plc’s ordinary shares are publicly
traded on the New York Stock Exchange and the
London Stock Exchange, respectively. We also have a
separate Carnival plc UK Employee Share Purchase
Plan and a Carnival plc 2005 Employee Stock Purchase
Plan. The proposed Amendment to the ESPP will
have no impact on those plans.
Summary of the Material Features of the Amended ESPP
The ESPP, as proposed to be amended by the
Amendment, is referred to as the “Amended ESPP.”
The following summary of the material features of the
Amended ESPP is qualified in its entirety by reference
to the complete text of the Amended ESPP. The
Amended ESPP is intended to qualify as an “employee
stock purchase plan” under Section 423 of the
Internal Revenue Code of 1986, as amended (the
“Code”).
Other Proposals
PROPOSAL 20—APPROVAL OF THE AMENDMENT TO THE CARNIVAL CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN
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Purpose.
The purpose of the Amended ESPP is to
provide eligible employees with the opportunity to
acquire a proprietary interest in Carnival Corporation
common stock. We believe that offering this
opportunity will strengthen our ability to attract and
retain the services of experienced and knowledgeable
employees and more closely align the interests of
such employees with those of our shareholders.
Administration
. The Amended ESPP is administered
by the Compensation Committees. The composition
of the Compensation Committee is described in this
Proxy Statement under “Board and Committee
Governance—Board Committees.”
Eligibility
. The Amended ESPP is a broad-based plan
in which all members of the Board of Directors, all
corporate officers, and any other employees of
Carnival Corporation and any of its subsidiaries that
have adopted the Amended ESPP are eligible to
participate, provided they (a) are regular full-time
employees or part-time employees whose customary
employment is for more than 15 hours per week or
more and for five months or more per year, (b) have
been working for Carnival Corporation or a
participating company for at least six months of
continuous service, and (c) do not own 5% or more of
the total combined voting power or value of our
stock. As of November 30, 2024, approximately
129,000 employees were eligible to participate in the
Amended ESPP.
Shares available under the ESPP
. The number of
shares of common stock authorized for issuance
under the Amended ESPP is 8,000,000. The number
of shares of common stock available for purchase and
issuance under the Amended ESPP is 4,498,629.
Shares of common stock subject to the Amended
ESPP may be shares of authorized and unissued
common stock, shares of issued common stock held
in treasury, or both. The number of shares available
for purchase under the Amended ESPP, the number
and type of shares covered by, or with respect to which
payments are measured under, outstanding rights
and prices specified therein, may be changed by the
Compensation Committees in the event of a
reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger,
consolidation or other change in the common stock,
subject to the limitations of Section 424 of the Code.
On January 13, 2025, the closing price of our
common stock, as reported on the New York Stock
Exchange, was $23.89.
Offering Periods.
Shares of common stock pursuant
to the Amended ESPP are offered to eligible
employees in a series of semi-annual offerings
beginning on the first business day of each January
and July during which the Amended ESPP is in effect.
Participation
. Participation in the Amended ESPP is
voluntary. During each enrollment period, an eligible
employee may elect to enroll in the Amended ESPP by
enrolling in such form as proscribed by the
Compensation Committees and making either a
withholding election or a deposit election indicating
the amounts to be deducted from the participant’s
compensation or deposited in cash or a money order,
and authorizing us to apply those amounts to
purchase shares of our common stock. A participant
may increase, decrease or stop the amount to be
deducted from his or her compensation by completing
a withholding election during the prescribed period.
If the eligible employee elects to make deposits, such
deposit must be delivered to Carnival Corporation
on or before the 20th day prior to the Investment Date
(defined as the last Friday of each offering period).
The deposit election is effective only for the offering
for which it is filed. If the eligible employee makes a
withholding election, such employee will be deemed
to continue participation through payroll deductions
for each subsequent offering until the eligible
employee submits a new withholding election or the
election ceases to be effective. If an eligible employee
who has made a withholding election ceases to be
eligible for payroll deductions at any time during an
offering, any balance in his or her purchase account
will be applied towards the purchase of shares on
the next Investment Date.
Participating employees may not purchase less than
$50, or any other amount as determined by the
Compensation Committees, during each offering
period. No eligible employee may purchase shares of
common stock under the Amended ESPP if such
shares, together with shares purchased by such
participant under all other employee stock purchase
plans of Carnival Corporation or its subsidiaries, would
have a fair market value in excess of $25,000 per
calendar year. In addition, the maximum number of
shares of common stock any participant can acquire in
a single offering period is 2,000.
Purchase Price.
At the end of each offering period
(in June and December, respectively), each participant
purchases the number of whole shares of common
stock and fractional shares that the participant’s
Other Proposals
PROPOSAL 20—APPROVAL OF THE AMENDMENT TO THE CARNIVAL CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN
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accumulated payroll deductions or deposits during
that offering period will buy at a purchase price equal
to the lesser of (a) the greater of (1) 85% of the
average of the fair market value of one share of our
common stock on the grant date, the Investment Date,
and the last Friday of each month within the offering
period and (2) 85% of the fair market value of one
share on the grant date, or (b) 85% of the fair market
value of our common stock on the Investment
Date.
Restrictions
. A participant is precluded from selling
or otherwise alienating or assigning the shares of
common stock purchased under the Amended ESPP
for one year from the purchase date, subject to certain
exemptions.
Ceasing employment
. In the event of a participant’s
death, retirement or termination of employment,
the participant will cease to actively participate in the
Amended ESPP, and the participant’s payroll
deductions and enrollment will be canceled.
Amendment and Termination
. The Amended ESPP
may be terminated or amended at any time by the
Boards of Directors, subject to all applicable laws
and stock exchange listing requirements. No
termination, modification or amendment of the
Amended ESPP, without the consent of any participant,
may adversely affect the rights of such participant
that is specified in the Amended ESPP with respect to
his or her right to withdraw any shares of common
stock or to withdraw or invest any balance then
standing to the participant’s credit.
Plan Funding and Qualification
. The Amended
ESPP is intended to be an unfunded plan and is not
qualified under Section 401 of the Code. The Amended
ESPP is not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974, as
amended. Proceeds from the sale of our common
stock pursuant to the Amended ESPP will constitute
general funds of the Carnival Corporation and will not
be held in a separate fund or trust. If approved by
our shareholder at the 2025 Annual Meetings of
Shareholders, the Amended ESPP will be a qualified
plan under Section 423 of the Code, provided all
operational qualification requirements are met.
Plan Benefits
. The benefits that will be received by
or allocated to participants in the Amended ESPP in
the future cannot be determined at this time because
the amount of contributions set aside to purchase
shares of common stock under the Amended ESPP
(subject to the limits of the plan) are entirely within the
discretion of each participant.
United States Federal Income Tax Consequences
The following is a general summary under current
law of the material U.S. federal income tax
consequences to an employee who participates in
the Amended ESPP. This summary deals with the
general U.S. federal income tax principles that apply
and is provided only for general information. Certain
kinds of taxes, such as state, local and foreign
income taxes and federal employment taxes, are not
discussed. Tax laws are complex and subject to
change and may vary depending on individual
circumstances and from locality to locality. This
summary also assumes that the Amended ESPP
complies with Section 423 of the Code and is based
on the tax laws in effect as of the date of this Proxy
Statement. Changes to these laws could alter the tax
consequences described below. The summary does
not discuss all aspects of federal income taxation that
may be relevant in light of a participant’s personal
circumstances. This summarized tax information is
not tax advice and a recipient of an award should rely
on the advice of his or her legal and tax advisors.
The right of participants to make purchases under
the Amended ESPP are intended to qualify under the
provisions of Section 423 of the Code. Under the
applicable Code provisions, an employee participant
will pay no federal income tax upon enrolling in the
Amended ESPP or upon purchase of the Carnival
Corporation shares of common stock, and no income
will be taxable to a participant until the sale or
other disposition of the shares of common stock
purchased under the Amended ESPP. Upon such sale
or disposition, the participant will generally be
subject to tax in an amount that depends upon the
length of time such shares are held by the participant
prior to disposing of them.
If the participant sells or otherwise disposes of the
shares of common stock more than two years from
the first day of the offering period during which the
shares of common stock were purchased and more
than one year from the date of purchase, or if the
participant dies while holding the shares, the
participant (or his or her estate) will recognize
ordinary income in the year of sale or disposition
Other Proposals
PROPOSAL 20—APPROVAL OF THE AMENDMENT TO THE CARNIVAL CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN
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equal to the lesser of (1) the excess of the fair market
value of the shares of common stock at the time of
such sale or disposition over the purchase price, or
(2) an amount equal to 15% of the fair market value of
the shares of common stock as of the first day of
the offering period. Any additional gain will be treated
as long-term capital gain. If the shares of common
stock are held for the holding periods described above
but are sold for a price that is less than the purchase
price, there is no ordinary income and the
participating employee has a long-term capital loss
for the difference between the sale price and the
purchase price.
If the participant sells or otherwise disposes of the
shares of common stock before the expiration of the
holding periods described above, the participant
will recognize ordinary income in the year of the sale
or disposition generally measured as the excess of
the fair market value of the shares of common stock
on the date of purchase over the purchase price. Any
additional gain or loss on such sale or disposition
will be long-term or short-term capital gain or loss,
depending on how long the shares of common stock
were held following the date they were purchased
by the participant prior to disposing of them.
We are not entitled to a deduction for amounts taxed
as ordinary income or capital gain to a participant
except to the extent of ordinary income recognized
by an employee upon a sale or disposition of shares
prior to the expiration of the holding periods described
above.
Securities Authorized for Issuance under Equity
Compensation Plans
Set forth below is a table that summarizes
compensation plans, including individual
compensation arrangements, under which Carnival
Corporation equity securities are authorized for
issuance as of November 30, 2024.
Plan Category
Number of securities to be
issued upon exercise of
warrants and rights
(in millions)
(a)
Weighted-average exercise
price of outstanding
warrants and rights
Number of securities
remaining available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(in millions)
Equity compensation plans
approved by security holders
9.2
(1)
0
24.7
(2)
Equity compensation plans not
approved by security holders
0
N/A
N/A
Total
9.2
0
24.7
(1)
Represents 9.2 million of restricted share units outstanding under the Carnival Corporation 2020 Stock Plan.
(2)
Includes Carnival Corporation common stock available for issuance as of November 30, 2024 as follows: 0.6 million under the
Carnival Corporation 1993 Employee Stock Purchase Plan, which includes 118,406 shares subject to purchase during the current
purchase period, and 24.1 million under the Carnival Corporation 2020 Stock Plan.
The Boards of Directors unanimously recommend a vote FOR the approval of the
amendment to the Carnival Corporation 1993 Employee Stock Purchase Plan.
Other Proposals
PROPOSAL 20—APPROVAL OF THE AMENDMENT TO THE CARNIVAL CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN
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Questions and Answers
Questions Applicable to All Shareholders
WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?
The information included in this Proxy Statement
relates to the proposals to be voted on at the Annual
Meetings of Shareholders, the voting process, the
compensation of Directors and certain Executive
Officers and certain other information required by
rules promulgated by the SEC and the New York Stock
Exchange applicable to both companies. We have
attached as Annexes A, B and C to this Proxy Statement
information that Carnival plc is required to provide
to its shareholders under applicable UK rules. The
amendment to Carnival Corporation Employee Stock
Purchase Plan is attached as Annex D.
WHAT PROPOSALS WILL BE VOTED ON AT EACH OF THE ANNUAL MEETINGS OF
SHAREHOLDERS?
PROPOSALS 1-11
PROPOSAL 16
To re-elect 11 Directors, each to serve as a Director of
Carnival Corporation and as a Director of Carnival plc
To authorize the Audit Committee of Carnival plc to
determine the remuneration of the independent
auditor of Carnival plc
PROPOSAL 12
PROPOSAL 17
To hold a (non-binding) advisory vote to approve
executive compensation
To receive the accounts and reports of the Directors
and auditor of Carnival plc for the fiscal year ending
November 30, 2024
PROPOSAL 13
PROPOSAL 18
To hold a (non-binding) advisory vote to approve the
Carnival plc Directors’ Remuneration Report (other
than the section containing the Carnival plc Directors’
Remuneration Policy)
To approve the giving of authority for the allotment
of new shares by Carnival plc
PROPOSAL 14
PROPOSAL 19
To approve the Carnival plc Directors’ Remuneration
Policy
To approve, subject to Proposal 18 passing, the
disapplication of pre-emption rights in relation to
the allotment of new shares and sale of treasury
shares by Carnival plc
PROPOSAL 15
PROPOSAL 20
To appoint Deloitte LLP as independent auditor of
Carnival plc and to ratify the selection of Deloitte &
Touche LLP as the independent registered public
accounting firm of Carnival Corporation
To approve the amendment to the Carnival
Corporation 1993 Employee Stock Purchase Plan
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WHAT IS THE VOTING RECOMMENDATION OF THE BOARDS OF DIRECTORS?
Your Boards of Directors recommend that you vote your shares
FOR
Proposals 1
through 20.
HOW DOES THE DLC ARRANGEMENT AFFECT MY VOTING RIGHTS?
On most matters that affect all of the shareholders of
Carnival Corporation and Carnival plc, the
shareholders of both companies effectively vote
together as a single decision-making body. These
matters are called “joint electorate actions.” Combined
voting is accomplished through the special voting
shares that have been issued by each company.
Certain matters specified in the organizational
documents of Carnival Corporation and Carnival plc
where the interests of the two shareholder bodies
may diverge are called “class rights actions.” The class
rights actions are voted on separately by the
shareholders of each company. If either group of
shareholders does not approve a class rights action,
that action generally cannot be taken by either
company. All of the proposals to be voted on at the
Annual Meetings of Shareholders are joint electorate
actions, and there are no class rights actions.
GENERALLY, WHAT ACTIONS ARE JOINT ELECTORATE ACTIONS?
Any resolution to approve an action other than a
class rights action or a procedural resolution
(described below) is designated as a joint electorate
action. The actions designated as joint electorate
actions include:
•
the appointment, removal, election or re-election
of any Director of either or both companies;
•
if required by law, the receipt or adoption of the
annual accounts of both companies;
•
the appointment or removal of the independent
auditor of either company;
•
a change of name by either or both companies;
and
•
the implementation of a mandatory exchange of
Carnival plc ordinary shares for Carnival Corporation
common stock based on a change in tax laws,
rules or regulations.
The relative voting rights of Carnival plc ordinary
shares and Carnival Corporation common stock are
equalized based on a ratio which we refer to as the
“equalization ratio.” Based on the current equalization
ratio of 1:1, each share of Carnival Corporation
common stock has the same voting rights as one
Carnival plc ordinary share on joint electorate actions.
HOW ARE JOINT ELECTORATE ACTIONS VOTED ON?
Joint electorate actions are voted on as follows:
•
Carnival plc shareholders vote at the Annual
General Meeting of Carnival plc (whether in person
or by proxy). Voting is on a poll (or ballot), which
remains open for sufficient time to allow the vote
at the Carnival Corporation Annual Meeting of
Shareholders to be held and reflected in the Carnival
plc Annual General Meeting through the mechanism
of the special voting share. An equivalent vote is
cast at the subsequent Carnival Corporation Annual
Meeting of Shareholders on each of the
corresponding resolutions through a special voting
share issued by Carnival Corporation; and
•
Carnival Corporation shareholders vote at the
Carnival Corporation Annual Meeting of
Shareholders (whether in person or by proxy).
Voting is by ballot (or on a poll), which remains open
for sufficient time to allow the vote at the Annual
General Meeting of Carnival plc Shareholders to be
reflected in the Annual Meeting of Carnival
Questions and Answers
QUESTIONS APPLICABLE TO ALL SHAREHOLDERS
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Corporation Shareholders through the mechanism
of the special voting share. An equivalent vote is
cast on the corresponding resolutions at the
Carnival plc Annual General Meeting through a
special voting share issued by Carnival plc.
A joint electorate action is approved if it is approved
by:
•
a simple majority of the votes cast in the case of an
ordinary resolution (or not less than 75% of the
votes cast in the case of a special resolution, if
required by applicable law and regulations or
Carnival plc’s Articles of Association) by the holders
of Carnival plc’s ordinary shares and the holder
of the Carnival plc special voting share voting as a
single class at a meeting at which a quorum was
present and acting;
•
a simple majority of the votes cast (or other
majority if required by applicable law and
regulations or the Carnival Corporation Articles of
Incorporation and By-laws) by the holders of
Carnival Corporation common stock and the holder
of the Carnival Corporation special voting share,
voting as a single class at a meeting which a quorum
was present and acting; and
•
a minimum of one-third of the total votes available
to be voted by the combined shareholders must
be cast on each resolution for it to be effective.
Formal abstentions (or votes withheld) by a
shareholder on a resolution will be counted as
having been “cast” for this purpose.
HOW ARE THE DIRECTORS OF EACH COMPANY ELECTED OR RE-ELECTED?
Resolutions relating to the election or re-election of
Directors are considered as joint electorate actions.
No person may be a member of the Board of Directors
of Carnival Corporation or Carnival plc without also
being a member of the Board of Directors of the other
company. There are 11 nominees for re-election to
the Board of Directors of each company this year.
Each nominee currently serves as a Director of Carnival
Corporation and Carnival plc. All nominees for
Director are to be re-elected to serve until the next
Annual Meetings of Shareholders or until their
successors are elected.
Carnival plc’s Articles of Association currently require
Directors to submit themselves for election by
shareholders at the first Annual General Meeting
following their initial appointment to the Board of
Directors and for re-election thereafter at subsequent
Annual General Meetings at intervals of no more
than three years. The Boards of Directors have
decided, in accordance with the UK Corporate
Governance Code, to submit all Directors for re-
election on an annual basis.
WHAT VOTES ARE REQUIRED TO APPROVE THE PROPOSALS?
Proposals
Vote Required
•
Proposals 1 through 18 and 20
will be proposed as
ordinary
resolutions
.
For ordinary resolutions, the
required majority is more than 50% of the
combined votes cast
at this meeting and the Annual Meeting of Carnival
Corporation Shareholders.
•
Proposal 19 will be proposed as a
special resolution
.
For special resolutions, the
required majority is not less than 75% of the
combined votes cast
at this meeting and the Annual Meeting Carnival
Corporation Shareholders.
Proposal 19 is required to be approved by not less
than 75% of the combined votes cast at both Annual
Meetings of Shareholders. Each of the other proposals,
including the re-election of Directors, requires the
approval of a majority of the combined votes cast at
both Annual Meetings of Shareholders. Abstentions
and broker non-votes are not deemed votes cast for
purposes of calculating the vote. Abstentions and
broker non-votes do count for the purpose of
determining whether a quorum is present.
If you are a beneficial owner of Carnival Corporation
common stock and do not provide the shareholder of
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record with voting instructions, your shares may
constitute broker non-votes. In order to ensure that
your shares are voted on all matters presented at the
Annual Meeting, we encourage you to provide
voting instructions in advance of the meeting,
regardless of whether you intend to attend the Annual
Meeting.
Generally, broker non-votes occur when shares held
by a broker for a beneficial owner are not voted with
respect to a particular proposal because:
•
the broker has not received voting instructions
from the beneficial owner; and
•
the broker lacks discretionary voting power to vote
such shares.
Accordingly, if you are a beneficial owner of shares
held through intermediaries such as brokers, banks
and other nominees, such intermediaries are not
permitted to vote without specific instructions from
you unless the matter to be voted on is considered
“routine.” The determination of whether a proposal
is “routine” or “non-routine” will be made by the NYSE
or by Broadridge Financial Solutions, our independent
agent to receive and tabulate stockholder votes,
based on NYSE rules that regulate member brokerage
firms. If a proposal is deemed “routine” and you do
not give instructions to your broker or nominee, they
may, but are not required to, vote your shares with
respect to the proposal. If the proposal is deemed
“non-routine” and you do not give instructions to your
broker or nominee, they may not vote your shares
with respect to the proposal and the shares will be
treated as broker non-votes.
GENERALLY, WHAT ARE PROCEDURAL RESOLUTIONS?
Procedural resolutions are resolutions of a procedural
or technical nature that do not adversely affect the
shareholders of the other company in any material
respect and are put to the shareholders at a meeting.
The special voting shares do not represent any
votes on “procedural resolutions.” Our Chair of each
of the meetings will determine whether a resolution is
a procedural resolution.
To the extent that such matters require the approval
of the shareholders of either company, any of the
following will be procedural resolutions:
•
that certain people be allowed to attend or be
excluded from attending the meeting;
•
that discussion be closed and the question put to
the vote (provided no amendments have been
raised);
•
that the question under discussion not be put to
the vote (where a shareholder feels the original
motion should not be put to the meeting at all, if
such original motion was brought during the course
of that meeting);
•
to proceed with matters in an order other than
that set out in the notice of the meeting;
•
to adjourn the debate (for example, to a subsequent
meeting); and
•
to adjourn the meeting.
WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETINGS OF
SHAREHOLDERS?
The voting results will be announced to the media
and the relevant stock exchanges and posted on our
website at
www.carnivalcorp.com
and
www.carnivalplc.com
, after both Annual Meetings of
Shareholders have closed.
The results will also be published in a joint Current
Report on Form 8-K within four business days after
the date the Annual Meetings of Shareholders have
closed.
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WHAT IS THE QUORUM REQUIREMENT FOR THE ANNUAL MEETINGS OF
SHAREHOLDERS?
The quorum requirement for holding the Annual
Meetings of Shareholders and transacting business
as joint electorate actions at the meetings is one-third
of the total votes entitled to be cast by all shareholders
of both companies. Shareholders may be present in
person or represented by proxy or corporate
representative at the meetings.
HOW IS THE QUORUM DETERMINED?
For the purposes of determining a quorum with
respect to joint electorate actions, the special voting
shares have the maximum number of votes attached
to them as were cast on such joint electorate actions,
either for, against or abstained, at the parallel
shareholder meeting of the other company, and such
maximum number of votes (including abstentions)
constitutes shares entitled to vote and present for the
purposes of determining whether a quorum exists
at such a meeting.
In order for a quorum to be validly constituted with
respect to meetings of shareholders convened to
consider a joint electorate action or class rights action,
the special voting entities must be present.
Abstentions (including votes withheld) and broker non-
votes are counted as present for the purpose of
determining the presence of a quorum.
IS MY VOTE CONFIDENTIAL?
Proxy instructions, ballots and voting tabulations that
identify individual shareholders are handled in a
manner that protects your voting privacy. Your vote
will not be disclosed to third parties except:
•
as necessary to meet applicable legal requirements;
•
to allow for the tabulation of votes and certification
of the vote; or
•
to facilitate a successful proxy solicitation by our
Boards of Directors.
Occasionally, shareholders provide written comments
on their proxy card which are then forwarded to
management.
WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE ANNUAL MEETINGS
OF SHAREHOLDERS?
We are providing these proxy materials in connection
with the solicitation by the Boards of Directors of
proxies to be voted at the Annual Meetings of
Shareholders. We will pay the entire cost of preparing,
assembling, printing, mailing and distributing these
proxy materials and soliciting votes for the Annual
Meetings of Shareholders. We will also reimburse
brokerage houses and other custodians, nominees
and fiduciaries for their reasonable out-of-pocket
expenses for forwarding proxy materials to
shareholders.
CAN I VIEW THE PROXY MATERIALS ELECTRONICALLY?
Yes. This Proxy Statement and any other proxy
materials have been posted on our website at
www.carnivalcorp.com
and
www.carnivalplc.com
.
Carnival Corporation shareholders can also access
proxy-related materials at
www.proxyvote.com
as
described under “Questions Specific to Shareholders
of Carnival Corporation.”
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WHAT REPORTS ARE FILED BY CARNIVAL CORPORATION AND CARNIVAL PLC
WITH THE SEC AND THE FCA AND HOW CAN I OBTAIN COPIES?
We file this Proxy Statement, joint Annual Reports on
Form 10-K, joint Quarterly Reports on Form 10-Q
and joint Current Reports on Form 8-K with the SEC.
Copies of this Proxy Statement, the Carnival
Corporation & plc joint Annual Report on Form 10-K
for the year ended November 30, 2024, as well as any
joint Quarterly Reports on Form 10-Q or joint
Current Reports on Form 8-K, as filed with the SEC,
can be viewed or obtained without charge through the
SEC’s website at
www.sec.gov
(under Carnival
Corporation or Carnival plc) or at
www.carnivalcorp.com
and
www.carnivalplc.com
.
We also file the Carnival plc Annual Report as well as
the Carnival plc Group Half-Yearly Financial Report on
the National Storage Mechanism maintained by the
FCA in the UK. They can also be viewed or obtained
without charge on our website at
www.carnivalcorp.com
and
www.carnivalplc.com
.
COPIES WILL ALSO BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO INVESTOR
RELATIONS:
Carnival Corporation
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States
or
Carnival plc
Carnival House
100 Harbour Parade
Southampton SO15 1ST
United Kingdom
We encourage you to take advantage of the convenience of accessing these materials through the internet as it:
•
is simple and fast to use
•
saves time and money
•
is environmentally friendly
MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR’S ANNUAL
MEETINGS OF SHAREHOLDERS?
Carnival Corporation shareholders and Carnival plc
shareholders (to the extent permitted under Carnival
Corporation’s and Carnival plc’s governing documents
and U.S. and UK law, as applicable) may submit
proposals for consideration at future shareholder
meetings.
In order for shareholder proposals to be considered
for inclusion in our Proxy Statement in accordance
with SEC Rule 14a-8 for next year’s Annual Meetings
of Shareholders, the written proposals must be
received by our Company Secretary no later than the
close of business October 31, 2025. Such proposals
will need to comply with applicable SEC regulations
regarding the inclusion of shareholder proposals in
proxy materials. Carnival Corporation’s By-laws
establish advance notice procedures with regard to
shareholder proposals that are not submitted for
inclusion in the Proxy Statement, but that
shareholders instead wish to present directly at an
Annual Meeting of Shareholders. To be properly
brought before the Annual Meetings of Shareholders,
a notice of the proposal must be submitted to our
Company Secretary at our headquarters no later than
six clear weeks prior to the Annual Meetings of
Shareholders or, if later, the time at which the notice
of such meeting is publicly disclosed. For shareholders
of Carnival plc, the same requirements apply under
UK law requirements to submit a notice of a proposal.
MAY I NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?
In order to submit a nominee for election at the
Annual Meetings of Shareholders, you must provide
the information required for Director nominations set
forth in Carnival Corporation’s and Carnival plc’s
governing documents in a timely manner. Specifically,
under the governing documents, you must submit
your notice of nomination in writing to the attention
of our Company Secretary at our headquarters not
later than seven days nor earlier than 42 days prior to
the 2025 Annual Meetings of Shareholders (April 9,
2025 and March 5, 2025, respectively).
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Any such notice must include, in addition to any
other requirements specifically set forth in Carnival
Corporation’s and Carnival plc’s governing documents:
•
the name and address of the candidate;
•
a brief biographical description, including his or
her occupation and service on boards of any public
company or registered investment company for
at least the last five years;
•
a statement of the particular experience,
qualifications, attributes or skills of the candidate,
taking into account the factors referred to in the
“Nominations of Directors” section; and
•
the candidate’s signed consent to serve as a
Director if elected, and to be named in our Proxy
Statement.
In addition to satisfying the deadlines in the advance
notice provisions of our governing documents, a
shareholder who intends to solicit proxies in support
of nominees submitted under these advance notice
provisions must provide the notice required under
Rule 14a-19 to the Company Secretary no later than
February 15, 2026.
Shareholders may also recommend candidates for
consideration by our Boards’ N&G Committees in
accordance with the procedures set forth in the
“Procedures Regarding Director Candidates
Recommended by Shareholders” section.
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Questions Specific to Shareholders of Carnival Corporation
WHAT CARNIVAL CORPORATION SHARES OWNED BY ME CAN BE VOTED?
All Carnival Corporation shares owned by you as of
February 18, 2025, the record date, may be voted by
you. These shares include those:
•
held directly in your name as the shareholder of
record, including shares purchased through Carnival
Corporation’s Dividend Reinvestment Plan and its
Employee Stock Purchase Plan; and
•
held for you as the beneficial owner through a
stockbroker, bank or other nominee.
WILL I BE ASKED TO VOTE AT THE CARNIVAL PLC ANNUAL GENERAL MEETING?
No. Your vote at the Annual Meeting of Carnival
Corporation Shareholders, for the purposes of
determining the outcome of combined voting, is
automatically reflected as appropriate at the parallel
Annual General Meeting of Carnival plc Shareholders
through the mechanism of the special voting share
issued by Carnival plc.
WHY DID I RECEIVE A ONE-PAGE NOTICE IN THE MAIL REGARDING THE
INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF
PROXY MATERIALS?
Carnival Corporation is taking advantage of SEC rules
that allow it to deliver proxy materials over the
Internet. Under these rules, Carnival Corporation is
sending its shareholders a one-page notice regarding
the Internet availability of proxy materials (the
“Notice of Internet Availability of Proxy Materials”)
instead of a full set of proxy materials, unless they
previously requested to receive printed copies or we
determine it is otherwise more expedient or cost
efficient to send a full set of proxy materials.
Generally, you will not receive printed copies of the
proxy materials unless you specifically request them.
Instead, this notice tells you how to access and
review on the Internet all the important information
contained in the proxy materials. This notice also tells
you how to submit your proxy card on the Internet
and how to request to receive a printed copy of the
proxy materials.
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF
RECORD AND AS A BENEFICIAL OWNER?
Most of the shareholders of Carnival Corporation
hold their shares through a stockbroker, bank or other
nominee rather than directly in their own name. As
summarized below, there are some distinctions
between shares held of record and those owned
beneficially.
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SHAREHOLDER OF RECORD
BENEFICIAL OWNER
•
If your shares are registered directly in your
name with Carnival Corporation’s transfer
agent, Computershare Investor Services LLC,
you are considered, with respect to those
shares, the shareholder of record, and the
Notice of Internet Availability of Proxy
Materials or set of printed proxy materials, as
applicable, is being sent directly to you by us.
•
As the shareholder of record, you have the
right to grant your voting proxy directly to the
persons named in the proxy or to vote in
person at the Annual Meeting of Carnival
Corporation Shareholders.
•
If you request a paper copy of the proxy
materials as indicated in the notice, Carnival
Corporation will provide a proxy card for you
to use.
•
If your shares are held in a stock brokerage account or by a
bank or other nominee, you are considered the beneficial
owner of shares held under street name, and the Notice of
Internet Availability of Proxy Materials or set of printed proxy
materials, as applicable, is being forwarded to you by your
broker or nominee who is considered, with respect to those
shares, the shareholder of record.
•
As the beneficial owner, you have the right to direct your
broker on how to vote and are also invited to attend the
Annual Meeting of Carnival Corporation Shareholders.
•
However, since you are not the shareholder of record, you
may not vote these shares in person at the meeting unless
you obtain a signed proxy from the record holder giving you
the right to vote the shares.
•
If you request a paper copy of the proxy materials as
indicated in the notice, your broker or nominee will provide a
voting instruction card for you to use.
HOW CAN I VOTE MY CARNIVAL CORPORATION SHARES IN PERSON AT THE
MEETING?
Shares held directly in your name as the shareholder
of record may be voted in person at the Annual
Meeting of Carnival Corporation Shareholders in the
U.S. If you choose to do so, please bring your proxy
card and proof of identification.
Even if you plan to attend the Annual Meeting of
Carnival Corporation Shareholders, we recommend
that you also submit your proxy as described below so
that your vote will be counted if you later decide not
to attend the meeting. Shares held under street name
may be voted in person by you only if you obtain a
signed proxy from the record holder giving you the
right to vote the shares. Please refer to the voting
instructions provided by your broker or nominee.
Please also refer to the sections entitled “Meeting
Admission Requirements” and “Safety and Security
Measures” included in the “Information about
Attending the Annual Meetings” section preceding
the Notice of Annual Meeting for additional
information.
HOW CAN I VOTE MY CARNIVAL CORPORATION SHARES WITHOUT ATTENDING
THE ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS?
Whether you hold shares directly as the shareholder
of record or beneficially under street name, you may
direct your vote without attending the Annual
Meeting of Carnival Corporation Shareholders. You
may vote by granting a proxy or, for shares held under
street name, by submitting voting instructions to
your broker or nominee. For shareholders of record,
you may do this by voting on the Internet or by
telephone by following the instructions in the notice
you received in the mail. Where your shares are held
under street name, in most instances you will be
able to do this over the Internet or by telephone by
following the instructions in the notice you received in
the mail, or if you received a full printed set of proxy
materials in the mail, by mail. Please refer to the voting
instruction card included by your broker or nominee.
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If you received a full printed set of proxy materials in
the mail, you can also vote by signing your proxy
card and mailing it in the enclosed envelope. If you
provided specific voting instructions, your shares will
be voted as you instruct.
If you are a record holder and submit a proxy but do
not provide instructions, your shares will be voted as
described below in “
How are votes counted?
”
CAN I CHANGE MY VOTE?
Yes. You may change your proxy instruction at any
time prior to the vote at the Annual Meeting of Carnival
Corporation Shareholders. For shares held directly
in your name, you may accomplish this by granting a
new proxy bearing a later date (which automatically
revokes the earlier proxy) or by attending the Annual
Meeting of Carnival Corporation Shareholders and
voting in person. Attendance at the meeting will not
cause your previously granted proxy to be revoked
unless you specifically so request. For shares owned
beneficially by you, you may accomplish this by
submitting new voting instructions to your broker or
nominee.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIALS OR SET OF PRINTED PROXY MATERIALS, AS
APPLICABLE?
It means your shares are registered differently or are
in more than one account. Please follow the
instructions in each notice to ensure all of your
shares are voted.
HOW DO I REQUEST ADDITIONAL COPIES OF THE PROXY MATERIALS?
You may have received only one Notice of Internet
Availability of Proxy Materials or set of printed proxy
materials, even though there are two or more
shareholders at the same address.
Broadridge Financial Solutions, Inc., the entity we
retained to mail the Notice of Internet Availability of
Proxy Materials or printed proxy materials to Carnival
Corporation’s registered owners and the entity
retained by the brokerage community to mail the
Notice of Internet Availability of Proxy Materials or
printed proxy materials to Carnival Corporation’s
beneficial owners, have been instructed to deliver
only one notice or set of printed proxy materials to
multiple security holders sharing an address unless
we have received contrary instructions from you or
one of the other shareholders. We will promptly
deliver a separate copy of the notice or set of printed
proxy materials for this year’s Annual Meeting of
Carnival Corporation Shareholders or for any future
meetings to any shareholder upon written or oral
request. To make such request, please contact
Broadridge Financial Solutions at:
866-540-7095
Broadridge Financial Solutions
Attention: Householding Department
51 Mercedes Way
Edgewood, New York 11717
Similarly, you may contact us through any of these
methods if you receive multiple notices or sets of
printed proxy materials and would prefer to receive a
single copy in the future.
WHO CAN ATTEND THE ANNUAL MEETING OF CARNIVAL CORPORATION
SHAREHOLDERS?
All Carnival Corporation shareholders of record as of
February 18, 2025, or their duly appointed proxies,
may attend and vote at the Annual Meeting of
Carnival Corporation Shareholders. Please note that
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each shareholder or their duly appointed proxies will
be required to comply with the “Meeting Admission
Requirements” and “Safety and Security Measures”
included in the “Information about Attending the
Annual Meetings” section preceding the Carnival
Corporation Notice of Annual Meeting. Each
shareholder may appoint only one proxy holder or
representative to attend the meeting on his or her
behalf.
In addition, if you hold your shares through a
stockbroker or other nominee, you will need to
provide proof of ownership by bringing either a copy
of the voting instruction card provided by your
broker or a copy of a brokerage statement showing
your share ownership as of February 18, 2025,
together with proof of identification. Cameras, audio
and video recording devices and other electronic
devices will not be permitted at the meeting.
WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED AT THE ANNUAL MEETING
OF CARNIVAL CORPORATION SHAREHOLDERS?
Carnival Corporation has only one class of common
stock outstanding. Each share of Carnival Corporation
common stock outstanding as of the close of
business on February 18, 2025, the record date, is
entitled to one vote at the Annual Meeting of
Shareholders. As of January 13, 2025 Carnival
Corporation had 1,164,202,729 shares of common
stock issued and outstanding. The trust shares
of beneficial interest in the P&O Princess Special
Voting Trust that are paired with your shares of
common stock do not give you separate voting rights.
HOW ARE VOTES COUNTED?
You may vote “FOR,” “AGAINST” or “ABSTAIN” for each
of the proposals. If you “ABSTAIN,” it has no effect
on the outcome of the votes, although abstentions
will be counted for the purposes of determining if a
quorum is present for joint electorate actions. If you
submit a proxy with no further instructions, your
shares will be voted in accordance with the
recommendations of the Boards of Directors.
WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE ANNUAL
MEETING OF CARNIVAL CORPORATION SHAREHOLDERS?
Other than the proposals described in this Proxy
Statement, Carnival Corporation does not expect any
matters to be presented for a vote at the 2025
Annual Meeting of Carnival Corporation Shareholders.
If you grant a proxy, the persons named as proxy
holders, our Chair and Secretary of the 2025 Annual
Meeting of Carnival Corporation Shareholders, will
have the discretion to vote your shares on any
additional matters properly presented for a vote at
the meeting. If for any unforeseen reason any of our
nominees is unable to accept nomination or election
(which is not anticipated), the persons named as
proxy holders will vote your proxy for such other
candidate or candidates as may be nominated by the
Boards of Directors.
WHO WILL COUNT THE VOTE?
Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of elections.
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Questions Specific to Shareholders of Carnival plc
WHO IS ENTITLED TO ATTEND AND VOTE AT THE CARNIVAL PLC ANNUAL
GENERAL MEETING?
If you are a Carnival plc shareholder registered in the
register of members of Carnival plc at 6:30 p.m.
(BST) on April 14, 2025, you will be entitled to attend
in person and vote at the Annual General Meeting in
respect of the number of Carnival plc ordinary
shares registered in your name at that time.
You may also appoint a proxy to attend, speak and
vote instead of you. If you are a corporation, you may
appoint a corporate representative to represent you
and vote your shareholding in Carnival plc at the
Annual General Meeting. For further details regarding
appointing a proxy or corporate representative,
please see below.
Please note that each shareholder or their duly
appointed proxies and corporate representatives will
be required to comply with the “Meeting Admission
Requirements” and “Safety and Security Measures” in
the “Information about Attending the Annual
Meetings” section preceding the Carnival plc Notice
of Annual General Meeting.
WILL I BE ASKED TO VOTE AT THE ANNUAL MEETING OF CARNIVAL
CORPORATION SHAREHOLDERS?
No. Your vote at the Annual General Meeting of
Carnival plc Shareholders, for the purposes of
determining the outcome of combined voting, will
automatically be reflected as appropriate at the
parallel Annual Meeting of Carnival Corporation
Shareholders through the mechanism of a special
voting share issued by Carnival Corporation.
HOW DO I VOTE MY CARNIVAL PLC SHARES WITHOUT ATTENDING THE ANNUAL
GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS?
You may vote your Carnival plc shares at the Annual
General Meeting of Carnival plc Shareholders by
completing and signing the enclosed form of proxy in
accordance with the instructions set out on the
form and returning it as soon as possible, but in any
event so as to be received by Carnival plc’s registrars,
Equiniti Limited, Aspect House, Spencer Road,
Lancing BN99 6DA, by not later than 1:30 p.m. (BST)
on April 14, 2025. Alternatively, a proxy vote may be
submitted via the internet in accordance with the
instructions set out in the proxy form. If you are a
member of CREST, it is also possible to appoint a proxy
via the CREST system (please see the Carnival plc
Notice of Annual General Meeting for further details).
If you are an institutional investor, you may also be
able to appoint a proxy electronically via the Proxymity
platform. Please see the Carnival plc Notice of
Annual General Meeting for further details. Voting by
proxy does not preclude you from attending the
Annual General Meeting and voting in person should
you wish to do so. If you are a corporation, you can
vote your Carnival plc shares at the Annual General
Meeting by appointing one or more corporate
representatives. You are strongly encouraged to pre-
register your corporate representative to make
registration on the day of the Annual General Meeting
more efficient. In order to pre-register you would
need to email your Letter of Representation to Carnival
plc’s registrars, Equiniti Limited, at
proxyvotes@equiniti.com.
Corporate representatives themselves are urged to
arrive at least two hours before commencement of
the Annual General Meeting to assist Carnival plc’s
registrars with the appropriate registration formalities.
Whether or not you intend to appoint a corporate
representative, you are strongly encouraged to return
the enclosed form of proxy to Carnival plc’s registrars.
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CAN I CHANGE MY VOTE GIVEN BY PROXY OR BY MY CORPORATE
REPRESENTATIVE?
Yes. You may change your proxy vote by either:
•
completing, signing and dating a new form of
proxy in accordance with its instructions and
returning it to Carnival plc’s registrars by no later
than 1:30 p.m. (BST) on April 14, 2025; or
•
attending and voting in person at the Annual
General Meeting.
If you do not attend and vote in person at the Annual
General Meeting and wish to revoke the appointment
of your proxy or corporate representative, you must
do so by delivering a notice of such revocation to
Carnival plc’s registrars at least three hours before
the start of the Annual General Meeting.
WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED AT THE CARNIVAL PLC
ANNUAL GENERAL MEETING?
Carnival plc has only one class of ordinary shares in
issue. Each Carnival plc ordinary share in issue as of
the close of business on April 14, 2025 is entitled to
one vote at the Annual General Meeting. As of
January 13, 2025, Carnival plc had 217,406,012
ordinary shares in issue. However, the 42,876,272
Carnival plc ordinary shares directly or indirectly held
by Carnival Corporation have no voting rights (in
accordance with the Articles of Association of Carnival
plc). As of January 13, 2025, 29,718,429 Carnival plc
ordinary shares are held in treasury. As a result, as of
January 13, 2025, the total voting rights in Carnival
plc were 144,811,311 ordinary shares.
HOW ARE VOTES COUNTED?
You may vote “FOR,” “AGAINST” or “ABSTAIN” for each
of the resolutions. If you “ABSTAIN,” it has no effect
on the outcome of the votes, although abstentions will
be counted for the purposes of determining if a
quorum is present for joint electorate actions.
Questions and Answers
QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
109
Non-GAAP Financial Measures—
Reconciliation to GAAP
In the “Compensation Discussion & Analysis” section of this Proxy Statement, we have provided certain non-
GAAP financial information to aid shareholders in better understanding our 2024 executive compensation
programs. We reported Normalized Adjusted EBITDA per ALBD and Adjusted Operating Income for the year ended
November 30, 2024. Reconciliation to GAAP for these measures is provided below:
Twelve Months Ended
November 30, 2024
Revenues
Passenger ticket
$16,463
Onboard and other
8,558
25,021
Operating Expenses
Commissions, transportation and other
3,232
Onboard and other
2,678
Payroll and related
2,464
Fuel
2,007
Food
1,457
Other operating
3,801
Cruise and tour operating expenses
15,638
Selling and administrative
3,252
Depreciation and amortization
2,557
21,447
Operating Income (Loss)
3,574
Nonoperating Income (Expense)
Interest income
93
Interest expense, net of capitalized interest
(1,755)
Debt extinguishment and modification costs
(79)
Other income (expense), net
83
(1,659)
Income (Loss) Before Income Taxes
1,915
Income Tax Benefit (Expense), Net
1
Net Income (Loss)
$ 1,916
110
|
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
(in millions)
Twelve Months Ended
November 30, 2024
Net income (loss)
$1,916
(Gains) losses on ship sales and impairments
(39)
Debt extinguishment and modification costs
79
Restructuring expenses
21
Other
(86)
Adjusted net income (loss)
$1,891
Interest expense, net of capitalized interest
1,755
Interest income
(93)
Income tax benefit (expense), net
(1)
Depreciation and amortization
2,557
Adjusted EBITDA
$6,110
Impact of fuel price, exchange rate, and taxes related to fuel, carbon, or other climate related
items
560
Normalized Adjusted EBITDA
$6,670
ALBDs
95.6
Normalized Adjusted EBITDA per ALBD
$69.80
(in millions)
Twelve Months Ended
November 30, 2024
Operating Income (Loss)
3,574
(Gains) losses on ship sales and impairments
(39)
Restructuring expenses
21
Adjusted Operating Income (loss)
$3,556
Non-GAAP Financial Measures—Reconciliation to GAAP
CARNIVAL CORPORATION & PLC
2025 PROXY STATEMENT
|
111
Annex A
―
Carnival plc Directors’ Report
Carnival plc and Carnival Corporation are separate
legal entities (together referred to as “Carnival
Corporation & plc”) and each company has its own
Board of Directors and Committees of the Board.
However, as is required by the agreements governing
the dual listed company (“DLC”) arrangement, there
is a single executive management team and the
Boards of Directors and members of the Committees
of the Boards are identical. This Directors’ Report
has been prepared and presented in accordance with
and in reliance upon UK company law and,
accordingly, the liabilities of the Directors in
connection with this Directors’ Report shall be subject
to the limitations and restrictions provided by such
law.
In accordance with Section 414C(11) of the UK
Companies Act 2006 (“Companies Act”), we elected to
include certain information that would otherwise
be disclosed in this Directors’ Report in the Carnival
plc Strategic Report (the “Strategic Report”) or the
Carnival plc financial statements that accompany the
Strategic Report, as detailed below:
Disclosure
Cross-Reference
Financial
instruments
(financial risk
management)
Note 23 to the Carnival plc group
financial statements
Likely future
developments
Carnival plc Strategic Report:
1.A.II Purpose & Mission, Vision,
Values and Priorities and 1.C. Our
Global Cruise Business
Important events
since year-end
Note 5 to the Carnival plc group
financial statements
Engagement with
suppliers,
customers and
others
Carnival plc Strategic Report:
1.A.II. Purpose & Mission, Vision,
Values and Priorities; 1.C.II. Ships
Under Contract for Construction;
1.C.VII. Cruise Pricing and
Payment Terms; 1.C.IX. Onboard
and Other Revenues; 1.C.X. Port
Destinations and Exclusive
Islands; 1.C.XII. Sales Channels;
1.C.XIII. Suppliers; 1.C.XIV. Human
Capital Management and
Employees; 1.C.XVIII.
Governmental Regulations; and
7. Section 172(1) Statement
Disclosure
Cross-Reference
Greenhouse Gas
Emissions, Energy
Consumption and
Energy Efficiency
Carnival plc Strategic Report:
1.C.XIX. Sustainability and
Environmental Impact
This Directors’ Report and the Strategic Report
constitute Carnival plc’s Management Report for the
year ended November 30, 2024, in accordance with
the Disclosure Guidance and Transparency
Rule 4.1.8R.
In accordance with the UK Financial Conduct
Authority’s UK Listing Rules, the information required
to be disclosed under UK Listing Rule (“UKLR”)
6.6.1R, to the extent applicable to Carnival plc, can be
found at the references set out in the following
table:
Required Information
Cross-Reference
Interest capitalized by the
Carnival plc group
Note 10 to Carnival plc
group financial
statements
Details of long-term
incentive schedules
Carnival plc Directors’
Remuneration Report
under “Long-Term
Incentive Compensation.”
UKLR 6.2.23 disclosure
“Profit Forecasts”
Other disclosure requirements in UKLR 6.6.1R are not
applicable to Carnival Corporation & plc.
Carnival plc Directors' Report
|
A-1
Dividends
No dividends have been paid in fiscal 2023 or 2024 or are proposed in respect of fiscal 2025.
Share Capital and Control
Changes in the share capital of Carnival plc during
fiscal 2024 are given in Note 18 to the Carnival plc
group financial statements.
The share capital of Carnival plc at January 13, 2025 is
constituted by two allotted and issued subscriber
shares of £1 each, 50,000 allotted and issued
redeemable preference shares of £1 each, one
allotted and issued special voting share of £1, one
unissued equalization share of £1 and 217,406,012
allotted and issued ordinary shares of $1.66 each. The
subscriber shares carry no voting rights and no right
to receive any dividend or any amount paid on a return
of capital. The equalization share carries no voting
rights. The redeemable preference shares carry no
voting rights but are entitled to payment of a
cumulative preferential fixed dividend of eight per
cent per annum on the amount paid up on each such
share that is in issue. On a return of capital on a
winding up or otherwise, the redeemable preference
shares rank behind the ordinary shares but ahead
of any other class of shares and are entitled to receive
payment of the amount paid up or credited as paid
up on each such share. Redeemable preference shares
which are fully paid may be redeemed at any time at
the election of the holder or of Carnival plc, in which
case the amount payable on redemption is the
amount credited as paid up on each share which is
redeemed, together with all arrears and accruals of
the preferential dividend.
Details of restricted stock units granted to employees
are given in Note 20 to the Carnival plc group
financial statements.
The Articles of Association of Carnival plc contain
provisions which, in certain circumstances, would
have the effect of preventing a shareholder (or a group
of shareholders acting in concert) from holding or
exercising the voting rights attributable to shares in
Carnival plc which are acquired by them. These
provisions would have effect if a shareholder (or a
group of shareholders acting in concert) were to
acquire ordinary shares in Carnival plc with the result
that the total voting rights exercisable by that
shareholder or group of shareholders on matters put
to a vote as joint electorate actions under the DLC
arrangement would exceed 30 percent of the total
voting rights exercisable in respect of any joint
electorate action. They would also have effect if a
shareholder (or group of shareholders acting in
concert) already holding between 30 percent and
50 percent of the total voting rights exercisable in
respect of any joint electorate action were to acquire
shares in Carnival plc and thereby increase
the percentage of voting rights so held. In each such
case, the percentage of voting rights held is
determined after taking into account voting rights
attributable to shares of Carnival Corporation common
stock held by such shareholder (or group of
shareholders) and also taking into account the effect
of the equalization ratio which gives effect to
common voting by the shareholders of Carnival plc
and Carnival Corporation on joint electorate actions
under the DLC arrangement.
Under the relevant provisions of the Articles of
Association of Carnival plc (articles 277 to 287) shares
which are acquired by a person and which trigger
the thresholds referred to in the foregoing paragraph
may be sold at the direction of the Board, and the
proceeds remitted to the acquiring shareholder, net
of any costs incurred by Carnival plc. Pending such sale
any dividends paid in respect of such shares would
be paid to a charitable trust, and the trustee of such
trust would be entitled to exercise the voting rights
attaching to the shares. The restrictions summarized
in the preceding paragraphs would not apply in the
case of an acquisition of shares that is made in
conjunction with a takeover offer for Carnival plc,
which is announced in accordance with the City Code
on Takeovers and Mergers, for so long as that offer
has not lapsed or been withdrawn. However, if such a
takeover offer is not made, or lapses or is withdrawn,
the restrictions will apply in respect of any acquired
shares.
Annex A
―
Carnival plc Directors’ Report
DIVIDENDS
A-2
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Carnival plc Directors' Report
The foregoing is a summary only of the relevant
provisions of the Articles of Association of Carnival
plc, and for a complete understanding of their effect,
shareholders are recommended to refer to the
Articles of Association themselves. A copy of the
Articles of Association of Carnival plc is available on
Carnival plc’s website at
www.carnivalplc.com
or upon
request from the Company Secretary, 3655 N.W.
87th Avenue, Miami, Florida 33178, United States.
There are 11 significant agreements to which Carnival
plc is a party, which may be altered or terminated in
the event of a change of control as follows:
•
Under the
Facilities Agreement dated
February 28, 2023
, as most recently amended on
March 28, 2024, by and among Carnival Holdings
(Bermuda) II Limited, a direct subsidiary of Carnival
Corporation, Carnival Corporation, Carnival plc,
and J.P. Morgan SE (as facilities agent) and a
syndicate of financial institutions, which provides
for approximately $1.9 billion, €862 million and
£137 million in revolving credit facilities, the
revolving credit facilities may, under certain
circumstances, be cancelled upon a change of
control of (i) Carnival Holdings (Bermuda) II Limited
(other than a change which results in control
being vested in Carnival plc) or (ii) Carnival plc (other
than a change which results in control of Carnival
plc being vested in Carnival Corporation or in certain
members of the Arison family or trusts related to
them).
•
Under:
(i)
the
Term Loan Agreement dated as of
June 30, 2020
, as most recently amended on
April 25, 2024, among Carnival Corporation, as
lead borrower, Carnival Finance, LLC, as
co-borrower, Carnival plc, as a guarantor, the
subsidiary guarantors party thereto, JPMorgan
Chase Bank, N.A., as administrative agent,
and the other financial institutions party
thereto from time to time (the “Term Loan
Agreement”), relating to an incremental tranche
of $2.3 billion (which has since been refinanced
and partially paid down to an aggregate
principal amount of $1.7 billion); and
(ii)
the
Term Loan Agreement dated as of
August 8, 2023
, as most recently amended on
April 25, 2024, among Carnival Corporation,
as lead borrower, Carnival Finance, LLC, as
co-borrower, Carnival plc, as a guarantor, the
subsidiary guarantors party thereto, JPMorgan
Chase Bank, N.A., as administrative agent,
and the other financial institutions party
thereto from time to time (the “New Term
Loan”, and together with the Term Loan, the
“Term Loans”), relating to one tranche of term
loan in the initial aggregate principal amount of
$1.31 billion (which has since been refinanced
and partially paid down to an aggregate
principal amount of $1 billion),
under certain circumstances, a change of control
of Carnival plc (other than a change which results in
control of Carnival plc being vested in Carnival
Corporation or in certain members of the Arison
family or trusts related to them) could constitute an
event of default under the Terms Loans, which
would permit the lenders thereunder to accelerate
the term loans.
•
Under:
(i)
the
Indenture dated as of February 16, 2021
among Carnival Corporation as issuer,
Carnival plc, the other Guarantors party
thereto and U.S. Bank, National Association, as
trustee, principal paying agent, transfer
agent and registrar, relating to the 5.750%
Senior Unsecured Notes due 2027 in the initial
aggregate principal amount of $3.5 billion;
(ii)
the
Indenture dated as of July 26, 2021
,
among Carnival Corporation, as issuer, Carnival
plc, the other Guarantors party thereto and
U.S. Bank National Association, as trustee,
principal paying agent, transfer agent, registrar
and security agent, relating to the 4.000% First-
Priority Senior Secured Notes due 2028 in
the aggregate principal amount of $2.4 billion;
(iii)
the
Indenture dated as of November 2,
2021
, among Carnival Corporation, as issuer,
Carnival plc, the other Guarantors party thereto
and U.S. Bank National Association, as trustee,
principal paying agent, transfer agent,
registrar and security agent, relating to the
6.000% Senior Unsecured Notes due 2029 in
an aggregate principal amount of $2 billion;
(iv)
the
Indenture dated as of May 25, 2022
,
among Carnival Corporation, as issuer, Carnival
plc, the other Guarantors party thereto and
U.S. Bank Trust Company, National Association,
as trustee, principal paying agent, transfer
Annex A
―
Carnival plc Directors’ Report
SHARE CAPITAL AND CONTROL
Carnival plc Directors' Report
|
A-3
agent, registrar and security agent, relating to
the 10.500% Senior Unsecured Notes due 2030
in an aggregate principal amount of $1 billion;
(v)
the
Indenture dated as of August 8, 2023
,
among Carnival Corporation, as issuer, Carnival
plc, the other Guarantors party thereto and
U.S. Bank Trust Company, National Association,
as trustee, principal paying agent, transfer
agent, registrar and security agent, relating to
the 7.000% First-Priority Senior Secured Notes
due 2029 in an aggregate principal amount
of $500 million; and
(vi)
the
Indenture dated as of April 25, 2024
,
among Carnival Corporation, as issuer, Carnival
plc, the other Guarantors party thereto and
U.S. Bank Trust Company, National Association,
as trustee, relating to the 5.750% Senior
Unsecured Notes due 2030 in an aggregate
principal amount of €500 million,
Carnival Corporation may be required to make an
offer to repurchase the notes issued under the
relevant indenture at a redemption price of 101%
of the principal amount of the notes upon the
occurrence of certain change of control triggering
events that are accompanied by a specified ratings
downgrade with respect to the notes issued
under the relevant indenture.
•
Under the
Indenture dated as of October 25,
2022
among Carnival Holdings (Bermuda) Limited,
as issuer, Carnival Corporation, Carnival plc, the
other Guarantors party thereto and U.S. Bank Trust
Company, National Association, as trustee,
principal paying agent, transfer agent and registrar,
relating to the 10.375% Senior Priority Notes due
2028 in an aggregate principal amount of
$2.03 billion, Carnival Holdings (Bermuda) Limited
may be required to make an offer to repurchase the
notes issued under the Indenture at a redemption
price of 101% of the principal amount of the notes
upon the occurrence of certain change of control
triggering events that are accompanied by a
specified ratings downgrade with respect to the
notes issued under the Indenture.
•
Under the
Indenture dated as of November 18,
2022
among Carnival Corporation, Carnival plc, the
subsidiary guarantors party thereto and U.S.
Bank National Association, as trustee, relating to
the 5.750% Convertible Senior Notes due 2027 in an
aggregate principal amount of $1.13 billion, if
Carnival Corporation undergoes certain corporate
events (each, a “fundamental change”), subject to
certain conditions, holders may require Carnival
Corporation to repurchase for cash all or any portion
of their convertible notes at par.
Subject to certain exceptions, a fundamental
change would occur upon, among others:
(1)
a merger transaction pursuant to which
Carnival Corporation’s common stock is
converted into other securities or assets;
(2)
the sale of all or substantially all of the assets
of Carnival Corporation to a third party; or
(3)
a person or group (other than certain members
of the Arison family or trusts related to them)
becoming the beneficial owners of more than
50% of the rights to vote to elect the members
of the Boards of Directors of Carnival
Corporation and Carnival plc.
Articles of Association
The Articles of Association of Carnival plc may be
amended by the passing of a special resolution of the
shareholders. In common with many other corporate
actions that might be undertaken by Carnival plc, such
a resolution would be proposed as a joint electorate
action on which the shareholders of Carnival plc and
of Carnival Corporation effectively vote as a single
unified body, as contemplated by the DLC
arrangement.
Purchase of Own Shares
There were no purchases of Carnival plc shares by
Carnival Corporation or Carnival plc during fiscal 2024.
As of January 13, 2025, the latest practicable date
prior to the publication of this document, and taking
into account purchases by Carnival Corporation of
Carnival plc’s shares in prior years, Carnival
Corporation holds, directly or indirectly, 42,876,272
Carnival plc ordinary shares with a nominal value of
Annex A
―
Carnival plc Directors’ Report
ARTICLES OF ASSOCIATION
A-4
|
Carnival plc Directors' Report
$71,174,612, representing 29.6% of issued share
capital of Carnival plc (which does not include the
disenfranchised shares held by Carnival Corporation
or any shares held in treasury). Carnival plc shares held
by Carnival Corporation do not have any voting
rights (in accordance with the Articles of Association
of Carnival plc).
Shareholder approval is not required to buy back
shares of Carnival Corporation, but is required under
the Companies Act to buy back shares of Carnival
plc. At the Annual General Meeting held on April 5,
2024, the authority for Carnival plc to buy back its own
shares was approved. This authority permitted
Carnival plc to buy back up to 18,682,950 ordinary
shares of Carnival plc (being approximately 10 percent
of Carnival plc’s ordinary shares in issue). Under that
authority, no Carnival plc ordinary shares have been
purchased since last year’s Annual Meetings of
Shareholders and through January 13, 2025. That
approval expires on the earlier of:
•
the conclusion of Carnival plc’s 2025 Annual
General Meeting; or
•
July 4, 2025.
Carnival plc does not intend to renew this authority
at the 2025 Annual General Meeting.
Profit Forecasts
In the recent Carnival Corporation & plc Earnings
Releases, we included the following guidance which
represented a profit forecast for purposes of
UKLR 6.2.23R.
In the fourth quarter of 2023 (“4Q 2023 Release”), we
reported that we expected adjusted EBITDA of
approximately $0.8 billion and adjusted net loss of
approximately $280 million for the first quarter of
2024. We also reported that we expected adjusted
EBITDA of approximately $5.6 billion and adjusted net
income of approximately $1.2 billion for the full year
2024.
In the first quarter of 2024 (“1Q 2024 Release”), we
reported that we expected adjusted EBITDA of
approximately $1.05 billion and adjusted net loss of
approximately $35 million for the second quarter of
2024. We also reported that we expected adjusted
EBITDA of approximately $5.63 billion and adjusted
net income of approximately $1.28 billion for the full
year 2024.
In the second quarter of 2024 (“2Q 2024 Release”),
we reported that we expected adjusted EBITDA of
approximately $2.66 billion and adjusted net income
of approximately $1.58 billion for the third quarter
of 2024. We also reported that we expected adjusted
EBITDA of approximately $5.83 billion and adjusted
net income of approximately $1.55 billion for the full
year 2024.
In the third quarter of 2024 (“3Q 2024 Release”), we
reported that we expected adjusted EBITDA of
approximately $1.14 billion and adjusted net income
of approximately $60 million for the fourth quarter
of 2024. We also reported that we expected adjusted
EBITDA of approximately $6.0 billion and adjusted
net income of approximately $1.76 billion for the full
year 2024.
Our actual results were in line with the guidance
above, with the exception of the following:
•
The adjusted net loss for the first quarter of 2024
($180 million) was better than the guidance
provided in our 4Q 2023 Release driven by
continued strength in demand driving higher ticket
prices and the timing of expenses between
quarters.
•
The adjusted net income ($134 million) and the
adjusted EBITDA ($1.2 billion) for the second quarter
of 2024 exceeded the guidance provided in our
1Q 2024 Release driven by higher ticket prices,
higher onboard spending, and the timing of
expenses between quarters.
•
The adjusted net income for the third quarter of
2024 ($1.8 billion) was higher than the guidance
provided in our 2Q 2024 Release driven by
favorability in revenue, due to higher ticket prices,
higher onboard and other spending and favorability
in costs.
•
The adjusted net income for the fourth quarter of
2024 ($186 million) exceeded the guidance provided
in our 3Q 2024 Release driven by higher ticket
prices, higher onboard spending and improved
costs.
Annex A
―
Carnival plc Directors’ Report
PROFIT FORECASTS
Carnival plc Directors' Report
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A-5
•
The adjusted net income for the full year of 2024
($1.9 billion) was higher than the guidance provided
in our 1Q 2024 Release and 2Q 2024 Release
driven by higher ticket prices and improved costs.
Directors
The names of all persons who served as Directors of
Carnival Corporation and Carnival plc during fiscal 2024
are as follows: Micky Arison, Sir Jonathon Band,
Jason Glen Cahilly, Nelda J. Connors, Helen Deeble,
Jeffrey J. Gearhart, Katie Lahey, Sara Mathew,
Stuart Subotnick, Laura Weil, Josh Weinstein, and
Randy Weisenburger. Biographical notes about each
of the Directors nominated for re-election are
contained in the Proxy Statement.
Details of the Directors’ membership on Board
Committees are set out in the Carnival plc Corporate
Governance Report attached as Annex C to the Proxy
Statement.
Upon becoming a member of the Board of Directors
of Carnival plc, each new Director participates in an
induction process, which includes:
•
a meeting with all of the current Directors;
•
provision of an induction pack;
•
site visits; and
•
meetings with senior and operational management
teams.
The Directors update their skills, knowledge and
familiarity with Carnival plc by meeting with senior
management, visiting regional and divisional operating
offices and receiving updates and training coordinated
by management.
The appointment and replacement of Directors of
Carnival plc is governed by the provisions of the
Articles of Association of Carnival plc and also by the
provisions of the Equalization and Governance
Agreement entered into on April 17, 2003 on the
establishment of the DLC arrangement. The Articles
of Association and the Equalization and Governance
Agreement require that the Boards of Directors of
Carnival plc and Carnival Corporation be comprised
of exactly the same individuals. Please refer to
“Nominations of Directors” and “How are Directors of
Each Company Elected or Re-Elected?” sections of
the Proxy Statement and the “Board Composition”
section of the Carnival plc Corporate Governance
Report for additional information on our rules
regarding Director appointment and replacement.
The business of Carnival plc is managed by the Board
of Directors, which may exercise all the powers of
Carnival plc, including, without limitation, the power
to:
•
dispose of all or any part of our assets;
•
borrow money;
•
mortgage or pledge any of its assets;
•
purchase Carnival plc’s shares; and
•
issue debentures, shares or other securities.
Details of the Directors’ remuneration and their
interests in the shares of Carnival Corporation and
Carnival plc are set out in Part II of the Carnival plc
Directors’ Remuneration Report attached as Annex B
to the Proxy Statement.
Annex A
―
Carnival plc Directors’ Report
DIRECTORS
A-6
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Carnival plc Directors' Report
Substantial Shareholdings
As of November 30, 2024, Carnival plc has been
notified of material interests of three percent or more
in Carnival plc’s total voting rights as follows:
Shareholder
Number of
Voting Rights
(#)
Percentage of
Voting Rights
(%)
Aristeia Capital, L.L.C.
(1)
10,684,541
7.38
BlackRock, Inc.
8,802,831
6.08
Norges Bank (The
Central Bank of Norway)
13,191,079
9.11
(1)
Affiliates of Aristeia Capital, L.L.C. have an interest in
these shares.
Carnival plc has not been notified of any changes in
the number of voting rights held between December 1,
2024 and January 13, 2025, the latest practicable
date.
Carnival Corporation and Carnival Investments
Limited are the holders of an aggregate of 42,876,272
Carnival plc ordinary shares as of November 30,
2024. These shares carry no voting rights or rights on
liquidation unless Carnival Corporation owns over
90 percent of all the Carnival plc ordinary shares.
Accordingly, the details of voting rights given in the
preceding table take account of the absence of voting
rights carried by these shares.
Except for the above, no person has disclosed
relevant information to Carnival plc pursuant to
Chapter 5 of the Disclosure Guidance and
Transparency Rules.
Corporate Governance and Directors’ Remuneration
A report on corporate governance and compliance
with the UK Corporate Governance Code is contained
in the Carnival plc Corporate Governance Report
attached as Annex C to the Proxy Statement. Part I of
the Carnival plc Directors’ Remuneration Report is
included in the Proxy Statement and Part II of the
Carnival plc Directors’ Remuneration Report is
attached as Annex B to the Proxy Statement.
Annex A
―
Carnival plc Directors’ Report
SUBSTANTIAL SHAREHOLDINGS
Carnival plc Directors' Report
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A-7
Corporate and Social Responsibility
HEALTH, ENVIRONMENTAL, SAFETY, SECURITY AND SUSTAINABILITY
CORPORATE POLICY
At Carnival Corporation & plc, our purpose & mission
is to deliver unforgettable happiness to our guests
by providing extraordinary cruise vacations, while
honoring the integrity of every ocean we sail, place
we visit and life we touch. We strive to be a company
that people want to work for and to be an exemplary
global corporate citizen.
Our commitment and actions to keep our guests and
crew members safe and comfortable, protect the
environment, develop and provide opportunities for
our workforce, strengthen stakeholder relations and
enhance both the communities where we work as
well as the port communities that our ships visit, are
reflective of our brands’ core values and vital to our
success as a business enterprise.
The Boards of Directors of Carnival Corporation & plc
established Board-level Health, Environmental,
Safety & Security (“HESS”) Committees comprised of
six independent Directors. The principal function of
the HESS Committees is described in our Corporate
Governance Report under “Committees of the
Boards.”
In addition, Carnival Corporation & plc’s Health,
Environmental, Safety, Security and Sustainability
Corporate Policy describes our commitments to:
•
Complying with or exceeding all legal and statutory
requirements related to HESS and sustainability
throughout our business activities;
•
Protecting the environment, including the marine
ecosystems in which our vessels sail and the
communities in which we operate, striving to use
resources sustainably and preserve biodiversity;
•
Protecting the health, safety and security of our
guests, employees and all others working on our
behalf, promoting well-being and always striving to
be free of injuries, illness, and loss;
•
Reducing our greenhouse gas and other airborne
emissions with an aspiration to achieve net zero
greenhouse gas emissions;
•
Supporting sustainable tourism practices by
respecting the culture, history, natural resources,
and people of the communities we visit;
•
Supporting a circular economy by engaging
employees and working with our supply chain to
source responsibly, reduce packaging, reuse
materials, increase recycling and reduce waste;
and
•
Recruiting, growing, and maintaining a diverse and
inclusive workforce that promotes equity and
fosters belonging.
The Health, Environmental, Safety, Security and
Sustainability Corporate Policy is published on the
Carnival Corporation & plc website at
www.carnivalcorp.com
and
www.carnivalplc.com
.
The Boards recognize that Carnival Corporation & plc
needs to ensure that there is a consistent standard
of operation throughout their fleet in keeping with
their leading position in the cruise industry. In this
regard, the Carnival Corporation & plc Maritime
Operations Department is headed by a Chief Maritime
Officer, with a full-time professional and
administrative staff, and is responsible for providing
a common, integrated approach to management of
HESS matters and for reporting to the HESS
Committees on such matters. The Chief Maritime
Officer reports to our CEO and to our Chair of the
HESS Committees.
The Boards of Directors of Carnival Corporation & plc
have also established Board-level Compliance
Committees comprised of five independent Directors.
The principal function of the Compliance Committees
is to assist with the Boards’ oversight of our ethics
and compliance activities, as further described in our
Corporate Governance Report under “Committees
of the Boards.”
Carnival Corporation & plc recognizes our
responsibility to provide industry leadership and to
conduct our business as a responsible global citizen.
Our corporate leadership is manifested in our Code of
Business Conduct and Ethics, which requires that
every employee and member of the Boards use sound
judgment, maintain high ethical standards and
Annex A
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Carnival plc Directors’ Report
CORPORATE AND SOCIAL RESPONSIBILITY
A-8
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Carnival plc Directors' Report
demonstrate honesty in all business dealings. As a
responsible global citizen, Carnival Corporation & plc
is committed to achieving and maintaining the highest
standards of professional and ethical conduct.
Risk Advisory & Assurance Services (“RAAS”) is Carnival
Corporation & plc’s internal audit department and is
headed by the Chief Audit Officer, who reports directly
to our Chair of the Audit Committees. Our Chief
Audit Officer also has a “dotted” reporting line to the
Chief Risk and Compliance Officer. RAAS conducts
annual HESS audits of each brand’s head office and
of each ship in our fleet. These audits are in addition
to the audits performed by third-party certification
and regulatory auditors.
Each RAAS HESS audit is organized and planned to:
•
verify compliance with applicable rules, corporate
standards, brand policies and procedures,
regulations, codes and guidance directly involved
in the safe conduct of ship operations;
•
verify the effectiveness of the shipboard and shore-
side HESS management systems; and
•
identify opportunities for continuous improvement.
Further details of matters related to health,
environmental, safety, security and sustainability
reporting and community relations at Carnival
Corporation & plc are available in our Strategic Report
and in the “Sustainability” section of the Carnival
Corporation & plc website at
www.carnivalcorp.com
and
www.carnivalplc.com
and our sustainability
website at
www.carnivalsustainability.com
.
EMPLOYEES
Carnival Corporation & plc own and operate a portfolio of brands in North America, Europe and Australia
comprised of nine cruise lines. During 2024, we announced that P&O Cruises (Australia) brand will be sunset and
its Australia operations will be folded into Carnival Cruise Line in March 2025.
AIDA
CRUISES
CUNARD
P&O
CRUISES
(UK)
CARNIVAL
CRUISE
LINE
HOLLAND
AMERICA
LINE
SEABOURN
COSTA
CRUISES
PRINCESS
CRUISES
Our corporate office and individual brands employ a
variety of methods, such as intranet sites,
management briefings, newsletters and reward
programs to encourage employee involvement and
to keep employees informed of the performance,
development and progress of Carnival Corporation &
plc.
Annex A
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Carnival plc Directors’ Report
CORPORATE AND SOCIAL RESPONSIBILITY
Carnival plc Directors' Report
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A-9
EMPLOYEE WELLNESS
We continue to bring together many cultures, backgrounds, beliefs and points of view and treat every
person with dignity, courtesy and respect. We are expanding our efforts to include global wellness
standards for employees.
We believe that creating an environment where employee wellbeing is valued and supported to foster
optimal health and wellness of our employees are not only important topics in corporations and
boardrooms world-wide, but they are actions which are critically important to sustaining the success of our
business. We strive to achieve greater performance and satisfaction through wellness standards focused on
the financial, benefits, safety, psychological, social and physical needs of our employees. In addition, we
believe a focus on wellness will lead to greater employee satisfaction, reduced turnover and identification
as an employer of choice.
Senior employees within Carnival Corporation & plc
are eligible to participate in either the Carnival plc 2024
Employee Share Plan or the Carnival Corporation
2020 Stock Plan, further details of which are provided
in the Carnival plc Directors’ Remuneration Report
attached as Annex B to the Proxy Statement. These
plans reinforce the philosophy of encouraging senior
employees to contribute directly to the achievement
of Carnival Corporation & plc’s goals and of rewarding
individual and collective success.
It is the policy of Carnival Corporation & plc that
disabled persons should receive full and fair
consideration for all job vacancies and promotions
for which they are qualified applicants. It is the policy
of Carnival Corporation & plc to seek to retain
employees who become disabled while in their
service whenever possible and to provide appropriate
training and accommodations for disabled persons.
Training and career development are provided
and encouraged for all employees, including disabled
persons.
Information on the gender diversity of senior
management and their direct reports is included in
the Strategic Report in section 1.C.XIV. Human Capital
Management and Employees.
Political Contributions
Carnival plc did not make any political contributions
to any political organization during the year ended
November 30, 2024 (2023—nil). Carnival plc’s
subsidiaries made political contributions to
organizations outside the UK during the year ended
November 30, 2024 of approximately $0.29 million
(2023—nil).
Corporate Governance Statement
The corporate governance statement, prepared in
accordance with rule 7.2 of the FCA’s Disclosure
Guidance and Transparency Rules, can be found in
the Carnival plc Corporate Governance Report
attached as Annex C to the Proxy Statement. The
Carnival plc Corporate Governance Report forms part
of this Carnival plc Directors’ Report and is
incorporated into it by this reference.
Independent Auditor
Deloitte LLP, the independent auditor of Carnival plc,
has indicated its willingness to continue in office and a
resolution that Deloitte LLP be appointed as the
independent auditor of Carnival plc for the fiscal
2025 audit will be proposed at the 2025 Annual
General Meeting.
Annex A
―
Carnival plc Directors’ Report
POLITICAL CONTRIBUTIONS
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Carnival plc Directors' Report
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the
Carnival plc Annual Report in accordance with
applicable law and regulations for each financial
year.
Under company law, the Directors have prepared the
group financial statements in accordance with
UK-adopted international accounting standards and
the parent company financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards, comprising the FRS 101 “Reduced
Disclosure Framework” and applicable law).
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law, the Directors must not approve the financial
statements unless they are satisfied that they give a
true and fair view of the state of affairs of Carnival plc
and the Carnival plc group and of the profit or loss
of the Carnival plc group for that period.
In preparing the financial statements, the Directors
are required to:
•
select suitable accounting policies and then apply
them consistently;
•
make judgments and estimates that are reasonable
and prudent;
•
state whether applicable UK-adopted international
accounting standards have been followed for the
group financial statements and United Kingdom
Accounting Standards, comprising FRS 101 and
applicable law have been followed for the parent
company financial statements; and
•
prepare the group and parent company financial
statements on the going concern basis unless it is
inappropriate to presume that the group and
company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain Carnival plc’s and Carnival plc group’s
transactions and disclose with reasonable accuracy
at any time the financial position of Carnival plc and
the Carnival plc group and to enable them to ensure
that the Carnival plc Annual Report complies with
the Companies Act.
The Directors are also responsible for safeguarding
the assets of Carnival plc and the Carnival plc group
and hence for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on its website. Legislation in
the UK governing the preparation and dissemination
of financial statements may differ from legislation
in other jurisdictions.
Each of the Directors, whose names and functions
are listed in the Proxy Statement, confirms that, to the
best of his or her knowledge:
(a)
the Carnival plc group financial statements,
which have been prepared in accordance with UK-
adopted international accounting standards,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Carnival
plc group;
(b)
the Carnival plc parent company financial
statements, which have been prepared in
accordance with United Kingdom Accounting
Standards, comprising FRS 101 and applicable
law, give a true and fair view of the assets,
liabilities, financial position and profit or loss of
Carnival plc;
(c)
the Directors’ Report attached as Annex A to the
Proxy Statement and the Strategic Report
include a fair review of the development and
performance of the business and the position of
the Carnival plc group and Carnival plc, together
with a description of the principal risks and
uncertainties that they face; and
(d)
the Carnival plc Annual Report taken as a whole,
is fair, balanced and understandable and provides
the information necessary for the shareholders
of Carnival plc to assess the position and
performance, business model and strategy of
the Carnival plc group and Carnival plc.
As part of the process to reach the conclusion in
(d) above as well as the overall annual report review
process, the Audit Committees received and reviewed
Annex A
―
Carnival plc Directors’ Report
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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A-11
drafts of the components of the annual report and
provided feedback at a meeting with management to
discuss the disclosures in advance of our fiscal year
end. Feedback received was appropriately addressed
ahead of the January meeting of the Audit Committees
where the updated draft Annual Report was
reviewed and the January meeting of the Boards
where the final Annual Report was reviewed and
approved.
In the case of each Director in office at the date the
Directors’ Report is approved:
•
so far as the Director is aware, there is no relevant
audit information of which the Carnival plc
group’s and Carnival plc’s auditor is unaware; and
•
they have taken all the steps that they ought to
have taken as a Director in order to make
themselves aware of any relevant audit information
and to establish that Carnival plc group’s and
Carnival plc’s auditor is aware of that information.
This confirmation is given and should be interpreted
in accordance with the provisions of section 418 of the
Companies Act 2006.
This Directors’ Report was approved by the Board of Directors and
is signed by order of the Board of Directors by
DOREEN S. FURNARI
Company Secretary
January 27, 2025
Carnival plc
Incorporated and registered in England and Wales under number 4039524
Annex A
―
Carnival plc Directors’ Report
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
A-12
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Carnival plc Directors' Report
Annex B
―
Carnival plc Directors’
Remuneration Report (Part II)
Certain information required to be included in the
Carnival plc Directors’ Remuneration Report is set
forth in Part I (which is also known as the
Compensation Discussion and Analysis) and in the
“Non-Executive Director Compensation” and
“Compensation Tables” sections of the 2024 Notice of
Annual Meetings and Proxy Statement to which this
Report is annexed (the “Proxy Statement”). The
Compensation Discussion and Analysis and the
relevant parts of the Proxy Statement should be read
in conjunction with this Part II.
Parts I and II of the Carnival plc Directors’
Remuneration Report form part of the Carnival plc
Annual Report for the year ended November 30, 2024.
Carnival plc and Carnival Corporation are separate
legal entities (together referred to as “Carnival
Corporation & plc”) and each company has its own
Board of Directors and Compensation Committee.
However, as required by the agreements governing
the dual listed company (“DLC”) arrangement, there is
a single management team and the Boards of
Directors and members of the Committees of the
Boards are identical. Accordingly, consistent with
prior years, we have included remuneration paid by
Carnival Corporation and Carnival plc in the Carnival
plc Directors’ Remuneration Report. The Directors
are primarily paid by Carnival Corporation as part of
the DLC arrangement.
Both Parts I and II of the Carnival plc Directors’
Remuneration Report are in compliance with
Schedule 8 of the LMCG Regulations and the UK
Corporate Governance Code, the UK Companies Act
2006 (“Companies Act”) and the UK Listing Rules of the
FCA. In particular, our executive compensation
program takes into account the principles outlined in
Provision 40 of the UK Corporate Governance Code,
as set forth in Part I and Part II of the Carnival plc
Directors’ Remuneration Report.
The Carnival plc Directors’ Remuneration Report
(other than the Carnival plc Directors’ Remuneration
Policy which is set out in Section 3 of this Part II) is
subject to an advisory (non-binding) vote at the
2025 Annual General Meeting. Section 2 of this Part II
is the Implementation Section, which contains the
disclosures in respect of the actual pay outcomes for
fiscal 2024 and the anticipated outcomes for fiscal
2025 when implementing the Directors’ Remuneration
Policy approved in April 2023 and the updated
Directors’ Remuneration Policy subject to shareholder
approval at the 2025 Annual General Meeting.
Section 3 contains the updated Directors’
Remuneration Policy, which is subject to a binding
vote at the 2025 Annual General Meeting and will, if
approved, take effect from April 16, 2025.
1.
Statement by Randy Weisenburger, Chair of the
Compensation Committees
The major decisions on Directors’ remuneration and
the changes to Directors’ remuneration during the
year (and the context for these decisions and changes)
are summarized in the “Executive Summary” section
in Part I of the Carnival plc Directors’ Remuneration
Report as well as my other letter as Chair of the
Compensation Committees set out in Part I of the
Carnival plc Directors’ Remuneration Report.
Our pay practices are consistent with best and
established market practice provisions in the U.S.
where, for example it is not common to defer the
release of long-term incentive grants following their
vesting or to require executives to maintain a
shareholding following their departure from the
group. The Compensation Committees have
considered the potential implications of adopting
such developments in UK practice since the last policy
review and concluded that it would both unnecessarily
place Carnival Corporation & plc at a competitive
disadvantage to other large U.S. headquartered
companies and that the corresponding increase in
the overall quantum of pay required to offset the
diminution in the packages arising from such
provisions would not be in the interests of
shareholders. The Compensation Committees will
Carnival plc Directors' Remuneration Report
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B-1
keep such matters and whether they become more
prevalent in the U.S. under review.
The performance results for fiscal 2024 short and
long-term incentives are detailed in Part I. The
Compensation Committees considered the outcome
under the terms of the various variable pay
arrangements and approved the results without
application of discretion as described in “2024 MIP
Annual Cash Bonus Performance Results”.
A new Directors’ Remuneration Policy is being
submitted to shareholders for approval at the 2025
Annual Meetings of Shareholders. The Directors’
Remuneration Policy sets the framework under which
the Compensation Committees make pay decisions
affecting our Executive and Non-Executive Directors.
The Compensation Committees continue to consider
the Directors’ Remuneration Policy (after giving
effect to the proposed changes set out in Section 3)
to be appropriate, including the overall pay levels,
having regard to the Executive Directors’ positioning
relative to the Peer Group set out in Part I.
2.
Implementation Section
2.1
IMPLEMENTATION OF APPROVED POLICY
The Directors’ Remuneration Policy that is currently
in effect (the “2023 Policy”) was approved by the
Carnival Corporation and Carnival plc shareholders at
the Annual General Meeting held on April 21, 2023
with over 98% shareholder support. The 2023 Policy
will be operated by Carnival plc until a new Directors’
Remuneration Policy is approved. A new, updated
Directors’ Remuneration Policy is being proposed for
shareholder approval at the 2025 Annual General
Meeting (the “2025 Policy”). The 2025 Policy is included
within Annex B of this 2024 Notice of Annual
Meetings of Shareholders and Proxy Statement,
which is available on our website at
www.carnivalcorp.com
and
www.carnivalplc.com
.
The Compensation Committees have regard to the UK
Corporate Governance Code and are satisfied that
the 2023 Policy supports the long-term success of
Carnival Corporation & plc and includes due regard to
corporate and social responsibility issues and to
managing risk within the group. The 2025 Policy (after
giving effect to the proposed changes set out in
Section 3) will be implemented for fiscal 2025
consistent with the descriptions of the 2025
compensation described in the tables below and in
accordance with the approach to implementation set
out in the compensation philosophy overview and
disclosures found in Part I.
During the year, the following actions were taken for
2024 or anticipated for fiscal 2025 when implementing
the 2023 Policy and the 2025 Policy, subject to
shareholder approval:
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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Carnival plc Directors' Remuneration Report
EXECUTIVE DIRECTORS
Compensation
Element
Actions Taken
BASE SALARY
Annual Salaries (not audited)
Annual salary levels as at December 1, 2024 were:
•
Mr. Weinstein
$1,400,000
•
Mr. Arison
$1,000,000; however, effective April 1, 2020, at Mr. Arison’s request,
the Compensation Committees authorized the suspension of his
salary which remains effective through fiscal 2025.
Mr. Weinstein’s salary for fiscal 2024 was increased to $1,400,000 (effective March 1, 2024). In
2024, we changed our annual pay cycle for all global shoreside employees, including
Mr. Weinstein, from December 1 to March 1. All affected employees, including Mr. Weinstein,
received a one-time salary adjustment payment to bridge the gap created by the shift to a later
base salary review cycle compared to prior years.
In fiscal 2024, the Compensation Committees undertook a review of CEO and other Named
Executive Officers’ pay as part of a broader review of our pay philosophy for executives and
employees generally. After a review of the Peer Group (as defined in Part I) data, 2025 CEO total
target pay was found to be below market median. For 2025, our pay philosophy remains
focused on pay for performance, but aims to set target compensation at a more competitive
level and closer to the median CEO compensation levels.
Mr. Weinstein’s 2025 base salary was increased to $1,450.000 (effective March 1, 2025). When
combined with the changes to annual bonus target and annual long-term incentives described
below, Mr. Weinstein’s annual target compensation aligns with market median (based on
Frederic W. Cook & Co., Inc.’s (“FW Cook”) review of the Peer Group data).
Details of the companies considered as comparators for the market competitive reviews
described above are set out in the “Process for Making Compensation Determinations” section
in Part I.
At Mr. Arison’s request, the Compensation Committees authorized the continued suspension of
Mr. Arison’s salary for fiscal 2024 and fiscal 2025.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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B-3
Compensation
Element
Actions Taken
ANNUAL
BONUS
Fiscal 2024 Annual Bonus (audited)
The annual bonus program is referred to as the Management Incentive Plan, or MIP. The
quantitative performance measures for Mr. Weinstein’s annual bonus in respect of fiscal 2024
included adjusted Operating Income and environmental, safety, security and sustainability
results. Additional details regarding the performance measures and targets for Mr. Weinstein’s
annual bonus are included in the “Annual Bonuses” section in Part I under “2024 MIP
Performance Metrics and Targets” and “2024 MIP Annual Cash Bonus Performance Results.”
Mr. Arison does not participate in our performance-based annual bonus program.
Annual bonus for Executive Directors who served in fiscal 2024 were as follows:
•
Mr. Weinstein
$5,241,600
•
Mr. Arison
Nil
Fiscal 2025 Annual Bonus
―
Performance measures and targets (not audited)
We will continue using a quantitative performance-based incentive program in 2025, with
pre-defined metrics and goal levels consistent with the process set out in the “Annual Bonuses”
section in Part I. For fiscal 2025, the quantitative performance measures are expected to be
adjusted Operating Income and environmental, safety, security, and sustainability results. The
specific performance targets for fiscal 2025 will be disclosed at the end of the performance
period in the Carnival plc Directors’ Remuneration Report for fiscal 2025, as the Boards of
Directors consider them strategic and commercially sensitive to disclose at this time.
For fiscal 2025, Mr. Weinstein’s target bonus will be increased from $2,800,000 to $2,900,000
(with the maximum possible bonus being 200% of this level) as part of adjustments to bring
target CEO compensation closer to median Peer Group pay, in line with our compensation
philosophy. When combined with the changes to base salary described above and annual
long-term incentives described below, Mr. Weinstein’s annual target compensation aligns with
market median (based on FW Cook’s review of the Peer Group data).
Mr. Arison does not participate in our performance-based annual bonus program.
As reported in the “Annual Bonuses” section in Part I, the annual bonus program includes
clawback features that will require participants to reimburse us for all or a portion of payments
received under the program in the case of a participant’s wrongdoing that results in a material
restatement of our financial statements.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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Carnival plc Directors' Remuneration Report
Compensation
Element
Actions Taken
LONG-TERM
INCENTIVE
COMPENSATION
Long-Term Incentive Compensation in Fiscal 2024 (audited)
Descriptions of the share grants made to Mr. Weinstein during fiscal 2024 and their vesting
conditions are set out in the “Disclosure and the Timing of Long-Term Incentive and Equity-
Based Compensation” section in Part I. No long-term incentive compensation was made to
Mr. Arison in fiscal 2024.
Long-Term Incentive Compensation in Fiscal 2025 (not audited)
The long-term incentive compensation for fiscal 2025 for Mr. Weinstein will include a performance-
based restricted stock unit (“PBS”) grant with a target value of $6.9 million and a time-based
restricted stock unit (“TBS”) grant with a value of $4.6 million after application of an increase
related to adjustments to bring target CEO compensation closer to median Peer Group pay, in
line with our compensation philosophy. These values also reflect a larger portion of total target
compensation being allocated to equity incentives as compared to fiscal 2024 total target
compensation. Long-term incentive compensation targets for Mr. Weinstein are nearer to, but
still lower than, market median following this increase (based on the review of our Peer Group
data).
The monetary amount referred to for the PBS grant are subject to quantitative performance
conditions that will be applied to the target number of PBS at the end of the three-year
performance period. The performance measures for the PBS grant may include financial or
other performance measures. The specific quantitative performance measures and goals will be
disclosed in the Carnival plc Directors’ Remuneration Report for fiscal 2025 as the Boards of
Directors consider them strategic and commercially sensitive to disclose at this time. The
specific performance targets will be disclosed after the end of the performance period in the
Carnival plc Directors’ Remuneration Report for fiscal 2027 as the Boards of Directors consider
them strategic and commercially sensitive to disclose at this time. The monetary amount
referred to for the TBS grant has three-year annual pro-rata vesting and is subject to continued
employment. As explained in the “Equity-Based Compensation” section in Part I, grants are
calculated by reference to the value of shares to facilitate external comparisons and also
comparison to other forms of compensation.
No long-term incentive compensation will be made to Mr. Arison in fiscal 2025.
BENEFITS
Benefits in Fiscal 2024 (audited)
The detailed benefits provided to Mr. Arison are described in the footnotes to the “Single Figure
Table” below. The detail of benefits provided to Mr. Weinstein is set out in the “All Other
Compensation” table in the “Executive Compensation” section of the Proxy Statement.
Benefits in Fiscal 2025 (not audited)
Benefits provided to Mr. Arison and Mr. Weinstein in fiscal 2025 are expected to be similar to
those provided in fiscal 2024, except that Mr. Weinstein and Mr. Arison may receive an
allowance in lieu of the executive health insurance program (including the fully insured plan and
the secondary medical reimbursement plan), which is being discontinued.
PENSIONS
Pensions in Fiscal 2024 (audited)
Details of the pension plan that Mr. Arison participated in in fiscal 2024 are set out in “Total
Pension Entitlements” section. Mr. Arison does not have any accrued benefits under his pension
plan as of November 30, 2024. Mr. Weinstein does not have any pension entitlements other
than employer contributions to Mr. Weinstein under the Carnival Corporation Fun Ship Savings
Plan, a 401(k) plan.
Pensions in Fiscal 2025 (not audited)
No material changes to the arrangements are anticipated for 2025.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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B-5
Compensation
Policy
Actions Taken
STOCK
OWNERSHIP
POLICY
Stock Ownership Policy (audited)
A description of the stock ownership policy applicable to Executive Directors is set out in the
“Stock Ownership Policy” section in Part I. New Executive Directors are expected to be in
compliance with the stock ownership policy within five years of the date of becoming an
Executive Officer. Messrs. Arison and Weinstein were in compliance with the stock ownership
policy as of November 30, 2024.
NON-EXECUTIVE DIRECTORS
Compensation
Element
Actions Taken
FEES AND
ANNUAL STOCK
GRANTS
Fees in Fiscal 2024 (not audited)
As described in last year’s Carnival plc Directors’ Remuneration Report, during fiscal 2024,
Non-Executive Directors received a $110,000 annual retainer. For fiscal 2024, the Senior
Independent Director received an additional retainer of $50,000 per annum. In addition, Non-
Executive Directors received additional compensation of $30,000 or $10,000, respectively, for
serving as Chair or a Member of a Board Committee, per each Committee.
Restricted Share Grants in Fiscal 2024 (audited)
Each Non-Executive Director elected or re-elected in April 2024 received share grants worth
approximately $195,000 on April 8, 2024. Each of these grants was based on the average of the
closing prices of a Carnival Corporation share over a 10-business day period ending on the grant
date ($16.06).
The restricted shares vest on April 21, 2027 and are not forfeited if a Director ceases to be a
Director after having served as a Director for at least one year.
Fees in Fiscal 2025 (not audited)
No material changes to the arrangements are anticipated for 2025.
Restricted Share Grants in Fiscal 2025 (not audited)
Beginning in 2025, the Boards wish to change practice to grant unrestricted shares which may
include a one-year vesting period for Non-Executive Directors with less than one year of service
on the Boards.
Compensation
Policy
Actions Taken
STOCK
OWNERSHIP
POLICY
Stock Ownership Policy (audited)
A description of the stock ownership policy applicable to Non-Executive Directors is set out in
Section 2.11 Directors’ Shareholding and Share Interests below. New Non-Executive Directors
must achieve this requirement no later than five years from the date of their initial election to
the Boards of Directors by the shareholders. Each of the Non-Executive Directors serving in
fiscal 2024 is in compliance with this Board-mandated requirement having met the required
ownership target, except Ms. Connors who is in compliance by virtue of being in the initial
five-year period.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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2.2
SERVICE CONTRACTS (NOT AUDITED)
Because Directors do not have formal agreements, it
is not feasible to include a table with the unexpired
terms.
Non-Executive Directors are appointed under terms
set out in a letter of appointment. They do not have
service contracts and their appointments can be
terminated (by
the Boards of Directors) without any compensation
on termination. However, they may retain their share
grants (if they have already served for at least one
year) and may receive a departing gift of up to $25,000
in value.
2.3
COMPENSATION COMMITTEES (NOT AUDITED)
The membership of the Compensation Committees
during the year consisted of four members who are
deemed independent by the Boards of Directors:
•
Randy Weisenburger (Chair);
•
Jason Cahilly;
•
Helen Deeble; and
•
Laura Weil.
The members of the Compensation Committees are
appointed by the Boards of Directors based on the
recommendations of the Nominating & Governance
Committees. Further details regarding the
Compensation Committees (including the number of
meetings of the Compensation Committees held in
fiscal 2024 and the attendance of the members at
such meetings) can be found in the Carnival plc
Corporate Governance Report attached as Annex C to
the Proxy Statement.
Details of the Compensation Committees’ process for
making compensation determinations, including
the advice provided by internal colleagues and
external advisors are set out in the “Process for
Making Compensation Determinations” section in
Part I. As stated in Part I, FW Cook & Co., Inc. (together
with its UK affiliated firm, FIT Remuneration
Consultants LLP, which is a member of the
Remuneration Consultants Group, the UK professional
body, and complies with its code of conduct) were
appointed by the Compensation Committees as their
external advisors. The advisors were appointed
following a tender process and are subject to an
ongoing periodic review by the Compensation
Committees of their independence and quality. They
provide no other services to Carnival Corporation & plc
and, accordingly, are considered independent by the
Compensation Committees and to provide objective
advice.
FW Cook and FIT Remuneration Consultants LLP have
each provided their written consent to the form and
content of their references in the Carnival plc Directors’
Remuneration Report and the Proxy Statement.
Fees paid to the Compensation Committees’ external
advisors in fiscal 2024 were $311,716 to FW Cook
and $21,149 to FIT Remuneration Consultants LLP,
such fees being charged as an annual retainer for
specified services and an hourly rate for any additional
requested services and advice provided.
Annex B
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Carnival plc Directors’ Remuneration Report (Part II)
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IMPLEMENTATION SECTION
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2.4
SHAREHOLDER VOTING ON REMUNERATION MATTERS (NOT AUDITED)
The Annual Meetings of Shareholders of Carnival Corporation and Carnival plc were held on April 5, 2024. The
results of the shareholder vote on remuneration matters were as follows:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
Proposal
Number of
Votes
%
Number of
Votes
%
Number of
Votes
Number of
Votes
To hold a (non-binding) advisory
vote to approve the fiscal 2023
compensation of the Named
Executive Officers of Carnival
Corporation & plc
615,132,160
96.9
19,873,699
3.1
1,762,394
201,653,034
To hold a (non-binding) advisory
vote to approve the Directors’
Remuneration Report (other
than the part containing the
Carnival plc Directors’
Remuneration Policy set out in
Section B of Part ll of the Carnival
plc Directors’ Remuneration
Report) (as set out in the annual
report for the year ended
November 30, 2023)
616,873,377
97.2
17,759,162
2.8
2,135,714
201,653,034
The last shareholder vote on the Carnival plc Directors’ Remuneration Policy was held during the April 21, 2023
Annual Meetings of Shareholders of Carnival Corporation and Carnival plc, and the results of that vote were as
follows:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
Proposal
Number of
Votes
%
Number of
Votes
%
Number of
Votes
Number of
Votes
To approve the Carnival plc
Directors’ Remuneration Policy
set out in Section B of Part II of
the Directors’ Remuneration
Report as set out in the annual
report for the year ended
November 30, 2022
510,280,823
98.2
9,221,491
1.8
19,335,742
235,161,369
Carnival Corporation & plc has a long-standing
shareholder outreach program and routinely interacts
with shareholders on a number of matters, including
executive compensation. The Compensation
Committees consider all constructive feedback
received about executive compensation.
During fiscal 2024, we have continued to engage with
shareholders to seek feedback on our compensation
program, and to incorporate that feedback in our
compensation discussions. We engaged with a
significant number of our shareholders throughout
the year. Our Senior Independent Director and
Presiding Director (who is also the Chair of our
Compensation Committees) participated in select
meetings to discuss our compensation program.
The feedback we received throughout fiscal 2024
indicated that shareholders were pleased with the
2024 program structure as described in our 2024
Proxy Statement. As a result, the Compensation
Committees maintained the quantitative and
performance-based structure of our executive
compensation program for fiscal 2025, as previously
disclosed.
The Compensation Committees have and will continue
to consider results from the annual shareholder
advisory votes, including the next vote in April 2025,
as well as other shareholder input, when evaluating
executive compensation programs and policies.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
B-8
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Carnival plc Directors' Remuneration Report
2.5
PERFORMANCE GRAPH AND TABLE (NOT AUDITED)
The graphs below show a comparison of a hypothetical investment of $100 in Carnival Corporation common
stock and Carnival plc ordinary shares against the S&P 500 index for the period from December 1, 2014 to
November 30, 2024. The graphs have been calculated on a U.S. dollar basis. We consider S&P 500 index to be an
appropriate index for purposes of this comparison as it is a broad-based index and Carnival Corporation has
been a constituent of the index for many years.
0.00
50.00
100.00
150.00
200.00
250.00
300.00
400.00
350.00
2014
2015
2016
2017
2018
2019
2020
2021
2022
2024
2023
Carnival Corporation
S&P 500 Index
Comparison of 10 Year Cumulative Total Return
Assumes Initial Investment of $100
0.00
50.00
100.00
150.00
200.00
250.00
300.00
400.00
350.00
2014
2015
2016
2017
2018
2019
2020
2021
2022
2024
2023
Carnival plc
S&P 500 Index
Comparison of 10 Year Cumulative Total Return
Assumes Initial Investment of $100
Annex B
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Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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B-9
The following table sets out, for our CEO, the total
remuneration as seen in the Single Figure Table, the
bonus paid as a percentage of the maximum
opportunity and the number of shares that have
vested against the maximum number of shares that
could have been received over a 10-year period.
Year
Name
Single Figure
of Total
Remuneration
($000)
Annual Bonus
as a %
of Maximum
PBS Vesting
as a %
of Maximum
ERA Vesting
as a %
of Maximum
SEA Vesting
as a %
of Maximum
2024
Mr. Weinstein
17,424
94
N/A
(1)
100
(2)
N/A
2023
Mr. Weinstein
10,309
93
N/A
(1)
N/A
N/A
2022
Mr. Weinstein
(3)
1,899
55
38 / 90
(4)
N/A
0
2022
Mr. Donald
(3)
5,842
55
38 / 90
(4)
N/A
0
2021
Mr. Donald
15,266
100
8
N/A
0
2020
Mr. Donald
4,587
0
16
N/A
0
2019
Mr. Donald
8,713
38
56
N/A
0
2018
Mr. Donald
12,704
78
72
N/A
N/A
2017
Mr. Donald
11,711
73
81
N/A
N/A
2016
Mr. Donald
32,132
76
94
N/A
N/A
2015
Mr. Donald
10,621
87
80
N/A
N/A
(1)
No PBS performance period ended in fiscal 2023 or fiscal 2024. The next PBS grant performance period, for the grant made in
April 2023, will end November 30, 2025.
(2)
ERA is a one-time retention and business recovery incentive granted to Mr. Weinstein prior to his appointment as CEO. The
performance period ended in fiscal 2024 and the incentive will be paid in February 2025.
(3)
The fiscal 2022 figures have been prorated for each individual to reflect the period in office as a CEO.
(4)
Reflects PBS percentages for 2022 consisting of the annual 2020 PBS vesting at 76.11% out of a possible 200% (or 38% as
a percentage of maximum) and the 2020 sustainability PBS vesting at 135.56% out of a possible 150% (or 90% as a percentage
of maximum), respectively. The 2020 sustainability PBS grants were made to Mr. Weinstein and Mr. Donald in 2020 and the
program ended following the end of the performance period in 2022.
2.6
PERCENTAGE CHANGE IN PAY OF EACH DIRECTOR
―
FISCAL 2020 TO
FISCAL 2024 (NOT AUDITED)
The prescribed pay elements are salaries, retainers,
taxable benefits and annual bonus outcomes.
Information in respect of global employees of Carnival
plc is used for the purposes of this comparison, as
required by the LMCG Regulations. The percentages
have been calculated using a full-time equivalent
weighted-average number of global employees of
Carnival plc. The disclosure will build up over time to
cover a rolling five-year period.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
B-10
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Carnival plc Directors' Remuneration Report
Year-on-year percentage change in pay of each Director compared to employee average
2024
2023
2022
2021
2020
Name
Salary/
Retainer
(%)
Benefits
(%)
Bonus
(%)
Salary/
Retainer
(%)
Benefits
(%)
Bonus
(%)
Salary/
Retainer
(%)
Benefits
(%)
Bonus
(%)
Salary/
Retainer
(%)
Benefits
(%)
Bonus
(%)
Salary/
Retainer
(%)
Benefits
(%)
Bonus
(%)
Micky Arison
0
18.7
N/A
0
13.8
N/A
0
(22.3)
N/A
(100)
28.7
N/A
(69.1)
(7.8)
N/A
Sir Jonathon
Band
10.7
N/A
N/A
0
0
N/A
0
0
N/A
59.1
0
N/A
(37.1)
(100.0)
N/A
Jason Glen
Cahilly
13.6
0
N/A
0
0
N/A
0
0
N/A
59.4
0
N/A
(37.3)
(100.0)
N/A
Nelda J.
Connors
(1)
23.8
0
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Helen Deeble
13.6
0
N/A
0
0
N/A
0
0
N/A
59.4
0
N/A
(37.3)
0
N/A
Jeffrey J.
Gearhart
11.3
0
N/A
20.9
0
N/A
0
0
N/A
168.3
0
N/A
N/A
N/A
N/A
Katie Lahey
13.6
0
N/A
0
0
N/A
0
0
N/A
59.4
0
N/A
(37.3)
(100.0)
N/A
Sara Mathew
7.3
N/A
N/A
2042.2
0
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Stuart Subotnick
10.7
0
N/A
0
0
N/A
0
0
N/A
59.1
0
N/A
(33.8)
(100.0)
N/A
Laura Weil
16.5
0
N/A
20.9
0
N/A
0
0
N/A
59.4
0
N/A
(37.3)
0
N/A
Josh Weinstein
(2)
11.6
46.7
12.7
200.0
1600.1
405.9
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Randy
Weisenburger
19.1
0
N/A
(11.3)
0
N/A
0
0
N/A
59.8
0
N/A
(29.5)
0
N/A
Employee
Average
5.5
4.8
54.4
0.02
(25.1)
(16.1)
4.9
28.1
(53.1)
10.6
13.0
232.9
(2.0)
54.3
(11.1)
(1)
Ms. Connors joined the Boards of Directors effective April 5, 2024.
(2)
Mr. Weinstein was appointed to the Boards of Directors effective August 1, 2022. Year-on-year change figures were calculated
using the pro-rated pay for the time he was CEO in fiscal 2022 and full year pay for subsequent years.
2.7
UK CEO PAY RATIO (NOT AUDITED)
In line with UK reporting requirements to which Carnival plc became subject in fiscal 2020, set out below are
ratios which compare the total remuneration of the person(s) who served as our CEO(s), as included in Section 2.9
Single Figure Table, to the remuneration of the 25th, 50th and 75th percentile of UK employees of Carnival plc
and its subsidiaries. The disclosure will build up over time to cover a rolling 10-year period.
Fiscal Year
Method
PAY RATIO
25th Percentile
50th Percentile (median)
75th Percentile
2024
Option A
540:1
990:1
1,504:1
2023
Option A
960:1
607:1
301:1
2022
Option A
753:1
440:1
202:1
2021
Option A
2,083:1
1,359:1
424:1
2020
Option A
184:1
106:1
58:1
The pay ratios have been calculated using Option A as we consider this the most straight-forward approach
from the options available in the LMCG Regulations and is consistent with the information and methodology used
in determining the U.S. CEO Pay Ratio disclosed in the Proxy Statement. Option A requires the calculation and
ranking, from lowest to highest, of the pay and benefits of UK employees for the relevant fiscal year, to identify
those at the 25th, 50th and 75th percentiles. The total CEO pay for fiscal 2024 is $17,423,151.
Annex B
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Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
Carnival plc Directors' Remuneration Report
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B-11
The base salary and total remuneration received during the fiscal 2024 year by the indicative employees as of
September 30, 2024 on a full-time equivalent basis used in the above analysis are set out below:
25th Percentile
($)
50th Percentile (median)
($)
75th Percentile
($)
Base Salary
11,584
17,595
32,293
Total Remuneration
11,584
17,595
32,293
The figures above include gratuities directly billed to our guests, if applicable, but excludes any cash gratuities
that may be paid directly to an employee by guests. It also excludes room and meals, transportation to and from
the ship, and medical care, which are provided to our crew members without charge.
Factors influencing this year’s result include the 2024 annual bonus and 2022 ERA incentive program outcomes
for the CEO.
The UK CEO Pay Ratio is likely to vary, potentially significantly, over time since it will be driven largely by variable
pay outcomes for our CEO and changes in our employee population over time. As a result, and depending on our
performance and employee population, the UK CEO Pay Ratio could increase or decrease significantly in future
fiscal years. For the reasons described above, the median ratio may not be representative of our pay and
progression policies.
2.8
RELATIVE IMPORTANCE OF SPEND ON PAY (NOT AUDITED)
$0
$3,118
$0
$3,303
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,500
$3,000
Profit distributed by way of dividend and share
buybacks(1)
Overall expenditure on pay(2)
$'millions
2023
2024
% change
:
5.9%
% change
:
0%
(1)
No profits were distributed by way of dividend or by way of share buyback during fiscal 2024 and fiscal 2023.
(2)
Overall expenditure on pay has been calculated on a broadly consistent approach to the standard UK approach to calculating
this amount and includes all global staff using normal accounting conventions for benefits and includes expected value
assumptions in respect of share grants and so is not consistent with methodologies used elsewhere in this Part II.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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Carnival plc Directors' Remuneration Report
2.9
SINGLE FIGURE TABLE (AUDITED)
EXECUTIVE DIRECTORS
The compensation of the Executive Directors of Carnival Corporation and Carnival plc for fiscal 2024 and 2023 is
as follows:
Executive Director
Josh Weinstein
Micky Arison
$000
2024
2023
2024
2023
Salary
1,395
1,250
0
(1)
0
Benefits
(2)
641
437
127
107
Pension
(3)
13
11
0
0
Total – Fixed
2,049
1,698
127
107
Annual Bonus
(4)
5,242
4,650
―
―
2022 ERA Performance Incentive
(5)
7,500
―
―
―
Equity Grants
Multi-Year Incentives
(performance-based)
(6)
0
0
—
―
Other Equity Grants
(7)
(time-based)
$ 2,633
3,961
―
―
Total – Variable
15,375
8,611
―
0
Total
17,424
10,309
127
107
(1)
Effective April 1, 2020, at Mr. Arison’s request, Carnival Corporation suspended his salary. The suspension remained in effect
through November 30, 2024.
(2)
Details of the matters for Mr. Weinstein provided within “Benefits” are disclosed in (and taken from) the “All Other Compensation”
table in the “Compensation Tables” section of the Proxy Statement (other than employer contributions to Mr. Weinstein under
the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan, which are included in “Pension”). Benefits provided to Mr. Weinstein
include ($000): compensation in lieu of Savings Plan profit-sharing contributions ($531), private medical health insurance
costs ($66.7), automobile lease or allowance ($24), and the following other benefits: spousal meals ($12); tax planning and
return preparation fees ($3.5); accidental death or dismemberment and disability and life insurance premiums ($2.4); and
personal travel ($1.5). Benefits provided to Mr. Arison include ($000): private medical health insurance costs ($61.5), driver and
security ($31.4), automobile lease or allowance ($20), and the following other benefits: automobile repair and expenses
($8.3); payments to cover premiums on certain benefits and associated tax gross up ($3.6); accidental death or dismemberment
and disability and life insurance premiums ($2); and spousal meals ($0.7). Consistent with past practice, benefits reflect the
position under U.S. rules as no UK tax is payable.
(3)
Represents employer contributions under the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan.
(4)
Details of the performance measures and targets applicable to the annual bonus for fiscal 2024 are set out in “Implementation
of Approved Policy” section above and in the “Annual Bonuses” section in Part I of the Carnival plc Directors’ Remuneration
Report. No element of the annual bonus is subject to deferral.
(5)
Details of the performance measures and targets applicable to the ERA, a one-time retention and business recovery incentive
granted in 2022, are set out in the “Earnings Recovery Alignment Performance Incentive Program” section in Part I of the Carnival
plc Directors’ Remuneration Report. The ERA was granted to Mr. Weinstein prior to becoming CEO and Director.
(6)
No multi-year incentive programs concluded in fiscal 2023 or fiscal 2024.
(7)
The 2024 amount includes the value of the 2024 TBS grant which is subject to time vesting and continued employment.
NON-EXECUTIVE DIRECTORS
Compensation of our Non-Executive Directors is set
by the Boards, upon recommendation of the
Compensation Committees following the
Compensation Committees’ annual review of Director
compensation. No Non-Executive Director is
involved in approving their own compensation.
The compensation of the Non-Executive Directors of
Carnival Corporation and Carnival plc for fiscal 2024 is
as follows. The format is different from the preceding
table for Executive Directors as certain aspects (such
as bonus and pension) do not apply to Non-
Executive Directors.
Annex B
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Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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B-13
Fees
Restricted
Stock
Total
2024
2023
2024
(1)
2023
2024
2023
Non-Executive Director
$(000)
Sir Jonathon Band
155
140
190
175
345
315
Jason Glen Cahilly
125
110
190
175
315
285
Nelda J. Connors
(2)
78
N/A
190
N/A
268
N/A
Helen Deeble
125
110
190
175
315
285
Jeffrey J. Gearhart
148
133
190
175
338
307
Katie Lahey
125
110
190
175
315
285
Sara Mathew
118
110
190
76
308
285
Stuart Subotnick
155
140
190
175
245
315
Laura Weil
155
133
190
175
245
307
Randy Weisenburger
206
173
190
175
396
347
(1)
The reported figures are the value of the grants made during the year using April 8, 2024 closing price of a share of Carnival
Corporation common stock ($15.66).
(2)
Ms. Connors joined the Boards in April 2024.
The Non-Executive Directors did not receive any benefits in fiscal 2024 and 2023, other than Sir Jonathon and
Ms. Mathew who received a benefit in 2024 representing the incremental cost of them and their spouse sailing
on a cruise ($210 each) and Mr. Cahilly and Ms. Lahey who received a benefit in 2023 representing the incremental
cost of their spouses sailing on a cruise ($105 each). The aggregate emoluments (being salary, bonuses, fees
and benefits, and excluding long-term incentives and pensions) of all Directors during fiscal 2024 were
approximately $8.8 million.
Annex B
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Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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2.10
SCHEME INTERESTS MADE TO DIRECTORS IN FISCAL 2024
(AUDITED)
The LMCG Regulations require disclosure of grants
made in the year plus a table of aggregate outstanding
grants, separately detailing grants that vest in the
year. The latter information is included in Section 2.11
Directors’ Shareholding and Share Interests below.
Director
Grant
Date
Plan
(1)
Number
of Shares
Face
Value
(2)
($)
Threshold
Vesting
Level
(3)
(%)
Vesting Level
at Maximum
Performance
(3)
(%)
Anticipated
Vesting Date(s)
Micky Arison
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Josh Weinstein
4/8/2024
TBS
168,119
2,632,744
N/A
100
4/21/2025, 2026,
and 2027
4/8/2024
PBS
(4)
392,278
6,143,073
50
200
4/21/2027
Sir Jonathon Band
4/8/2024
Restricted
Stock
12,141
190,128
N/A
100
4/21/2027
Jason Glen Cahilly
4/8/2024
Restricted
Stock
12,141
190,128
N/A
100
4/21/2027
Nelda J. Connors
4/8/2024
Restricted
Stock
12,141
190,128
N/A
100
4/21/2027
Helen Deeble
4/8/2024
Restricted
Stock
12,141
190,128
N/A
100
4/21/2027
Jeffrey J. Gearhart
4/8/2024
Restricted
Stock
12,141
190,128
N/A
100
4/21/2027
Katie Lahey
4/8/2024
Restricted
Stock
12,141
190,128
N/A
100
4/21/2027
Sara Mathew
4/8/2024
Restricted
Stock
12,141
190,128
N/A
100
4/21/2027
Stuart Subotnick
4/8/2024
Restricted
Stock
12,141
190,128
N/A
100
4/21/2027
Laura Weil
4/8/2024
Restricted
Stock
12,141
190,128
N/A
100
4/21/2027
Randy Weisenburger
4/8/2024
Restricted
Stock
12,141
190,128
N/A
100
4/21/2027
(1)
The terms of PBS and TBS incentive programs to Mr. Weinstein and the terms of restricted stock grants to Non-Executive
Directors and the basis on which these grants are made are summarized in the table above are described in the “Non-
Executive Director Compensation” and “Compensation Tables” sections of the Proxy Statement. Although subject to a future
vesting date, a Non-Executive Director restricted stock grant becomes non-forfeitable one year after their first election to the
Boards.
(2)
Face values for all grants are calculated using the closing prices of a share of Carnival Corporation common stock at the
relevant grant date, being $15.66 at April 8, 2024 for Mr. Weinstein and all Non-Executive Directors.
(3)
The restricted stock grants to Non-Executive Directors do not include performance conditions.
(4)
The face value of this grant reflects the target value. The performance period is fiscal 2024 to 2026. If the performance conditions
are fully met, vesting may be at up to 200% of the percentage indicated of the target number of shares where indicated.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
Carnival plc Directors' Remuneration Report
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B-15
2.11
DIRECTORS’ SHAREHOLDING AND SHARE INTERESTS (AUDITED)
The stock ownership policies for Executive and Non-
Executive Directors provide that all Executive and Non-
Executive Directors are required to own shares
(inclusive of unvested restricted shares, RSUs and
shares in a trust beneficially owned by a Director) of
either Carnival Corporation common stock or Carnival
plc ordinary shares with a value equal to six times
base salary for the CEO and the Executive Chair and
five times the cash retainer for Non-Executive
Directors while they are employed or serving. All new
Directors must achieve this requirement no later
than five years from the date of their initial
appointment or election to the Boards by the
shareholders. The stock ownership policies for
Executive and Non-Executive Directors provide that a
Director will be deemed to be in compliance with
the ownership requirements if the decline in the
Carnival Corporation or Carnival plc share price
results in the Director falling below the applicable
ownership level, provided that they were in
compliance prior to the share price movement and
do not sell or transfer ownership of any such shares
until after the ownership target has again been
achieved, unless otherwise approved by the Boards
of Directors. Each of the Directors serving in fiscal 2024
is in compliance with this Board-mandated
requirement. having met the required ownership
target, except Ms. Connors who is in compliance by
virtue of being in the initial five-year period.
The following table shows the total outstanding
shares as at November 30, 2024 under any incentive
plans, as well as shares that vested during fiscal 2024:
Shares (including Restricted Shares and RSUs)
Directors
Grants Without
Performance
Conditions That Have
Not Vested
(1)
Grants With
Performance Conditions
That Have Not Vested
Number of Shares
Acquired on Vesting
EXECUTIVE DIRECTORS
Micky Arison
—
—
—
Josh Weinstein
385,278
1,265,412
183,330
NON-EXECUTIVE DIRECTORS
Sir Jonathon Band
40,338
N/A
6,804
Jason Glen Cahilly
40,338
N/A
6,804
Nelda J. Connors
12,141
N/A
—
Helen Deeble
40,338
N/A
6,804
Jeffrey J. Gearhart
40,338
N/A
6,804
Katie Lahey
40,338
N/A
6,804
Sara Mathew
37,943
N/A
—
Stuart Subotnick
40,338
N/A
6,804
Laura Weil
40,338
N/A
6,804
Randy Weisenburger
40,338
N/A
6,804
(1)
Restricted shares granted to the Non-Executive Directors are subject to service conditions prior to the anniversary of their first
election to the Boards and are forfeitable until that time.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
B-16
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Carnival plc Directors' Remuneration Report
All Directors receive Carnival Corporation common stock, which are denominated in U.S. dollars.
Details of the Directors’ interests and their connected persons are as follows*:
Carnival plc
Carnival Corporation
Director
November 30,
2023
November 30,
2024
November 30,
2023**
November 30,
2024**
Micky Arison
―
―
121,136,034
85,670,611
(1)
Sir Jonathon Band
―
―
71,148
65,789
Jason Glen Cahilly
―
―
57,247
69,388
Nelda J. Connors
(2)
N/A
―
N/A
12,141
Helen Deeble
―
―
59,956
72,097
Jeffrey J. Gearhart
―
―
49,510
61,651
Katie Lahey
―
―
54,498
66,639
Sara Mathew
―
―
25,802
37,943
Stuart Subotnick
―
―
102,067
114,208
Laura Weil
―
―
101,263
113,405
Josh Weinstein
―
―
44,083
155,216
(3)
Randy Weisenburger
―
―
1,339,606
1,351,747
(4)
*
For consistency with the “Share Ownership of Certain Beneficial Owners and Management” section of the Proxy Statement, the
above table includes restricted stock (but not RSUs) held. For RSUs held by Josh Weinstein, the only Director who holds RSUs,
see the first and second columns in the prior table.
**
As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which
transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of
the Cayman Islands. Shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares
represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation
distributed such trust shares by way of a dividend to holders of shares of common stock of Carnival Corporation. Under a pairing
agreement, the trust shares are paired with, and evidenced by, certificates representing shares of Carnival Corporation common
stock on a one-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock
is issued to a person after the implementation of the DLC arrangement, a paired trust share will be issued at the same time to
such person. Each share of Carnival Corporation common stock and the paired trust share may not be transferred separately.
Each share of Carnival Corporation common stock and the paired plc special voting share are listed and trade together on the
New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is
also deemed to be the beneficial owner of an equivalent number of trust shares.
(1)
Includes (i) 968,683 shares of common stock held by the Nickel KA 2022 Annuity Trust No. 1, (ii) 1,287,758 shares of common
stock held by the Nickel KA 2022 Annuity Trust No. 2, (iii) 304,217 shares of common stock held by the Nickel KA 2023 Annuity
Trust No. 1, (iv) 690,496 shares of common stock held by the Nickel KA 2024 Annuity Trust No. 1, (v) 80,736,445 shares of common
stock held by MA 1994 B Shares, L.P., (vi) 841,506 shares of common stock held by the NA 2017-08 Trust and (vii) 841,506
shares held by the KA 2017-08 Trust.
(2)
Ms. Connors joined the Boards effective April 5, 2024.
(3)
Holdings are net of shares sold or withheld to cover tax.
(4)
Includes 961,238 shares held by Mile 26 Capital LLC.
There were no changes in the above share interests between December 1, 2024 and January 13, 2025, the latest
practicable date.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
Carnival plc Directors' Remuneration Report
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B-17
2.12
TOTAL PENSION ENTITLEMENTS (AUDITED)
Mr. Arison continues to be eligible for a benefit under
the Carnival Corporation Nonqualified Retirement
Plan for Highly Compensated Employees (the
“Retirement Plan”). Mr. Arison’s benefits under the
Retirement Plan were calculated based on age, length
of service with Carnival Corporation and the average
of his five highest consecutive years of compensation
out of the last 10 years of service. The benefit
formula provides an annual benefit accrual equal to
1% of his earnings for the year up to “covered
compensation” plus 1.6% of earnings for the year in
excess of covered compensation then multiplied by
his years of service up to a maximum of 30 years of
credited service. The elements of compensation to
determine his benefits were his base salary and annual
bonus up to the U.S. statutory limitations under
Section 401(a)(17) of the U.S. Internal Revenue Code.
Mr. Arison’s accrued benefit was fully paid out in
March 2020. It is not expected that Mr. Arison will
accrue any additional benefits under the Retirement
Plan under the terms of the program. Mr. Weinstein is
not eligible to participate in the Retirement Plan.
Details of the retirement benefits of current Executive
Directors arising from their participation in defined
benefit pension arrangements are as follows:
Executive Director
Accrued Benefit
(1)
at
Nov. 30, 2024
($000)
Increase in Accrued
Benefits including
Inflation
($000)
Value of Increase in Accrued
Benefits Net of Inflation and
Directors’ Contributions
($000)
Micky Arison
0
0
0
Josh Weinstein
―
―
―
(1)
The accrued benefit is that pension which would be paid annually on retirement at the normal retirement age of 65 under the
Retirement Plan based on service to November 30, 2024. Current Directors are not entitled to any early retirement benefits.
2.13
PAYMENTS FOR LOSS OF OFFICE (AUDITED)
No payments for loss of office (as that term is defined in the LMCG Regulations) were made during the year.
2.14
PAYMENTS TO PAST DIRECTORS (AUDITED)
Upon completion of the DLC transaction, Lord
Sterling was appointed as Life President of P&O
Cruises and Special Adviser to Micky Arison, Chair of
Carnival Corporation & plc. As Special Adviser, Lord
Sterling is entitled to receive fees for his services at
the rate of £25,000 per year payable in quarterly
installments in arrears.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
B-18
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Carnival plc Directors' Remuneration Report
2.15
PROVISION 40 DISCLOSURES
The Compensation Committees believe that Executive Director remuneration policy and practices address all of
the factors listed in Provision 40 of the UK Corporate Governance Code, as outlined below:
Clarity
Our compensation structure for Executive Directors is clearly and transparently explained and
disclosed. We provide detailed disclosures on the performance measurements and vesting
schedules used in annual and long-term incentives. We also conduct shareholder outreach to
ensure shareholders understand our executive compensation program, and take into
consideration their feedback, along with the results from the annual shareholder advisory
votes on compensation-related matters.
Simplicity
Our compensation program for our Executive Directors includes elements that are disclosed
and explained in detail and that link compensation for our CEO, the only Executive Director
that received salary, annual incentive and long-term incentives in fiscal 2024, to our long-term
success and interests of our shareholders.
Predictability
Target values, performance metric ranges and formulas for all performance-based
compensation elements and payout ranges for bonuses are disclosed and explained. Use of
discretion, if any, is also disclosed and explained.
Proportionality
The annual and long-term incentives for our CEO in fiscal 2024 are linked to the fulfilment of
quantitative performance measures and align the CEO’s compensation with our long-term
performance and long-term value creation for our shareholders. The Compensation
Committees retain discretion to ensure that rewards under the incentives reflect performance.
Risk
Our Compensation Committees conduct an annual assessment, with support from
management and the Compensation Committees’ independent consultants, to ensure our
executive compensation program does not encourage excessive risk taking. Our executive
compensation program is based on a pay-for-performance philosophy and provides a mix of
long-term and short-term cash and equity incentives that is intended to motivate
management to drive performance in short and long term and align interests with our
shareholders. Bonus payout is limited to 200% and performance ranges for all long-term
incentives are disclosed and limited. Our policy limits the risk of unfair or excessive
remuneration through the following measures:
•
clearly defined limits on the maximum opportunities of incentives;
•
powers of discretion for our Compensation Committees to adjust formulaic outcomes of
incentives to ensure payouts are aligned to performance; and
•
malus and clawback provisions on all incentives.
Alignment with
Culture
Our CEO’s compensation in fiscal 2024 is designed to drive behavior aligned with our culture,
values and strategy, for example by tying annual and long-term incentives to achievement of
health, environment, safety, security and sustainability measures, in addition to operating
performance metrics. We also have a stock ownership policy which sets minimum
shareholding requirements for our Executive Officers and all Directors.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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B-19
Section 3: Directors’ Remuneration Policy (not audited)
The following section contains the material required
to be set out in the 2025 Policy for the purposes of
Part 4 of the LMCG Regulations. The Compensation
Committees are proposing a new 2025 Policy at the
2025 Annual General Meeting primarily to permit us to
enter into service agreements with Executive
directors, increase to the cash retainer cap for Non-
Executive Directors, allow for grants of unrestricted
stock to Non-Executive Directors, and to facilitate
certain other minor changes, as described under
“Changes to the Policy” in Section 3.1. If approved by
shareholders, the 2025 Policy is to take effect from
April 16, 2025 (being the date of the Annual General
Meeting).
3.1
FUTURE POLICY TABLES
GENERAL STATEMENT ON POLICY
The future policy tables set forth below apply in
respect of the Directors. Once approved by the
shareholders at the 2025 Annual General Meetings,
they have mandatory force, which means that
payments (whether of remuneration or for loss of
office) may not be made outside the scope of the 2025
Policy without prior shareholder approval of an
amendment to the 2025 Policy unless the payment
(i) is required to be made as part of a legal obligation
entered into before June 27, 2012 and such
obligation has not been amended or renewed since,
(ii) was agreed at a time where a previous policy,
approved by shareholders, was in place provided the
payment is in line with the terms of that policy, or
(iii) was agreed at a time when the relevant individual
was not a Director of Carnival plc and the payment
was not in consideration for the individual becoming
a Director of Carnival plc. The 2025 Policy is in a
similar format to the 2023 Policy and all key changes
are summarized in an additional column to the tables.
For a description of the Boards’ processes to identify
and mitigate conflicts of interests, please refer to
“Board Balance and Independence” in the Carnival
plc Corporate Governance Report.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
SECTION 3: DIRECTORS’ REMUNERATION POLICY (NOT AUDITED)
B-20
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Carnival plc Directors' Remuneration Report
EXECUTIVE DIRECTORS
Element
Purpose and
Link to
Strategy
Operation
Maximum
Performance
Conditions
Changes to
the Policy
CONTEXT OF
POLICY
As a U.S. headquartered business with most senior executives based in the U.S., the Compensation Committees’ overall
approach to total compensation is to set pay by reference to U.S. market practice. Similarly, the design of bonus and long-
term incentives is largely driven from a U.S. context.
All Executive Directors serving in fiscal 2024 or anticipated to serve in fiscal 2025 were located in the U.S.
Carnival plc has been advised that, to comply with the regulations, each element of pay needs to be subject to a monetary
limit. Those limits are to ensure such compliance and are not reflective of any form of aspiration and are unlikely to have
any practical impact on setting appropriate compensation levels.
BASE SALARY
Provide a
baseline level
of fixed
compensation
that reflects level
of responsibility.
Salaries are reviewed after
results for the prior fiscal year
are available.
Salaries may be increased if
merited by performance or
other market factors to attract
or retain our executives.
Each year a competitive
market review is undertaken
to assist the Compensation
Committees in their
assessments. This assessment
is undertaken against
companies that the
Compensation Committees
consider to be appropriate.
This data is used to inform
considerations rather than to
benchmark to any particular
peer group level and the
Compensation Committees
apply appropriate judgment in
consideration of the data.
As a consequence of
the LMCG Regulations,
the Compensation
Committees need
flexibility to consider
appropriate increases
so will operate to an
individual cap of
$2.5 million per annum
with this level
increasing from the
date of approval by the
increase from the date
of approval in U.S.
Consumer Price Index
or (a similar measure of
inflation if this ceases
to be readily available).
It will apply the factors
set out in the previous
column in considering
salary adjustments and
will not automatically
gravitate to the
maximum.
None.
None.
ANNUAL
BONUS
To focus
executives’
attention on
achieving
outstanding
Carnival
Corporation &
plc performance
against pre-
determined
financial targets
as well as other
relevant
measures.
The annual bonus plan is
referred to as the Carnival
Corporation & plc
Management Incentive Plan
(“MIP”).
Performance measures are
chosen for each performance
period to focus participants on
achieving appropriate financial
performance results as well as
other relevant measures.
At or following the
commencement of each fiscal
year, the Compensation
Committees determine the
target bonus for each
participant by reference to
such metrics they consider to
be appropriate.
200% of target bonus.
The Compensation
Committees reserve the
right to reduce (but not
increase)
this percentage.
Target bonuses may be
set on such basis as the
Compensation
Committees consider to
be appropriate and, in
particular, may be
adjusted each year to
reflect changes in the
performance metrics
for the year.
The Compensation
Committees may set such
performance measures and
targets for the annual bonus
as they consider appropriate.
These performance measures
may be financial or non-
financial and corporate,
divisional or individual and in
such proportions as the
Compensation Committees
consider appropriate.
None.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
SECTION 3: DIRECTORS’ REMUNERATION POLICY (NOT AUDITED)
Carnival plc Directors' Remuneration Report
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B-21
Element
Purpose and
Link to
Strategy
Operation
Maximum
Performance
Conditions
Changes to
the Policy
Provides
flexibility in
rewarding
favorable
individual and
overall company
performance.
Following the end of each
fiscal year, the Compensation
Committees confirm the
performance condition
outcomes and the preliminary
bonus for each participant.
This preliminary bonus is then
moderated, which may
increase or decrease the final
bonus amount — see
performance conditions.
Bonuses are all currently paid
in cash although the
Compensation Committees
reserve discretion to build in
the ability to defer part of the
bonus (whether into cash or
shares).
It is currently anticipated that
the bonus will continue to be
cash settled.
The target levels are set
for each fiscal year as
described in the
preceding column. The
LMCG Regulations refer
to the need to set a
maximum which will
apply for up to a
three-year period. The
Compensation
Committees will not set
a target level in excess
of $5 million per
Director.
The starting point for
assessment of any financial
targets will normally be to
review the reported figures in
the Annual Report although
the Compensation Committees
may make adjustments to the
reported figures to determine
a position which, in their view,
better reflects the underlying
performance.
No payout is earned unless
the threshold level of
performance is met. At
threshold, target and
maximum, such level as the
Compensation Committees
determine for that year
(currently: 50%, 100% and
200% of target respectively)
will be provisionally granted.
However, this amount is not
thereby guaranteed as such
provisional figure is subject to
the Compensation Committees
considering wider
performance under the
moderation described below.
Moderation
The Compensation
Committees may moderate
(up or down but in all cases
subject to the over- riding
bonus cap for that year) the
preliminary bonus outcomes
in relation to financial
outcomes taking account of
both technical factors (such as
the impact of changes in
accounting principles), unusual
gains and losses and other
events outside the control of
management and individual
performance (such as
successful implementation of
strategic initiatives) as more
fully detailed in Part I. Such
moderation is a judgmental
assessment by the
Compensation Committees
and not subject to formulae.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
SECTION 3: DIRECTORS’ REMUNERATION POLICY (NOT AUDITED)
B-22
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Element
Purpose and
Link to
Strategy
Operation
Maximum
Performance
Conditions
Changes to
the Policy
LONG-TERM
INCENTIVE
COMPENSATION
•
To recognize
scope of
responsibilities
•
To reward
demonstrated
performance
and leadership
•
To motivate
future
superior
performance
•
To align the
interests of
the executive
with our
shareholders’
long-term
interests
•
To encourage
the retention
of key
executives
Each of Carnival Corporation &
plc has adopted broad
omnibus plans—the Carnival
Corporation 2020 Stock Plan
and the Carnival plc 2024
Employee Share Plan.
Each of these plans permit
equity grants to be made in a
wide variety of forms including
market value options, stock
appreciation rights (“SARs”)
and restricted stock or
restricted stock unit grants
and cash-based awards, each
of which may or may not be
subject to vesting
performance measures as the
Compensation Committees
consider appropriate.
The Compensation
Committees reserve the right
to use all aspects of the
omnibus plans as approved by
the shareholders.
Current practice (but without
limiting the powers within the
plan rules) is to operate a
program under which one or
more forms of grants are
made each year. These may
include, but are not limited to:
•
Performance-Based Share
(“PBS”) Grants:
—
subject to a three-year
performance-based
vesting;
—
allocations determined by
taking account of
aggregate market
positioning of total direct
compensation;
—
allow a maximum vesting
of up to 200% of the
number of shares granted
as the target grant with
50% (although
different percentages may
apply to future grants) of
target payable for
achieving the threshold;
and
—
no entrenched vesting
regardless of performance
on retirement included.
The Carnival
Corporation 2020 Stock
Plan and Carnival plc
2024 Employee Share
Plan rules have
individual maximum
limits and the
Compensation
Committees operate to
these limits.
As those rules were
drafted without regard
to the UK regulations,
the Compensation
Committees have set a
separate limit that
grants, under all
aspects of the plans,
will not exceed
$25 million in the year
of grant. This figure
looks at levels before
the application of any
performance multiplier
and looks at the cash
value used to
determine awards
whether cash or equity
denominated (if equity
denominated, the cash
amount will be
converted to shares
using a share price at or
near to the date of
grant or as a fixed
number of shares).
Under the rules, if
options are granted,
they are valued at
one-third of the grant
date value. It should be
noted that this inner
limit has been drafted
to comply with the UK
regulations and does
not reflect an intent or
aspiration (the CEO’s
fiscal 2025 target value
is $11.5 million).
In practice, awards will
be made having regard
to competitive
compensation data in
the U.S. (and elsewhere
as the Compensation
Committees consider
relevant) and to the
Compensation
Committees’
assessment as to what
is appropriate in light of
business strategy,
competitive data and
the experience and
caliber of the
individuals.
The balance and mix of equity
grants will be set at the
discretion of the
Compensation Committees
and the Compensation
Committees may set such
performance conditions on
the performance grants as
they consider appropriate
(whether financial, which may
include, but not be limited to,
earnings before interest and
taxes (“EBIT”), operating
income (“OI”), return on
invested capital (“ROIC”) or
total shareholder return
(“TSR”) and/or non- financial
and whether corporate,
divisional or individual).
The plans allow the
Compensation Committees to
exercise negative discretion, to
reduce or eliminate the
formulaic results of a
performance grant.
Performance grants may not
be subject to additional
performance conditions after
the initial performance
condition used to determine
grant value is completed as
the size of the initial grant may
be determined by reference to
pre-grant performance
assessment.
None.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
SECTION 3: DIRECTORS’ REMUNERATION POLICY (NOT AUDITED)
Carnival plc Directors' Remuneration Report
|
B-23
Element
Purpose and
Link to
Strategy
Operation
Maximum
Performance
Conditions
Changes to
the Policy
LONG-TERM
INCENTIVE
COMPENSATION
(CON’T)
•
Time-Based Share (“TBS”)
Grants:
subject to a three-year
annual pro-rata vesting;
allocations determined by
taking account of aggregate
market positioning of total
direct compensation.
Each form of performance or
time-vested grant may be
structured as restricted
stock units with dividend
equivalents accrued to vesting.
In practice, PBS and TBS grants
have been structured as
restricted stock units and
dividend equivalents have
accrued to vesting. Consistent
with US practice, once vested,
the recipient may hold or sell
the shares, subject to our
Stock Ownership Policy.
While not currently utilized for
Executive Directors, the share
plans described above permit
the operation of share options
and SARs and the grant of fully
vested unrestricted stock.
Both options and SARs operate
similarly, with a market value
“strike price” and vesting
schedules to be determined at
the time of grant in
accordance with prevailing
practice. The difference
between share options and
SARs relates only to the
settlement process, with the
exercise of SARs being satisfied
by the issue or transfer of
shares equal to the holder’s
gain net of exercise prices and
all relevant payroll taxes.
Carnival Corporation & plc will
honor the vesting of all grants
made under previous policies
in accordance with the terms
of such grants.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
SECTION 3: DIRECTORS’ REMUNERATION POLICY (NOT AUDITED)
B-24
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Carnival plc Directors' Remuneration Report
Element
Purpose and
Link to
Strategy
Operation
Maximum
Performance
Conditions
Changes to
the Policy
BENEFITS
To provide
perquisites
representative of
common
practice for
Executive
Directors and to
enable the
Executive
Director to give
maximum
attention to their
role.
The Compensation
Committees review perquisites
provided periodically.
Details are set out in the All
Other Compensation table in
the Executive Compensation
section of the Proxy Statement
and may include, but are not
limited to:
•
various insurance policies
•
automobile lease or
allowance
•
personal use of aircraft
•
other personal air travel
•
tax planning and return
preparation fees
•
driver and security
•
the ability to take cruises
under the cruise policy
•
living accommodations and
maintenance (where
considered appropriate)
•
relocation expenses
While the Compensation
Committees do not consider it
to form part of benefits in the
normal usage of that term,
they have been advised that
travel and/or corporate
hospitality (whether paid for
by Carnival Corporation & plc
or another and whether
provided to the Director or a
family member) may
technically come within the UK
definition so the
Compensation Committees
expressly reserve the right for
Carnival Corporation & plc to
authorize attendance at such
activities within its agreed
policies.
Executive Directors are also
eligible to participate in the
employee stock purchase
plans (or if applicable to them,
equivalent non-U.S. plans)
operated by Carnival
Corporation & plc, in line with
U.S. Internal Revenue Service
or UK Her Majesty’s Revenue
and Customs guidelines, on
the same basis as for other
eligible employees.
The Compensation
Committees reserve
discretion to introduce
new benefits where
they conclude that it is
in the interests of the
Carnival Corporation &
plc to do so, having
regard to the particular
circumstances and to
market practice. The
LMCG Regulations
require that a
maximum is prescribed
for each element of
compensation. It is not
possible to prescribe
the likely change in the
cost of insured benefits
or the cost of some of
the other reported
benefits so a monetary
limit of $1 million per
executive has been set
although, the
Compensation
Committees will
monitor the costs in
practice and ensure
that the overall costs do
not increase by more
than what the
Compensation
Committees consider to
be appropriate in all the
circumstances.
Consistent with
prior years, the benefits
have been valued in
this Part II on a
consistent basis to the
Executive
Compensation section
of the Proxy Statement
and the above limit will
be assessed on this
basis.
N/A
None.
Annex B
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Element
Purpose and
Link to
Strategy
Operation
Maximum
Performance
Conditions
Changes to
the Policy
PENSIONS
To attract and
retain our
Executive
Directors.
Defined benefit pension
provision was fixed due to U.S.
tax changes in 2009.
For the CEO and new
employees, the current
approach is for them to join
the all-employee pension
arrangements (a qualified
401(k) savings plan) on the
same basis as all U.S.
employees of Carnival
Corporation.
While no change to the policy
on pension provision is
currently anticipated, the
Compensation Committees
reserve the right to consider
the appropriate policy having
regard to the needs of the
companies and to relevant
market data.
Carnival Corporation & plc will
honor the pensions
obligations entered into under
all previous policies in
accordance with the terms of
such obligations.
Details are set out in
the table of “Total
Pension Entitlements”
in the Part I above.
As indicated in the
previous section, the
LMCG Regulations
require the
Compensation
Committees to operate
with an overall cap for
each element of
remuneration and so a
figure of $1 million per
year of annual accrued
value per Executive
Director has been
selected although the
Compensation
Committees will also
ensure that the costs
operate within an inner
limit of being aligned to
the pension
arrangements available
to all or most U.S.
employees of Carnival
Corporation.
N/A
To reflect
changes made
to the qualified
401(k) savings
plan whereby
“highly
compensated”
employees as
defined under
the Internal
Revenue Code
no longer
participate in
the profit
share
provisions of
the plan.
STOCK
OWNERSHIP
GUIDELINES
For Executive
Directors to
build and
maintain a long-
term ownership
position.
The guidelines are not
contractual and no penalty
arises if the Executive Director
does not comply.
Under the guidelines, shares
owned outright by the
executive and their immediate
family (and related trusts)
together (and consistent with
U.S. practice) with any
outstanding time vested
grants count towards the
guidelines. The Compensation
Committees reserve the right
to amend these guidelines as
they consider appropriate.
The Committees note that the
headline level of these
guidelines is higher than is
typical in for UK companies
which is appropriate given our
approach of following U.S.
practices. Consistent with
practice in the U.S., such
guidelines do not continue
following an executive’s
departure (although such an
executive may continue to be
at risk of recoupment under
our clawback policies for a
period).
Mr. Weinstein—six
times base salary
Mr. Arison—six times
base salary
Other senior executives
have guideline levels of
three or four times
base salary.
The Compensation
Committees reserve the
right to increase (but
not reduce) these stock
ownership guidelines.
N/A
None.
Annex B
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Element
Purpose and
Link to
Strategy
Operation
Maximum
Performance
Conditions
Changes to
the Policy
CLAWBACK
POLICY
The Committees review the
appropriateness of these
provisions from time to time
and reserve the right to
amend them as they consider
appropriate. Currently,
Carnival Corporation & plc has
a clawback policy adopted to
comply with the requirements
of the U.S. Dodd- Frank Wall
Street Reform Act (the
“Clawback Policy”) applicable
to performance incentives. In
the event Carnival
Corporation & plc are required
to prepare an accounting
restatement of the financial
statements due to material
non-compliance with any
financial reporting
requirement under the U.S.
federal securities laws
(including any such correction
that is material to the
previously issued financial
statements, or that would
result in a material
misstatement if the error were
corrected in the current period
or left uncorrected in the
current period) Carnival
Corporation & plc shall recover
the amount of any incentive-
based compensation received
during the recovery period
that exceeds the amount that
otherwise would have been
received had it been
determined based on the
restated financial statements.
Incentive-based compensation
is currently also subject to
additional clawback provisions
that may also be modified
from time to time but
currently apply in the case of
fraud, negligence, intentional
or gross misconduct or other
wrongdoing on the part of an
individual that results in a
material restatement of the
issued financial statements.
To add our
Clawback
Policy and
practices as a
separate
section with
detail on the
policy adopted
to comply with
U.S.
Dodd-Frank
Wall Street
Reform Act
requirements.
Additional
clawback
information
was previously
described in
the “Annual
Bonus” and
“Long-Term
Incentive”
sections.
Notes:
(1)
The rationale for all performance measures and the process for setting performance targets are explained in the relevant
sections of the table.
(2)
The general principle of the 2025 Policy is to remunerate people for their personal responsibility and contribution. To deliver
this, different reward mechanisms are used for different populations. Where the reward mechanisms differ, they reflect the
appropriate market rate position for the relevant roles.
Annex B
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NON-EXECUTIVE DIRECTORS
Element
Purpose and
link to strategy
Operation
Maximum
Performance
Conditions
Changes to
the Policy
NON-EXECUTIVE
DIRECTORS’ CASH
RETAINER
To appropriately
compensate
Non- Executive
Directors of the
highest caliber.
Fee levels are periodically
reviewed by the Boards (without
the Non-Executive Directors
voting on such matters, though to
ensure coherence of approach,
the Compensation Committees
may make recommendations to
the Boards) having regard to
external comparators. The Boards
exercise judgment as to what they
consider to be reasonable in all
the circumstances both as regards
quantum and the mix of pay and
do not apply a strict mathematical
approach to assessing such levels
(i.e. they do not automatically
apply a median level).
Within the stated maximum, the
Boards reserve the right to
consider how to structure the
Non-Executive Directors’ fees and
whether to utilize a general
retainer, committee membership,
chairmanship, attendance fees, or
board attendance or time-based
or travel allowances.
Currently, the Non-Executive
Directors receive an annual cash
retainer fee. Fees are currently
paid quarterly (but this may be
varied).
Non-Executive Directors also
receive reimbursement of travel
related expenses.
Under the LMCG
Regulations, Non-
Executive Directors are
equally subject to policy
caps as their executive
colleagues. Accordingly, the
Boards will operate within
a cash cap per individual of
$300,000 (which may be
doubled in the case of a
non-executive chair).
However, should the
Boards cease to make
restricted share grants as
detailed below, the cap for
Directors’ cash retainer
stated above may be
increased by the maximum
value of the cap relating to
restricted share grants.
None.
To increase the
cash retainer
cap by
$50,000. This
is the first
increase since
2017.
ANNUAL STOCK
GRANTS
To appropriately
compensate
Non- Executive
Directors of the
highest caliber.
To align Non-
Executive
Directors’
interests with
those of
shareholders.
Non-Executive Directors receive
annual share grants at such level
as the Boards consider to be
appropriate.
Grants may, but are not required
to, be subject to vesting or
restrictions. Current practice is for
grants to remain restricted for
three years following grant and
are not forfeitable. Beginning in
2025, the Boards wish to change
practice to grant unrestricted
shares which may include a
one-year vesting period for
Non-Executive Directors with less
than one year of service on the
Boards.
The formal cap is $250,000
per individual (which may
be doubled in the case of a
non-executive chair).
However, should the
Boards cease to pay
Non-Executive Directors a
cash retainer as detailed
above, the cap for
restricted share grants may
be increased by the
maximum value of the cap
relating to Non-Executive
Directors’ cash retainer.
No performance
conditions apply
to ensure the
Non- Executive
Directors
maintain their
independence.
Allows for
grants of
unrestricted
stock and
provides
flexibility in
determining
whether
vesting or
restricted
periods will
apply.
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Element
Purpose and
link to strategy
Operation
Maximum
Performance
Conditions
Changes to
the Policy
Non-Executive Directors must
own shares with a value of at least
five times the annual cash
retainer. New non- Executive
Directors must achieve this
requirement within the time
frame selected by the Boards
(currently five years from the date
of their initial election). The
Boards may increase (but not
reduce) this guidance. As with the
stock ownership guidelines for
executives, the guidelines are not
contractual and no penalty arises
if the Director does not comply;
however, the Boards may require
some or all of the Director’s cash
retainer to be delivered as fully
vested stock as they consider
appropriate.
Under the guidelines, shares
owned outright by the Non-
Executive Director and their
immediate family (and related
trusts) together with any
outstanding restricted stock
grants count towards the
guidelines. The Boards reserve
the right to amend these
guidelines as they consider
appropriate.
BENEFITS
To encourage
product
familiarization.
Non-Executive Directors are
encouraged to take cruises for
purposes of product
familiarization and pay a fare of
such rate as is determined from
time-to-time. Currently, for the
first 14 days per year, Non-
Executive Directors pay a fare of
$70 per person per day for such
cruises (or $150 per day in the
case of Seabourn), and for the
next 30 days per year, pay a fare
of $200 per person per day for
such cruises, plus taxes, fees and
port expenses in each case. All
other charges associated with the
cruise (e.g., air fares, fuel
supplements, fees, taxes and port
expenses, gratuities, ground
transfers, etc.) are the
responsibility of the Non-
Executive Director.
The formal cap is $100,000
per individual although the
likely level is somewhat
lower and the benefit each
year is reflected in the
table of Non-Employee
Director compensation.
Any benefits under the
cruise policy will be valued
for this purpose on an
incremental cost basis.
In addition, a departing gift
may be provided up to a
value of $25,000 per
Non-Executive Director on
termination of office.
None
None.
While the Boards do not consider
it to form part of benefits in the
normal usage of that term, the
Boards have been advised that
travel and/or corporate hospitality
(whether paid for by the Carnival
Corporation & plc or another and
whether provided to the Non-
Executive Director or a family
member) may technically come
within the UK definition so the
Boards expressly reserve the right
for Carnival Corporation & plc to
authorize attendance at such
activities within its agreed policies.
Annex B
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3.2
RECRUITMENT REMUNERATION POLICY
The following represents guidelines considered
reasonable by the Compensation Committees, but
they may need to change in relation to securing an
appropriate candidate whose appointment would, in
their view, be in shareholders’ best interests.
•
In terms of the principles for setting a package for
a new Executive Director, the starting point for the
Compensation Committees will be to look to the
general policy for Executive Directors as set out
above and structure a package in accordance with
that policy. However, as provided for in the relevant
regulations, the Compensation Committees
reserve the right to make payments of base salary
and make benefit or pension provisions outside of
the scope of the general policy (and its caps) for
Executive Directors to meet individual
circumstances of the recruitment (recognizing that
such events are inherently exceptional and
unplanned and that it would be disproportionate
to seek shareholder approval).
•
Ignoring any special recruitment arrangements
which may prove to be necessary, the annual bonus
and long-term incentive compensation
arrangements will operate (including the maximum
grant levels) as detailed in the general policies in
relation to any newly appointed Director.
•
For an internal appointment, any variable pay
element provided in respect of the prior role may
either continue on its original terms or be adjusted
to reflect the new appointment as appropriate.
•
For external and internal appointments, the
Compensation Committees may agree that Carnival
Corporation & plc will meet certain relocation
expenses as Compensation Committees consider
appropriate and/or to make a contribution towards
legal fees in connection with agreeing employment
terms.
•
Whether to enter into an employment agreement
and the terms of such agreement will be determined
at the time having regard to norms in the U.S.
and/ or where the executive will be based.
•
Carnival Corporation & plc will not pay more than
is, in the view of the Compensation Committees,
necessary and will in all cases seek, in the first
instance, to deliver any such grants under the terms
of the existing incentive pay structure. It may,
however, be necessary in some cases to make such
grants on terms that are more bespoke than the
existing annual and equity-based pay structures in
Carnival Corporation & plc in order to secure a
candidate. Details of any such grants will be
appropriately disclosed.
•
All such grants for external appointments (whether
to buy-out forfeited grants or negotiated as a
sign-on grant), whether under the annual bonus
plan, PBS, TBS or otherwise, will take account of the
nature, time-horizons and performance
requirements for any remuneration relinquished
by the individual when leaving a previous employer
and will only include guaranteed sums where the
Compensation Committees consider that it is
necessary to secure the recruitment.
•
For the avoidance of doubt, where recruitment
related grants are intended to replace existing
grants held by a candidate in an existing employer,
the maximum amounts for incentive pay as
stated in the general policies will not apply to such
grants. The Compensation Committees have not
placed a maximum limit on any such grants which
it may be necessary to make as it is not considered
to be in shareholders’ interests to set any
expectations for prospective candidates regarding
such grants. Any recruitment- related grants which
do not replace grants with a previous employer
will be subject to the limits as detailed in the general
policy.
Annex B
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A new Non-Executive Director would be recruited on
the terms explained above in respect of the main
policy for Non-Executive Directors.
A new Executive Director’s terms would be subject to
agreement on joining. The Compensation Committees
will not automatically replicate a predecessor’s
agreement and will have due regard to internal
provisions for other senior executives, developments
in market and best practice globally and to the
commercial circumstances at the time.
Mr. Weinstein.
Mr. Weinstein does not have an
employment agreement.
Mr. Arison.
Mr. Arison does not have an employment
agreement.
All elements of his compensation are subject to the
discretion of the Compensation Committees.
3.3
POLICY ON PAYMENTS FOR LOSS OF OFFICE
ALL EXECUTIVE DIRECTORS
For the avoidance of doubt, the LMCG Regulations do
not require the inclusion of a cap or limit in relation
to payments for loss of office. Carnival Corporation &
plc may, in line with U.S. practice, enter into a
severance agreement with an Executive Director
authorizing up to two times annual base salary and
two times annual target bonus in the event of
involuntary loss of office not for cause. Involuntary
loss of office includes but is not limited to, position
elimination events, adverse impact reassignment/
reduction of base pay by 10% or target compensation
of 15% or mutual separation determinations. The
Compensation Committees will aim to ensure that the
terms of any such agreement is, in their view,
appropriate in the context of where the executive
resides and is fair and reasonable.
The agreement may also provide for:
•
retention of perquisites which they currently
receive for a period;
•
payment of an annual bonus for the year of
departure (pro-rated to the period actually worked);
•
retention or acceleration of vesting of any
outstanding equity grants
•
a notice period in line with U.S. practice; and
•
payment for other items, such as outplacement
services, legal fees, settlement payments and such
other payments as our legal advisors advise may
be necessary or expedient.
The payments provided pursuant to a severance
agreement will be subject to confidentiality, non-
compete, non-solicitation and non-disparagement
provisions, unless prohibited by law or regulation,
and delivery of a signed waiver/release of all claims
acceptable to Carnival Corporation & plc.
Further detail on the terms of the potential payments
upon termination or change of control are contained
in the Executive Compensation section of the Proxy
Statement.
Any amounts already accrued under non-qualified
deferred compensation arrangements or any pension
related arrangements, which have already accrued
to the executive, will be retained and will not be a
termination payment.
Acceleration of share grants may occur following a
change of control if an executive’s position was
terminated or may occur following the termination of
their employment as disclosed in detail in the
Potential Payments upon Termination or Change of
Control part of the Executive Compensation section of
the Proxy Statement.
Mr. Arison.
The Compensation Committees have
adopted a policy not to enter into employment
contracts with longer-serving Executive Directors.
Accordingly, Carnival Corporation & plc do not have
an employment agreement with Mr. Arison that would
pay any cash severance benefits in connection with
termination of employment.
Mr. Weinstein
. Carnival Corporation & plc do not have
an employment agreement with Mr. Weinstein that
would pay any cash severance benefits in connection
with termination of employment. Carnival Corporation
Annex B
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& plc may enter into a severance agreement
consistent with this policy.
NON-EXECUTIVE DIRECTORS
The Non-Executive Directors are not entitled to any
compensation on termination but, once they have
served for at least one year, they will retain all
outstanding equity grants. Entitlement may be
accelerated in certain compassionate circumstances
or following a change of control. However, a departing
gift may be provided up to a value of $25,000 per
Non-Executive Director.
3.4
PERFORMANCE SCENARIOS
The LMCG Regulations require the inclusion of
scenario charts for each Executive Director showing
the levels of compensation which an individual could
expect to earn under the 2025 Policy for fiscal 2025
in certain circumstances. To assist the reader, the
charts distinguish between PBS and TBS grants and
the other elements of fixed pay.
$40,000
$35,000
S30,000
$25,000
$20,000
$15,000
$10,000
$5,000
$0
Amounts in ($000s)
$40,000
$35,000
TDC, $35,504
TBS, $6,900
(19.4%)
$30,000
TDC, $26,304
TBS, $4,600
(17.5%)
$25,000
PBS, $20,700
(58.3%)
TDC, $16,504
TBS, $4,600
(27.9%)
PBS, $13,800
(52.5%)
TDC, $6,704
TBS, $4,600
(68.6%)
Salary, $2,104
(31.4%)
Minimum
Minimum
PBS, $6,900
(41.8%)
Bonus, $2,900
(17.6%)
Salary, $2,104
(12.7%)
O
n-target
Bonus, $5,800
(22.0%)
Salary, $2,104
(8.0%)
Maximum
Bonus, $5,800
(16.3%)
Salary, $2,104
(5.9%)
50% Share Price
Appreciation on
Maximum
$20,000
$15,000
$10,000
$5,000
$0
O
n-target
Maximum
President,
C
E
O
and
C
hief
C
limate
O
fficer - Josh Weinstein
C
hair - Micky Arison
Salary
Bonus
PBS
TBS
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The assumptions used in the chart are summarized below:
Minimum
•
“Salary” consists of base salary, benefits and pension.
•
Base salary is the salary related to fiscal 2025 to be paid from March 1, 2025 through
February 28, 2026.
•
Benefits measured as reported benefits received in fiscal 2024.
$000
Base
Salary
Benefits
Pension
Total
Fixed
Mr. Weinstein
1,450
641
13
2,104
Mr. Arison
0
127
0
127
On-target
Based on what the Executive Director would receive if performance was on-target:
•
Short term incentive consists of the target bonus ($2.9 million) set by the Compensation
Committees for fiscal 2025 for Mr. Weinstein and nil for Mr. Arison.
•
Long-term incentives for Mr. Weinstein include the expected target values of his PBS
($6.9 million) and TBS ($4.6 million) grants and nil for Mr. Arison. While the precise grant
levels are set each year, the Compensation Committees believe this is indicative of
ongoing policy.
Maximum
Based on the maximum compensation receivable (excluding share price appreciation and
dividends):
•
Short-term incentive consists of the maximum bonus (200% of target bonus).
Long-term incentive consists of the grant date value of the maximum number of PBS at
(200% of target) and 100% of TBS.
Maximum plus 50%
Share Price
Reflects the same position as the preceding Maximum except that share price
appreciation of 50% has been assumed.
3.5
CONSIDERATION OF EMPLOYMENT CONDITIONS ELSEWHERE IN THE
GROUP
In determining the compensation policy and the
compensation payable to the Executive Directors, the
Compensation Committees took the pay and
employment conditions of employees of the Carnival
Corporation & plc group (“Carnival group”) into
account. The Carnival group’s pay policy ensures a
clear and direct link between the performance of the
Carnival group or relevant operating company and
compensation. Substantial use of performance-based
compensation not only ensures the continued
alignment of the interests of shareholders and senior
executives within the Carnival group, but also
enables the Carnival group to attract, retain and
motivate the talented people upon whom our success
depends. Carnival Corporation & plc is committed to
encouraging strong performance through a reward
system that aligns management’s interests with those
of its shareholders.
Across the workforce more broadly, the Carnival
group considers the competitive position for
comparable roles and geographies. Many employees
participate in bonus and commission plans based
on the performance of their employing company.
Where locally competitive, employees are also
provided savings plans such as 401(k) plans, company-
sponsored pension plans, life insurance plans and a
range of other employment benefits. In addition
to these elements, the Carnival Corporation & plc also
issues share-based compensation to management
to incentivize, retain and recruit talent which
encourages an ownership culture among employees.
We do not currently operate any compensation or
incentive plans in which only Executive Directors
participate.
In accordance with prevailing commercial practice,
the Compensation Committees did not consult with
Annex B
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employees in preparing the Carnival plc Directors’
Remuneration Policy. The Compensation Committees
take into account information provided by the Global
Human Resources Department and external advisors.
3.6
CONSIDERATION OF SHAREHOLDERS’ VIEWS
As described further in Part I, the Compensation
Committees took into account the approval levels of
compensation-related matters at our Annual General
Meetings, as well as the feedback received from
direct engagement with shareholders, as appropriate,
in determining that the current compensation
philosophy and objectives remain appropriate for
use in determining the compensation of Directors.
Carnival Corporation & plc has a long-standing
shareholder engagement program and shareholder
engagement is an important source of feedback for
our Compensation Committees on our executive
compensation program. The Compensation
Committees consider all constructive feedback
received about executive compensation. We continue
to seek and incorporate shareholder feedback in
our compensation deliberations, as appropriate. The
Compensation Committees have and will continue
to consider results from the annual shareholder
advisory votes, as well as other shareholder input,
when reviewing executive compensation programs
and policies.
This Directors’ Remuneration Report was approved
by the Board of Directors and is signed by order of
the Board of Directors by
RANDY WEISENBURGER
Chair of the Compensation Committees
January 27, 2025
Annex B
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Annex C
―
Carnival plc Corporate
Governance Report
Carnival Corporation and Carnival plc (together
referred to as “Carnival Corporation & plc”) operate
under a dual listed company (“DLC”) arrangement with
primary listings in the U.S. and the UK. Accordingly,
Carnival Corporation & plc has implemented a single
corporate governance framework consistent, to
the extent possible, with the governance practices
and requirements of both countries. Where there are
customs or practices that differ between the two
countries, Carnival Corporation & plc has nonetheless
sought to be compliant with UK best practices
whenever possible. Carnival Corporation & plc
believes that their resulting corporate governance
framework effectively addresses the corporate
governance requirements of both the U.S. and the
UK.
Corporate Governance Guidelines
Carnival Corporation & plc has adopted corporate
governance guidelines (the “Guidelines”) that set forth
the general governance principles approved by the
Boards of Directors (the “Boards”). The Guidelines are
available on Carnival Corporation & plc’s website
and are summarized as follows:
•
A majority of the members of each of the Boards
must be independent in accordance with the
corporate governance rules applicable to
companies listed on the New York Stock Exchange
and the London Stock Exchange.
•
The Boards will each have at all times the following:
Audit Committees, Compensation Committees,
Compliance Committees, Health, Environmental,
Safety & Security (“HESS”) Committees and
Nominating & Governance Committees (collectively,
the “Committees”). All the members of the Audit
Committees, Compensation Committees, and
Nominating & Governance Committees will be
independent Directors under the criteria applicable
to companies listed on the New York Stock
Exchange, the London Stock Exchange and any
other applicable regulatory requirements. Each of
our Committees has its own written charter, which
principally sets forth the purposes, goals and
responsibilities of the Committees.
•
The Nominating & Governance Committees will
review with the Boards, on an annual basis, the
requisite skills and characteristics of new and
incumbent Board members, as well as the
composition of the Boards as a whole. The
Nominating & Governance Committees will assess
and recommend Board candidates for appointment
as Directors.
•
The responsibilities of the Directors are laid out in
the Guidelines and cover matters such as the
Directors’ duties to Carnival Corporation & plc and
its shareholders, attendance at meetings and the
annual review of Carnival Corporation & plc’s
long-term strategic plans and the principal issues
that Carnival Corporation & plc may face in the
future.
•
The Non-Executive Directors shall designate a
Senior Independent Director to preside at executive
sessions of the Non-Executive Directors and at
Board meetings in the absence of our Chair, and to
serve as the principal liaison to the Non-Executive
Directors.
•
Directors have free and full access to officers and
employees of Carnival Corporation & plc, to the
advice and services of our Company Secretary and
to independent professional advice at the
expense of Carnival Corporation & plc.
•
The Compensation Committees will recommend
the form and amount of Director compensation in
accordance with the policies and principles set forth
in their charter and conduct an annual review
thereof. The Compensation Committees will also
annually review the performance of our CEO to
confirm that our CEO is providing strong leadership
for Carnival Corporation & plc in the short and
long-term.
•
The Boards and the Nominating & Governance
Committees are responsible for CEO succession
planning, including maintaining an emergency
succession plan. The Boards, in conjunction with
our Chair of the Boards and our CEO, oversee
succession planning with respect to Executive
Officers and senior management.
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•
The Nominating & Governance Committees will
maintain orientation programs for new Directors
and continuing education programs for all Directors.
•
The Boards and each of their Committees will
conduct an annual performance evaluation to
determine whether they, their Committees and
individual Directors are functioning effectively.
•
The Non-Executive Directors will meet at least
annually under the direction of the Senior
Independent Director to conduct an appraisal of
our Chair’s performance.
•
The Boards will determine the appointment and
removal of the Company Secretary.
•
All shareholders may communicate with the
Boards by addressing all communications to the
Company Secretary, who must forward any item
requiring immediate attention to the Senior
Independent Director, who must in turn notify the
Boards of any matters for discussion or action as
appropriate.
Carnival Corporation & plc monitors governance
developments in the U.S. and the UK to support a
vigorous and effective corporate governance
framework.
Board Composition
Each of the Boards is currently comprised of
12 members, of which two are Executive Directors
and ten are Non-Executive Directors. Each nominee
for re-election to the Boards has served for the full
year. All Directors are required to submit themselves
for annual re-election. The biographical details of the
members of the Boards standing for re-election
and their qualifications to serve as Board and
Committee members are contained in the Proxy
Statement. For a description of our procedures for
selecting and appointing nominees, please refer to
“Nominations of Directors” in the Proxy Statement. All
Directors elected in 2024 have been subject to a
formal performance evaluation during the year, as
described below.
In compliance with the UK Corporate Governance
Code and the Disclosure Guidance and Transparency
Rules, our Boards have adopted the Board Diversity
Policy (the “Policy”) which applies to the Boards and
each of their Committees. The Policy substantively
provides that the backgrounds and qualifications of
the Directors, considered as a group, should reflect a
wide variety of attributes, characteristics and
perspectives, including, but not limited to, diversity of
experience, professions, skills, geographic
representations, knowledge and abilities, as well as
race or ethnicity, age and gender, with the aim of
achieving an appropriate balance so as to allow the
Boards and their Committees to fulfill their
responsibilities effectively. While all appointments to
the Boards and their Committees are based on
merit and objective criteria, the Nominating &
Governance Committees consider diversity in the
Director identification and nomination process,
together with experience, skills and other relevant
criteria in the context of the needs of the Boards and
their Committees and in accordance with applicable
laws. The Nominating & Governance Committees
review and assess the effectiveness of the Policy from
time to time and report to the Boards, as appropriate.
As of November 30, 2024, being the last day of our
fiscal year and the reference date selected by the
Boards for the purposes of UKLR 6.6.6R(9)(a), 42% of
the members of the Boards were women (being five of
12 members) and two Directors were from a minority
ethnic background. While the Boards appointed a
female chair of the Audit Committees during fiscal
2023, we did not have at least one woman occupying
a senior Board position (which we define as the
Chair, CEO or Senior Independent Director given that
our CFO is not a member of the Boards) as of
November 30, 2024. As a result, we met two of the
three criteria set out in UKLR 6.6.6R(9)(a) as of
November 30, 2024. The Boards are committed to
overseeing a diverse pipeline for succession and have
made strides in increasing the representation of
women on the Boards. At the same time, since all
appointments to the Boards and Committees are
based on merit and objective criteria and in light of the
limited number of senior Board positions available,
the Boards cannot anticipate when the criterion set
out in UKLR 6.6.6R(9)(a)(ii) (relating to senior Board
positions held by women) may be met.
The Boards currently meet the Parker Review
recommendation of having at least one Director from
a minority ethnic background.
Annex C
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BOARD COMPOSITION
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The data for purposes of this disclosure was collected
via questionnaires on a confidential and voluntary
basis. The individuals were asked to self-report their
gender and ethnicity information by choosing one or
more options from a list or by providing their own
response.
Board Balance and Independence
We believe it is important to have a balanced board
with a majority of Directors being independent such
that no individual or group dominates the Boards’
decision making. The Boards believe that the balance
between Non-Executive Directors and Executive
Directors is appropriate.
We have a number of measures in place to assess
and safeguard independence of our independent
Directors. As part of the Boards’ annual independence
assessment, each Director as well as each new
nominee, if any, is required to complete an
independence questionnaire. All questionnaires are
reviewed and assessed by the full Board. Following this
review for fiscal 2024, the Boards determined that
all of the ten nominees for re-election as Non-
Executive Directors are considered independent in
accordance with the corporate governance rules of
the New York Stock Exchange and the UK Corporate
Governance Code. Sir Jonathon Band, Stuart
Subotnick, Laura Weil and Randy Weisenburger have
been Non-Executive Directors for more than
nine years from the date of their first election to the
Boards. However, notwithstanding this fact, the
Boards have determined that each of those Directors
is independent for the reasons set forth below.
Consistent with U.S. practice as well as the UK
Corporate Governance Code, the Boards believe that
length of tenure should be only one of the factors
considered with respect to the independence of
Directors and, accordingly, that tenure alone should
not result in the loss of independence. The Boards
believe that automatic loss of independence status for
Directors due to tenure would effectively operate as
a term limit for independent Directors and result in
the loss of the valuable contributions of Directors
who have been able to develop, over time, increasing
insight into Carnival Corporation & plc and its
operations. The Boards consider a healthy balance
between longer-tenured and newer Directors to be
essential in navigating the challenges faced by a global,
dual-listed, multi-brand company operating in the
highly complex cruise industry. As part of our
refreshment efforts and commitment in maintaining
that balance, we have added five new Directors to
our Boards in the last five years. Longer-tenured
Directors are a key component of our Board
succession planning and refreshment efforts as they
are able to ensure continuity and share their nuanced
insights and deep knowledge of our company with
new Directors, helping them become familiar with our
business and governance processes more quickly.
The Boards prefer to rely on rigorous annual
evaluations of individual Directors, including
independence assessments, as well as external
evaluations by an independent third-party governance
expert every three years, to review their objectivity
and independence, as well as their overall
effectiveness as Directors. Based on the results of
the 2024 annual Board evaluation as well as the
external evaluation conducted in 2022, the Boards
were satisfied that all Non-Executive Directors were
objective, independent and effective contributors to
the Boards. All Directors are also subject to annual re-
election by shareholders following individual
evaluations and recommendations by the
Nominating & Governance Committees.
Mr. Arison has been Chair of the Board of Directors
of Carnival plc since 2003 and previously served as the
CEO of Carnival plc from 2003 to 2013. His unique
experience and in-depth knowledge of our business,
including in the highly complex area of shipbuilding,
as well as our history and the cruise industry
continue to be invaluable. Mr. Arison has made and
continues to make substantial contributions to
our success and to demonstrate objective judgement
throughout his tenure. As a result, the Boards have
concluded that his continued service as our Chair is in
our best interests and that of our shareholders.
Mr. Arison’s performance is subject to annual
evaluation by the Non-Executive Directors. We also
have separate CEO and Chair roles, as well as a Senior
Independent Director role.
As further discussed under “Board Procedures and
Responsibilities,” we also require Non-Executive
Directors to obtain our consent before they can serve
on additional boards.
Annex C
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BOARD BALANCE AND INDEPENDENCE
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The Boards, with support from the Global Legal
Services and Global Ethics & Compliance Departments,
have procedures to identify and manage any
conflicts of interest that may arise in relation to any
Director (including those resulting from significant
shareholdings), and assess Directors’ independence,
including by reviewing on an annual basis
questionnaires completed by Directors which are
designed to identify potential conflicts of interest and
also by requiring Directors to report any potential
conflicts of interest.
Directors’ Indemnities
Carnival Corporation has provided an indemnity for
the Directors of Carnival Corporation and Carnival plc.
This was in place at all times during fiscal 2024 and
up to the date of the approval of the financial
statements. To the extent Carnival Corporation is
unable to indemnify the Directors, we also maintain
Directors’ and Officers’ liability insurance which covers
Directors for legal actions brought against them in
their capacity as Directors, subject to certain
limitations.
Board Procedures and Responsibilities
Meetings of the Boards are held on a regular basis to
enable the Boards to properly discharge their
responsibilities. During the year ended November 30,
2024, the Board of Directors of Carnival plc held a
total of five meetings. All Board meetings during the
year were attended by all Directors then serving. In
addition, the Non-Executive Directors meet
periodically during the year with our Chair of the
Boards with no other Executive Directors present. The
agenda for each Board meeting and meeting
schedules are prepared by the Company Secretary or
their designee and reviewed and approved by the
Senior Independent Director, to enable the flow of
relevant information to the Boards. Each Board
member is entitled to suggest the inclusion of items
on the agenda and to raise at any Board meeting
subjects that are not on the agenda for that meeting.
Non-Executive Directors are required to allocate
sufficient time to meet the expectations of their role.
The consent of our Chair and Senior Independent
Director must be sought before accepting additional
directorships that might affect the time a Non-
Executive Director of Carnival Corporation & plc is
able to devote to that role. No additional directorships
or significant commitments were undertaken by Non-
Executive Directors during fiscal 2024, other than
Ms. Connors joining the board of directors of
ConocoPhillips in September 2024 which was
approved by our Chair and Senior Independent
Director and is in compliance with the Boards’
overboarding policy.
The Boards have an overboarding policy which is
described in the Proxy Statement under “Time
Commitments and Overboarding.” All Directors are
compliant with the overboarding policy.
All Directors are expected to act with integrity, lead
by example, promote the desired culture, provide
constructive challenge, strategic guidance and
specialist advice and hold management accountable.
Board Structures and Delegation to Management
The basic responsibility of the Directors is to exercise
their business judgment in the way they consider,
in good faith, would be most likely to promote the
long-term sustainable success of Carnival
Corporation & plc, for the benefit of the shareholders
as a whole and also contributing to the wider
society. Further details of the responsibilities of the
Directors are set out in the Guidelines. The Boards and
their Committees have a formal schedule of matters
specifically reserved to the Boards or their Committees
for decision, which includes, but is not limited to,
the approval of the following matters:
•
quarterly, half-yearly and annual reports, notices of
annual meetings and Proxy Statements;
•
dividends, issuance of shares or share buybacks;
•
changes to structure, size, membership and
composition of the Boards and their Committees;
Annex C
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DIRECTORS’ INDEMNITIES
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•
significant changes to our corporate structure;
•
material changes in accounting policies;
•
selection, appointment or removal of auditors,
auditor independence, approval of all audit and
non-audit services and remuneration of auditors;
•
risk management framework;
•
investment policy;
•
material agreements, transactions or borrowings;
•
material transactions in which a Director or an
Executive Officer, or any of their immediate family
members, has a direct or indirect material interest;
•
appointment and removal of Executive Officers
and Company Secretary, Executive Officer
compensation as well as agreements with Executive
Officers; and
•
adoption of, or any changes to, equity incentive
plans as well as equity grants and other share-
related benefits.
Details of the Committees of the Boards are set out
in the section below.
The strategic management and direction of, and
significant commercial decisions in relation to, global
operations of Carnival Corporation & plc, except to
the extent reserved to the full Boards under their
schedule of reserved matters, is delegated by the
Boards to the boards of directors of subsidiary
companies within the group and to management,
which in turn delegate to local management as
appropriate.
Our Chair of the Boards leads the Boards and is
responsible for its overall effectiveness. He promotes
a culture of openness and dialogue at the board
level, including by encouraging effective contribution
and participation of all Directors and supporting
management and the Company Secretary in ensuring
that Directors receive accurate, timely and clear
information.
The Boards of Directors, with support from their
Committees and management, have in place a
framework of prudent and effective controls which
enable risks to be assessed and managed. The Boards
of Directors, through executive management and
the Committees, have carried out a robust assessment
of Carnival Corporation & plc’s principal and
emerging risks, including those that would threaten
its business model, future performance, solvency or
liquidity, to ensure that these risks are effectively
managed and/or mitigated to help ensure Carnival
Corporation & plc is viable. As a result of this
assessment, the Boards of Directors have identified
principal and emerging risks and their management
and/or mitigation which are listed in Item 3. Internal
Control and Risk Assessment and Item 4. Risk
Management and/or Mitigation of Principal and
Emerging Risks in the Carnival plc Strategic Report
that accompanies the Carnival plc financial statements
(the “Strategic Report”).
Committees of the Boards
The following Committees have operated throughout
the year. Each Committee has a written charter, copies
of which can be found on Carnival Corporation &
plc’s website at
www.carnivalcorp.com
and
www.carnivalplc.com
. The Board Committees
regularly report on their activities and actions to the
full Boards.
AUDIT COMMITTEES
The Audit Committees of the Boards are comprised
of the following four independent Non-Executive
Directors:
•
Laura Weil (Chair);
•
Jason Glen Cahilly;
•
Sara Mathew; and
•
Stuart Subotnick.
Ms. Mathew has made the decision not to seek re-
election and will step down from the Boards and their
Committees with effect from the conclusion of the
2025 Annual Meetings of Shareholders.
The Board of Carnival plc has determined that each
member of the Audit Committees has “recent and
relevant financial experience” for the purposes of the
UK Corporate Governance Code and that the Audit
Annex C
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COMMITTEES OF THE BOARDS
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Committees as a whole have competence relevant to
the sector in which Carnival Corporation & plc
operate. The qualifications of each member of the
Audit Committees are contained in the Proxy
Statement.
During the year, eight meetings of the Carnival plc
Audit Committee were held, which were attended by
all members then serving. The Chief Financial Officer
and Chief Accounting Officer, the Chief Audit Officer,
who is responsible for the internal audit function and
Risk Advisory and Assurance Services (“RAAS”) within
Carnival Corporation & plc, representatives from the
external auditors, the General Counsel, Chief
Information Officer, and Chief Risk and Compliance
Officer attend meetings at the invitation of the Audit
Committees.
The main role and responsibilities of the Audit
Committees are to assist the Boards’ oversight of:
•
the integrity of our financial statements;
•
performance of our internal audit function,
including process and control effectiveness and
efficiencies and investigations relating to asset
misappropriation, corruption and ethics, and
financial or non-financial manipulation;
•
independent auditors’ qualifications, effectiveness,
objectivity, independence, and performance; and
•
relevant elements of our risk management
programs, including 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.
In addition, our Audit Committees:
•
annually recommend the appointment, re-
appointment and removal (as applicable) of the
independent auditors, oversee the independent
auditors, oversee any competitive tender process,
and approve their compensation;
•
assist the Boards, if so requested, in ensuring that
the annual report and accounts of Carnival plc, taken
as a whole, is fair and balanced and understandable
and provides the information necessary for
shareholders of Carnival plc to assess Carnival plc’s
position and performance, business model and
strategy;
•
monitor the adequacy of internal controls, including
financial, operational and compliance controls
and information systems controls and security; and
•
establish and monitor procedures for confidential
submission, receipt and treatment of complaints
relating to accounting, internal accounting controls
and auditing matters.
In fulfilling their responsibilities during the year, the
Audit Committees have, among other things:
•
reviewed the quarterly and annual financial results
of Carnival Corporation & plc, including accounting
matters and key factors affecting financial results
and future forecasts;
•
reviewed financial statements and related
disclosures, and other proposed filings with the
U.S. Securities and Exchange Commission and the
applicable UK authorities and draft earnings press
releases of Carnival Corporation & plc;
•
reviewed the form and content of the annual
reports and accounts, including the Strategic Report
(including the going concern statement, the
viability statement, the assessment of internal
controls and principal risks, and the annual risk
management and/or mitigation of principal risks),
financial statements and Directors’ Report, to be
presented to shareholders of Carnival plc at the
year-end;
•
reviewed the form and content of the half year
reports (including the going concern confirmation);
•
approved, together with the Boards of Directors,
the viability and going concern statements, which
are included in the Strategic Report;
•
reviewed reporting from management on
impairment analyses;
•
confirmed receipt of certification letters, disclosure
controls and procedure checklists and loss
contingency memos from all reporting units;
•
received briefings on Carnival Corporation & plc’s
Sarbanes-Oxley 404 compliance program;
•
reviewed reporting from the independent auditors
concerning the audit work performed, identified
internal control deficiencies and accounting issues,
and all relationships between the independent
auditors and Carnival Corporation & plc;
•
reviewed and approved fees for audit and non-audit
related services provided by Carnival Corporation &
plc’s independent auditors;
Annex C
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•
received and reviewed various reports from the
independent auditors regarding the planning,
status, execution and conclusions of their work;
•
received reporting, as well as quarterly briefings,
from RAAS, the Carnival Corporation & plc internal
audit department, concerning results from their
internal audit work, including significant findings,
any identified internal control deficiencies and the
status of management plans for remedial action;
•
reviewed reports of RAAS regarding the results of
its independent internal investigations of alleged or
actual impropriety as assigned by the General
Counsel and in coordination with the Chief Risk
and Compliance Officer on the status and results
of those investigations;
•
reviewed RAAS’s historical audit coverage and
assessment of risk for the purpose of developing
an audit plan for the upcoming year;
•
reviewed reports of RAAS concerning progress
against their audit plan, department staffing and
professional qualifications, and the status of
management action plans for previously identified
action steps;
•
reviewed reports regarding information technology
security, including cybersecurity, and responses
to and investigations of breaches; and
•
reviewed the status of any accounting, internal
accounting controls or auditing related complaints
received through Carnival Corporation & plc’s
third-party administered hotline and other
channels.
COMPENSATION COMMITTEES
The Compensation Committees of the Boards are
comprised of the following four independent Non-
Executive Directors:
•
Randy Weisenburger (Chair);
•
Jason Glen Cahilly;
•
Helen Deeble; and
•
Laura Weil.
During the year, six meetings of the Carnival plc
Compensation Committee were held which were
attended by all members then serving. Executive
Directors are invited to attend for appropriate items,
but are excluded when their own performance and
remuneration are being discussed and determined.
The Compensation Committees are responsible
for the:
•
evaluation and approval of the Director and
Executive Officer compensation plans, policies and
programs;
•
annual review and approval of the corporate goals
and objectives relevant to our CEO’s compensation;
•
determination and approval of the compensation
of our CEO, the other Executive Directors and other
members of senior management;
•
overseeing and approving the Carnival plc directors’
remuneration policies;
•
overseeing the administration of our stock equity
incentive plans and our employee stock purchase
plans; and
•
recommendations to the Boards with respect to
the compensation of the Non-Executive Directors.
When selecting or appointing candidates to the
position of our Chair of the Compensation
Committees, the Nominating & Governance
Committees and the Boards shall give particular
consideration to candidates who have previously
served on a compensation committee for at least
12 months.
The Compensation Committees are empowered to
retain compensation consultants of their choice to be
used to assist in the evaluation of compensation
issues.
Annex C
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COMMITTEES OF THE BOARDS
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COMPLIANCE COMMITTEES
The Compliance Committees of the Boards are
comprised of the following five independent Non-
Executive Directors:
•
Jeffrey J. Gearhart (Chair);
•
Sir Jonathon Band;
•
Stuart Subotnick;
•
Laura Weil; and
•
Randy Weisenburger.
During the year, four meetings of the Carnival plc
Compliance Committee were held, which were
attended by all members then serving.
The principal function of the Compliance Committees
is to assist the Boards with oversight of activities
that are designed to promote (a) ethical conduct, (b) a
high level of integrity, and (c) compliance with all
laws, regulations and policies applicable to us. In
addition, the Compliance Committees:
•
provide functional oversight of Global E&C,
including receiving regular reports from, and
providing direction to the Chief Risk and Compliance
Officer with respect to the activities of Global E&C;
•
oversee risk management processes with respect
to compliance with laws and regulations relating to
general compliance and privacy, including Global
E&C’s activities supporting a high level of ethics and
integrity;
•
review the results of compliance with our Code of
Business Conduct and Ethics and our Business
Partner Code of Conduct, business ethics and
conflicts of interest disclosures, and mitigation
plans to manage significant ethics-related risks;
•
review results of any internal or external audits
and investigations that have relevance to significant
business ethics or compliance matters, mitigation
plans and related monitoring;
•
review and oversee policies and procedures for
confidential submission, receipt, retention and
treatment of complaints or concerns, other than
those related to accounting, internal accounting
controls and auditing matters; and
•
promote accountability of senior management
with respect to ethics and compliance matters and
review all significant allegations of misconduct by
Board members, the CEO, Global Executive
Leadership and Executive Officers.
HESS COMMITTEES
The HESS Committees of the Boards are comprised
of the following six independent Non-Executive
Directors:
•
Sir Jonathon Band (Chair);
•
Nelda J. Connors;
•
Helen Deeble;
•
Jeffrey J. Gearhart;
•
Katie Lahey; and
•
Randy Weisenburger.
During the year, four meetings of the Carnival plc
HESS Committee were held, which were attended by
all members then serving. Our CEO attended all
meetings of the HESS Committees during the year.
Presidents of our cruise brands also generally attend
meetings of the HESS Committees.
The principal function of the HESS Committees is to
assist the Boards in fulfilling their responsibility to:
•
supervise and monitor HESS and sustainability
policies, procedures, practices, programs and
initiatives at sea and ashore;
•
review and recommend appropriate policies,
procedures, practices and training relative to HESS,
sustainability and sustainability reporting, and
oversee compliance with such policies, procedures
and practices;
•
oversee risk management related to significant
HESS and sustainability risks and exposures as well
as monitor changes to and compliance with
related legal and regulatory requirements;
•
review results of RAAS’s HESS-related audits,
including any non-conformities or deficiencies
identified, and the status of management plans for
remedial action;
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provide functional oversight of our Incident
Analysis Group, including reviewing insights derived
from the independent HESS investigations
performed by the Incident Analysis Group, and
review the effectiveness of management’s HESS
investigation action plans;
•
review and discuss with management pending or
threatened administrative, regulatory, or judicial
proceedings relating to HESS that are material to
us and management’s response thereto; and
•
review and recommend our objectives and plans
for implementing the Companies’ policies,
procedures, practices, training, compliance
measures and risk management programs
regarding HESS and sustainability.
NOMINATING & GOVERNANCE COMMITTEES
The Nominating & Governance Committees of the
Boards are comprised of the following four
independent Non-Executive Directors:
•
Stuart Subotnick (Chair);
•
Sir Jonathon Band;
•
Katie Lahey; and
•
Randy Weisenburger.
During the year, four meetings of the Carnival plc
Nominating & Governance Committee were held,
which were attended by all members then serving,
except for Mr. Weisenburger who attended three of
four meetings due to a scheduling issue.
The principal function of the Nominating &
Governance Committees is to:
•
assist the Boards by identifying individuals qualified
to become Board members and recommend
nominees for appointment and/or election to the
Boards;
•
recommend to the Boards Director nominees for
each committee;
•
make recommendations to the Boards regarding
the size, structure and composition of the Boards
and their Committees;
•
engage in succession planning for the Boards, their
Committees, and Chief Executive Officer;
•
exercise oversight of the evaluation of the Boards,
their Committees and individual Directors;
•
maintain orientation programs for new Directors
and continuing education programs for all Directors;
and
•
review and assess the effectiveness of our
Corporate Governance Guidelines.
Further information on Board succession planning
process and the Boards’ Diversity Policy is contained
in the “Nominations of Directors” section of the Proxy
Statement, and further information on our employee
wellness efforts are contained in the “Employees”
section of the Carnival plc Directors’ Report. Such
information is incorporated by reference into
this Carnival plc Corporate Governance Report.
Carnival plc Supplement to the Report of the Audit
Committees
Certain information required to be included in the
Carnival plc Report of the Audit Committee is set forth
in the Report of the Audit Committees included in
the Proxy Statement, and which is incorporated by
reference into this Carnival plc Corporate Governance
Report. The principal purpose of this Carnival plc
Supplement to the Report of the Audit Committees is
to comply with the UK Corporate Governance Code
requirements, which are only applicable to Carnival
plc.
In fiscal 2024 the Carnival plc Audit Committee
developed an understanding of the significant
accounting matters which were comprised of the
accounting judgments and significant estimates by
reviewing, discussing with management and, where
appropriate, challenging the approach and key
assumptions adopted by management. Following a
review with management and the Carnival plc external
auditor, Deloitte LLP, of the significant judgment and
significant estimates included in Notes 2, 10 and 22,
which represent our only significant accounting
matters in 2024, the Carnival plc Audit Committee
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was satisfied with the assessments considered and
conclusions reached with respect to the significant
accounting matters, as further described in the
Carnival plc group financial statements for fiscal 2024.
In addition, risks of fraud in relation to revenue
recognition was an area of focus for the Carnival plc
Audit Committee and discussed with Deloitte LLP in
2024. The Audit Committee considered the presumed
risks of fraud as defined by auditing standards and was
satisfied that there were no significant issues.
The Carnival plc annual report and accounts for fiscal
2023 was selected for review by the UK Financial
Reporting Council (the “FRC”). In November 2024, the
FRC notified Carnival plc that its review had concluded
and that it did not have any questions or queries
that it wished to raise. The FRC’s letter notes that the
FRC’s role is to consider compliance with reporting
requirements and its review does not provide
assurance that the annual report and accounts was
correct in all material aspects.
EXTERNAL AUDITORS AND AUDIT TENDERING
The Audit Committees have the responsibility for
making a recommendation on the appointment,
reappointment and removal of the external auditors.
Deloitte LLP was recommended by the Audit
Committees for reappointment as auditor of Carnival
plc at the Annual General Meeting held in April 2024,
and reappointment was approved by the
shareholders. The Audit Committees also reappointed
Deloitte & Touche LLP (together with Deloitte LLP,
“Deloitte”) as Carnival Corporation’s independent
registered public accounting firm, as ratified by the
shareholders at the April 2024 Annual General
Meeting.
In addition, Audit Committees undertake a formal
assessment of the auditor’s objectivity and
independence each year, which includes:
•
a review of non-audit services provided and related
fees;
•
discussion with the auditors pertaining to a written
report detailing all relationships with Carnival
Corporation & plc and any other party that could
affect the independence or the objectivity of the
auditors; and
•
evaluation with the Boards and management of
the effectiveness of the external audit process.
Deloitte has served as Carnival Corporation’s and
Carnival plc’s independent auditor since fiscal 2024.
The Audit Committees annually evaluate Deloitte’s
performance and have recommended that the
shareholders vote for the reappointment of Deloitte
LLP as Carnival plc’s independent auditor. Deloitte
LLP’s lead audit engagement partner for Carnival plc
in fiscal 2024 was Alistair Pritchard.
The Audit Committees met with the independent
auditors 8 times during fiscal 2024, and additional
meetings were available upon request. The Audit
Committees assess the effectiveness of the
independent auditors on an ongoing basis during the
year, covering qualification, expertise and resources,
objectivity and independence, and the quality and
effectiveness of the audit process. This assessment
considers the Audit Committees’ interactions with, and
observations of, the independent auditors and
considers a range of factors, including:
•
experience and expertise;
•
level of professional skepticism;
•
approach to handling significant audit and
accounting judgements;
•
effectiveness and efficiency in completing the
agreed external audit plan, content, quality;
•
robustness of the external auditors’ reports; and
•
relevant reviews and reports issued by external
regulatory bodies such as the FRC and the U.S.
Public Company Accounting Oversight Board
(“PCAOB”).
The Audit Committees assessment is also formed by
gathering feedback from senior management to
obtain their perspectives on the effectiveness and
quality of the external auditors. No material issues
were identified during the external auditor
effectiveness review, and the Audit Committees
believe that the external auditors were effective in
the current year.
The Audit Committees continue to be confident that
the independence of the external auditors was not
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impaired in any way and Deloitte remained
independent during fiscal 2024, having taken into
account that:
•
immaterial permitted non-audit services were
provided by Deloitte during fiscal 2024;
•
Deloitte has complied with the requirements
regarding rotation of the audit partner and senior
audit team members;
•
no relationships were identified between Deloitte
and Carnival Corporation or Carnival plc or any other
parties that could affect Deloitte’s independence
or objectivity;
•
Deloitte confirmed compliance with their
independence standards in their report to the
Audit Committees; and
•
no members of the Deloitte audit team were
employed by us during fiscal 2024.
The policy on Audit Committee pre-approval and
permissible non-audit work of the independent
auditors, are set out in the “Independent Registered
Public Accounting Firm” section of the Proxy
Statement, which is incorporated by reference into
this Carnival plc Corporate Governance Report. Refer
to Note 4—Other Income and Expense to the
Carnival plc group financial statements for information
on the fees payable to Deloitte for audit and non-audit
services in fiscal 2024.
Carnival plc is subject to UK regulations regarding
external auditor appointment and rotation. The
relevant UK legislation (the Statutory Auditors and
Third Country Auditors Regulations 2016) requires
statutory auditors to rotate after a period of 20 years
and include a mandatory competitive tender of
audit firms at the 10-year midpoint. The Competition
and Market Authority’s (“CMA”) Statutory Audit
Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014 (the
“CMA Order”) also set out transitional rules that
determine the latest date for the initial auditor
rotation or tender process. The CMA Order applies to
FTSE 350 companies. Carnival plc confirms that it
complied with the provisions of the CMA Order in
fiscal 2024.
Following the required audit tender process and
evaluation in 2022, the Audit Committees selected
Deloitte & Touche LLP as the independent registered
public accounting firm of Carnival Corporation and
Deloitte LLP as the independent auditor of Carnival plc
for fiscal 2024, and the appointment was approved
and ratified at the 2024 Annual Meetings of
Shareholders.
On Behalf of the Audit Committee,
LAURA WEIL
Chair of the Audit Committees
January 27, 2025
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Information and Professional Development
The Company Secretary is required to provide
members of the Boards with appropriate information
in advance of each meeting and Directors are
required to devote adequate preparation time
reviewing this information in advance of each meeting.
Our Company Secretary is also responsible for
advising the Boards through our Chair on all corporate
governance matters.
All Directors have access to the advice and services of
our Company Secretary and are permitted to obtain
independent professional advice, at Carnival
Corporation & plc’s expense, as he or she may deem
necessary to discharge his or her responsibilities as a
Director. A Director is required to inform the Senior
Independent Director of his or her intention to do so.
All Directors are encouraged to continue to develop
their skills and knowledge. We provide a number of
different presentations and educational programs
for Directors by senior management and outside
experts on topics such as industry trends, corporate
governance and sustainability developments,
cybersecurity, and other topics related to areas of
Board oversight. Directors are also encouraged to
attend additional continuing educational programs.
They also receive materials and updates from
management on a regular basis regarding new
developments, changes or trends.
Board Performance Evaluations
The Nominating & Governance Committees and the
Boards conduct performance evaluations of the
Boards, the Boards’ Committees and the members of
our Boards of Directors on an annual basis. As part
of this process in 2024, each Director was required to
complete a questionnaire about the performance of
the Boards. The questionnaires were reviewed and
assessed by the Nominating & Governance
Committees.
In addition, the Nominating & Governance Committees
reviewed the individual performance of each
Director focusing on his or her contribution to Carnival
Corporation & plc, and specifically focusing on areas
of potential improvement. In making their assessment,
the Nominating & Governance Committees reviewed
the Board composition, considerations of age,
diversity, experience and skills in the context of the
needs of the Boards, and with the aim of achieving an
appropriate balance on the Boards, and how
effectively the Board members work together to
achieve the Boards’ objectives. The performance
review of Micky Arison, in his role as Chair, was
conducted separately by the Non-Executive Directors,
led by the Senior Independent Director, Randy
Weisenburger, taking into account the view of the
other Executive Director.
The Nominating & Governance Committees also
discuss and review with Non-Executive Directors any
significant time commitments they have with other
companies or organizations. In fiscal 2024, no
significant external commitments were identified
during the Nominating & Governance Committees’
review. In addition, the number of directorships held
by Non-Executive Directors is taken into account, in
line with Carnival Corporation & plc’s overboarding
policy.
In October 2024, the Nominating & Governance
Committees reported the results of the performance
evaluations to the Boards. The Boards concluded
that each Director was an effective member of the
Boards and had sufficient time to carry out properly
their respective commitments to the Boards, their
Committees and all other such duties as were required
of them. It is the view of the Nominating &
Governance Committees and the Boards that the
Boards continued to operate effectively during fiscal
2024.
Following the completion of the evaluations, the
Boards and Committees review the strengths and
areas of improvement as well as identify follow up
actions. For example, in response to feedback received
as part of the Board evaluation in fiscal 2023, the
Boards instituted a third in person meeting for fiscal
2025, continued to clarify scope of responsibility of the
Audit, HESS and Compliance Committees during
2024 and refined the approach for certain
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INFORMATION AND PROFESSIONAL DEVELOPMENT
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management presentations to the Boards. Since the
2024 evaluations took place towards the end of fiscal
2024, additional detail regarding responses and
follow up actions from the 2024 evaluations will be
provided in next year’s Corporate Governance Report.
During fiscal 2024, the Audit Committees, the
Compensation Committees, the Compliance
Committees, the HESS Committees and the
Nominating & Governance Committees also reviewed
their own performance against their respective
charters by completing questionnaires that were
provided to the Chair of the Nominating & Governance
Committees. The results of such reviews were
discussed among the members and reported to the
Boards. The Boards concluded that the Audit
Committees, the Compensation Committees, the
Compliance Committees, the HESS Committees and
the Nominating & Governance Committees continued
to function effectively and continued to meet the
requirements of their respective charters.
The UK Corporate Governance Code requires that an
externally facilitated evaluation of the Boards’
effectiveness be undertaken at least once every third
year. During fiscal 2022, the Nominating &
Governance Committees engaged The Governance
Solutions Group, an independent third-party
governance expert which has no other connection to
Carnival Corporation & plc or any individual Director,
to perform an assessment of the effectiveness of the
Boards. The third-party governance expert
interviewed each Director elected in 2021 and
members of senior management who interact
substantially with the Boards. Some of the main focus
areas for the assessment were boards dynamics
and rapport, board interaction and relationship with
management, meeting structure and format, board
balance and refreshment, board meeting logistics,
meeting discussion topics and committee division of
responsibilities.
Following the completion of the assessment, the
third-party governance expert reviewed the results of
the assessment with the incumbent Senior
Independent Director and then presented the results
as well as recommendations to the full Boards,
including our Chair, for discussion in late 2022. The
overall conclusion of the assessment was that the
Boards effectively carry out their responsibilities. The
assessment praised the high commitment and
engagement level of the Directors, the strong working
relationship between the Boards and management
and depth of knowledge and skills of Directors. It also
noted that while virtual Board meetings have been
necessary, in-person meetings can better promote
camaraderie as well as facilitate less structured
conversations and, as a result, adding a second
in-person meeting was recommended. Given that the
Compliance Committees was created much later
than the other Board Committees, the assessment
also noted some overlap between Audit, HESS and
Compliance Committees’ areas of responsibility. Based
on the feedback from the third-party governance
expert-led evaluation process, the Boards of Directors
instituted a second in-person Board meeting in
fiscal 2023. In addition, as part of the annual review
of the Committee Charters, the Audit, Compliance and
HESS Committees made several revisions to their
Charters to clarify their areas of responsibility.
Directors’ Remuneration
The Carnival plc Directors’ Remuneration Report is
presented in two parts, with Part I forming part of the
Proxy Statement and Part II being attached as Annex
B to the Proxy Statement. A resolution to approve the
Carnival plc Directors’ Remuneration Report will be
proposed at the 2025 Annual General Meeting.
Relations with Shareholders
The formal channels of communication by which the
Boards communicate to shareholders the overall
performance of Carnival Corporation & plc are the
Carnival plc Annual Report, Carnival plc half yearly
financial report, Carnival Corporation & plc Annual
Report, joint Annual Report on Form 10-K, joint
Quarterly Reports on Form 10-Q, joint Current Reports
on Form 8-K, Proxy Statement and press releases.
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DIRECTORS’ REMUNERATION
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Senior management, Executive Directors, including
the CEO and the Chair of the Boards, and Non-
Executive Directors, as appropriate meet periodically
with representatives of institutional shareholders
to discuss their views and the strategies and objectives
of Carnival Corporation & plc. Issues discussed with
institutional shareholders during 2024 include
our strategic, financial and operating priorities and
recent performance, executive compensation, Board
refreshment, composition and diversity, and
environmental, health, safety and sustainability
initiatives.
Presentations are made to representatives of the
investment community periodically in the U.S., the UK
and elsewhere. Results of each fiscal quarter are
reviewed with the investment community and others
following each quarter on conference calls that are
broadcast live over the Internet.
The feedback we receive from shareholders and
corporate brokers is shared with our senior
management, full Boards and relevant Committees,
as appropriate, who use it to inform decision-making
regarding our practices, policies, and disclosures.
During fiscal 2024, management reported to the
Boards regarding shareholder matters.
Shareholders will have the opportunity at the 2025
Annual General Meeting, notice of which is contained
in the Proxy Statement, to ask questions of our
CEO, as the representative of the Board, and other
members of senior management.
The Boards have implemented procedures to
facilitate communications between shareholders or
interested parties and the Boards. Shareholders
or interested parties who wish to communicate with
the Boards or the Senior Independent Director should
address their communications to the attention of
the Company Secretary of Carnival Corporation & plc
at 3655 N.W. 87th Avenue, Miami, Florida 33178-2428,
United States. The Company Secretary promptly
forwards to the Senior Independent Director those
communications which the Company Secretary
believes require immediate attention. The Senior
Independent Director notifies the Boards or the Chair
of the relevant Committees of the Boards of those
matters that he believes are appropriate for further
action or discussion.
Annual Meetings of Shareholders
This year the Annual Meetings of Shareholders will
be held at Carnival Place, 3655 NW 87th Avenue,
Miami, Florida, United States on Wednesday, April 16,
2025. The meetings will commence at 8:30 a.m.
(EDT), and although technically two separate meetings
(the Carnival plc meeting will begin first), shareholders
of Carnival Corporation may attend the Carnival plc
meeting and vice-versa.
We are also pleased to host a live video broadcast of
the Annual Meetings of Shareholders at our Carnival
plc headquarters located at Carnival House, 100
Harbour Parade, Southampton SO15 1ST, United
Kingdom at 1:30 p.m. (BST). Shareholders planning to
attend the live video broadcast in Southampton
must submit a proxy in order to vote as they will not
be able to vote in person from Southampton.
Shareholders attending the live video broadcast in
Southampton will be able to submit questions live to
the Directors present at the Annual Meetings in
Florida, but will not be treated as, or considered to
be, “in attendance” at the Annual Meetings.
Workforce Engagement
In line with the UK Corporate Governance Code,
Randy Weisenburger was appointed in 2020 as the
designated Non-Executive Director for workforce
engagement. We leverage the designated Non-
Executive Director role as a leader in this area while
incorporating all Non-Executive Directors in workforce
engagement activities throughout the global
organization. Mr. Weisenburger has experience with
human resource management responsibilities in
large and global organizations which enables him to
assist our Boards in overseeing strategy, succession
planning, talent development and our executive
compensation program and positions him to lead
our employee engagement efforts. As our Senior
Independent Director and Chair of the Compensation
Committees, Mr. Weisenburger also has extensive
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Board leadership experience which facilitates
effective coordination of efforts with other Board
members.
The main responsibilities of this role are the
governance and oversight of the following matters:
•
to directly engage with the workforce (which we
also refer to as team members) in order to ensure
their feedback and concerns are appropriately
relayed to the Boards, and that strategic direction
and priorities of the Boards are communicated
throughout the workforce;
•
to coordinate direct engagement between other
Non-Executive Directors, management and the
workforce, as appropriate;
•
to support the Boards’ discussion of employee
engagement efforts and structure the contents of
such discussions;
•
to monitor and evaluate policies and practices
relating to workforce engagement to ensure that
the efforts on workforce engagement are effective,
consistent with our values and support our
long-term sustainable success and that employee
feedback is shared and collected in a balanced and
transparent way; and
•
to report on the results of workforce engagement
efforts, including any feedback and concerns from
the workforce to the Boards periodically, and
make any recommendations arising from those
reports to the Boards.
We believe that having a designated Non-Executive
Director who is supported in the workforce
engagement efforts by senior management, the
global human resources department, the subsidiary
management teams and other Board members, as
appropriate, allows for a wide variety of perspectives
to be heard, provides for more focused oversight
and clear division of responsibility, and is and
continues to be an appropriate and effective
workforce engagement method. In this role,
Mr. Weisenburger is also supported by senior
management who are responsible for the day-to-day
implementation of the efforts on workforce
engagement.
Our Non-Executive Directors are teamed up with our
global brands to facilitate focused ship and shore
site visits over the course of the year. Each Non-
Executive Director engages directly with employees
and local management through organized sessions,
such as townhalls or less formal conversations during
site visits. These partnerships are rotated periodically
so each Non-Executive Director has an opportunity
to engage with employees and management
throughout the entire organization.
The Non-Executive Directors share their experiences
with each other and incorporate these experiences in
their broader service on the Boards.
Given the global nature of our business with various
operating companies, most workforce engagement
activity is conducted at the subsidiary level under the
leadership of the respective operating company
management. During fiscal 2024, our workforce
engagement program involved a continuation of a
number of initiatives, led by various leaders
throughout our organization, such as live virtual
townhall meetings as well as a variety of virtual and
live ship visits. Mr. Weisenburger and the other Non-
Executive Directors continued in-person events
and visits. Through these visits, employees had the
opportunity to meet and speak with members of the
Boards. The Boards received regular reports from
management regarding health and safety protocols
and other critical matters as they relate to the
workforce. The Boards continued to work closely
with management to balance the needs of the
business with that of its workforce, shareholders and
other stakeholders.
During fiscal 2024, with the full support of the
Boards, we continued our initiatives designed to
engage with and care for our workforce. Key areas of
focus included outreach & wellness, culture and
staffing. The Boards and their Committees received
periodic reports from senior management on key
issues and developments. Mr. Weisenburger reported
to the full Boards on the workforce engagement
efforts.
Our pay practices are established to attract and
retain talented individuals at all levels of the
organization and to reward performance, as described
in the “Staffing” section below.
For additional information on how the interests of
employees have been considered by the Boards in
their discussions and decision-making, refer to
the following section of the Strategic Report: 1.A.II.
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Purpose & Mission, Vision, Values and Priorities,
1.C.XIV. Human Capital Management and Employees,
1.C.XV. Ethics and Compliance and 7. Section 172(1)
Statement. A statement describing how the Directors
have performed their duty to act in the way they
consider, in good faith, would most likely promote
the success of Carnival Corporation & plc for the
benefit of its members as a whole having regard to
the stakeholders and matters set out in Section 172(1)
(a) to (f) of the Companies Act, is included in the
Strategic Report.
OUTREACH AND WELLNESS
We have a program in place that assigns one or
several Non-Executive Directors to a certain brand or
group of brands for a one-year period so that they
may develop a better understanding of that brand or
brands’ operations and culture as well as the
priorities and concerns of employees. The program
aims to rotate the assignments periodically so that
each Non-Executive Director may, over time, engage
with all our brands or groups of brands. As part of
this program, in fiscal 2024 the Non-Executive
Directors conducted shoreside and shipboard visits
to meet with management and to engage with
employees and crew.
We also remained dedicated to maintaining and
improving our ongoing communication with and from
employees. Our brands primarily focused on
communications channels, including regular town
halls, newsletters, email updates and video messages.
Management, with support of the Boards of
Directors, focused on initiatives in response to
feedback received through these channels. Employee
interaction with leaders and colleagues is encouraged
in advance of the town hall meetings, and also during
the meetings. Town halls, in addition to other
existing communication channels, such as the hotline
referred to in the “Hotline for Reporting Concerns”
section below, also allowed our workforce to provide
comments and ask questions.
The feedback obtained from the townhall meetings,
surveys and other channels resulted in various
initiatives at our brands. With the support of the
Boards, management actioned the feedback received
through an assortment of communication, health
and wellness and enrichment and recognition
efforts. The initiatives to address the feedback
received vary by brand. Examples of the 2024
initiatives include:
•
gathering information to determine what crew
facilities onboard need updating and then working
with the staff officers to address the feedback;
•
new onboarding program for new hires, including
managers’ expected behaviors;
•
management training and supervisory development
training for line level supervisors and middle
management or officers;
•
culture enriching courses and resources through
computer-based learning;
•
ship senior leadership meetings with middle
management to identify tools to empower and
facilitate the middle managers’ professional
development;
•
ship management meetings with new team
members to facilitate integration into their new
working environment; and
•
use of townhalls to address questions raised
anonymously or arising at the event.
In 2023, we established and implemented global well-
being standards for shipboard employees, including
preventative health offers, such as vaccination
protection and the prevention and detection of
mental illnesses among other benefits. In 2024, we
continued our focus on global wellness standards.
Additional activities for shipboard team members
included crew bingo, appreciation dinners, dance
classes, mental fitness fairs, art parties, ping pong
tournaments and crew movie nights.
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WORKFORCE ENGAGEMENT
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CULTURE
Our Vision, Purpose & Mission statements, which
were updated in fiscal 2023, continue to be aligned
with our strategy, culture and priorities.
Our priorities are as follows:
1. Ensure each of our world-class brands owns its
space in the vacation market by delivering
extraordinary experiences tailored to its guests.
2. Become travel and leisure’s employer of choice.
3. 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.
4. Set the pace with the industry’s smartest solutions
that deliver on our sustainability roadmap to 2030.
5. Strengthen our balance sheet and deliver long-term
shareholder value.
We also continued to implement and monitor our
Culture Essentials (Core Values), which are the key
beliefs and behaviors that define who we are, what we
stand for, and how we operate. Our Culture Essential
connect us to each other and the organization and
serve as guiding principles to help us make decisions,
build relationships, solve problems and achieve
success.
Our Culture Essentials are as follows:
•
Speak Up
—Our voice is our strength. Every
one of us, regardless of level or role, speaks up
when we have questions, comments, concerns, or
new ideas. If we see something wrong or that
doesn’t seem right, we say something and trust
our voices will be heard without fear of retaliation.
•
Respect & Protect
—The health, safety and
well-being of our people and the planet are vital.
We choose to take decisive actions to respect and
protect every life we touch, the places we sail
and the laws that govern us.
•
Empower
—We and our team members
have the time, tools and support we need to do
our best work. We’re empowered to take personal
ownership and accountability to succeed, and
we take pride in our work.
•
Improve
—Our business is built on forward
motion. We have the courage to dream big, driving
innovation and continuous improvement in
guest and team member experiences, operations,
compliance, sustainability and beyond.
•
Listen & Learn
—We listen actively and seek
to understand before responding, because the
more perspectives we have, the better decisions
we make. We value and respect the words and
ideas of others, keeping an open mind, and
learning from our successes and failures.
•
Communicate
—We openly share our
knowledge, skills and information across brands,
functions and the entire company to further our
collective success. Together we champion our
purpose & mission, vision, values and company
priorities.
In 2024, we also continued our Cross Brand Culture
and Engagement Survey featuring a common survey
focused on our Culture Essentials across ship and
shore operations for all our employees. 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.
To further elevate the importance of strengthening
our corporate culture, management, under the
supervision of the Boards, continued its culture
governance process in which our senior management
team is responsible and accountable for developing
the strategy and targets for culture improvements.
Given the relative expertise of our human resource
professionals, the human resource leaders within each
operating unit or brand are responsible for
implementing the strategy, as well as providing
periodic reports that summarize such efforts and
activities.
We are focused on supporting a ‘Culture of
Compliance’ through various compliance monitoring,
communication, and continuous improvement
processes. The Boards, together with their
Committees, also play an important role in monitoring
and assessing our culture to ensure that it is aligned
with our strategy, values, mission and vision. As part of
that role, in 2024 the Boards received and reviewed
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WORKFORCE ENGAGEMENT
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reports on the progress of our Culture Essentials. The
Boards also monitor alignment between our policies,
practices and behaviors and our culture, mission,
vision, values and strategy and review management’s
actions to improve this alignment.
Our goals also continue to be fostering a positive and
just culture that involves supporting recruiting,
developing and retaining the finest workforce. A
highly motivated and engaged workforce is key to
providing extraordinary cruise vacations. We believe
in building trust-based relationships and listening to
and acting upon our workforces’ perspectives and
ideas and use feedback tools to monitor and improve
our progress in this area. We remain focused on
becoming the travel & leisure’s employer of choice.
We celebrate our diverse team of over 160,000 team
members representing approximately 150 countries
and are committed to providing a welcoming and
inclusive environment where people from different
backgrounds, experiences, and walks of life can
succeed. We care deeply for our team members and
work hard to always cultivate an atmosphere of
openness, respect, and trust. We know our team
members are at the heart of inspiring unforgettable
happiness, so we strive to be the world’s number one
choice for hospitality, travel and leisure careers.
STAFFING
We continued our commitment to job creation by
hiring additional employees in support of employee
health and well-being through right sizing staffing
levels.
Our pay practices are established to attract and
retain talented individuals at all levels of the
organization and to reward performance. Engagement
with the workforce on common pay programs with
the support of the Boards were coordinated across
the organization and shared locally via townhalls,
communications from senior leadership and from
their team leaders. Through these channels the
workforce is made aware of the ways in which both
they and executives participate in our pay for
performance culture. Use of local engagement
channels allowed each brand to tailor conversations
to their specific programs. Our common programs for
2024 included merit increases and common forms
of annual equity incentives for eligible employees,
including expansion of participation in our
performance equity incentive to a broader range of
participants, which apply to our executives and key
personnel. In addition, 2024 saw initiation of phase
one of a common shoreside global grading structure
for all jobs across all our brands, global regions, and
corporate operating units. This initiative promotes
enhanced career mobility within the organization,
while also providing more consistent and transparent
pathways for professional development and
advancement. Over time, this framework is intended
to be used for determining all aspects of total
rewards. These programs, established with the
support of the Boards of Directors, reinforce our
focus on retaining, rewarding and investing in our
workforce as well as the alignment of our pay for
performance philosophy for executives and the
workforce.
Gender and Ethnic Background Representation
In accordance with UKLR 6.6.6R(10), we are disclosing
in the prescribed table format the gender or sex
and ethnicity data for our Boards and executive
management as of the reference date, November 30,
2024, being the last day of our fiscal year and the
reference date selected by the Boards. This data was
collected via questionnaires on a confidential and
voluntary basis. The individuals were asked to self-
report their gender and ethnicity information by
choosing one or more options from a list or by
providing their own response.
Annex C
―
Carnival plc Corporate Governance Report
GENDER AND ETHNIC BACKGROUND REPRESENTATION
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Carnival plc Corporate Governance Report
REPORTING ON GENDER IDENTITY OR SEX
Number of
Board members
Percentage of
the Boards
Number of
senior positions
on the Boards
(CEO, SID and
Chair)
Number in
executive
management*
Percentage of
executive
management*
Men
6
50%
3
10
67%
Women
5
42%
—
5
33%
Not specified / prefer not to say
1
8%
—
—
—
REPORTING ON ETHNIC BACKGROUND
Number of
board members
Percentage
of the board
Number of
senior positions
on the board
(CEO, SID and
Chair)
Number in
executive
management*
Percentage of
executive
management*
White British or other White
(including minority-white groups)
9
75%
3
12
80%
Mixed/Multiple Ethnic Groups
—
—
—
—
—
Asian/Asian British
1
8%
—
—
—
Black/African/Caribbean/Black
British
1
8%
—
—
—
Other ethnic group
—
—
—
3
20%
Not specified / prefer not to say
1
8%
—
—
—
*
In accordance with the UKLR, “executive management” comprises the Chief Executive Officer and the most senior level of
managers reporting to the Chief Executive Officer, as well as the Company Secretary.
APPROACH TO DATA COLLECTION
The data above was collected via questionnaires on a
confidential and voluntary basis. The individuals
were asked to self-report their gender and ethnicity
information by choosing one or more options from a
list or by providing their own response.
Hotline for Reporting Concerns
We have policies and procedures in place for
employees and other stakeholders to report any
concerns or complaints regarding actual or suspected
violations of our Code of Business Conduct, our
other policies, or the laws, and for appropriate
investigations into and treatment of any such reports.
We also provide an independent, third-party-hosted
hotline where reports can be made in a secure,
confidential and, where desired and permitted by
applicable laws, anonymous manner. Our Compliance
Committees are responsible for monitoring policies
and procedures relating to submission, retention and
treatment of reports described above. The Compliance
Committees review and discuss on a quarterly basis
reports regarding the status of hotline activity, trends
and the results of any significant investigations
(other than those relating to audit and accounting
matters and HESS-related matters which are reviewed
by the Audit Committees and HESS Committees,
respectively). The reports are also shared with the full
Boards. The Compliance Committees also review on
a regular basis the policies and procedures relating to
hotline complaints to ensure that they remain
appropriate and effective.
Annex C
―
Carnival plc Corporate Governance Report
HOTLINE FOR REPORTING CONCERNS
Carnival plc Corporate Governance Report
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C-19
Internal Control and Risk Management
A description of the Carnival Corporation & plc
internal controls and risk management systems in
relation to the financial reporting process can be found
in the Strategic Report under Section 3. “Internal
Control and Risk Assessment” and in the Proxy
Statement under “Risk Oversight.”
Directors’ Responsibility for Financial Statements
The Statement of Directors’ Responsibilities in
relation to the Carnival plc financial statements is
included in the Carnival plc Directors’ Report attached
as Annex A to the Proxy Statement.
Statement of Compliance with the UK Corporate
Governance Code
The UK Corporate Governance Code 2018 applied to
Carnival plc during the course of the financial year. Set
out below is a chart that illustrates how Carnival
Corporation & plc has applied the principles of the
UK Corporate Governance Code during the year
ended November 30, 2024. A copy of the UK Corporate
Governance Code is available on the website of the
FRC at
www.frc.org.uk.
1. Board leadership and company purpose
A.
Effective Board
Proxy Statement: “Governance and Board Matters.”
Carnival plc Corporate Governance Report: “Board
Performance Evaluations”; “Board Structures and
Delegation to Management.”
B.
Purpose, values and culture
Carnival plc Corporate Governance Report: “Workforce
engagement”—“Culture”; “Board Performance
Evaluations.”
C.
Governance framework and Board resources
Carnival plc Corporate Governance Report: “Board
Performance Evaluations”; “Board Structures and
Delegation to Management.”
D.
Stakeholder engagement
Carnival plc Corporate Governance Report: “Workforce
Engagement”; “Relations with Shareholders.”
Proxy Statement: “Shareholder Engagement”
Carnival plc Directors’ Remuneration Report (Part I):
“Executive Summary”—“Shareholder Engagement.”
Carnival plc Strategic Report: “1.A.II. Purpose & Mission,
Vision, Values and Priorities”; “1.C.II. Ships Under
Contract for Construction”; “1.C.VII. Cruise Pricing and
Payment Terms”; “1.C.IX. Onboard and Other Revenues”;
“1.C.XII. Sales Channels”; “1.C.XIII. Suppliers”; “1.C.XVIII.
Governmental Regulations”; and “7. Section 172(1)
Statement.”
E.
Workforce policies and practices
Carnival plc Corporate Governance Report: “Workforce
engagement”; “Hotline for Reporting Concerns.”
Carnival plc Directors’ Report: “Corporate and Social
Responsibility”—“Employees.”
Carnival plc Corporate Governance Report: “Workforce
Engagement.”
Annex C
―
Carnival plc Corporate Governance Report
INTERNAL CONTROL AND RISK MANAGEMENT
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Carnival plc Corporate Governance Report
2. Division of responsibilities
F.
Board roles
Carnival plc Corporate Governance Report: “Board
Balance and Independence”; “Board Procedures and
Responsibilities”; “Board Structures and Delegation to
Management.”
G.
Independence
Carnival plc Corporate Governance Report: “Board
Balance and Independence.”
H.
Time commitment and external appointments
Carnival plc Corporate Governance Report: “Board
Procedures and Responsibilities”; “Board Performance
Evaluations.”
I.
Resources, information and Company Secretary
Proxy Statement: “Board Orientation and Education.”
Carnival plc Corporate Governance Report: “Information
and Professional Development.”
3. Composition, succession and evaluation
J.
Appointments to the Board
Carnival plc Corporate Governance Report: “Board
Composition.”
Proxy Statement: “Nominations of Directors.”
K.
Boards skills, experience and knowledge
Carnival plc Corporate Governance Report: “Board
Refreshment”; “Board Composition”; “Corporate
Governance Guidelines.”
Proxy Statement: “2025 Nominees for Re-Election to the
Boards.”
L.
Annual Board evaluation
Carnival plc Corporate Governance Report: “Board
Performance Evaluation.”
4. Audit, risk and internal control
M.
External and internal audit, integrity of financial
statements
Proxy Statement: “Report of the Audit Committees.”
Carnival plc Corporate Governance Report: “Carnival plc
Supplement to the Report of the Audit Committees”;
“Corporate and Social Responsibility.”
N.
Assessment of company’s position and prospects
Carnival plc Corporate Governance Report: “Statement
of Directors’ Responsibilities”; “Board Structures and
Delegation to Management.”
O.
Internal financial controls and risk management
Carnival plc Corporate Governance Report: “Internal
Control and Risk Management.”
Proxy Statement: “Risk Oversight.”
Carnival plc Strategic Report: “3. Internal Control and
Risk Assessment.”
Annex C
―
Carnival plc Corporate Governance Report
STATEMENT OF COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
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5. Remuneration
P.
Linking remuneration with purpose and strategy
Carnival plc Directors’ Remuneration Report (Part I):
“Executive Summary”—“Our Compensation Philosophy”;
“Process for Making Compensation Determinations”;
“Named Executive Officer Compensation Design,
Elements and Pay Mix.”
Q.
Procedure for developing remuneration policy
Carnival plc Directors’ Remuneration Report (Part I):
“Executive Summary”; “Process for Making
Compensation Determinations”; “Named Executive
Officer Compensation Design”; “Elements and Pay Mix.”
Carnival plc Directors’ Remuneration Report (Part II):
“2. Implementation Section”—“2.1 Implementation of
Approved Policy,” “2.9 Non-Executive Directors.”
R.
Remuneration outcomes
Carnival plc Directors’ Remuneration Report (Part I):
“Executive Summary”; “Process for Making
Compensation Determinations”; “Named Executive
Officer Compensation Design”; “Elements and Pay Mix.”
Carnival Corporation & plc has applied all principles
of the UK Corporate Governance Code and complied
with its provisions throughout the year ended
November 30, 2024, with the following exceptions:
•
Provision 3 provides that the Chair should seek
regular engagement with major shareholders. While
our Chair participates in select shareholder
engagement meetings, as an Executive Director
and a significant shareholder, he does not lead our
Board’s regular shareholder engagement program.
In order to facilitate effective shareholder
engagement and achieve what we believe to be a
better corporate governance outcome, our
shareholder engagement program is primarily led
by our investor relations team and our CEO, with
support from other members of senior
management, our Chair, our Senior Independent
Director, and other Non-Executive Directors and/or
Committee chairs, as appropriate, as explained in
this Corporate Governance Report under “Relations
with Shareholders” and in the Proxy Statement
under “Shareholder Engagement”;
•
Provision 19 provides that the Chair should not
remain in post beyond nine years from the date of
their first appointment to the Board. In addition,
Provision 9 provides that the Chair should be
independent on appointment. Our Chair of the
Board of Directors of Carnival plc has been in his
post for longer than nine years and was not
considered independent on appointment. The
Boards believe that due to Mr. Arison’s unique
experience and skills, his continued service as
Chair is in the best interests of the Companies and
their shareholders, as explained in this Corporate
Governance Report under “Board Balance and
Independence;”
•
Provision 36 provides that share grants granted to
Executive Directors should be subject to a total
vesting and holding period of five years or more
and that a formal policy for post-employment
shareholding requirements should be developed.
Our share grants to our U.S.-based President, CEO
and Chief Climate Officer are subject to vesting
periods that are less than five years, consistent with
standard U.S. compensation practices, as explained
in Part I of the Carnival plc Directors’ Remuneration
Report (included in our Proxy Statement) under
“Equity-based Compensation.” In addition, we do
not have a formal policy for a Director’s post-
employment shareholding, consistent with standard
U.S. compensation practices, as explained in the
Carnival plc Directors’ Remuneration Report
attached as Annex B to the Proxy Statement under
“Statement by Randy Weisenburger, Chair of the
Compensation Committees”; and
•
Provision 38 provides that only basic salary should
be pensionable. The annual bonuses of our U.S.
Executive Directors, consistent with U.S. pay
practices, form part of their pensionable salary, as
explained in the Carnival plc Directors’
Remuneration Report attached as Annex B to the
Proxy Statement under “Total Pension Entitlements.”
Annex C
―
Carnival plc Corporate Governance Report
STATEMENT OF COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
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Carnival plc Corporate Governance Report
This Corporate Governance Report was approved by
the Board of Directors and is signed by order of the
Board of Directors by:
DOREEN S. FURNARI
Company Secretary
January 27, 2025
Annex C
―
Carnival plc Corporate Governance Report
STATEMENT OF COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
Carnival plc Corporate Governance Report
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Annex D
―
Amendment to the Carnival
Corporation 1993 Employee Stock Purchase Plan
THIRD AMENDMENT TO THE
CARNIVAL CORPORATION
1993 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS
, Carnival Corporation (the “
Company
”) sponsors the Carnival Corporation 1993 Employee Stock
Purchase Plan (the “
Plan
”); and
WHEREAS
, the Board has determined that it is desirable and in the best interest of the Company and its
stockholders to increase the number of shares of common stock that can be purchased under the Plan, subject
to the approval of the Company’s stockholders; and
WHEREAS
, the Board has determined that such an amendment to the Plan complies with all applicable laws and
applicable stock exchange listing requirements.
NOW, THEREFORE
, the Carnival Corporation 1993 Employee Stock Purchase Plan is hereby amended, subject to
and effective as of the date of approval by the Company’s stockholders, as follows:
In Section 3, the phrase “One Million (1,000,000) shares of Common Stock” is hereby replaced with the phrase
“Eight Million (8,000,000) shares of Common Stock.”
Amendment to the Carnival Corporation 1993 Employee Stock Purchase Plan
|
D-1
