Annual Report
Year Ended November 30, 2025
The Carnival plc Annual Report comprises the Strategic Report, Carnival plc consolidated Group and
Company Financial Statements, the DLC Financial Statements and certain parts of the Proxy Statement,
including its Annexes (the “Proxy Statement”).
The Directors consider that, within the Carnival Corporation and Carnival plc dual listed company (“DLC”)
arrangement, the most appropriate presentation of Carnival plc’s results and financial position is by reference to
the Carnival Corporation & plc U.S. GAAP consolidated financial statements (“DLC Financial Statements”).
Accordingly, the DLC Financial Statements are included as part of the Carnival plc Annual Report.
Cautionary Note Concerning Factors That May Affect Future Results
Some of the statements, estimates or projections contained in this document are “forward-looking
statements”that involve risks, uncertainties and assumptions with respect to us, including statements
concerning future results, operations, strategy, outlooks, plans, goals, reputation, cash flows, liquidity and
other events which have not yet occurred. These statements are intended to qualify for the safe harbors from
liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical facts are statements that could be
deemed forward-looking. These statements are based on current expectations, estimates, forecasts and
projections about our business and the industry in which we operate and the beliefs and assumptions of our
management. We have tried, whenever possible, to identify these statements by using words like “will,”
“may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,”
“forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and similar
expressions of future intent or the negative of such terms.
Forward-looking statements include, but are not limited to, statements that relate to our outlook and
financial position, as well as, statements regarding:
•
Pricing
• Liquidity and credit ratings
•
Booking levels
• Investment grade leverage metrics
•
Occupancy
• Dividends
•
Interest, tax and fuel expenses
• Estimates of ship depreciable lives and residual values
•
Currency exchange rates
• Adjusted return on invested capital (“ROIC”)
•
Goodwill, ship and trademark fair values
• The proposed unification and redomiciliation
transactions
Because forward-looking statements involve risks and uncertainties, there are many factors that could cause
our actual results, performance or achievements to differ materially from those expressed or implied in this
Strategic Report. This Strategic Report contains important cautionary statements of the known factors that
we consider could materially affect the accuracy of our forward-looking statements and adversely affect
our business, results of operations and financial position.
Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any
continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any
obligation to disseminate, after the date of this document, any updates or revisions to any such forward-
looking statements to reflect any change in expectations or events, conditions or circumstances on which
any such statements are based.
Forward-looking and other statements in this document may also address our sustainability progress, plans,
and goals (including emissions and environmental-related matters). In addition, historical, current, and
forward-looking sustainability-related statements may be based on standards and tools for measuring
progress that are still developing, internal controls and processes that continue to evolve, and assumptions
and predictions that are subject to change in the future and may not be generally shared.
Adjusted ROIC provides additional information to us and investors about our operating performance
relative to the capital we have invested in the company. We define adjusted ROIC as the twelve-month adjusted
net income (loss) before interest expense and interest income divided by the monthly average of debt plus
equity minus construction-in-progress, excess cash, goodwill and intangibles.
Strategic Report
The Directors consider that within the DLC arrangement, the most appropriate presentation of Carnival
plc’s business strategy is by reference to the consolidated strategy of Carnival Corporation & plc. Accordingly,
this Strategic Report presents the required strategy and business review for Carnival Corporation & plc in
order to satisfy reporting requirements of the Companies Act 2006.
CARNIVAL PLC ANNUAL REPORT
PAGE NO.
Strategic Report
Executive Overview
.....................................................
1
1. Business
...........................................................
2
A. Overview
........................................................
2
B. Global Cruise Industry
...............................................
4
C. Our Global Cruise Business
...........................................
5
D. Website Access to Carnival Corporation & plc SEC Reports
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35
E. Industry and Market Data
............................................
35
F. Cybersecurity
.....................................................
36
G. Properties
........................................................
37
H. Legal Proceedings
..................................................
37
I. Executive Officers and Corporate Governance
...............................
38
J. Dividends
........................................................
38
K. Repurchase Authorizations
............................................
39
2. Business Review
.....................................................
39
3. Internal Control and Risk Assessment
......................................
47
4. Risk Management and/or Mitigation of Principal and Emerging Risks
...............
48
5. Going Concern Confirmation and Viability Statement
...........................
59
6. Non-Financial and Sustainability Information Statement
.........................
60
7. Section 172(1) Statement
...............................................
64
Carnival plc Financial Statements for the year ended November 30, 2025
Carnival plc Group Financial Statements
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70
Carnival plc Parent Company Financial Statements
...............................
108
Deloitte LLP Independent Auditor’s Report
....................................
123
DLC Financial Statements and Other Information
DLC Financial Statements
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131
Common Stock and Ordinary Shares
........................................
168
Stock Performance Graphs
................................................
169
Corporate and Other Information
...........................................
170
Proxy
Statement
Page No.
Other Information from the Proxy Statement
Carnival plc Directors’ Report
..............................................
A-1
Carnival plc Directors’ Remuneration Report – Part I
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50
Carnival plc Directors’ Remuneration Report – Part II
.............................
B-1
Carnival plc Corporate Governance Report
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C-1
The Carnival plc Annual Report has been submitted to the National Storage Mechanism in European
Single Electronic Format (“ESEF”) and is available for inspection at
data.fca.org.uk/#/nsm/nationalstoragemechanism and will be included in the Annual Meeting materials
available to the Carnival plc shareholders. Only the Carnival plc Annual Report in ESEF is the official version
for the purposes of the ESEF Regulation. The Form 10-K is not set forth within this document but is
available for viewing at www.carnivalcorp.com or www.carnivalplc.com.
2025 Executive Overview
2025 was another strong year that exceeded expectations, setting new records across our business and
achieving more milestones, including:
• Record revenues of $26.6 billion
• All-time high operating income of $4.5 billion, up 25% compared to the prior year
• Achieved the highest adjusted return on invested capital (“ROIC”) in 19 years
• Record booking trends with continued strong close-in demand throughout the year
• Ended 2025 with record year-end customer deposits, up nearly 7% year over year
In 2025, we made significant progress strengthening our balance sheet. In December 2025, we successfully
completed our $19 billion refinancing plan in less than a year and reduced total debt by over $10 billion since
our peak in January 2023. In addition, we surpassed our investment grade leverage metric threshold. These
accomplishments enabled us to reinstate our dividend, reflecting both our confidence in the durability of our
cash generation and the improvements we have made to our balance sheet.
Looking forward, we are well-positioned to create even greater shareholder value over time as we continue
to reinvest in our future. This will be driven by our focus on driving commercial excellence, disciplined newbuild
strategy, our expansion of return-generating ship enhancement initiatives across some of our cruise lines
and our exclusive destination development program.
We continue to strengthen our demand generating efforts to position ourselves for success in 2026 and
beyond. Our world-class cruise lines are refining their focus on target markets, sharpening marketing
messages and reaching target consumers more efficiently. We are also enhancing our commercial strategies
by leveraging AI to improve marketing effectiveness, deliver personalized experiences and drive efficiency
gains across all our cruise lines. Together, we believe these initiatives will increase same ship revenues,
drive margins and returns higher over time and help to close the price-to-value gap we offer versus land-
based alternatives.
In 2025, we opened our game-changing new exclusive destination, Celebration Key, Grand Bahama, which
has already hosted more than one million guests since its July opening. We will continue to build on the
success of Celebration Key through planned expansions at some of our other Paradise Collection
properties, including RelaxAway, Half Moon Cay and Isla Tropicale (formerly Mahogany Bay) in 2026. In
addition, we recently announced the development of Ensenada Bay Village —
Treasures of Baja
. This
destination will showcase the natural beauty of Baja California, Mexico through a blend of adventure, culture
and relaxation experiences while benefitting our west coast deployments.
During 2025, we also continued making progress towards our sustainability goals. We reached our 2030 goal
ahead of schedule, cutting greenhouse gas emissions intensity by over 20% relative to our 2019 baseline.
Separately, our Less Left Over strategy helped reduce food waste by over 47%, edging closer to our 50% target
set for 2030.
In addition, we continue to take actions that will strengthen our ability to deliver long-term shareholder
value. We recently announced that our Boards of Directors recommends unifying our dual listed company
under a single corporate entity to streamline governance and reporting. This would also create a single global
share price, reduce administrative costs and is expected to increase liquidity and weighting in major U.S.
stock indexes.
Together in 2025, we delivered unforgettable happiness to over 13.5 million people around the world by
providing them with extraordinary cruise vacations while honoring the integrity of every ocean we sail, place
we visit and life we touch. We are grateful for the efforts of our over 160,000 hard-working and dedicated
team members who delivered incredible results this year and have set us up well for another step forward in
2026.
Strategic Report
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, Princess Cruises and Seabourn. During 2025, we
sunset the P&O Cruises (Australia) brand and folded its Australia operations into Carnival Cruise Line.
Following a review of the corporate structure, the Boards of Directors of Carnival Corporation and Carnival
plc recommended unifying the dual listed company under a single corporate entity, Carnival Corporation,
listed solely on the New York Stock Exchange, with Carnival plc as its wholly-owned UK subsidiary. Under
this plan, Carnival plc shareholders would receive Carnival Corporation shares on a one-for-one basis,
and Carnival plc shares and American Depositary Receipts would be de-listed from both the London Stock
Exchange and the New York Stock Exchange, respectively. Carnival Corporation also proposes shifting its
legal incorporation from Panama to Bermuda under the name Carnival Corporation Ltd., a jurisdiction
widely recognized and aligned with international financial standards. There will be no material changes to
the company’s business fundamentals, including strategy, underlying assets and operations or to the company’s
commitment to the vital UK market. The unification and legal incorporation in Bermuda are expected to
preserve key shareholder voting and economic rights.
These proposals will be subject to certain conditions, including the approval of shareholders and receipt of
regulatory and UK court approvals. Carnival Corporation and Carnival plc intend to hold meetings of
shareholders in April 2026 to consider the proposals. Subject to shareholders approving the proposals and
the remaining conditions being satisfied, the company intends to complete the unification and legal
incorporation in Bermuda in the second quarter of 2026. More information on the proposed unification
and legal incorporation in Bermuda will be included in materials Carnival Corporation and Carnival plc
expect to file with the Securities and Exchange Commission (“SEC”), which will be available without charge
on the SEC’s website.
II.
Purpose & Mission, Core Values and Priorities
Purpose & Mission
To deliver unforgettable happiness to our guests by providing extraordinary cruise vacations, while honoring
the integrity of every ocean we sail, place we visit and life we touch.
Core Values
•
Listen & Learn
— We listen — actively and inclusively — to make better decisions and learn from
our successes and failures.
•
Speak Up
— We can respectfully share ideas, feedback, concerns and questions with confidence.
•
Respect & Protect
— We protect what matters — our people, our company and our planet — treating
everyone with dignity and respect.
•
Always Improving
— We always try to do our jobs better and innovate to drive the business forward.
•
Better Together
— We work collaboratively as a team to successfully deliver on our purpose, mission
and goals.
•
Guest Obsessed
— We put our guests front and center, delighting them at every opportunity.
2
Priorities
Ensure each of our world-class cruise lines owns its space in the vacation market.
Different travelers seek different vacation experiences. That is why our portfolio of world-class cruise lines
gives us such a powerful competitive advantage. With eight distinctive cruise lines operating around the globe,
each brand has the opportunity to stand out with a clear, compelling identity that attracts its own unique
profile of new and loyal guests. When we market those differences distinctly and deliver on them throughout
the journey, we unlock higher levels of guest satisfaction, drive stronger bookings and demand and
generate increased pricing power.
Be Travel & Leisure’s employer of choice.
Our team members are the heart of the unforgettable happiness we deliver to over 13.5 million guests each
year. With a team of more than 160,000 individuals from approximately 150 countries, we proudly reflect the
cultural richness of our guests and the global community. We intentionally cultivate a workplace
environment where everyone feels welcomed, included, supported and empowered to succeed, reinforcing
our ambition to be the world’s number-one choice for hospitality, travel and leisure careers.
Stay committed to excellence in compliance, environmental protection and the well-being of every life we touch.
Achieving our Purpose and Mission starts with being responsible corporate citizens and strong stewards of
our planet. That means preserving our environment, caring for our guests, our communities and our team,
upholding the laws that govern our business and holding ourselves to the highest standards.
Execute our sustainability roadmap.
We are privileged to explore remarkable cultures and environments around the world — and it is our shared
responsibility to honor and help preserve them. Without the thriving communities, healthy oceans and
stunning places we visit, we could not deliver our Purpose and Mission or achieve our other priorities. That
is why it is imperative that we continue to reduce our fuel consumption and carbon footprint, advance a
circular economy and strengthen shared-value partnerships with the communities we sail to and from.
Further strengthen our balance sheet while delivering outsized shareholder returns.
Several years of exceptional performance has significantly strengthened our financial fitness — reducing
debt, achieving strong profitability and double-digit ROIC, surpassing the investment grade threshold and
reinstating our dividend. We are fortifying our position through disciplined cost control and continued
deleveraging. At the same time, our measured investments in newbuilds, major ship midlife refurbishment
enhancements across our cruise lines and destination development, and continued focus on commercial
excellence, are setting the stage for substantial long-term growth and value creation.
Strategic Report
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 generally includes
cruises that last seven days or less. The premium experience emphasizes quality, comfort, style and more
varied itineraries. The premium experience generally includes cruises that last from seven to 14 days. The
luxury experience is generally characterized by very high standards of accommodation and service, smaller
vessel size and exotic itineraries to ports that are inaccessible by larger ships. We have product and service
offerings in each of these three broad classifications.
II.
Passenger Capacity by Ocean Going Vessels
Passenger Capacity as of
December 31 (a)
Calendar Year
Global Cruise
Industry (b)
Carnival
Corporation & plc
2023
..............................................
701,110
263,300
2024
..............................................
733,010
269,970
2025
..............................................
764,310
272,460
(a)
In accordance with cruise industry practice, passenger capacity is calculated based on the assumption
of two passengers per cabin even though some cabins can accommodate three or more passengers.
(b)
Global cruise industry data was obtained from Cruise Industry News.
III.
Competition
The global cruise industry is a relatively small part of the global vacation market. We compete with land-
based vacation alternatives throughout the world, such as hotels, resorts (including all-inclusive resorts),
theme parks, organized tours, casinos, vacation ownership properties, and other internet-based alternative
lodging sites. Based on 2025 Cruise Industry News statistics, as of December 31, 2025, we, along with our
principal cruise competitors Royal Caribbean Group, Norwegian Cruise Line Holdings, Ltd. and MSC
Cruises, represented approximately 80% of the cruise industry capacity.
4
C.
Our Global Cruise Business
I.
Segment and Brand Information
November 30, 2025
Passenger
Capacity
Percentage of
Total Capacity
Number of
Cruise Ships
North America Segment
Carnival Cruise Line
.....................
94,340
35%
29
Princess Cruises
........................
54,890
20%
17
Holland America Line
....................
23,030
8%
11
Seabourn
.............................
2,640
(a)
1%
6
174,910
64%
63
Europe Segment
AIDA Cruises (“AIDA”)
..................
32,270
12%
11
Costa Cruises (“Costa”)
...................
31,140 (b)
11%
9
P&O Cruises
..........................
24,300
9%
7
Cunard
..............................
9,770
4%
4
97,470
36%
31
272,380
100%
94
(a)
Includes
Seabourn Sojourn
which is expected to leave the fleet in May 2026.
(b)
Includes
Costa Fortuna
which is expected to leave the fleet in September 2026.
We also have a Cruise Support segment that includes our portfolio of leading port destinations and
exclusive islands as well as other services, all of which are operated for the benefit of our cruise brands.
In addition to our cruise operations, we own Holland America Princess Alaska Tours, the leading tour
company in Alaska and the Canadian Yukon, which complements our Alaska cruise operations. Our tour
company owns and operates hotels, lodges, glass-domed railcars and motorcoaches which comprise our Tour
and Other segment.
II.
Ships Under Contract for Construction
As of November 30, 2025, we have a total of seven cruise ships expected to be delivered through 2033. Our
ship construction contracts are with Fincantieri in Italy and Meyer Werft in Germany.
Expected
Delivery Date
Passenger Capacity
Lower Berth
AIDA
Newbuild (a)
....................................
February 2030
4,280
Newbuild (a)
....................................
December 2031
4,280
Carnival Cruise Line
Carnival Festivale
.................................
April 2027
5,360
Carnival Tropicale
................................
March 2028
5,360
Newbuild
......................................
July 2029
6,160
Newbuild
......................................
July 2031
6,160
Newbuild
......................................
June 2033
6,160
(a)
Ships are subject to financing.
Strategic Report
5
III.
Descriptions of Cruise Brands
AIDA is the most recognized brand in the German cruise market. Its ships visit many beautiful destinations
around the world and bring together people of all ages. AIDA delights guests with excellent service and a
variety of extraordinary experiences. The smile on the bow of the ships represents the unique AIDA attitude
on life — relaxed, friendly, colorful, cosmopolitan and uncomplicated.
Carnival Cruise Line is “The World’s Most Popular Cruise Line
®
” and has provided multi-generational
family entertainment at exceptional value to its guests for over 50 years. Carnival Cruise Line creates an
environment where guests can be their most playful selves on ships that are designed to inspire the experience
of bringing people together, with limitless opportunities for guests to create their own fun.
For over 75 years, Costa has brought wonder to guests’lives, allowing them to discover unique destinations
and experiences both onboard and onshore. Costa’s warm hospitality and high-quality onboard services
feature a true European touch and Italian passion, setting Costa apart from any other cruise experience.
For 185 years, the iconic Cunard fleet has perfected the timeless art of luxury ocean travel. Cunard’s distinct
voyages are meticulously crafted to offer fine dining and bars, unique entertainment, and the famous
White Star Service
®
, comfort and style. A pioneer in transatlantic crossings and World Voyages, its
destinations also include Europe, the Caribbean and Alaska.
For over 150 years, Holland America Line has delivered experiences too good to hurry through — perfecting
the art of leisurely travel for guests who seek to explore more than 100 countries and connect with the
world and each other. With nearly 80 years of leadership in Alaska, Holland America offers immersive
journeys aboard perfectly sized ships, with fresh, locally sourced cuisine, extraordinary entertainment at sea
and a tradition of genuine hospitality.
6
P&O Cruises is Britain’s largest cruise line and its heritage can be traced back over 185 years. P&O Cruises
welcomes guests to extraordinary travel experiences designed in a distinctively British way — through a blend
of discovery, relaxation and exceptional service catered towards British tastes. P&O Cruises’fleet of
premium ships deliver authentic travel experiences around the world, combining style and quality with a
sense of occasion and attention to detail, to create a truly memorable holiday.
For 60 years, Princess Cruises has unlocked the world and inspired discovery through enriching vacations
that connect people, places and cultures. Every journey is designed to spark interaction and create
unforgettable experiences both onboard and ashore. Guests enjoy the perfect balance of elevated comfort
and genuine warmth, where interactions with the Princess crew makes every moment feel personal. With
hands-on opportunities to explore and learn, Princess creates unforgettable memories across the most
extraordinary destinations on earth.
Seabourn, a leader in ultra-luxury cruising, sails to legendary cities and less-traveled ports. Intimate ships
with a yacht-like atmosphere allow guests to discover the unexpected — about the world and about themselves.
Guests enjoy all ocean-front suites and world-class gourmet dining as they wish. Seabourn creates moments
of surprise and delight known as “Seabourn Moments.”Seabourn’s fleet also includes two ultra-luxury
expedition ships purpose-built for immersive and adventurous travel experiences.
IV.
Port Destinations and Exclusive Islands
We operate a portfolio of port destinations and exclusive islands enabling us to offer exceptional experiences
by creating a wide variety of high-quality destinations that are uniquely tailored to our guests’preferences.
Our port destinations and exclusive islands welcomed 7.4 million guests in 2025 and 6.5 million in 2024. In
addition, to secure preferential berth access to third-party ports, we enter into berthing agreements and
commitments.
Our portfolio of seven owned or operated ports and destinations includes:
• Amber Cove in the Dominican Republic
• Celebration Key, an exclusive destination in The Bahamas
• Grand Turk Cruise Center in Turks & Caicos
• Isla Tropicale in Roatan, an exclusive destination in Honduras (formerly Mahogany Bay)
• Princess Cays, an exclusive island in The Bahamas
• Puerta Maya in Cozumel, Mexico
• RelaxAway, Half Moon Cay, an exclusive island in The Bahamas
Strategic Report
7
During 2025, we introduced the Paradise Collection, which currently includes:
Celebration Key, our newly launched exclusive cruise port destination on the southern coast of Grand
Bahama Island, officially opened in July 2025. Celebration Key welcomes guests to a stunning beach and
offers an abundance of features and amenities for our guests. With a pier extension slated for completion in
2026, Celebration Key will be able to accommodate up to four of our cruise ships simultaneously.
Additionally, its strategic location supports our efforts to design more energy efficient itineraries.
RelaxAway, Half Moon Cay, our highly rated and award-winning exclusive Bahamian destination will be
enhanced to lean further into this destination’s natural beauty and pristine appeal. In addition to its existing
tender operations, RelaxAway, Half Moon Cay will feature a newly constructed pier that is expected to
open in the summer of 2026 and will allow two cruise ships to dock.
Isla Tropicale (formerly Mahogany Bay), our port destination in Roatan, Honduras will be expanded in
2026 to include a large pool with a swim up bar and cabanas with additional enhancement plans in the future.
8
V.
Passengers Carried by Principal Source Geographic Areas
Carnival Corporation & plc
Passengers Carried
Brands’ Main Source Markets
(in thousands)
2025
2024
2023
United States and Canada
..
8,092
7,938
7,410
Carnival Cruise Line, Cunard,
Holland America Line, Princess Cruises and
Seabourn
Continental Europe
.......
2,754
2,702
2,590
AIDA and Costa
United Kingdom
.........
1,108
1,087
970
Cunard and P&O Cruises
Australia and New Zealand . .
944
1,027
940
Carnival Cruise Line and Princess
Cruises
Other
.................
729
754
550
Total
.................
13,627
13,509
12,460
VI.
Cruise Programs
Carnival Corporation & plc
Percentage of Passenger Capacity by Itinerary
2026
2025
2024
Caribbean
..............................
35%
34%
34%
Europe without Mediterranean
...............
17
16
17
Mediterranean
...........................
14
14
13
Alaska
................................
7
6
6
Australia and New Zealand
..................
5
6
7
Other
.................................
22
24
23
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 itinerary, category of guest accommodation, season, duration
and brand. We offer a variety of promotions, including early booking, past guest recognition and travel agent
programs.
Our bookings are generally taken several months in advance of the cruise departure date. Typically, the
longer the cruise itinerary, the further in advance the bookings are made. This lead time allows us to actively
manage our prices in relation to guest demand and the number of available cabins through our revenue
management capabilities and other initiatives.
The cruise ticket price typically includes the following:
• Accommodations
• Most meals, including snacks at numerous venues
• Access to onboard amenities such as swimming pools, water slides, water parks, whirlpools, a health
club and sun decks
• Entertainment, such as theatrical and comedy shows, live music and nightclubs
• Visits to multiple ports, including our portfolio of owned or operated ports and destinations
• Childcare and supervised youth programs
Strategic Report
9
We offer our guests a variety of packages to encourage the advance purchase of certain onboard items.
These packages are primarily sold as an incremental bundled package or, for certain of our brands, may be
combined with cruise tickets and sold to guests for a single price. These packages may include one or more of
the following:
• Beverage packages
• Internet packages
• Shore excursions
• Photo packages
• Air and other transportation packages
• Onboard spending credits
• Specialty restaurants
• Service charges
Our brands’payment terms generally require that a guest pay a deposit to confirm their reservation and
then pay the balance due before the departure date.
VIII.
Seasonality
Our passenger ticket revenues are seasonal. Demand for cruises has been greatest during our third quarter,
which includes the Northern Hemisphere summer months. This higher demand during the third quarter
results in higher ticket prices and occupancy levels and, accordingly, the largest share of our operating
income is typically earned during this period. Our results are also impacted by ships being taken out-of-
service for planned maintenance, which we schedule during non-peak seasons. In addition, substantially all
of Holland America Princess Alaska Tours’revenue and operating income is generated from May through
September in conjunction with Alaska’s cruise season.
IX.
Onboard and Other Revenues
In 2025, we earned 34% of our cruise revenues from onboard and other revenue goods and services
including:
• Beverage sales
• Internet and communication services
• Casino gaming
• Full-service spas
• Shore excursions and experiences
• Specialty restaurants
• Retail sales
• Photo sales
Many of these goods and services are available for purchase prior to embarkation and can be purchased
individually or as a bundled value added package. Onboard and other activities are provided either directly
by us or by independent concessionaires, from which we receive either a percentage of their revenues or a fee.
Concession revenues do not have direct expenses because the costs and services incurred for concession
revenues are borne by our concessionaires.
X.
Marketing Activities
Guest feedback and research support the development of our overall marketing and business strategies to
drive demand for cruises and increase the number of first-time cruisers. Our goal has always been to increase
consumer awareness for cruise vacations and further grow our share of their vacation spend. We proactively
gather and evaluate guest feedback about their cruise experiences for valuable insights on key drivers of
guest loyalty and satisfaction, with a focus on continuous improvement. We closely monitor our net promoter
scores (“NPS”), which reflect the likelihood that our guests will recommend our brands’ cruise products
and services to friends and family, including those new-to-cruise.
During 2025, we increased our marketing and advertising programs, driving even greater demand across
our world-class cruise lines as well as our portfolio of port destinations and exclusive islands. Each of our
cruise lines is focused on creating further brand differentiation and clarity around its unique value proposition,
executing on a range of carefully targeted, results-driven marketing and advertising programs to reach its
optimal market segment of new and loyal guests and travel agent partners. Among these programs are
increasingly effective digital performance marketing and lead generation approaches that have attracted new
guests online by leveraging the reach and impact of digital marketing and social media. We have also
invested in new marketing technologies to deliver more engaging and personalized communications, further
enhancing their effectiveness. Collectively through these programs, we have cultivated cruising advocates
creating word-of-mouth demand and preference for our brands, ships, itineraries, including our port
destinations and exclusive islands and onboard products and services.
In addition, all of our cruise brands offer guest loyalty and recognition programs that motivate future
purchases from our repeat guests. Each brand strategically leverages its catalog of demand-generating rewards
10
and incentives to bring repeat guests back time and again with finely honed offers, such as special fares,
onboard activity discounts, complimentary laundry and internet services, expedited ship embarkation and
disembarkation and special onboard activities.
XI.
Sales Channels
We sell our cruises through travel agents, tour operators, company vacation planners, our websites, customer
service agents and onboard future cruise consultants. Our individual cruise brands’relationships with their
travel agent partners are generally independent of each of our other brands. Our travel agents’ relationships
are generally not exclusive and travel agents generally receive a base commission, plus the potential of
additional commissions, including discounts or complimentary tour conductor cabins, based on the
achievement of pre-defined sales terms.
Travel agent partners are an integral part of our long-term cruise distribution network and are critical to
our success. We utilize local sales teams to motivate travel agents to support our products and services with
competitive pricing, promotional policies and joint marketing and advertising programs. During 2025, no
group of travel agencies under common control accounted for 10% or more of our revenues. We also
employ a wide variety of educational programs, including websites, seminars and videos, to train agents on
our cruise brands and their products and services. In 2025, we held a variety of trainings and educational
programs to continue to support and develop our travel agent partners, including ship visits to familiarize
our travel agent partners with our products and services.
All of our brands have internet booking engines to allow travel agents to book our cruises. Additionally, all
of our cruise brands have their own consumer websites that provide access to information about their products
and services to users and enable their guests to quickly and easily book cruises and other products and
services online. These sites interface with our brands’social networks, blogs and other social media sites,
which allow them to develop greater contact and interaction with their guests before, during and after their
cruise. We also employ vacation planners and onboard future cruise consultants who support our sales
initiatives by offering our guests one-on-one cruise planning expertise and other services.
XII.
Suppliers
To provide an exceptional cruise experience for our guests, we source significant quantities of goods and
services from a global supply base. In addition, we incur significant capital expenditures for materials to
support the refurbishment and enhancements of our vessels as well as to build new ships. We approach our
spend strategically and look for suppliers who demonstrate the ability to help us leverage our scale in terms of
cost, quality, service, innovation and sustainability. Our supply base is diverse and many of our suppliers
provide goods and services across our portfolio of brands. We have continued to map and evaluate risks in
our supply chain, including the categories of products and services sourced and their geographic locations.
We strive to build strong relationships with our suppliers based on shared values. Our Business Partner Code
of Conduct applies to all of our suppliers and other business partners. It outlines our expectation that our
suppliers will respect and follow applicable laws and regulations and promote ethical decisions in all aspects
of their business. We also have a Responsible Sourcing Policy (“RSP”) that builds on our Business Partner
Code of Conduct and our human rights and environmental practices. The RSP establishes a framework that
helps us monitor compliance with our standards. It is designed to ensure that our sourcing practices are
aligned with our business priorities, core values and sustainability goals. The RSP also addresses labor,
environmental, business ethics, management systems and health and safety risks.
XIII.
Human Capital Management and Employees
Our shipboard and shoreside employees are sourced from approximately 150 countries. In 2025, we had an
average of 101,000 employees onboard our ships, excluding employees on leave. Our shoreside operations had
an annual average of 13,000 full-time and 3,000 part-time/seasonal employees. Holland America Princess
Alaska Tours significantly increases its work force during the late spring and summer months in connection
with Alaska’s cruise season.
We have entered into agreements with unions covering certain employees on our ships and in our shoreside
hotel and transportation operations. The percentages of our shipboard and shoreside employees that are
represented by collective bargaining agreements are 48% and 21%, respectively. We consider our employee
and union relationships to be strong.
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11
A team of highly motivated and engaged employees is key to providing extraordinary cruise vacations. To
facilitate the recruitment, development and retention of our valuable employees, we strive to make Carnival
Corporation & plc a workplace that not only attracts top talent but also provides meaningful opportunities
for professional growth and development.
a.
Talent Development
We are committed to excellence through our comprehensive performance management system that aligns
individual contributions with our business priorities and fosters the continuous development of our employees.
Our structured approach integrates goal setting, regular check-ins and formal evaluations, enabling both
shoreside and shipboard team members to reflect on their growth and receive actionable guidance on
performance expectations and career progression. Managers are equipped to conduct fair, consistent
assessments that inform compensation, promotion and succession planning, while reinforcing high standards
and a culture of continuous improvement across the organization.
We provide our shoreside team members with a variety of training programs and other personal and
professional growth opportunities. We invest in leadership development programs designed to foster career
growth, build strong leaders and retain top talent for advancement across the organization. Through careful
monitoring and evaluation of performance, we cultivate a strong pipeline of experienced leaders who
understand the complexities of managing global cruise operations. This systematic approach to talent
development allows us to maintain the expertise needed to navigate the unique challenges of the cruise
industry while supporting our commitment to sustainable growth and operational excellence. Additionally,
we have a shoreside leadership development program to foster a high-performance culture, promote integrity,
encourage cross-functional exposure and promote ongoing growth. Our strategic approach to succession is
supported by our Boards of Directors and is enhanced by our multi-brand operational structure. This creates
opportunities for leadership development across our organization for potential successors to our senior
management, including our Chief Executive Officer (“CEO”).
We also invest in our shipboard team members through various specialized training programs. Our maritime
training initiatives are particularly crucial, encompassing essential areas such as environmental, health and
safety protocols, guest service excellence and operational efficiency. Our Arison Maritime Center — home to
the Center for Simulator & Maritime Training Academy (“CSMART”), delivers comprehensive professional
maritime training. The state-of-the-art CSMART Academy features the most advanced bridge and
engine room simulator technology and equipment available, with the capacity to provide professional
training for all our bridge, engineering and environmental officers. CSMART participants benefit from a
maritime training experience that fosters advanced knowledge and skills development, critical thinking,
problem solving and decision making — all within a professional learning environment that reinforces our
core values.
b.
Gender Information
Approximate Average for 2025 (a)
Female
Male
Shoreside Employees
...................................
9,000
7,000
Shipboard Employees
..................................
20,000
81,000
Total Employees
......................................
29,000
88,000
(a)
These amounts are approximations and, at times, fluctuate significantly; for example, Holland America
Princess Alaska Tours significantly increases its work force during the late spring and summer months
in connection with Alaska’s cruise season.
As of November 30, 2025
Female
Male
Boards of Directors (a)
......................................
4
6
Non-Director Senior Management and Company Secretary
.............
5
7
Non-Director Senior Management and Company Secretary Direct Reports . .
27
62
(a)
One member of the Boards of Directors preferred not to disclose.
12
XIV.
Ethics and Compliance
We believe a strong ethics and compliance culture is imperative for the success of any company. Our
compliance framework includes a Global Ethics and Compliance (“Global E&C”) department, which is led
by our Chief Risk and Compliance Officer who leads the effort to promote and monitor a strong ethics
and compliance culture throughout the company. The main responsibilities of the Global E&C department
are to collaboratively:
• Identify, assess, monitor, prevent, detect and report on ethics and compliance risk
• Ensure compliance accountabilities and responsibilities are clear across the company
• Promote a strong commitment to ethics and compliance
• Drive ethics and compliance continuous improvements
To further heighten the focus on ethics and compliance, our Boards of Directors have Compliance
Committees, which oversee the Global E&C department and maintain regular communications with our
Chief Risk and Compliance Officer. Refer to Item 3. Internal Control and Risk Assessment on page 47 for
additional details.
XV.
Trademarks and Other Intellectual Property
We own, use and/or have registered or licensed numerous trademarks, patents and patent pending designs
and technology, copyrights and domain names, which have considerable value and some of which are widely
recognized throughout the world. These intangible assets enable us to distinguish our cruise products and
services, port destinations and exclusive islands, ships, and programs from those of our competitors. We own
or license the trademarks for the trade names of our cruise brands, each of which we believe is a widely-
recognized brand in the cruise industry, as well as our ship names and a wide variety of cruise products and
services, including our port destinations and exclusive islands.
XVI.
Insurance
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.
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
Strategic Report
13
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, for fiscal 2025, substantially all of Carnival Corporation’s income is exempt
from U.S. federal income and branch profit taxes.
Regulations under Section 883 list certain activities that the Internal Revenue Service does not consider to
be incidental to the international operation of ships and, therefore, the income attributable to such activities,
to the extent such income is U.S. sourced, does not qualify for the Section 883 exemption. Among the
activities identified as not incidental are income from the sale of air transportation, transfers, shore excursions
and pre- and post-cruise land packages to the extent earned from sources within the U.S.
2.
Exemption Under Applicable Income Tax Treaties
We believe that the U.S. sourced transportation income earned by Carnival plc and its subsidiaries qualifies
for exemption from U.S. federal income tax under applicable bilateral U.S. income tax treaties.
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.
14
b.
UK Income Tax
Cunard and P&O Cruises are divisions of Carnival plc and have elected to enter the UK tonnage tax regime
under a rolling eight-year term and, accordingly, reapply every year. Companies to which the tonnage tax
regime applies pay corporation taxes on shipping activities calculated by reference to the net tonnage of
qualifying ships. UK corporation tax is not chargeable under the normal UK tax rules on these brands’
relevant shipping income. Relevant shipping income includes income from the operation of qualifying
ships and from shipping related activities.
For a company to be eligible for the regime, it must be subject to UK corporation tax and, among other
matters, operate qualifying ships that are strategically and commercially managed in the UK. Companies
within the UK tonnage tax regime are also subject to a seafarer training requirement.
Our UK non-shipping activities that do not qualify under the UK tonnage tax regime remain subject to
normal UK corporation tax.
c.
Italian and German Income Tax
In December 2024, the European Commission formally approved the Italian tonnage tax rules for 10 years.
In 2025, AIDA and Costa elected to remain in the Italian tonnage tax regime through 2034. Companies to
which the tonnage tax regime applies pay corporation taxes on shipping activities calculated by reference
to the net tonnage of qualifying ships.
Our non-shipping activities that do not qualify under the Italian tonnage tax regime remain subject to
normal Italian corporation tax.
Substantially all of AIDA’s earnings are exempt from German income taxes by virtue of the Germany/Italy
income tax treaty.
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.
Carnival plc and its subsidiaries became subject to these rules beginning in fiscal 2025 and Carnival
Corporation and its subsidiaries will be subject to the rules beginning in fiscal 2026. Carnival plc and its
subsidiaries are eligible for the international shipping income exclusion based on their current structure.
Effective December 1, 2025, Carnival Corporation and certain of its subsidiaries aligned into a single tax
jurisdiction with Carnival plc. As a result, we do not believe the application of these rules will have a material
impact on our consolidated financial statements. We will continue to monitor the development of the
OECD’s rules and evaluate the impact on our business.
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 and Other 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.
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15
The primary regulatory bodies that establish maritime laws and requirements applicable to our ships
include:
•
The International Maritime Organization (“IMO”):
All of our ships, and the maritime industry as a
whole, are subject to the maritime safety, security and environmental regulations established by the
IMO, a specialized agency of the United Nations. The IMO’s principal sets of requirements are
mandated through its International Convention for the Safety of Life at Sea (“SOLAS”), its
International Convention for the Prevention of Pollution from Ships (“MARPOL”) and its
International Convention on Standards of Training, Certification and Watchkeeping for Seafarers
(“STCW”).
•
Flag States:
Our ships are registered, or flagged, in The Bahamas, Bermuda, Italy, the Netherlands,
Panama and the UK, which are also referred to as Flag States. Our ships are regulated by these Flag
States through international conventions that govern, among other things, health, environmental,
safety and security matters in relation to our guests, crew and ships. Representatives of each Flag State
conduct periodic inspections, surveys and audits to verify compliance with these requirements.
•
Ship classification societies:
Class certification is one of the necessary documents required for our
ships to be flagged in a specific country, obtain liability insurance and legally operate as passenger
cruise ships. Our ships are subject to periodic class surveys, including dry-dock inspections, by ship
classification societies to verify that our ships have been maintained in accordance with the rules of the
classification societies and that recommended repairs have been satisfactorily completed. Dry-dock
frequency is a statutory requirement mandated by SOLAS.
•
National, regional, and other authorities:
We are subject to the decrees, directives, regulations, and
requirements of Australia, Canada, the European Union (“EU”), New Zealand, the UK, the U.S.,
other countries, and many other authorities, including ports that our ships visit.
•
Port regulatory authorities (Port State Control):
Our ships are also subject to inspection by port
regulatory authorities, which are also referred to as Port State Control, in the various countries that
they visit. Such inspections include verification of compliance with the maritime safety, security,
environmental, customs, immigration, health and labor requirements applicable to each port, as
well as with regional, national and international requirements. Many countries have joined together
to form regional Port State Control authorities.
Our Boards of Directors have Health, Environment, Safety and Security (“HESS”) Committees, which
were comprised of five independent directors as of November 30, 2025. The principal function of the HESS
Committees is to assist the boards in fulfilling their responsibility to supervise and monitor our health,
environmental, safety, security and sustainability policies, programs and initiatives at sea and ashore and
compliance with related legal and regulatory requirements. The HESS Committees and our management
team review significant HESS relevant risks or exposures and associated mitigating actions.
We are committed to implementing appropriate measures to manage identified risks effectively. We have a
Chief Maritime Officer to oversee our global maritime operations, including maritime policy, maritime affairs,
maritime standards, training, shipbuilding, asset management, health operations, research and development
and global port operations. In addition, we have a Chief Risk and Compliance Officer who leads efforts
to promote and monitor a strong ethics and compliance culture throughout the company, including all areas
of HESS.
To help ensure that we are compliant with legal and regulatory requirements and that these areas of our
business operate in an efficient and effective manner, we have taken certain actions including, but not limited
to:
• Providing regular health, environmental, safety and security support, training, guidance and
information to guests, team members and others working on our behalf
• Performing regular shoreside and shipboard audits and taking appropriate action when deficiencies
are identified
• Developing, reviewing, and working to improve policies and procedures designed to prevent, detect,
respond and correct various regulatory and other violations
• Supporting a comprehensive HESS incident investigation program that is designed to prevent
re-occurrence, promote learning, and support continuous improvement
16
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
SOLAS requires implementation of the International Safety Management Code (“ISM Code”), which
provides an international standard for the safe management and operation of our ships and for pollution
prevention. All our ships are regularly audited by various national authorities, and we are required to maintain
the relevant ISM Code compliance certificates.
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
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 oils, chemicals, solvents and paints.
As a means of managing and improving our environmental performance and compliance, we adhere to
standards set by the International Organization for Standardization (“ISO”), an international standard-
setting body, which produces worldwide industrial and commercial standards. The environmental management
system of our company and ships is certified in accordance with ISO 14001, the environmental management
standard that was developed to help organizations manage the environmental impacts of their processes,
products and services.
i.
International Regulations
The principal international convention governing marine pollution prevention and response is MARPOL.
a.
Preventing and Minimizing Pollution
MARPOL contains requirements designed to prevent and minimize both accidental and operational
pollution by oil, sewage, garbage and air emissions and the provision of facilities at ports and terminals for
the reception of sewage and sets forth specific requirements related to vessel operations, equipment,
recordkeeping and reporting that are designed to prevent and minimize pollution. All our ships must carry
an International Oil Pollution Prevention Certificate, an International Sewage Pollution Prevention Certificate,
an International Air Pollution Prevention Certificate and a Garbage Management Plan. Administrative,
civil and criminal penalties may be assessed for violations. The ship’s Flag State issues these certificates, which
evidence their compliance with the MARPOL regulations regarding prevention of pollution by oil,
sewage, garbage and air emissions.
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MARPOL’s requirements for air emissions from vessels are designed to reduce emissions of sulfur oxides
(“SOx”), nitrogen oxides (“NOx”), particulate matter and greenhouse gases (“GHG”) emissions.
b.
Sulfur Emissions
The IMO has a global 0.5% sulfur cap for marine fuel. The options to comply with this sulfur cap include
the installation and use of Advanced Air Quality Systems, or the use of low sulfur or alternative fuels.
MARPOL further specifies requirements for Emission Control Areas (“ECAs”) with stricter limitations on
sulfur emissions content in these areas, requiring ships to use fuel with a sulfur content of no more than
0.1%, or to use alternative emission reduction methods, such as Advanced Air Quality Systems.
We have Advanced Air Quality Systems on most of our ships, which are aiding in compliance with the
applicable sulfur requirements. We use Advanced Air Quality Systems wherever possible subject to local
laws and regulations.
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 for reporting fuel oil consumption. In 2023, MARPOL
changes in support of the IMO’s GHG emission reduction goals went into effect and include an operational
measure called the Carbon Intensity Indicator (“CII”), an annual ship-level CO
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.
In April 2025, the IMO drafted the Net Zero Framework, a set of fuel standards and market-based
measures that could result in increased compliance-related costs, which may have a material impact on our
profitability. In October 2025, IMO member states voted to postpone the adoption discussions until late 2026.
The one-year postponement introduces additional uncertainty regarding its likelihood for adoption and its
final form.
d.
Ballast Water
Ballast water is water used to stabilize ships at sea and maintain safe operating conditions throughout a
voyage. The IMO’s Ballast Water Management Convention governs the discharge of ballast water from ships,
establishes ballast water management practices for environmental protection and requires the installation
of ballast water management systems for existing ships. The convention also sets requirements for ballast
water exchange, record keeping, and maintaining an approved Ballast Water Management Plan.
ii.
U.S. Federal and State Regulations
The Oil Pollution Act of 1990 (“OPA 90”) established a comprehensive federal liability regime, as well as
prevention and response requirements, relating to discharges of oil in U.S. waters. We are required to maintain
Certificates of Financial Responsibility (“COFR”) that demonstrate our financial responsibility up to the
liability limits set by OPA 90 and having oil spill response plans in place. It is possible, however, for our liability
limits to be broken, which could expose us to unlimited liability. Coastal states also impose liabilities and
requirements beyond those imposed under federal law. Some of these state laws impose unlimited liability for
oil spills and contain more stringent financial responsibility and contingency planning requirements. Most
coastal states have also enacted environmental regulations that impose strict liability for removal costs and
damages resulting from a discharge of oil or a release of a hazardous substance.
The U.S. Environmental Protection Agency (“EPA”) has the authority to regulate incidental discharges
from commercial vessels, including discharges of ballast water, bilge water, gray water, anti-fouling paints
18
and other substances during normal operations within the regulated waters. For our affected ships, the
incidental discharge requirements are set forth in EPA’s Vessel General Permit (“VGP”), which establishes
effluent limits for specific discharges incidental to the normal operation of a vessel. In addition to the
requirements associated with these discharges and more stringent vessel-specific requirements, the VGP
includes requirements for inspections, monitoring, reporting and record-keeping.
In 2018, the Vessel Incidental Discharge Act (“VIDA”) was signed into law and was intended to clarify and
streamline discharge requirements for the incidental discharges covered by the VGP and U.S. Coast Guard
(“USCG”) ballast water regulations. Until the USCG regulations are final, effective and enforceable,
vessels continue to be subject to the existing discharge requirements established in the VGP and the USCG’s
ballast water regulations, as well as any other applicable state and local government requirements.
There are a number of National Marine Sanctuaries and Marine National Monuments in force, some of
which are transited through by our ships. Each area is governed by site-specific requirements that prohibit
most discharges from ships.
The state of Alaska requires permitting for certain discharges from cruise ships in designated Alaskan
waters. Further, the state of Alaska requires that certain discharges be reported and monitored to verify
compliance with standards and repeat violators of the regulations could be prohibited from operating in
Alaskan waters. Environmental regimes in Alaska are more stringent than the U.S. federal requirements with
regard to discharges from vessels. The state of California also has environmental requirements significantly
more stringent than federal requirements for water discharges and air emissions.
iii.
EU, EU Member State and UK Regulations
The EU has adopted a broad range of substantial environmental measures aimed at improving the quality
of the environment and has directives on environmental liability and enforcement and a recommendation
providing for minimum criteria for environmental inspections.
The European Commission’s (“EC”) strategy is to reduce emissions from ships. The EC strategy seeks to
implement SOx Emission Control Areas set out in MARPOL.
The EC has also implemented regulations aimed at reducing GHG emissions from maritime shipping
through a Monitoring, Reporting and Verification regulation, which involves collecting emissions data from
ships over 5,000 gross tons to monitor and report GHG emissions on all voyages to, from and between
European Union ports.
The EU adopted a series of significant reforms as a part of its Fit for 55 package to meet its 2030 emissions
reduction goal. The main instruments for reducing emissions are the Emissions Trading System (“ETS”),
FuelEU Maritime regulation and the Energy Taxation Directive (“ETD”) as well as amendments to the
alternative fuels infrastructure and renewable energy directives.
The ETS regulates emissions through a “cap and trade”principle, where a cap is set on the total amount of
certain emissions that can be emitted. The maritime shipping sector became included in the scope of ETS in
2024, requiring ships to procure emission allowances covering 40% of their 2024 emissions inside EU
waters to surrender in 2025, 70% of 2025 emissions to be surrendered in 2026 and 100% of annual emissions
thereafter, to be surrendered in the following year. The cost of the EU ETS regulations in 2025 was
$91 million and it is expected to be approximately $170 million in 2026. In addition, the UK plans to
include domestic legs and port calls of ships engaged in international voyages under its national ETS
beginning in July 2026. We do not expect complying with the UK’s national ETS for domestic shipping to
have a material impact on our profitability in 2026.
The FuelEU Maritime regulation, which became effective in January 2025, is a framework designed to
reduce maritime emissions by increasing the use of sustainable alternative fuels and, for container and
passenger ships (including cruise ships), the use of shore power. The regulation requires compliance with
the maximum limits of GHG intensity of energy used on board. The stringency of these limits increases over
time, and there are financial penalties for non-compliance.
The ETD is a framework for the taxation of energy products and sets minimum rates of excise duty to
encourage a low carbon economy. Proposed amendments to the ETD will introduce new tax rates based on
the energy content and environmental impact rather than volume. If adopted, these amendments will also
widen the directive to include maritime fuels, which were previously exempt. To date, there is no timeline for
adoption of these amendments.
Strategic Report
19
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 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.
We are, or may in the future become, subject to other laws and regulations which require our compliance,
including those addressing antitrust, anti-money laundering, bribery, corruption, data privacy, human rights,
securities and sanctions, reporting on sustainability matters, as well as human resources related matters.
XIX.
Sustainability and Environmental Impact
Sustainability forms an important element of our business strategy. Our efforts to promote the safety and well-
being of our guests and crew, protect the environment, create opportunities for our workforce, build strong
relationships and support the communities we operate in and visit, reflect our core values and are key to our
long-term success.
In 2021, we established sustainability goals for 2030, building on the momentum of our successful
achievement of our 2020 sustainability goals. During 2024, we conducted a comprehensive review of our
2030 sustainability goals to align with our ongoing progress. This review resulted in strategic refinements to
our sustainability roadmap, including the revision of existing goals, establishment of new targets and
retirement of previously achieved goals. As part of the process, we also reorganized our sustainability focus
areas into two overarching themes, People and Planet. Our People focus areas include — Well-Being,
Inclusion and Belonging and Sustainable Tourism. Our Planet focus areas include — Climate Action,
Circular Economy and Biodiversity and Conservation.
20
Sustainability Goals Progress
The tables below represent our progress through November 30, 2025:
PLANET
2030 Climate Action Goals
Status (a)
Our Progress
Achieve 20% GHG intensity reduction
relative to our 2019 baseline measured in
both grams of CO
2
e per ALB-km and
kilograms of CO
2
e per ALBD by 2026
Achieved
one year
ahead of
schedule
• Achieved over 20% GHG intensity
reduction on an ALB-km basis relative to
2019 and 40% relative to 2008
• Achieved 21% GHG intensity reduction
on an ALBD basis relative to 2019 and
44% relative to 2008
Achieved a 64% fleet shore power
connection capability in 2023 and
established an interim goal to achieve 75%
by 2028 and 80% by 2030
On Track
74% of the fleet has shore power connection
capability in 2025, up from 70% in 2024
Expand number of liquefied natural gas
(“LNG”) ships to >25% fleet capacity
beyond 2030 to 2033
On Track
11 LNG ships in operation, representing
21% of fleet capacity in 2025, and seven
more on order through 2033
Expand battery and biofuel capabilities
Ongoing
Successfully continued to use biofuel as a
replacement for fossil fuel on 8 ships since
2022
Continue to measure Scope 3 emissions
Ongoing
We continue to measure and disclose our
Scope 3 emissions
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
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
Achieved our 2025 interim goal one year
ahead of schedule in 2024 and reached over
47% food waste reduction in 2025 relative to
our 2019 baseline
Increase Advanced Waste Water Treatment
System fleet coverage to >80% by 2030
On Track
Achieved 74% fleet capacity coverage,
representing 73% of our ships
Improve water use efficiency by
increasing percentage of water produced by
seawater to 90% by 2030
On Track
Achieved 89% water produced from
seawater in 2025
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)
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
Strategic Report
21
2030 Biodiversity and Conservation Goals
Status (a)
Our Progress
Support biodiversity and conservation
initiatives through select Non-Governmental
Organizations (“NGO”) partnerships
Ongoing
Continued to engage with several NGOs on
potential partnership opportunities
Conduct audits and monitor animal
encounter excursions regularly
Ongoing
Continued with audit and monitoring
program
Continue to support reforestation efforts at
the ports we own and operate by planting
trees annually
Ongoing
• Planted over 5,000 red mangrove tree
seedlings in Celebration Key — Grand
Bahamas
• Planted 250 native trees and an additional
12 trees in Madeira, Portugal
• Planted 99 mahogany tree saplings across
communities in Honduras
Continue to support community beach
cleanups globally
Ongoing
Participated in 87 cleanups globally across
23 countries
PEOPLE
2030 Well-Being, Inclusion and Belonging
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
On Track
Achieved a 81% 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
On Track
Achieved an employee NPS equivalent to
‘Great’ on the annual culture survey
Enhance mental health offerings across ship
and shore
Ongoing
• Continued to support crew mental health
through virtual meditation sessions
focused on mindfulness and stress
management sessions
• Implemented wellness fairs featuring
interactive fitness, mindfulness, and health
workshops to support mental and physical
well-being
• 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
Continue to invest in programs focused on
breaking down barriers for female shipboard
representation across all ranks and
departments for women officers seeking a
career at sea where they can grow and excel
Ongoing
Our brands support various initiatives to
promote female shipboard representation
22
2030 Sustainable Tourism Goals
Status (a)
Our Progress
• Achieve 100% cage free eggs by the end of
2030
• Achieve 100% responsible chicken
sourcing by the end of 2030
• Achieve 100% gestation crate-free pork by
the end of 2030
(To address market challenges that impact
supply availability, we extended our 2025
targets to 2030 to ensure continued progress
in the coming years.)
On Track
Continued to work with our supply chain
for fiscal year 2025; sourced 92% cage free
eggs, 40% responsible chicken, and 88%
gestation crate-free pork purchases
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
6,000 hours and involving over 2,500
employees
Continue to support disaster resilience,
relief, and recovery efforts
Ongoing
• Supported Hurricane relief and recovery
efforts following Hurricane Melissa’s
impact on Jamaica. In partnership with
the Miami HEAT and the Micky &
Madeleine Arison Family Foundation, we
made a $1 million donation to Direct
Relief
• Supported California wildfire relief efforts
by donating to World Central Kitchen
Continuing to support the communities we
visit through our donation programs for
food surplus and ship in-kind donations
Ongoing
We continued to support the communities
we visit through our various programs by
donating over 20,000 meals, over 45,000
food items and over 55,000 assorted items
from our in-kind donation program
(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.
We have a decarbonization strategy focused on three distinct areas:
• Operational efficiency: designing, planning and refining itineraries and navigational procedures to
maximize fuel efficiency and minimize emissions while also investing in fleet energy efficiency
improvements, such as Power Saver Packs, air lubrication systems and shore power capabilities
• 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
• Fleet optimization: delivering larger, more efficient ships as part of our ongoing newbuild program,
some of which may replace existing ships in our fleet
Refer to Note 2 — “Material Accounting Policies”for additional information on how climate change has
been considered in our financial statements.
We are working to further reduce our absolute GHG emissions. We reduced our absolute GHG emissions
from ship fuel by approximately 15% as compared to our peak year of 2011 despite capacity growth of nearly
38% over the same period. Additionally, we are pursuing our aspiration of net zero emissions from ship
operations by 2050, aligned with the IMO Strategy. Achieving this goal will require energy sources and
technologies that do not yet exist at scale. While fossil fuels are currently the only scalable and commercially
viable option for our industry, we are closely monitoring technology developments and pioneering
important sustainability initiatives in the cruise industry. We have leveraged third-party studies and partnered
with companies and other organizations to help identify and scale new technologies. For example, we
implemented maritime scale battery technology and are working with classification societies and other
Strategic Report
23
stakeholders to assess lower GHG emission fuel options for cruise ships and assessing carbon capture and
storage technologies. We have successfully used biofuel as a replacement for fossil fuel on 8 ships since 2022.
The certified biofuels used offer environmental benefits compared to using fossil fuels alone through their
lifecycle GHG reductions. These biofuels can be used in existing ship engines without modifications to the
engine or fuel infrastructure, including on ships already in service.
To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the
maritime industry; however, there are significant supply and cost challenges that must be resolved before
viability is reached. Without clarity on low and zero carbon fuel availability, we are not currently able to make
absolute emissions reduction commitments along a prescribed timeline. In our view, a commitment to
achieve an absolute greenhouse gas emission reduction pathway without a clear understanding of how this
will be achieved is not aligned with our approach to goal setting. While we continue to pursue our aspiration
of net zero emissions from ship operations, our defined goals and targets are set based on feasible, achievable,
and available pathways based on existing and emerging technologies, available fuel alternatives and proven
infrastructure.
We continue to implement Power Saver Packs, a comprehensive set of technology upgrades, being rolled out
over the next several years across a portion of the fleet. Upon completion, these upgrades are expected to
deliver approximately 5% fuel savings per ship, on top of additional energy savings. These upgrades are the
main part of our ongoing energy efficiency investment program and include the following elements:
• 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
We have 14 Air Lubrication Systems (“ALS”) operating in our fleet as of November 30, 2025 and have
additional installations in progress and planned for the future. ALS covers 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 generates approximately 5% savings in propulsive fuel consumption and
reductions in GHG emissions on ALS equipped ships when operating in a specific speed range.
We have 11 LNG powered cruise ships in operation as of November 30, 2025, which represent 21% of our
fleet capacity and seven 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 designed to run on LNG also provides flexibility and future optionality. LNG engines are dual-
fuel engines, capable of operating on marine gasoil 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. 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, which we also pioneered. Shore power enables our ships to use
24
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. 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.
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 and www.carnivalplc.com.
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 2025 direct GHG emissions, which are largely generated from our ships,
represented over 99% of our total Scope 1 and 2 emissions.
Unit
Global
Emissions
2025 (a)
Global
Emissions
2024
Global
Emissions
2023
UK
Emissions
2025
UK
Emissions
2024
UK
Emissions
2023
GHG Emissions
(in thousands)
Scope 1 – Direct
.........
Metric Tons
CO
2
e
9,263
9,680
9,610
1,214
1,228
1,179
Scope 2 – Indirect – Location
based
.................
Metric Tons
CO
2
e
34
34
38
1
1
1
Total GHG Emissions
(Scope 1&2) – Location
based
.................
Metric Tons
CO
2
e
9,297
9,714
9,648
1,215
1,228
1,180
Energy Consumption
(in millions)
Scope 1
...............
Kwh
32,616
34,195
34,961
4,283
4,340
4,383
Scope 2
...............
Kwh
127
120
107
8
4
4
Total Energy Consumption
(Scope 1&2)
............
Kwh
32,743
34,315
35,068
4,291
4,344
4,387
Intensity Ratio
...........
Grams of
CO
2
e/
ALB-Km
195
203
211
208
214
217
Intensity Ratio
...........
Kilograms of
CO
2
e/ALBD
94
100
103
98
102
106
(a)
Our 2025 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.
Strategic Report
25
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, 2024 to May 31, 2025, 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
2025/2024
2024/2023
Total Scope 3 GHG emissions
................
MT CO
2
e
7,882
8,671
Cat. 1 Purchased goods and services
............
MT CO
2
e
4,157
4,257
Cat. 2 Capital goods
.......................
MT CO
2
e
407
1,049
Cat. 3 Fuel- and energy-related activities
.........
MT CO
2
e
2,093
2,128
Cat. 4 Upstream transportation and distribution
....
MT CO
2
e
97
112
Cat. 5 Waste generated in operations
............
MT CO
2
e
140
135
Cat. 6 Business travel
.......................
MT CO
2
e
37
39
Cat. 7 Employee commuting
..................
MT CO
2
e
721
728
Cat. 8 Upstream leased assets
.................
MT CO
2
e
N/A
N/A
Cat. 9 Downstream transportation and distribution . .
MT CO
2
e
N/A
N/A
Cat. 10 Processing of sold products
.............
MT CO
2
e
N/A
N/A
Cat. 11 Use of sold products
.................
MT CO
2
e
209
198
Cat. 12 End-of-life treatment of sold products
......
MT CO
2
e
N/A
N/A
Cat. 13 Downstream leased assets
..............
MT CO
2
e
N/A
N/A
Cat. 14 Franchises
.........................
MT CO
2
e
N/A
N/A
Cat. 15 Investments
........................
MT CO
2
e
21
24
(a)
Our Scope 3 emissions were calculated using the 12-month periods from June 1, 2023 – May 31, 2024
and June 1, 2024 – May 31, 2025.
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 over
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 number as per above table) 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
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.
26
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
2025
2024
2023
Water Consumption
...............................
Metric Tons
25,893
25,828
23,907
Wastewater
.....................................
Metric Tons
24,917
25,385
23,687
Waste Disposal
..................................
Metric Tons
295
289
284
Percent of Waste Recycled (a)
........................
Percent
28.1%
29.7%
29.0%
(a)
Refers to waste materials that have been segregated onboard with the intention of being recycled
ashore.
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 & Risk Management
b) Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial planning.
c) Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower
scenario.
Risk Management
a) Describe the organisation’s
processes for identifying and
assessing climate-related risks.
Strategy & Risk Management
b) Describe the organisation’s
processes for managing climate-
related risks.
c) Describe how processes for
identifying, assessing, and
managing climate-related risks
are integrated into the
organisation’s overall risk
management.
Strategic Report
27
TCFD Pillar
Recommended disclosures
Section Reference
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 CEO 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 CEO 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 CEO 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 29).
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, who in turn,
reports to the Boards of Directors. As of November 30, 2025, the SRE Committee was comprised of the
following:
• Josh Weinstein — Chief Executive Officer
• David Bernstein — Chief Financial Officer and Chief Accounting Officer (Chair of SRE Committee)
• Lars Ljoen — Chief Maritime Officer
• Richard Brilliant — Chief Risk and Compliance Officer
The primary responsibility of the SRE Committee is to assist the CEO 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
• 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 energy efficiency projects)
• Monitoring progress against our 2030 Climate Action Goals
• Reviewing and approving the climate risk management framework
• Reviewing and approving the SRE Committee charter
28
The SRE Committee meets at least once a quarter. Four SRE Committee meetings were held relating to the
year ended November 30, 2025. 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 our 2025 qualitative scenario analysis
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
Applied internal risk assessment to
support committees in their respective
climate-related oversight functions
Direct connectivity to the
Boards and CEO; lead integration of
climate into key business functions
Support integration of climate-related
oversight and management into
key functions
Audit
Nominating &
Governance
Strategic Risk Evaluation Committee (SRE)
Executive Management
Management
Climate Risk Owners
CEO
Management
Boards
Climate-Related Function
Strategy & Risk Management
Identifying and assessing climate risks and opportunities
Our organization has established an ongoing process for managing climate-related risks and opportunities.
This process is iterative and evolves as we gain new insights and face emerging challenges. In 2022, we
undertook an exercise to identify potential climate-related risks and opportunities. This involved gathering
input from key stakeholders and a cross-section of management across the organization. During these sessions,
participants qualitatively assessed the impact and likelihood of each risk and opportunity culminating in a
prioritization exercise and resulting in a refined list of identified climate-related risks and opportunities for
our organization. The SRE Committee reviews the selected risks and opportunities quarterly, considering
whether certain risks may no longer require monitoring or if new risks should be identified.
In 2025, we conducted a comprehensive review of our climate-related risks and opportunities, confirming
that the existing list continues to reflect areas of relevance for our organization. To enhance the clarity and
strategic focus of our disclosures, we have refined our assessment approach to prioritize risks and opportunities
with the highest unmitigated impact and likelihood ratings. This shift allows us to focus on factors most
likely to influence our resilience, decision-making, and long-term value. Items outside this threshold are
retained on a monitoring list and will be reviewed periodically to ensure our oversight remains dynamic and
responsive.
Managing Climate Risks and Integration into the Overall Risk Management Framework
Each climate risk has been assigned an owner who has responsibility for the day-to-day evaluation and
management of the risk. 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. This includes monitoring existing and emerging regulations. For more information, see
section XVIII. Governmental and Other Regulations on pages 15 to 20.
Additionally, a premium for lowering our GHG emissions, ranging between $160 and $200 per metric ton
depending on the type of fuel, is added to the cost of fuel for our long-term capital planning process. We are
Strategic Report
29
also ensuring that our brands design more energy efficient itineraries. This integration ensures that climate
factors are embedded into capital allocation, investment decisions, and long-term planning.
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. Within our risk management 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.
Climate-related scenario analysis
We complete scenario analysis 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. The results
guide our strategic planning, risk management, and target setting, enabling us to evaluate resilience under
different climate futures.
In 2022, we performed qualitative scenario analysis for all our climate risks and opportunities. Additionally,
we conducted further quantitative analysis on three risks and two opportunities. These were evaluated
using our quantitative feasibility matrix assessment to determine which risks were best suited for
quantification. The selection was primarily driven by the anticipated usefulness of insights from conducting
quantitative analysis for business planning. Supplementary considerations included data availability. The
results of our 2022 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).
In 2025, we updated our qualitative scenario analysis to assess four climate-related risks, selected based on
updated information since 2022. This includes three transition risks reflecting shifts in policy and regulation
and one physical risk relating to extreme weather events resulting from evidence that global temperatures
have exceeded certain IPCC AR6 projections.
The climate scenarios used as part of our analysis are outlined below. We limited our qualitative analysis to
the first two scenarios to focus on contrasting strategic narratives with clear policy and environmental
implications, while reserving the third, more extreme emissions scenario for quantitative modelling given its
technical nature and data intensity.
Warming
Trajectory
Climate scenarios
Rationale between climate scenario
analysis selection
2022 & 2025
Qualitative
Scenario
Analysis
2022
Quantitative
Scenario
Analysis
1.5 degrees
Celsius
SSP1 / RCP 1.9
This scenario models a rapid global shift
to low-emission technologies and policies
aligned with the Paris Agreement to limit
warming to 1.5°C. We chose it to explore
a net-zero pathway that supports our
Climate Action Goals and future
resilience.
2.8 degrees
Celsius
SSP3 / RCP7.0
This scenario reflects a fragmented,
high-emissions world with weak
environmental action and limited global
cooperation. We included it to understand
the risks and constraints we may face if
the Paris Agreement goals are not met.
4 degrees
Celsius
SSP5 / RCP 8.5
This scenario projects fossil-fuel-driven
growth leading to the highest future
emissions and severe climate risks. We
included it to evaluate the potential
impact of extreme physical climate
outcomes.
N/A
30
Since the initial scenario analysis in 2022, the perceived timeframes which climate-related risks and
opportunities may materialize have evolved. The original analysis considered time horizons as follows:
• 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
In the updated 2025 qualitative assessment, these horizons were extended to reflect a reassessment of when
key climate-related impacts are likely to occur, enabling a more forward-looking and relevant evaluation of
resilience under various climate scenarios.
The revised time horizons are:
• Present – 2030 (short-term): consistent with our internal forecasting and existing sustainability goals
• 2031 – 2040 (medium-term): aligns with the time horizon for our transitional risks
• 2041 – 2050 (long-term) — reflecting the IMO’s 2050 targets
Climate-related Risks and Opportunities
Insights from our analysis and resilience evaluation
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.
1.5°C Scenario
:
Under this scenario, transition risks identified are material and our resilience is dependent on our ability to
effectively adopt low GHG emission technologies. 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, with impacts expected to be felt
in the short to medium term. 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.
2.8°C Scenario
:
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, with
impacts expected in the short term and increasing in the medium to long term. 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.
4°C Scenario
:
Akin to the 2.8°C Scenario, business resilience 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 areas,
with impacts expected in the medium term and likely to increase over the long term. 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.
Strategic Report
31
Climate-related risks identified through the 2022 and 2025 scenario analysis
TCFD Category
Risk Summary
Potential Impact
Time Horizon
Markets and
products /
Shifting
Markets (1)
Cruising no
longer aligns to
consumers’
climate values
Evolving views among consumers globally about
the impact of GHG and other emissions on the
environment may lead to changes in consumer
preferences. 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. This, amongst other factors, may have a
material impact on our operations and financial
results. See Compliance and Regulatory Risk
Factor “b” on page 57 for further discussion and
mitigating actions.
Our 2022 quantitative scenario analysis identified
this presents a high potential financial impact over
the medium to long term under a 1.5 degree
scenario.
Medium Term
Reduced
availability and
access to fuel*
We have been and may continue to be impacted by
economic, market and political conditions around
the world, regulatory requirements including
emissions-related regulations, supply disruptions
and related infrastructure needs, which make it
difficult to predict the future price and availability
of fuel. See Operational Risk Factor “g” on
page 53 for further discussion and mitigating
actions.
Our 2022 quantitative scenario analysis identified
this presents a high potential financial impact over
the medium to long term under a 1.5 degree
scenario and over the short to medium term under
a 2.8 degree scenario.
Medium Term
32
TCFD Category
Risk Summary
Potential Impact
Time Horizon
Policy and
Legal (1)
Increased costs
driven by
climate-related
regulations*
Concerns and regulatory focus on sustainability
and the impact of GHG and other emissions on
the environment in many parts of the world have
impacted us and may in the future have material
impacts on our business and operating results.
Refer to XVIII. Governmental and Other
Regulations on pages 15 to 20 for additional
discussion of recent developments related to
Maritime Regulations, Greenhouse Gas Emissions
and EU Regulations and Compliance and
Regulatory Risk Factor “b”on page 57 for further
discussion and mitigating actions.
Our 2022 quantitative scenario analysis identified
this presents a high potential financial impact over
the medium to long term under a 1.5 degree
scenario and over the short to medium term under
a 2.8 degree scenario.
Medium Term
Risk is that
cruising (as a
carbon-intensive
industry) is
severely
restricted or
subject to bans
Concerns and regulatory focus on sustainability
and the impact of GHG and other emissions on
the environment in many parts of the world have
impacted us and may in the future have material
impacts on our business and operating results. In
addition, regulatory developments may restrict or
limit our access to certain destinations and/or
countries or impact our freedom to operate. Refer
to XVIII. Governmental and Other Regulations
on pages 15 to 20 for additional discussion of
recent developments related to Maritime
Regulations, Greenhouse Gas Emissions and EU
Regulations and Compliance and Regulatory Risk
Factor “b” on page 57 for further discussion and
mitigating actions.
Medium Term
Reputation (1)
Increased
demand for
reducing
carbon-intensive
practices
Evolving views among consumers globally about
the impact of GHG and other emissions on the
environment may lead to changes in consumer
preferences. 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. This, amongst other factors, may have a
material impact on our operations and financial
results. See Compliance and Regulatory Risk
Factor “b” on page 57 for further discussion and
mitigating actions.
Medium Term
Strategic Report
33
TCFD Category
Risk Summary
Potential Impact
Time Horizon
Technology (1)
Lack of viable
low carbon
technology to
replace fossil
fuels
Concerns and regulatory focus on sustainability
and the impact of GHG and other emissions on
the environment 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.
We are pursuing our aspiration of net zero
emissions from ship operations by 2050; however,
achieving this goal will require energy sources and
technologies that do not yet exist at scale. See XIX.
Sustainability and Environmental Impact on
pages 20 to 27 for additional information and
Compliance and Regulatory Risk Factor “b” on
page 57 for further discussion and mitigating
actions.
In our 2025 qualitative scenario analysis, we
identified no change to this risk, indicating a
constant risk despite global regulatory
advancements.
Medium Term
Physical
Extreme weather
events and
long-term
climate shifts
may disrupt
operations,
damage assets,
and reduce
itinerary
flexibility
Our operations face increasing exposure to acute
and chronic weather events, which may lead to
higher costs associated with asset protection and
operational adjustments. Extreme weather
conditions could disrupt supplier access and port
infrastructure, potentially delaying services and
requiring itinerary changes. Any of these events
could have a material impact to our business and
profitability. See Operational Risk Factor “c”on
page 50 for further discussion and mitigating
actions.
In our 2025 qualitative scenario analysis, we
identified the likelihood of more frequent and
intense extreme weather events has increased since
our 2022 analysis. The increase in exposure to
acute weather events is expected over the short-
term time horizon under a >3°C scenario. We have
reviewed our mitigating actions and believe the
appropriate measures are in place to manage this
risk effectively.
Short Term
(1)
Transition Risks
*
Due to the similar nature of these risks, we combined these risks for the 2022 quantitative analysis
34
Climate-related opportunities identified through the 2022 and 2025 qualitative scenario analysis
TCFD
opportunity
categories
Opportunity summary
Potential Outcome
Realization time
horizon
Technology
Support the adaptation of
sustainable technological
advances for the cruise industry
This opportunity relates to the
technology risk outlined above.
Medium Term
Market Access
Access to new financing
options available for
organizations working on a
low-GHG emission future
See XIX. Sustainability and
Environmental Impact on
pages 20 to 27 for additional
information.
Short-Medium
Term
Metrics and Targets
Our most material quantified risks are the transition risks
.
We have five 2030 Climate Action Goals which
address these risks and opportunities. Please see XIX. Sustainability and Environmental Impact on pages 20
to 23 for an update on progress against these goals and the associated metrics.
• Achieve 20% GHG intensity reduction relative to our 2019 baseline measured in both grams of
CO
2
e per ALB-km and kilograms of CO
2
e per ALBD by 2026
• Achieve 75% fleet short power connection capability by 2028, 80% by 2030
• Expand LNG ships to >25% fleet capacity beyond 2030 to 2033
• Expand battery and biofuel capabilities
• Continue to measure Scope 3 emissions
To demonstrate our commitment to achieving our Climate Action Goals, our executive compensation
targets are linked to our progress toward achieving certain of our 2030 Sustainability Goals. Refer to Carnival
plc Directors’Remuneration Report on pages 60 to 62 and pages 64 to 65 for further details.
We have not set specific metrics and targets in relation to physical climate risks based on current mitigating
actions in place. We will continue to monitor developments in this area and will define appropriate metrics
and targets should the risk profile change or increase in significance.
Our direct (Scope 1), indirect (Scope 2) and indirect value chain (Scope 3) GHG emissions are quantified
and reported. Our Scope 1, Scope 2 and Scope 3 emissions can be found in XIX. Sustainability, and
Environmental Impact on pages 25 to 26.
D.
Website Access to Carnival Corporation & plc SEC Reports.
We use our websites for the distribution of company information. Our Form 10-K, Carnival plc Annual
Report, joint Quarterly Reports on Form 10-Q, joint Current Reports on Form 8-K, joint Proxy Statement
related to our annual shareholders meeting, Section 16 filings and all amendments to those reports are
available free of charge at www.carnivalcorp.com and www.carnivalplc.com and on the SEC’s website at
www.sec.gov as soon as reasonably practicable after we have electronically filed or furnished these reports
with the SEC. In addition, you may automatically receive email alerts and other information when you enroll
your email address by visiting the Investor Services section of our websites. The content of any website
referred to in this document is not incorporated by reference into this document.
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,
shipbuilding, ship reviews, etc. All other references to third-party information are publicly available at
nominal or no cost. We use the most currently available industry and market data to support statements as
to our market positions. Although we believe that the industry publications and third-party sources are reliable,
we have not independently verified any of the data. Similarly, while we believe our internal estimates with
Strategic Report
35
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.
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 risk-based
controls to protect against evolving threats.
We maintain an incident response plan and related policies and protocols which outline procedures for
identifying, reporting and responding to cybersecurity incidents. Our incident response plan is regularly
updated to address new threats and tested through crisis simulation exercises involving our shipboard and
shoreside employees. We also have an incident response team who is trained to handle a wide range of security
events and collaborates with external cybersecurity experts when necessary.
We have data privacy and security standards across the company that are designed to comply with relevant
regulations, including the General Data Protection Regulation (“GDPR”), the California Consumer Privacy
Act (“CCPA”) and PCI DSS. We employ encryption, access controls, and other data anonymization
techniques to safeguard data throughout its lifecycle.
We also have data privacy and cybersecurity focused training for our shoreside and select shipboard team
members. We regularly educate our shoreside and shipboard team members about the importance of handling
and protecting guest and team member data, including phishing simulation exercises and annual privacy
and security training to enhance awareness of how to detect and respond to cybersecurity threats.
Our cybersecurity diligence extends to third-party vendors and partners. We have operationalized processes
that seek to identify and manage cybersecurity risks from our service providers, including those who have
access to our guest or team member data or direct access to our network, systems and applications, with the
goal of minimizing our exposure to third party risks. In addition, cybersecurity and data privacy
considerations factor greatly in the sourcing, selection and oversight of our third-party service providers.
We generally require third-party service providers that access or host our data, systems, or applications or
could otherwise introduce cybersecurity risk to us, to complete additional risk assessments, comply with our
security and privacy requirements, and agree to the timely reporting of cyber security incidents to us.
As of November 30, 2025, we are not aware of any risks from cybersecurity threats that have materially
affected or are reasonably likely to materially affect our business strategy, results of our operations, or
financial condition. Despite our efforts with respect to protecting information technology operations and
strengthening our cybersecurity and data privacy positions, we have been, and may continue to be, impacted
by breaches in data security and lapses in data privacy, which occur from time to time. In the last three
fiscal years, we have not experienced any material cybersecurity incidents and the expenses incurred in
connection with cybersecurity incidents were not material. For additional information on the risks from
cybersecurity threats and the potential related impacts on the company, refer to Operational Risk Factor “e”.
36
Governance
Our Global Chief Information Security Officer (“CISO”) leads our worldwide efforts in cybersecurity risk
reduction and regulatory compliance. Our CISO oversees risk management across information technology
operations, cybersecurity and data privacy. With over 20 years of experience across various industries,
including Fortune 50 and 100 organizations, our CISO brings a comprehensive background in strategic
cybersecurity leadership and risk management. This expertise is further supported by an array of certifications
(C-CISO, CISSP, CISM, CRISC, CISA, and CIPT), as well as academic credentials, including a Master’s
in Information Systems from Harvard University and a Bachelor’s in Business Administration from Florida
International University. Our CISO regularly updates executive management and actively engages within
the cybersecurity community to stay informed on the latest industry developments.
Our CISO chairs our Cybersecurity Advisory Council (“CAC”), a cross-functional management committee
that drives awareness, ownership and alignment across broad governance and risk stakeholder groups for
effective cybersecurity risk management. The CAC is sponsored by our Chief Financial Officer and is
composed of senior leaders from our brand information security, data privacy, legal, internal audit and
information technology teams. The CAC meets at least quarterly and has responsibility for oversight of our
cybersecurity strategic direction, risks and threats, priorities, resource allocation, capabilities and planning.
The CISO and her team are informed about and monitor the prevention, detection, mitigation and remediation
of cybersecurity incidents in accordance with our cyber incident response plan. Additionally, the CISO
informs our Disclosure Committee on a quarterly basis, or more frequently if needed, of any cybersecurity
risks or incidents or other information system matters that may affect our business strategy, results of
operations or financial condition.
Our Chief Privacy Officer and Data Protection Officers oversee our focus on the proper processing of
personal information in alignment with our privacy policy and applicable privacy laws and regulations.
The Audit Committees are responsible for oversight of our risk management with respect to information
technology operations and cybersecurity while the Compliance Committees oversee risk management in the
area of data privacy and the HESS Committees oversee risk management related to our maritime
operational technologies. The Audit Committees receive updates from the CISO on our information
technology operations, including cybersecurity developments and risks, three times a year, and our Board of
Directors receive updates from the CISO on an annual basis.
G.
Properties.
Our headquarters and principal shoreside operations are located in owned/leased office buildings in Miami,
Florida and in Southampton, England. We also own and/or lease a number of other offices across the
U.S., Continental Europe and other locations throughout the world to support our brand operations globally.
In 2025, we purchased a site to build and relocate our Miami, Florida headquarters.
Information about our cruise ships, including the number each of our cruise brands operate, as well as
information regarding our cruise ships under construction may be found under Part I, Item 1. Business. C.
“Our Global Cruise Business.”In addition, we own, lease or have controlling interests in port destinations,
exclusive islands, hotels, and lodges.
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 23 — “Contingencies”and are
incorporated by reference into this Strategic Report.
On June 20, 2022, Princess Cruises notified the Australian Maritime Safety Authorization (“AMSA”) and
the flag state, Bermuda, regarding approximately six cubic meters of comminuted food waste (liquid
biodigester effluent) inadvertently released by
Coral Princess
inside the Great Barrier Reef Marine Park. On
May 31, 2023, we received a summons from the Australia Federal Prosecution Service indicating that
formal charges would be pursued against Princess Cruises and the Captain of the vessel. On November 17,
2025, Princess Cruises entered a guilty plea, and the charges against the Captain were accordingly dismissed.
The Magistrates Court of Queensland imposed an immaterial fine against Princess Cruises. This matter is
now concluded.
On February 5, 2024, P&O Cruises (Australia) notified the AMSA and the UK Marine Accident
Investigation Branch that a small amount of oil may have inadvertently contaminated grey water which was
Strategic Report
37
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, 2026. Titles listed relate to positions within Carnival Corporation and Carnival plc unless
otherwise noted.
Age
Years of
Service
Title
Micky Arison
76
54
Chair of the Boards of Directors
David Bernstein
68
27
Chief Financial Officer and Chief Accounting Officer
Bettina Deynes
53
7
Global Chief Human Resources Officer
Lars Ljoen
56
10
Chief Maritime Officer
Enrique Miguez
61
28
General Counsel
Josh Weinstein
51
23
Chief Executive Officer
Business Experience of Executive Officers
Micky Arison has been Chair of the Boards of Directors since 1990 and a Director since 1987. He was
Chief Executive Officer from 1979 to 2013.
David Bernstein has been Chief Financial Officer since 2007 and Chief Accounting Officer since 2016.
Bettina Deynes has been Global Chief Human Resources Officer since 2022 and she was Chief Human
Resources Officer of Carnival Cruise Line from 2019 to 2022.
Lars Ljoen has been Chief Maritime Officer since February 2025. He was Chief Operations Officer for
Carnival Cruise Line from 2022 to January 2025 and Executive Vice President, Maritime of Carnival Cruise
Line from 2018 to 2022.
Enrique Miguez has been General Counsel since 2021. He was Vice President and Deputy General Counsel
from 2003 to 2021.
Josh Weinstein has been Chief Executive Officer since 2022. He was Chief Operations Officer from 2020 to
2022, President of Carnival UK from 2017 to 2022 and Treasurer from 2007 to 2017.
Corporate Governance
Our Code of Business Conduct and Ethics applies to all our team members and our Boards of Directors
and states our commitment to conduct business ethically, among other things, without the influence of bribes
or acts of corruption. We are committed to complying with the laws prohibiting bribery and other corrupt
practices that apply everywhere we operate. Additionally, we provide trainings on anti-corruption laws and
regulations and how to identify bribery to our team members. This Code of Business Conduct and Ethics
is posted on our website, which is located at www.carnivalcorp.com and www.carnivalplc.com. We intend to
satisfy the disclosure requirements regarding any amendments to, or waivers from, provisions of this
Code of Business Conduct and Ethics by posting such information on our website, at the addresses specified
above. Refer to Annex C — Carnival plc Corporate Governance Report of the Proxy Statement on
page C-1.
J.
Dividends.
We did not pay or declare dividends on Carnival Corporation common stock or Carnival plc ordinary
shares for the year ended November 30, 2025.
In December 2025, the Boards of Directors approved the reinstatement of the company’s quarterly
dividend and declared an initial $0.15 per share dividend with a record date of February 13, 2026 and a
payment date of February 27, 2026.
38
Holders of Carnival Corporation common stock and Carnival plc ADSs will receive the dividend payable in
U.S. dollars. The dividend for Carnival plc ordinary shares will be payable in U.S. dollars or sterling. In
the absence of instructions or elections to the contrary, holders of Carnival plc ordinary shares will
automatically receive the dividend in sterling.
Dividends payable in sterling will be converted from U.S. dollars at the exchange rate quoted by Bloomberg
(BFIX) in London at 12 noon on February 17, 2026. Holders of Carnival plc ordinary shares wishing to
receive their dividend in U.S. dollars or participate in the Carnival plc Dividend Reinvestment Plan must elect
to do so by February 13, 2026.
K.
Repurchase Authorizations.
I.
Carnival plc Shareholder Approvals.
Annual shareholder approval is required for Carnival plc to buy back its ordinary shares. Carnival plc did
not renew its authority to buy back shares at the 2025 Annual General Meeting.
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, 2025 and 2024.
Known Trends and Uncertainties
We believe changes in the cost of fuel, fluctuations in foreign currency exchange rates and new and evolving
regulatory requirements related to the reduction of GHG emissions are reasonably likely to impact our
profitability in both the short and long-term. We became subject to the EU Emissions Trading System
(“ETS”) on January 1, 2024, which includes a three-year phase-in period. The impact of this regulation in
2025 and 2024 was $91 million and $46 million, which represented costs associated with 70% and 40% of
emissions under the ETS operational scope. In 2026, all in scope emissions will be impacted. Refer to
XVIII. Governmental and Other Regulations.
Results of Operations
We have historically earned substantially all of our cruise revenues from the following:
• Sales of passenger cruise tickets and, in some cases, the sale of air and other transportation to and from
airports near our ships’ home ports and cancellation fees. The cruise ticket price typically includes the
following:
• Accommodations
• Most meals, including snacks at numerous venues
• Access to onboard amenities such as swimming pools, water slides, water parks, whirlpools, a health
club and sun decks
• Entertainment, such as theatrical and comedy shows, live music and nightclubs
• Visits to multiple ports, including our portfolio of owned or operated ports and destinations
• Childcare and supervised youth programs
• Sales of onboard goods and services not included in the cruise ticket price. This generally includes the
following:
• Beverage sales
• Internet and communication services
• Casino gaming
• Full-service spas
• Shore excursions and experiences
• Specialty restaurants
• Retail sales
• Photo sales
These goods and services are provided either directly by us or by independent concessionaires, from which
we receive either a percentage of their revenues or a fee. Concession revenues do not have direct expenses
Strategic Report
39
because the costs and services incurred for concession revenues are borne by our concessionaires. In 2025,
we earned 34% of our cruise revenues from onboard and other revenue goods and services.
We earn our tour and other revenues from our hotel and transportation operations and other revenues.
We incur cruise operating expenses for the following:
• Commissions, transportation and other, which include costs of travel agent commissions, air and other
transportation, port fees, taxes, and charges that directly vary with guest head counts and credit and debit
card fees
• Onboard and other, which include the costs of beverage sales, shore excursions, retail sales, internet and
communication, credit and debit card fees, other onboard costs, cruise vacation protection programs and
pre- and post-cruise land packages
• Payroll and related, which include the costs of officers and crew in bridge, engineering and hotel operations.
Substantially all costs associated with our shoreside personnel are included in selling and administrative
expenses
• Fuel, which include fuel delivery costs and emission allowance costs
• Food, which include both our guest and crew food costs
• Other operating expenses, which include port costs that do not vary with guest head counts; repairs and
maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; gains and
losses on ship sales; ship impairments; freight and logistics; insurance premiums; tour and other expenses
for our hotel and transportation operations and all other operating expenses
We do not allocate payroll and related, fuel, food or other operating expenses to the expense categories
attributable to passenger ticket revenues or onboard and other revenues since they are incurred to provide
the total cruise vacation experience.
Statistical Information
Years Ended
November 30,
2025
2024
Passenger Cruise Days (“PCDs”)
(in millions)
(a)
.......................
101.7
100.5
Available Lower Berth Days (“ALBDs”)
(in millions)
(b) (c)
...............
96.5
95.6
Occupancy percentage (d)
.......................................
105%
105%
Passengers carried (in millions)
....................................
13.6
13.5
Fuel consumption in metric tons (in millions)
..........................
2.8
2.9
Fuel consumption in metric tons per thousand ALBDs
...................
29.2
30.9
Fuel cost per metric ton consumed (excluding emission allowances)
..........
$
610
$
665
Currencies (USD to 1)
AUD
....................................................
$
0.64
$
0.66
CAD
....................................................
$
0.71
$
0.73
EUR
....................................................
$
1.12
$
1.09
GBP
....................................................
$
1.31
$
1.28
Notes to Statistical Information
(a)
PCD represents the number of cruise passengers on a voyage multiplied by the number of revenue-
producing ship operating days for that voyage.
(b)
ALBD is a standard measure of passenger capacity for the period that we use to approximate rate
and capacity variances, based on consistently applied formulas that we use to perform analyses
to determine the main non-capacity driven factors that cause our cruise revenues and expenses to
vary. ALBDs assume that each cabin we offer for sale accommodates two passengers and is computed
by multiplying passenger capacity by revenue-producing ship operating days in the period.
(c)
In 2025 compared to 2024, we had a 1.0% capacity increase in ALBDs comprised of a 1.2% capacity
increase in our North America segment and a 0.6% capacity increase in our Europe segment.
40
Our North America segment’s capacity increase was caused by the following:
• Carnival Cruise Line 5,360-passenger capacity ship that entered into service in
December 2023
• Princess Cruises 4,310-passenger capacity ship that entered into service in February 2024
• Carnival Cruise Line 4,130-passenger capacity ship that transferred from Costa Cruises
and entered into service in April 2024
• Princess Cruises 4,310-passenger capacity ship that entered into service in September 2025
The increase in our North America segment’s capacity was partially offset by:
• Seabourn 460-passenger capacity ship that left the fleet in September 2024
• P&O Cruises (Australia) 2,000-passenger capacity ship that left the fleet in February 2025
Our Europe segment’s capacity increase was caused by:
• Cunard 2,960-passenger capacity ship that entered into service in May 2024
• Nonrecurrence of the Red Sea rerouting without guests
The increase in our Europe segment’s capacity was partially offset by a Costa Cruises 4,240-passenger
capacity ship that transferred to Carnival Cruise Line in February 2024.
(d)
Occupancy, in accordance with cruise industry practice, is calculated using a numerator of PCDs
and a denominator of ALBDs, which assumes two passengers per cabin even though some cabins
can accommodate three or more passengers. Percentages in excess of 100% indicate that on
average more than two passengers occupied some cabins.
2025 Compared to 2024
Carnival plc Group IFRS Key Financial Measures
Years Ended November 30,
(in millions)
2025
2024
Revenue
..............................................
$
10,019
$
9,413
Operating income (loss)
...................................
$
1,921
$
1,627
Total assets
............................................
$
16,566
$
13,594
The Directors consider that within the DLC arrangement, the most appropriate presentation of Carnival
plc’s Group Business Review is by reference to the DLC Financial Statements. Accordingly, the below presents
the required Business Review for Carnival Corporation & plc in order to satisfy reporting requirements of
the Companies Act 2006.
Revenues
Consolidated
Passenger ticket revenues made up 65% of our 2025 total revenues. Passenger ticket revenues increased by
$956 million, or 5.8%, to $17.4 billion in 2025 from $16.5 billion in 2024.
This increase was caused by:
• $635 million – higher ticket prices driven by continued strength in demand
• $196 million – net favorable foreign currency translation impact
• $159 million – 1.0% capacity increase in ALBDs
These increases were partially offset by a decrease of $74 million in air transportation revenue.
The remaining 35% of 2025 total revenues were comprised of onboard and other revenues, which increased
by $644 million, or 7.5%, to $9.2 billion in 2025 from $8.6 billion in 2024.
Strategic Report
41
This increase was driven by:
• $466 million – higher onboard spending by our guests
• $83 million – 1.0% capacity increase in ALBDs
• $57 million – net favorable foreign currency translation impact
North America Segment
Passenger ticket revenues made up 62% of our North America segment’s 2025 total revenues. Passenger
ticket revenues increased by $361 million, or 3.4%, to $10.9 billion in 2025 from $10.6 billion in 2024.
This increase was caused by:
• $344 million – higher ticket prices driven by continued strength in demand
• $122 million – 1.2% capacity increase in ALBDs
These increases were partially offset by a decrease of $74 million in air transportation revenue.
The remaining 38% of our North America segment’s 2025 total revenues were comprised of onboard and
other revenues, which increased by $442 million, or 7.1%, to $6.7 billion in 2025 from $6.2 billion in 2024.
This increase was caused by:
• $376 million – higher onboard spending by our guests
• $72 million – 1.2% capacity increase in ALBDs
Europe Segment
Passenger ticket revenues made up 77% of our Europe segment’s 2025 total revenues. Passenger ticket
revenues increased by $569 million, or 9.6%, to $6.5 billion in 2025 from $5.9 billion in 2024.
This increase was driven by:
• $292 million – higher ticket prices driven by continued strength in demand
• $200 million – net favorable foreign currency translation impact
• $46 million – 0.8 percentage point increase in occupancy
The remaining 23% of our Europe segment’s 2025 total revenues were comprised of onboard and other
revenues, which increased by $188 million, or 11%, to $1.9 billion in 2025 from $1.8 billion in 2024.
This increase was driven by:
• $89 million – higher onboard spending by our guests
• $60 million – net favorable foreign currency translation impact
Operating Expenses
Consolidated
Operating expenses increased by $309 million, or 2.0%, to $15.9 billion in 2025 from $15.6 billion in 2024.
This increase was caused by:
• $151 million – 1.0% capacity increase in ALBDs
• $112 million – net unfavorable foreign currency translation impact
• $90 million – higher onboard and other cost of sales driven by higher onboard revenues
• $54 million – higher commissions, transportation costs, and other expenses driven by increased
ticket pricing and an increase in the number of guests
• $42 million – higher port expenses
• $27 million – higher repair and maintenance expenses (including dry-dock expenses)
• $26 million – higher cruise payroll and related expenses
• $23 million – nonrecurrence of change in pension valuation in 2024
42
These increases were partially offset by:
• $109 million – lower fuel prices including the impact of the cost of emission allowances
• $109 million – lower fuel consumption per ALBD
• $71 million – higher gains on ship sales realized in 2025 compared to 2024
Selling and administrative expenses increased by $150 million, or 4.6%, to $3.4 billion in 2025 from
$3.3 billion in 2024.
Depreciation and amortization expenses increased by $233 million, or 9.1%, to $2.8 billion in 2025 from
$2.6 billion in 2024.
North America Segment
Operating expenses decreased by $18 million, or 0.2%, to $10.5 billion in 2025 from $10.6 billion in 2024.
This decrease was caused by:
• $101 million – lower fuel prices including the impact of the cost of emission allowances
• $79 million – lower fuel consumption per ALBD
These decreases were partially offset by:
• $122 million – 1.2% capacity increase in ALBDs
• $40 million – higher onboard and other cost of sales driven by higher onboard revenues
Selling and administrative expenses increased by $13 million, or 0.7%, and were $2.0 billion in 2025 and
2024.
Depreciation and amortization expenses increased by $154 million, or 9.3%, to $1.8 billion in 2025 from
$1.7 billion in 2024.
Europe Segment
Operating expenses increased by $287 million, or 6.1%, to $5.0 billion in 2025 from $4.7 billion in 2024.
This increase was caused by:
• $118 million – net unfavorable foreign currency translation impact
• $50 million – higher onboard and other cost of sales driven by higher onboard revenues
• $45 million – higher commissions, transportation costs, and other expenses driven by increased
ticket pricing and an increase in the number of guests
• $41 million – higher repair and maintenance expenses (including dry-dock expenses)
• $33 million – higher port expenses
• $23 million – nonrecurrence of change in pension valuation in 2024
These increases were partially offset by a $57 million gain on sale of one ship.
Selling and administrative expenses increased by $81 million, or 8.4%, and were $1.0 billion in 2025 and
2024.
Depreciation and amortization expenses increased by $70 million, or 10%, to $746 million in 2025 from
$676 million in 2024. This increase was driven by fleet enhancements and net unfavorable foreign currency
translation impacts.
Operating Income
Our consolidated operating income increased by $909 million to $4.5 billion in 2025 from $3.6 billion in
2024. Our North America segment’s operating income increased by $653 million to $3.3 billion in 2025 from
$2.6 billion in 2024, and our Europe segment’s operating income increased by $319 million to $1.7 billion
in 2025 from $1.3 billion in 2024. These changes were primarily due to the reasons discussed above.
Nonoperating Income (Expense)
Interest expense, net of capitalized interest, decreased by $406 million, or 23%, to $1.3 billion in 2025 from
$1.8 billion in 2024. The decrease was substantially all due to lower average interest rates, a decrease in total
debt and increased capitalized interest.
Strategic Report
43
Debt extinguishment and modification costs increased by $330 million to $409 million in 2025 from
$79 million in 2024 as a result of debt transactions occurring during the respective periods.
Liquidity, Financial Condition and Capital Resources
The Directors consider that within the DLC arrangement, the most appropriate presentation of Carnival
plc’s Group Liquidity, Financial Condition and Capital Resources is by reference to the DLC Financial
Statement. Accordingly, the below presents the required disclosures for Carnival Corporation & plc in order
to satisfy reporting requirements of the Companies Act 2006.
As of November 30, 2025, we had $6.4 billion of liquidity including $1.9 billion of cash and cash equivalents
and $4.5 billion available for borrowing under our multicurrency revolving credit facility. In addition, we
had $7.8 billion of undrawn export credit facilities to fund future ship deliveries.
We had a working capital deficit of $8.9 billion as of November 30, 2025 compared to a working capital
deficit of $8.2 billion as of November 30, 2024. The increase in working capital deficit was caused by an
increase in the current portion of long-term debt and customer deposits, partially offset by an increase in cash
and cash equivalents. We operate with a substantial working capital deficit. This deficit is mainly attributable
to the fact that, under our business model, substantially all of our passenger ticket receipts are collected
in advance of the applicable sailing date. These advance passenger receipts generally remain a current liability
on our balance sheet until the sailing date. The cash generated from these advance receipts is used
interchangeably with cash on hand from other sources, such as our borrowings and other cash from
operations. The cash received as advanced receipts can be used to fund operating expenses, pay down our
debt, make long-term investments or any other use of cash. Included within our working capital are $6.8 billion
and $6.4 billion of current customer deposits as of November 30, 2025 and 2024. We have agreements
with a number of credit card processors that transact customer deposits related to our cruise vacations.
Certain of these agreements allow the credit card processors to request, under certain circumstances, that
we provide a capped reserve fund in cash. As of November 30, 2025, we were not required to maintain any
reserve funds. In addition, we have a relatively low level of accounts receivable and limited investment in
inventories.
Sources and Uses of Cash
Operating Activities
Our business provided $6.2 billion of net cash flows from operating activities during 2025, an increase of
$0.3 billion compared to $5.9 billion provided in 2024. This increase was driven by higher net income in 2025
partially offset by changes in prepaid expenses and other assets, which includes the nonrecurrence of cash
provided by the release of credit card reserves in 2024.
Investing Activities
During 2025, net cash used in investing activities of $3.3 billion was caused by:
• Capital expenditures of $3.6 billion substantially all attributable to the delivery of one North
America segment ship, ship improvements and development of our portfolio of exclusive destinations.
• Proceeds of $323 million substantially all from the sale of one North America segment ship and one
Europe segment ship
• Advances of $100 million made to Floating Docks S. de RL
During 2024, net cash used in investing activities of $4.5 billion was caused by:
• Capital expenditures of $4.6 billion primarily attributable to the delivery of two North America
segment ships, one Europe segment ship and developments in our port destinations and exclusive
islands
• Proceeds of $58 million primarily from the sale of a North America segment ship
44
Financing Activities
During 2025, net cash used in financing activities of $2.2 billion was caused by:
• Repayments of $12.9 billion of long-term debt
• Debt issuance costs of $144 million
• Debt extinguishment costs of $272 million
• Issuances of $11.2 billion of long-term debt
During 2024, net cash used in financing activities of $2.6 billion was caused by:
• Repayments of $5.4 billion of long-term debt
• Debt issuance costs of $203 million
• Debt extinguishment costs of $41 million
• Issuances of $3.1 billion of long-term debt
Material Cash Requirements
The Directors consider that within the DLC arrangement, the most appropriate presentation of Carnival
plc’s Group Material Cash Requirements, Funding Sources and Quantitative and Qualitative Disclosures
About Market Risk is by reference to the DLC Financial Statements. Accordingly, the below presents the
required disclosures for Carnival Corporation & plc in order to satisfy reporting requirements of the
Companies Act 2006.
Payments Due by
(in millions)
2026
2027
2028
2029
2030
Thereafter
Total
Debt (a)
.........
$
3,066 (b) $
3,537
$
4,889
$
4,883
$
3,493
$
12,320
$
32,188
Newbuild capital
expenditures (c) . .
501
1,586
1,474
1,823
1,661
4,769
11,814
Total
...........
$
3,567
$
5,123
$
6,363
$
6,706
$
5,154
$
17,089
$
44,002
(a)
Includes principal as well as estimated interest payments and does not include the impact of any future
possible refinancings. Excludes undrawn export credits.
(b)
Includes an aggregate of $500 million representing the portion of the 5.75% convertible senior notes
due 2027 converted and settled in cash in December 2025.
(c)
As of November 30, 2025, we have undrawn export credit facilities of $7.8 billion which fund a portion
of our newbuild contractual commitments.
Funding Sources
We plan to use existing liquidity and future cash flows from operations to fund our cash requirements
including capital expenditures not funded by our export credit facilities. We seek to manage our credit risk
exposures, including counterparty nonperformance associated with our cash and cash equivalents, and future
financing facilities by conducting business with well-established financial institutions, and export credit
agencies and diversifying our counterparties.
(in billions)
2026
2027
2028
2029
2030
Thereafter
Future export credit facilities at
November 30, 2025
..........
$
—$
1.3 $
1.3 $
1.7 $
—$
3.4
Our export credit facilities contain various financial covenants as described in Note 5 — “Debt” within the
DLC Financial Statements and Note 14 — “Debt and Interest Expense” within the Carnival plc Group
Financial Statements. At November 30, 2025, we were in compliance with the applicable covenants under
our debt agreements.
Quantitative and Qualitative Disclosures About Market Risk
For a discussion of our hedging strategies and market risks, see the discussion below and refer to
Note 24 — “Fair Value Measurements and Derivative Instruments, Hedging Activities and Financial
Risks”within the Carnival plc Group Financial Statements.
Strategic Report
45
Fuel Price Risks
Substantially all our exposure to market risk for changes in fuel prices relates to the consumption of fuel on
our ships.
Foreign Currency Exchange Rate Risks
Operational Currency Risks
Our operations primarily utilize the U.S. dollar, Euro, Sterling or the Australian dollar as their functional
currencies. Our operations also have revenue and expenses denominated in non-functional currencies.
Movements in foreign currency exchange rates will affect our consolidated financial statements.
Investment Currency Risks
The foreign currency exchange rates were as follows:
November 30,
2025
2024
USD to 1:
AUD
......................................................
$
0.65
$
0.65
CAD
......................................................
$
0.72
$
0.71
EUR
......................................................
$
1.16
$
1.06
GBP
......................................................
$
1.32
$
1.27
If the November 30, 2024 currency exchange rates had been used to translate our November 30, 2025
non-U.S. dollar functional currency operations’assets and liabilities (instead of the November 30, 2025 U.S.
dollar exchange rates), our total assets would have been lower by $1.4 billion and our total liabilities would
have been higher by $1.3 billion.
Newbuild Currency Risks
At November 30, 2025, our newbuild currency exchange rate risk primarily relates to euro-denominated
newbuild contract payments, which represent a total commitment of $8.4 billion and relate to newbuilds
scheduled to be delivered to non-euro functional currency brands. The functional currency cost of each of
these ships will increase or decrease based on changes in the exchange rates until the payments are made under
the shipbuilding contract. We may utilize foreign currency derivatives to mitigate some of this foreign
currency exchange rate risk. Based on a 1% change in euro to U.S. dollar exchange rates as of November 30,
2025, the remaining cost of these ships would have a corresponding change of $84 million.
Interest Rate Risks
The composition of our debt was as follows:
November 30, 2025
Fixed rate
.....................................................
54%
EUR fixed rate
..................................................
31%
Floating rate
...................................................
5%
EUR floating rate
................................................
10%
Based on a 100 basis point change in the market interest rates, our annual interest expense on floating rate
debt would change by approximately $42 million.
46
3.
Internal Control and Risk Assessment.
Management
Boards of Directors and their Committees
Oversee strategy and risk management
AUDIT COMMITTEES
Oversee risk management related to
financial, information technology,
cybersecurity and non-HESS related
operational risks, as well as monitoring
changes to and compliance with related
legal and regulatory requirements.
EXECUTIVE MANAGEMENT
Responsible for managing the business,
providing the Boards of Directors and
Committees with appropriate information
to enable them to carry out their
responsibilities. Performs remediation
actions resulting from investigations by
RAAS as well as the Global Ethics and
Compliance function.
GLOBAL ETHICS
AND COMPLIANCE
Responsible for supporting a high level of
ethics and integrity and helping
management maintain compliance with
applicable laws, regulations and standards.
RISK ADVISORY AND
ASSURANCE SERVICES
Responsible for providing independent
assurance that controls are well designed
and operating effectively.
HESS COMMITTEES
Oversee risk management related to HESS
and sustainability risks as well as
monitoring changes to and compliance
with related legal and regulatory
requirements.
COMPLIANCE COMMITTEES
Oversee risk management processes with
respect to compliance with laws and
regulations relating to general compliance
and data privacy as well as oversight of
Global Ethics and Compliance, including
the Global Ethics and Compliance
function’s activities.
Note: The Compensation and Nominating & Governance Committees of the Boards of Directors are also
responsible for certain strategy and risk management activities.
Our Risk Management Framework
The Boards of Directors have overall responsibility for determining the strategic direction of our business
and have established a framework to manage risk and determine the nature and extent of the principal and
emerging risks acceptable to our business. Our framework is designed to identify and manage, rather than
eliminate, risk to the achievement of our strategic objectives. The Boards of Directors, through their
Committees and executive management, have carried out a robust assessment of our principal and emerging
risks, including to ensure that they are effectively managed and/or mitigated.
Risk management is embedded in all areas of our business and is reflected across our policies and procedures.
Our risk management framework includes an organization wide, multi-layered approach to risk assessment
and management and consists of the Boards of Directors, their Committees, Risk Advisory and Assurance
Services (“RAAS”), Global Ethics and Compliance and executive management.
The diagram above, illustrates the interaction between the Boards of Directors, their Committees and our
executive management to continuously assess, mitigate and manage risks. The Boards of Directors leverage
their Committees, principally the Audit Committees, the HESS Committees and the Compliance
Committees, to oversee our risk management activities. Each area of our business reports via executive
management to these Committees. The Committees of the Boards of Directors and the executive management
of each area of our business are supported by RAAS and Global Ethics and Compliance.
Refer to Annex C — Carnival plc Corporate Governance Report of the Proxy Statement on pages C-5
to C-9 for additional information on the Committees of the Boards.
How we identify and manage risk
Risk assessment processes are integrated within our business operations at every level. Risks are identified
by individuals across all businesses and functions and at many layers of the organization by considering what
could prevent us from achieving our strategic, operational or compliance objectives or impact the
sustainability of our business model. In deciding which risks are principal and emerging risks, our executive
management considers the potential impact and probability of the related events or circumstances, and
the timescale over which they may occur. In addition, under the supervision of the Boards of Directors and
their Committees, executive management is responsible for ensuring that we have active plans and adequate
resources to manage and/or mitigate the principal and emerging risks, including HESS and compliance related
risks, identified by the business. As new risks arise, executive management seeks to ensure they are properly
reviewed and monitored.
Strategic Report
47
Internal Control
Internal control and risk management is an ongoing process embedded in each of our operations. It is
designed to identify, evaluate and manage the principal and emerging risks faced by the business units. A
system of internal controls designed to be capable of responding quickly to evolving risks in the business has
been established, comprising procedures for the prompt reporting of significant and material internal
control deficiencies together with the appropriate remedial actions. Carnival Corporation & plc has adopted
the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) guidance for
implementing its internal controls as part of its SOX compliance plan. COSO is considered to be the
leading internal control framework and is consistent with the internal control objectives and components as
are used by the UK Corporate Governance Code in assessing the effectiveness of a company’s risk and
control processes.
Our system of internal control and risk management was in place throughout 2025 and has continued in
place up to the date of approval of this Strategic Report. The Boards of Directors have performed their
annual review of the effectiveness of the systems of internal control and risk management, including those
related to financial reporting and confirm that it is in compliance with the UK Corporate Governance Code.
The Boards of Directors review of the system of internal controls has not identified any significant
failings or weaknesses, and therefore, no remedial actions are required.
Emerging Risks
We continuously evaluate potential emerging risks that could significantly impact or challenge our strategy
and business model. Emerging risks identified are managed and monitored alongside our existing principal
risks. An example of this in practice is the risk arising from our investments in port destinations and
exclusive islands. Refer to Operational Risk Factor “k.”on page 54 for additional details.
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. Some of the factors, events and contingencies discussed below may have occurred in
the past and reflect our beliefs and opinions as to the factors, events or contingencies that could materially and
adversely affect us in the future.
Some of the statements in this item and elsewhere in this document are “forward-looking statements.”For a
discussion of those statements and of other factors to consider see the “Cautionary Note Concerning
Factors That May Affect Future Results”section.
The ordering and lettering of the risk factors set forth below is not intended to reflect any company
indication of priority or likelihood.
Operational Risk Factors
a.
Events and conditions around the world, including geopolitical uncertainty, war and other military actions,
pandemics, inflation, higher interest rates and other general concerns impacting the ability or desire of
people to travel could lead to a decline in demand for cruises as well as have significant negative impacts
on our financial condition and operations.
We have been, and may continue to be, impacted by the public’s concerns regarding the health, safety and
security of travel, including pandemics, government travel advisories and travel restrictions, political instability
and civil unrest, terrorist attacks, war and military action and other general concerns. The resulting
impacts of these events, including a pause of our guest cruise operations, supply chain disruptions, impact
on demand for cruises to neighboring regions and international sanctions and other measures that have been
imposed, have significantly adversely affected, and may in the future significantly adversely affect, our
business. These factors may also have the effect of heightening many other risks to our business, any of which
48
could materially and adversely affect our business and results of operations. Additionally, we have been, and
may continue to be, impacted by heightened regulations around customs and border control, travel bans to
and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events,
government policies increasing the difficulty of travel and limitations on issuing international travel visas.
We may be impacted by adverse changes in the perceived or actual economic climate, such as inflation, global
or regional recessions, higher unemployment and underemployment rates and declines in income levels.
Examples of how we manage and/or mitigate this risk:
• We report health, environmental, safety and security incidents and take appropriate action, including
conducting investigations, to reduce the risk of recurrence
• We coordinate with law enforcement and other government agencies around the globe and endeavor
to identify security-related threats at sea and ashore
• We have put in place various strategies and initiatives, including increasing our marketing and
advertising programs in efforts to drive incremental demand for cruising
• We have extended our demand planning and are placing purchase orders earlier to compensate for
current extended lead times for supplies
• We optimize itineraries through our itinerary planning reviews to increase demand and/or to reduce
fuel consumption and have the ability to change itineraries to alternative regions in response to events
and conditions around the world
• We have developed robust health and safety protocols and mitigation strategies designed to prevent
the spread of disease on our ships
Key stakeholders considered:
• Communities we serve
• Team members
• Guests and travel agent partners
• Investors and lenders
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. Additionally, with the increased use of
artificial intelligence (“AI”) and social media, adverse publicity, even if unfounded, has been and can continue
to be disseminated quickly and broadly without context, making it increasingly difficult for us to effectively
respond. Although our commitment to the safety and comfort of our guests and crew is paramount to
the success of our business, our ships have been involved in outbreaks, accidents and other incidents in the
past and we may experience similar or other incidents in the future. Our ability to attract and retain the loyalty
of our guests, our ability to hire and the amounts we must pay our crew depend, in part, upon the perception
and reputation of our company and our brands and the public’s concerns regarding the health and safety
of travel generally, as well as the cruising industry and our ships specifically. In addition, these and any other
events which impact the travel industry more generally may negatively impact our guests’ and/or crew’s
ability or desire to travel to or from our ships and/or interrupt the supply of critical goods and services.
Examples of how we manage and/or mitigate this risk:
• We report health, environmental, safety and security incidents and take appropriate action, including
conducting investigations, to reduce the risk of recurrence
• We engage third parties to assist us in monitoring various digital channels, including the dark web
and social media, so that we may respond on a timely basis
• We provide training to continue the development of our team members related to their job
responsibilities and to ensure understanding of and compliance with our policies, standards and
procedures
• We utilize operational planning and compliance tools to reduce the risk of incidents
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• We promote a culture that encourages team members to speak up about concerns and opportunities
which are addressed appropriately and we have appropriate policies that govern, encourage and
reinforce the right behavior
• We proactively gather and evaluate guest feedback and when concerns are raised, we listen and
address them appropriately
• We have developed robust health and safety protocols and mitigation strategies designed to prevent
the spread of disease on our ships
Key stakeholders considered:
• Team members
• Guests and travel agent partners
• Investors and lenders
c.
Adverse weather conditions or an increase in the frequency and/or severity of adverse weather conditions
could have a material impact on our business and results of operations.
Our cruise ships, hotels, land tours, port destinations and exclusive islands, shore excursions and our guest
source markets have been and may continue to be impacted by adverse weather or other natural disasters, such
as hurricanes, earthquakes, floods, fires, tornadoes, tsunamis, typhoons and volcanic eruptions. For
example, adverse weather or other natural disasters have impacted and may in the future impact the sourcing
of our guests from affected regions. In addition, the reliability of air transportation, which our guests
depend on to transport them to or from the airports near the ports where our cruises embark and disembark
have been and may continue to be impacted by adverse weather events. The frequency and intensity of
certain adverse weather patterns may also increase in the future. The increased hurricane/typhoon intensity
and frequency, as well as changes in global temperatures and sea levels, may adversely impact our shoreside
facilities, our investments in port destinations and exclusive islands or the availability or desirability of
ports and destinations in which we operate. We have been forced to, and in the future may be forced to, alter
itineraries, including diverting from our port destinations and exclusive islands, or cancel a cruise or a
series of cruises or tours due to these or other types of disruptions. Additionally, our increasing itineraries
and investments in port destinations and exclusive islands in the Caribbean region may further expose us to
adverse weather conditions. These effects may also disrupt the supply of critical goods and services to our
facilities and ships. Any of these events could have a material impact on our business and profitability.
Examples of how we manage and/or mitigate this risk:
• We monitor weather conditions and have the ability to change our ship itineraries to avoid adverse
weather or regions impacted by adverse weather
• We offer a wide variety of brands, itineraries, products and services to our guests
• We conducted climate impact studies on certain investments in our port destinations and exclusive
islands
Key stakeholders considered:
• Communities we serve
• Guests and travel agent partners
• Investors and lenders
d.
Our targets, goals, aspirations, initiatives, public statements and disclosures, including those related to
sustainability matters, may expose us to risks that may adversely impact our business.
We have developed and will continue to establish targets, goals, aspirations, and other objectives, including
those related to sustainability matters (“sustainability objectives”), which reflect our current plans and do not
constitute a guarantee that they will be achieved. Our efforts to research, establish, develop methodologies
and timelines, accomplish, and accurately report on our sustainability objectives expose us to numerous
operational, reputational, financial, legal, and other risks, any of which could have a negative impact on
our business. Our ability to achieve any of our stated sustainability objectives, particularly with respect to
our environmental emissions aspirations, is subject to numerous factors and conditions, many of which are
outside of our control. Examples of such factors include the availability and costs of low- or non-GHG
emission energy sources and technology that do not yet exist at scale for our industry, evolving regulatory
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requirements affecting sustainability standards or disclosures, the availability of future financing and the
availability of suppliers that can meet our sustainability standards. Certain sustainability and emissions-
related actions and investments we make today may not lead us to achieving our intended future goals or may
not be favorably perceived in future years based on continuing evolving regulations and perceptions
around effective emissions mitigation strategies and technologies.
Examples of how we manage and/or mitigate this risk:
• We incentivize meeting our targets and goals (including our sustainability objectives) through
compensation
• We have policies in place that govern our approach to communicating sustainability performance,
initiatives and targets
• We partner with organizations and stakeholders to help identify and support emission and waste
stream reduction efforts
• We develop financial forecasts and continuously monitor our financial performance in order to make
timely strategic decisions
Key stakeholders considered:
• Communities we serve
• Guests and travel agent partners
• Investors and lenders
e.
Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our
principal and other offices, information technology operations and system networks and failure to keep
pace with developments in technology may adversely impact our business operations, the satisfaction of our
guests and crew and may lead to fines, penalties and reputational damage.
We have been and may continue to be impacted by cybersecurity incidents and data privacy breaches, which
occur from time to time. These malicious attacks can vary in scope and aim to disrupt or compromise our
shoreside and shipboard operations by targeting our key operating systems or those of our third-party service
providers. Breach or circumvention of our systems or the systems of third parties, including by ransomware
or malware, through vulnerabilities in licensed software or hardware, AI impersonation, targeted and
coordinated attacks of our systems, or as a result of other attacks, have led to and may continue to lead to
disruptions in our business operations; unauthorized access to (or the loss of company access to) competitively
sensitive, confidential or other critical data (including sensitive financial, medical or other personal or
business information) or systems; loss of customers; financial losses; regulatory investigations, enforcement
actions, fines and penalties; litigation; reputational damage; and misuse or corruption of critical data and
proprietary information, any of which could be material. The sophistication of these attacks has continued
to increase in recent years and the rapid evolution and growing adoption of AI technologies by various threat
actors may enhance their ability to conduct attacks which are more difficult to prevent, detect or remediate.
Additionally, integrating AI into our operations may increase our cybersecurity and data privacy risks.
We also have and may continue to rely on third parties in helping us manage our cybersecurity risk
management processes. Any measures that we take and such third parties take to avoid, detect, mitigate or
recover from material cybersecurity threats or incidents can be expensive, and may be insufficient,
circumvented, or may become ineffective.
Our physical work locations, including those that house our information technology operations, system
networks and various other remote locations may be impacted by actual or threatened natural disasters (for
example, hurricanes, earthquakes, floods, fires, tornadoes, tsunamis and typhoons) or other disruptive
events. Our maritime and/or shoreside operations, including our ability to manage our inventory of cabins
held for sale and set pricing, control costs and serve our guests, depends on the reliability of our information
technology operations and system networks, as well as our ability to refine and update to more advanced
systems and technologies. In addition, we may be unable to obtain appropriate technology in a timely manner
or at all or we may incur significant costs in doing so. A failure to adopt the appropriate technology,
including AI, or a failure, disruption or obsolescence in the technology that we do adopt, could have adverse
effects on our business.
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Examples of how we manage and/or mitigate this risk:
• We have policies, standards and procedures that govern cybersecurity, data privacy, disaster recovery
and our use of third parties
• We provide training to continue the development of our team members related to their job
responsibilities and to ensure understanding of and compliance with our policies, standards and
procedures
• We incorporate security and privacy-by-design in the development of new systems and infrastructure
• We actively, and will continue to, invest in cybersecurity, talent, new technologies and third-party
service providers to enhance our data security and ensure our information technology is sufficient for
the operation of our business
• We engage third parties to assist us in monitoring various digital channels, including the dark web
and social media, so that we may respond on a timely basis
• We monitor and test our own ability to detect and respond to an incident which could cause a
breach in data security, lapse in data privacy or natural disaster and where incidents occur, take
appropriate remedial action
• We continue to align our technology planning, infrastructure, security, data privacy and applications
to maximize the business value of our information technology investments
Key stakeholders considered:
• Team members
• Guests and travel agent partners
• Investors and lenders
f.
Our debt requires a significant amount of cash to service and our ability to generate sufficient cash
depends on many factors, some of which may be beyond our control. Our financial condition and operations
could be adversely impacted if we are unable to service our debt or satisfy our covenants.
Our ability to meet our debt service obligations depends on our future operating and financial performance
and our ability to generate cash. This will be affected by our ability to successfully continue to execute on
our business strategy and by general economic, financial, geopolitical, competitive, regulatory and other
factors beyond our control. If we cannot generate sufficient cash to meet our debt service obligations, we may
not be able to satisfy our obligations or refinance such obligations on attractive terms, or at all.
If we breach the covenants or restrictions in our debt instruments, we could trigger a default under the
terms of certain of our debt instruments. If that occurs, we may be required to seek covenant amendments
or the relevant creditors could elect to declare the debt due and payable (or cancel any unfunded commitments,
if applicable) and proceed against the collateral, if any, securing that debt. Borrowings under our other
debt instruments that contain cross-default provisions may also be accelerated or become payable on demand,
and our assets may not be sufficient to repay such indebtedness in full. Despite our leverage, we may incur
more debt in the future.
Examples of how we manage and/or mitigate this risk:
• We have put in place various strategies and initiatives, including increasing our marketing and
advertising programs in efforts to drive incremental demand for cruising
• We manage our liquidity, including repaying and refinancing future debt maturities to extend
maturity dates and reduce interest expense, managing our costs and can reduce our capital expenditures
and operating expenses, as appropriate
• Our liquidity includes borrowings available under our Revolving Facility
• We have the ability to use interest rate swap agreements to manage the risk of increasing interest
rates
• We actively monitor our covenant compliance
Key stakeholders considered:
• Investors and lenders
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g.
Increases in fuel costs, changes in the types of fuel consumed and availability of fuel supply may adversely
impact our scheduled itineraries and costs.
We have been and may continue to be impacted by economic, market and political conditions around the
world, regulatory requirements including emissions-related regulations, supply disruptions and related
infrastructure needs, which make it difficult to predict the future cost and availability of fuel. The supply
and availability of different fuel types in various markets in which we operate have in the past and may in the
future experience increased volatility and lead to increased fuel costs and reduced profitability. Emission
penalties and the costs of compliant fuels may also increase our energy costs. Future increases in the global
price of fuel would increase the cost of our cruise ship operations as well as some of our other expenses, such
as crew travel, freight and commodity prices. Increases in airfares, such as those resulting from increases in
the cost of fuel, have in the past and may in the future increase our guests’overall vacation costs and reduce
demand for cruises, as many of our guests depend on airlines to transport them to or from the airports
near the ports where our cruises embark and disembark. Refer to Compliance and Regulatory Risk
Factor “b.”for additional discussion on emissions-related regulation changes on fuel costs.
Examples of how we manage and/or mitigate this risk:
• We monitor fuel efficiency and optimize consumption through ship maintenance and operating
practices
• We optimize itineraries through our itinerary planning reviews and have the ability to change
itineraries to reduce fuel consumption
• We monitor, test and implement innovative technologies to reduce fuel consumption
• We are adding new, more fuel-efficient ships to our fleet and have removed smaller, less fuel-efficient
ships
• We enter into supply agreements to help ensure availability and seek alternative sources if necessary
• We are upgrading our fleet with more energy efficient technologies
• Our ships, including our LNG ships, have the capability to run on multiple fuels, which provides
flexibility in terms of availability and cost of fuel
• We have the ability to purchase fuel in different ports we visit
Key stakeholders considered:
• Communities we serve
• Guests and travel agent partners
• Investors and lenders
h.
The loss of key team members, our inability to recruit or retain qualified shoreside and shipboard team
members and increased labor costs could have an adverse effect on our business and results of operations.
Our success depends, in large part, on the skills and contributions of our team members, and on our ability
to recruit, develop and retain high quality team members. We may not be successful in recruiting,
developing or retaining key or other highly qualified team members. At times we have, and may in the
future continue to, experience difficulty in hiring sufficient qualified team members, due to general
macroeconomic factors, regulatory changes and/or increasingly competitive labor markets.
In addition, we hire a significant number of qualified shipboard team members each year and, thus, our
ability to adequately recruit, develop and retain these individuals is important to our success. Incidents
involving cruise ships, including disease outbreaks on our ships and increasing demand as a result of the
industry’s projected growth could negatively impact our ability to recruit, develop and retain sufficient
qualified shipboard team members.
Examples of how we manage and/or mitigate this risk:
• We have programs to attract, develop and retain top talent and use team member feedback tools to
monitor team members’ perspectives and take appropriate actions
• We provide training to continue the development of our team members related to their job
responsibilities and to ensure understanding of and compliance with our policies and procedures
• We provide total compensation that allows us to be competitive in the labor markets in which we
operate
• We continue to expand the number of countries from which we recruit our team members
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• We promote a culture that encourages team members to speak up about concerns and opportunities
which are addressed appropriately
Key stakeholders considered:
• Team members
• Guests and travel agent partners
• Investors and lenders
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 volatile, will affect our financial results.
Examples of how we manage and/or mitigate this risk:
• We net certain exposures to take advantage of natural offsets with our business and continuously
evaluate the use of financial instruments
• We consider and may hedge certain of our ship commitments and net investments in foreign
operations
• We have the ability to sell/buy foreign currencies throughout the year to manage the economic
impact of foreign currency exchange volatility
• We adjust our procurement activities
Key stakeholders considered:
• Investors and lenders
k.
Our investments in port destinations and exclusive islands may expose us to additional risks.
We continue to invest in expanding and enhancing our portfolio of port destinations and exclusive islands,
which could increase our exposure to certain risks. These risks include susceptibility to weather events,
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exposure to local political/regulatory developments and policies, logistical challenges, human resource and
labor risks, safety, environmental and health risks.
Examples of how we manage and/or mitigate this risk:
• We appropriately invest in our assets to maintain our standards and enhance revenue opportunities
• We own and operate several destinations which allows us to maintain accessibility and optimize the
guest experience
• We engage with government authorities and participate in national and international shipping trade
associations to manage and mitigate the impact of changing rules and regulations
• We have the ability to change itineraries to alternative regions
Key stakeholders considered:
• Communities we serve
• Team members
• Guests and travel agent partners
• Investors and lenders
l.
Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our
cruise sales, pricing and destination options.
We have been and may in the future be impacted by increases in capacity in the cruise and land-based
vacation industry, which may result in capacity growth beyond demand, either globally or for a region, or
for a particular itinerary. We face competition from other cruise brands on the basis of overall experience,
destinations, types and sizes of ships and cabins, travel agent partner preferences and value. In addition, we
may fail to sufficiently invest in or upgrade our existing cruise ships and other assets to meet the expectations
of current and potential guests. We also compete with land-based vacation alternatives throughout the world
on the basis of overall experience, destinations and value.
In addition, certain ports and destinations have faced a surge of both cruise and non-cruise tourism and in
certain destinations, countermeasures to limit the number of tourists have been proposed or contemplated
and/or put into effect, including limits on cruise ships and cruise guests. Potential restrictions in ports and
destinations could limit the itinerary and destination options we can offer our guests going forward.
Additionally, certain ports have increased or are proposing to increase cruise related fees and taxes which
may impact our profitability.
Examples of how we manage and/or mitigate this risk:
• We have the ability to change our itineraries to alternative regions of the world
• We offer a wide variety of brands, itineraries, products and services to our guests
• We appropriately invest in our assets to maintain our standards and enhance revenue opportunities
• We own and operate several destinations which allows us to maintain accessibility and optimize the
guest experience
• We work alongside government and local regulators to ensure compliance with limitations placed on
tourism
Key stakeholders considered:
• Communities we serve
• Guests and travel agent partners
• Investors and lenders
m.
Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may
adversely impact our business operations and the satisfaction of our guests.
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
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in delays or preventing the delivery of our ships under construction and/or the completion of the repair,
maintenance or refurbishment of our existing ships. This may lead to potential delays or cancellations of
cruises. Additionally, the prices of various commodities that are used in the construction of ships and for
repair, maintenance and refurbishment of existing ships, such as steel, are subject to volatility which may
increase our costs.
Examples of how we manage and/or mitigate this risk:
• Our newbuild contracts are fixed price and are not sensitive to cost fluctuations of materials,
including steel
• We ensure access and priority for ship repairs as part owners and part of the governance teams of
two shipyards
• We have agreements with several shipyards that provide us with priority for dock space
• We require shipyards to obtain insurance
• Shipbuilding contracts include a combination of refund and performance guarantees
• Pricing for ship repair yards, subcontractors and required materials are agreed in advance of
scheduled dry-docks
Key stakeholders considered:
• Guests and travel agent partners
• Investors and lenders
Compliance and Regulatory Risk Factors
a.
Changes in and non-compliance with laws and regulations under which we operate, such as those relating
to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-
corruption, economic sanctions, trade protection measures, labor and employment, and tax may be
costly and lead to litigation, enforcement actions, fines, penalties and reputational damage.
We are subject to numerous international, national, state and local laws, regulations, treaties and other legal
requirements that govern health, environmental, safety and security matters in relation to our guests, crew
and ships. These requirements change regularly, depending on the itineraries of our ships and the ports and
countries visited. Implementing these and any subsequent requirements have been and may in the future
continue to be costly and take time to implement across our global cruise operations. In addition, the pace
of regulatory changes may affect our ability to comply in the future. If we violate or fail to comply with any
of these laws, regulations, treaties and other requirements we could be, and have previously been, fined,
placed on probation or otherwise sanctioned by regulators. In addition, the global focus on sustainability
and the impact of GHG and other emissions on the environment may lead to additional regulatory
requirements, refer to Compliance and Regulatory Risk Factor “b.”below for additional discussion.
In the course of doing business, we collect guest, team member, company and other third-party data,
including personal and other sensitive data. We are subject to laws and requirements related to the treatment
and protection of personal, sensitive and/or other regulated data in the jurisdictions where we operate.
Various governments, agencies and regulatory organizations have enacted or are considering new rules and
regulations and we expect to continue to incur costs to comply with these rules and regulations.
Our operations subject us to potential liability under anti-money laundering and anti-corruption laws and
regulations. We may also be affected by economic sanctions, trade protection measures, policies and other
regulatory requirements affecting trade and investment.
We are subject to compliance with tax laws, regulations and treaties in the jurisdictions in which we are
incorporated or operate. These tax laws, regulations and treaties are subject to change at any time, which
may result in substantially higher tax expense. Other changes in domestic and international tax rules and
regulations and their application could also alter our tax obligations.
Examples of how we manage and/or mitigate this risk:
• We monitor for changes in laws and regulations and changes in interpretation of these laws and
regulations relating to our business. Where necessary, we obtain specialist advice to implement
programs to help ensure compliance in an optimal manner
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• We provide training to continue the development of our team members related to their job
responsibilities and to ensure understanding of and compliance with our policies, standards and
procedures
• We have a system of internal controls to prevent and/or detect risks and we perform audits and other
evaluations of our control design and performance
• We conduct compliance risk assessments and monitor our own compliance and where incidents
occur, take appropriate action, including conducting investigations, to prevent recurrence
• We evaluate compliance risks that have emerged in other organizations to determine if these
vulnerabilities have potential relevance to our company and with that, any opportunities to improve
• We promote a culture that encourages team members to speak up about concerns and opportunities
which are addressed appropriately and we have appropriate policies that govern, encourage and
reinforce the right behavior
• We engage with government authorities and participate in national and international shipping trade
associations to manage and mitigate the impact of changing rules and regulations
Key stakeholders considered:
• Communities we serve
• Investors and lenders
b.
Factors associated with sustainability and the impact of GHG and other emissions on the environment
could have a material impact on our business and operating results.
Concerns and regulatory focus on sustainability and the impact of GHG and other emissions on the
environment have impacted us and may in the future have material impacts on our business and operating
results. Sustainability, environmental and emissions-related regulatory activity and developments that require
us to reduce our emissions, which includes EU and UK regulations and the IMO Strategy, have impacted
us and may in the future have a material impact on our business and financial results by requiring us to make
capital investments in new equipment or technologies, pay for emission allowances, purchase carbon offset
credits, or otherwise incur additional costs or take additional actions related to our emissions. Such activity
has impacted and may continue to impact us indirectly by increasing our operating costs, including fuel
costs. Regulatory developments may also result in the inability to operate ships that do not meet certain
standards, impact the resale value of our ships in the future, restrict or limit our access to certain destinations
and/or countries or impact our freedom to operate. Regulatory efforts, both internationally and in the
U.S., are evolving and we cannot determine what final regulations will be enacted, modified, reversed or
whether there will be international alignment or divergence of such efforts, or what their ultimate impact on
our business will be. Refer to XVIII. Governmental and Other Regulations for additional discussion of
recent developments related to Maritime Regulations, Greenhouse Gas Emissions, and EU and UK
Regulations.
Our business has faced and may in the future continue to face increased scrutiny from our guests, our team
members, the investment community, media (including social media), governments, regulators, destinations
and other parties related to our sustainability and environmental activities. If our sustainability practices
do not meet, are adverse to, or are perceived to diverge from the expectations of our guests, team members,
investors or other stakeholders, the demand for cruising, our reputation, our ability to attract or retain
team members as well as our attractiveness as an investment could be negatively impacted. In addition, some
environmental focused groups have and may continue to generate negative publicity regarding the
environmental impact of the cruise industry and are advocating for more stringent oversight and regulation
of our industry, including ship emissions while the ship is docked and at sea. At the same time, we may
also face negative impacts from those who do not support sustainability-related initiatives or concerns or
disagree with our actual or perceived initiatives or positions, or lack of thereof, on various sustainability,
environmental, political, social, governance, or other issues. Evolving views among consumers about the
impact of GHG and other emissions on the environment may also lead to changes in consumer preferences.
Examples of how we manage and/or mitigate this risk:
• We continue to assess lower GHG emission fuel options and technology and invest strategically in
energy efficiency improvements
• We monitor fuel efficiency and optimize consumption through ship maintenance and operating
practices
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• We partner with organizations and stakeholders to help identify and support emission and waste
stream reduction efforts
• We monitor for changes in laws and regulations and changes in interpretation of these laws and
regulations relating to our business. Where necessary, we obtain specialist advice to implement
programs to help ensure compliance in an optimal manner
• We engage with government authorities and participate in national and international shipping trade
associations to manage and mitigate the impact of changing rules and regulations
• We provide training to continue the development of our team members related to their job
responsibilities and to ensure understanding of and compliance with our policies, standards and
procedures
Key stakeholders considered:
• Communities we serve
• Team members
• Guests and travel agent partners
• Investors and lenders
c.
We may not successfully complete the proposed unification of our DLC structure and the migration of
Carnival Corporation’s legal incorporation to Bermuda, or, if we do, we may not realize the anticipated
benefits and will be subject to Bermuda law, which differs in some respects compared to our current
jurisdictions.
In December 2025, we announced that our Boards of Directors recommended unifying our DLC structure
under a single company, Carnival Corporation, with Carnival plc as its wholly-owned UK subsidiary (the
“DLC Unification”). Additionally, they proposed migrating Carnival Corporation from the Republic of
Panama, where Carnival Corporation is currently domiciled, to Bermuda under the name “Carnival
Corporation Ltd.”(the “Redomiciliation”). We believe that the DLC Unification and Redomiciliation will
provide various benefits to us and our shareholders. However, we may not realize all the anticipated benefits,
and the extent, timing and magnitude of any such benefits is uncertain. Completion of the DLC Unification
and Redomiciliation is conditioned upon, among other things, the receipt of shareholder approvals, the
necessary approval by the relevant court and the receipt of certain antitrust and other regulatory approvals.
If the DLC Unification and Redomiciliation are not completed, we will not realize the benefits we
anticipate from the DLC Unification and Redomiciliation and we would continue operating under our
existing DLC structure.
Negative publicity resulting from the Redomiciliation could adversely affect our business and the market
price of our shares. Redomiciliation transactions that have been undertaken by other companies have in some
cases generated significant news coverage, some of which has been negative. Negative publicity could cause
some of our shareholders to sell their shares or decrease the demand for new investors to purchase such
shares, which could have an adverse impact on the price of our securities.
If the DLC Unification and Redomiciliation are completed, Carnival Corporation will become a Bermuda
exempted company and Carnival Corporation and Carnival plc shareholders will become shareholders of
Bermuda-incorporated Carnival Corporation Ltd. Bermuda law differs from the laws in effect in England
and Wales, Carnival plc’s jurisdiction of incorporation, as well as Panama, Carnival Corporation’s current
jurisdiction of incorporation. In certain circumstances, the laws of Bermuda may offer shareholders different
protections than the laws of England and Wales or the laws of Panama. There are also differences between
the existing organizational documents of Carnival plc and Carnival Corporation and the proposed
organizational documents of Carnival Corporation Ltd. that will be in effect upon the completion of the
DLC Unification and Redomiciliation.
Examples of how we manage and/or mitigate this risk:
• We have developed a detailed implementation plan for the DLC Unification and Redomiciliation,
with assistance from our professional advisors
• We monitor and assess factors that could impact the DLC Unification and Redomiciliation or their
anticipated benefits, and manage and/or mitigate such factors
• We engage and/or communicate with stakeholders to assist them in understanding the potential
benefits and risks associated with the DLC Unification and Redomiciliation
58
Key stakeholders considered:
• Team members
• 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.
In addition, the Boards of Directors consider new ship deliveries and the related future export credit
financings associated with those deliveries and other capital improvements.
The Boards of Directors do not consider going concern to be a critical judgement for the year ended
November 30, 2025. In determining that going concern is not a critical judgment, the Boards of Directors
have considered:
• As of November 30, 2025, the company had $6.4 billion of liquidity including $1.9 billion of cash
and cash equivalents and $4.5 billion available for borrowing under our multicurrency revolving credit
facility. Refer to Note 14 — “Debt and Interest Expense”for additional discussion.
• The business model results in advance bookings which provides the Boards of Directors with
visibility of future expected revenues. Payment terms generally require an initial deposit to confirm a
reservation, with the balance due prior to the commencement of the voyage. We had total customer
deposits of $6.8 billion as of November 30, 2025.
• Continued improved operating results, generating $7.2 billion of adjusted EBITDA in 2025, an
increase of over $1 billion compared to 2024, with continued growth expected in 2026.
• Known financial commitments including debt maturities of approximately $2.6 billion and other
material cash requirements and obligations over the assessment period.
Having taken the above into account the Boards of Directors have modeled a severe but plausible downside
scenario over a three-year horizon, as set out in the Viability assessment described below.
In addition, reverse stress testing has been applied to the going concern model to determine the decline in
adjusted EBITDA that would cause a covenant breach. Such a scenario, and the sequence of events which
could lead to it, is considered to be remote.
As a result of their assessment, management along with the Boards of Directors, have concluded that it
remains appropriate to adopt the going concern basis of accounting in preparing the Carnival plc consolidated
financial statements without any material uncertainty.
Going Concern Statement
In adopting the going concern basis for preparing these financial statements, the Boards of Directors have
considered Carnival Corporation & plc’s business activities, together with factors likely to affect its future
Strategic Report
59
development and performance. After reviewing the current liquidity position, the operating performance of
the cruise brands, financial forecasts, and considering the results of a severe but plausible scenario, the
Boards of Directors have concluded that Carnival Corporation & plc has sufficient liquidity to satisfy its
obligations and are expected to be in compliance with its debt covenants for at least the next twelve months
from the approval of the financial statements. Accordingly, the Boards of Directors continue to adopt the
going concern basis without any material uncertainty in preparing the Carnival plc consolidated IFRS
financial statements.
Viability Assessment
Whilst the Boards of Directors have no reason to believe Carnival Corporation & plc will not be viable over
a longer period, the period over which they considered viability is three years. The principal reasons why
this period was selected are as follows:
• It aligns with management’s typical strategic planning cycle
• Management typically plans its guest sourcing and ship itinerary strategies over a two-to-three-year
horizon
The Boards of Directors considered the circumstances impacting Carnival Corporation & plc during the
year, current and expected operating performance of its brands, current liquidity and projected compliance
with financial covenants.
In addition, the Boards of Directors consider future ship deliveries and the future export credit financings
associated with those deliveries and other capital improvements.
As part of their viability assessment, management along with the Boards of Directors, considered various
scenarios and sensitivity analyses. As a severe but plausible scenario, they considered the effects of lower than
expected revenues, as compared to the base case. In this downside case, management modeled a 5.5%
decrease in cruise revenues (less its most variable costs and on a per unit basis) during the viability period as
compared to the base case. Management also considered various other scenarios, which were consistent
with the principal risks identified in Item 4. “Risk Management and/or Mitigation of Principal and Emerging
Risks,”and assessed the impact on its liquidity and covenant headroom. In addition to these scenarios,
while making their final conclusion on viability, which is summarized below, the Boards of Directors have
considered available liquidity as of November 30, 2025, as well as the ability to refinance future debt maturities,
when and if needed.
Viability Statement
Having undertaken their robust assessment as described above, including a review of their principal risks,
risk appetite and how these risks are managed or mitigated, the Boards of Directors have a reasonable
expectation that Carnival Corporation & plc will be able to continue in operation and satisfy its obligations as
they fall due over the three-year period of their assessment.
The Boards of Directors believes they have made reasonable estimates, assumptions and judgements in
determining its liquidity requirements and cannot make assurances that assumptions used may not change
in future periods. Refer to Carnival Corporation & plc’s Liquidity, Financial Condition and Capital Resources
section for further discussion.
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 27 to 35 of this report.
60
Reporting
requirements
Some of the
applicable policies
and standards which
govern our
approach
Where to find
additional information
relating to our
development,
performance, position,
impact and risk
management
Outcome of Policies
and Standards
Due Diligence
Processes
Environmental
matters
• Health,
Environmental,
Safety, Security
and Sustainability
Policy
• Code of Business
Conduct and
Ethics
• Business Partner
Code of Conduct
• XIX. Sustainability
and Environmental
Impact:
Sustainability goals
progress; Summary
of our environmental
impact; Climate-
related Financial
Disclosures
Pages 20 – 35
• Health,
Environmental,
Safety, Security and
Sustainability
Corporate Policy
Annex A Pages A-7
to A-8
• Mitigation of
Principal and
Emerging risks
(Operational Risk
Factors: c, d)
Pages 50 – 51
(Compliance and
Regulatory Risk
Factors: a, b)
Pages 56 – 58
• 2024 Sustainability
Report
• Making progress
towards our
sustainability goals.
• Maintain our
commitment to
seeking excellence in
compliance,
environmental
protection and in
looking after the
safety, health and
well-being of every
life we touch.
• Internal Control and
Risk Assessment
Page 47
• Committees of the
Boards Annex C
Pages C-5 to C-9
• Culture surveys
Annex C Page C-17
• Hotline for
Reporting Concerns
Annex C Page C-19
• Ethics and
Compliance Page 13
• Health,
Environmental,
Safety, Security and
Sustainability Policy
Annex A Pages A-7
to A-8
Strategic Report
61
Reporting
requirements
Some of the
applicable policies
and standards which
govern our
approach
Where to find
additional information
relating to our
development,
performance, position,
impact and risk
management
Outcome of Policies
and Standards
Due Diligence
Processes
Employees
• Code of Business
Conduct and
Ethics
• Culture Essentials
Conduct and
Ethics
• Speak-up Policy
• Recognition
Philosophy*
• Talent
Development
Philosophy*
• Equal
Opportunity*
• Anti-Harassment
and
Discrimination
Including
Bullying*
• Anticorruption*
• Global Well-being
Standards for
Shipboard
Employees
• Human capital
management and
employees
Pages 11 – 12
• XIX. Sustainability
and Environmental
Impact: 2030
Well-Being, Inclusion
and Belonging Goals
Page 22
• Workforce
Engagement
Annex C Pages C-15
to C-18
• Mitigation of
Principal and
Emerging risks
(Operational Risk
Factors: b, e, h)
Pages 49 – 54
(Compliance and
Regulatory Risk
Factor: a)
Pages 56 – 57
• Commitment to
providing a
welcoming and
inclusive
environment where
people from different
backgrounds,
experiences, and
walks of life can
succeed and
cultivating an
atmosphere of
openness, respect,
and trust.
• Promote a diverse,
safe, and healthy
workplace
Human rights
• Human Rights
Policy
• Modern Slavery
Statement
• Code of Business
Conduct and
Ethics
• Speak Up Policy
• Business Partner
Code of Conduct
• Ethics and
Compliance Page 13
• XIX. Sustainability
and Environmental
Impact: 2030
Well-Being, Inclusion
and Belonging Goals
Page 22
• Corporate and Social
Responsibility
Annex A Pages A-7
to A-9
• Mitigation of
Principal and
Emerging risks
(Operational Risk
Factor: h)
Pages 53 – 54
(Compliance and
Regulatory Risk
Factor: a)
Pages 56 – 57
• Maintain our
commitment to
promote and foster
human rights
62
Reporting
requirements
Some of the
applicable policies
and standards which
govern our
approach
Where to find
additional information
relating to our
development,
performance, position,
impact and risk
management
Outcome of Policies
and Standards
Due Diligence
Processes
Social and
community
matters
• Code of Business
Conduct and
Ethics
• Business Partner
Code of Conduct
• XIX. Sustainability
and Environmental
Impact: 2030
Sustainable Tourism
Goals Page 23
• XIX. Sustainability
and Environmental
Impact: 2030
Biodiversity and
Conservation goals
Page 22
• Corporate and Social
Responsibility
Annex A Pages A-7
to A-9
• Investing in Our
Communities Proxy
Statement Page 8
• Mitigation of
Principal and
Emerging risks
(Operational Risk
Factors: d, i)
Pages 50 – 54
(Compliance and
Regulatory Risk
Factors: a, b)
Pages 56 – 58
• Contributing to a
circular economy,
partnering with the
communities we sail
to and from and
reducing our
environmental
footprint
• Seeking out
meaningful ways to
help address pressing
needs in destination
communities
• Enhance both the
communities where
we work as well as
the port communities
that our ships visit
• Dedication to
creating positive
change through
empowering youth,
enhancing education
and strengthening
families in the
communities where
we live and work
Anti-bribery
and anti-
corruption
• Speak up Policy
• Code of Business
Conduct and
Ethics
• Business Partner
Code of Conduct
• Anticorruption
Policy and
Guidelines*
• Governmental and
Other Regulations
Page 15
• Executive officers
and Corporate
Governance Page 38
• Ethics and
Compliance Page 13
• Hotline for
Reporting Concerns
Annex C Page C-19
• Mitigation of
Principal and
Emerging risks
(Compliance and
Regulatory Risk
Factor: a) Page 56
• Maintaining a strong
ethics and
compliance culture
• Commitment to
comply with all laws
prohibiting bribery
and other corrupt
practices that apply
everywhere we
operate
Description of business model
• Purpose & Mission, Core Values and Priorities
Page 2
• Our Global Cruise Business Page 5
Strategic Report
63
Reporting
requirements
Some of the
applicable policies
and standards which
govern our
approach
Where to find
additional information
relating to our
development,
performance, position,
impact and risk
management
Outcome of Policies
and Standards
Due Diligence
Processes
Non-financial key performance
indicators
• Summary of our Environmental Impact
Pages 25 – 27
• Business Review Statistical Information
Page 40
The policies and standards noted above are available on our corporate website at www.carnivalcorp.com,
other than the policies marked with * which are only available to our employees through our intranet.
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 2025. To provide further insight, we have provided clear cross-referencing to where
more detailed information can be found in this Annual Report.
Discussions between executive management and the Directors regarding decisions relating to our business
strategy, capital structure and other business-related activities also include careful consideration of the
potential risks and impact of those decisions on our financial results. In addition, as part of our risk
assessment framework, our key stakeholders are considered as part of the evaluation of our principal and
emerging risks. Refer to Item 4. Risk Management and/or Mitigation of Principal and Emerging Risks on
page 48 for additional discussion of our risks and key stakeholder considerations.
During 2025, the Directors’oversight of stakeholder relationships and other matters was informed by
regular briefings from executive management and their Committees on various topics including managing
our debt profile, the operating performance of our brands, compliance with laws and regulations, our
sustainability performance, principal and emerging risks including those related to the environment and
emissions, cybersecurity and other critical matters.
Key Stakeholders
The Directors and their Committees recognize the strategic importance of building and maintaining strong
relationships with our stakeholders. We have identified the following key stakeholders based on their
impact on the success of our business model and strategy:
• Communities we serve
• Team members
• Guests and travel agent partners
• Investors and lenders
When making decisions, the Directors have regard to the interests of our key stakeholders and recognize
that effective engagement with our stakeholders is essential to the long-term success of our business. The
Directors consider many factors and balance competing interests in reaching strategic decisions. Refer to the
discussion below within Key Decisions Made by the Directors During the Year for examples of the
Directors’ considerations.
While the Directors are able to engage directly with key stakeholders on some issues, the size and distribution
of our stakeholder group means that stakeholder engagement often happens through executive management.
The Directors regularly receive information and feedback from executive management to help understand
how our operations and decisions affect our stakeholders’interests and in turn, how those interests should
impact future decisions.
a) the likely consequences of any decision in the long-term
The Directors recognize that the decisions made today will have an effect on both our short- and long-term
success. The Directors seek to balance meeting critical short-term objectives while also ensuring we are on
64
course to achieve our long-term strategic vision. During 2025, the Directors and executive management had
particular regard to our long-term success and remained focused on strengthening our balance sheet.
Several years of exceptional performance has significantly strengthened our financial fitness — reducing
debt, achieving strong profitability and double-digit ROIC, surpassing the investment grade threshold and
reinstating our dividend. We are fortifying our position through disciplined cost control and continued
deleveraging. At the same time, our measured investments in newbuilds, major ship midlife refurbishment
enhancements across our cruise lines and destination development, and continued focus on commercial
excellence, are setting the stage for substantial long-term growth and value creation.
The Directors also believe that planning for succession is an important function that will impact our
long-term success. Through careful monitoring and evaluation of performance, we cultivate a strong pipeline
of experienced leaders who understand the complexities of managing global cruise operations. This
systematic approach to talent development allows us to maintain the expertise needed to navigate the
unique challenges of the cruise industry while supporting our commitment to sustainable growth and
operational excellence. Additionally, we have a shoreside leadership development program to foster a high-
performance culture, promote integrity, encourage cross-functional exposure and promote ongoing growth.
Our strategic approach to succession is enhanced by our multi-brand operational structure. This creates
opportunities for leadership development across our organization for potential successors to our senior
management, including our CEO.
Refer to:
• II. Purpose & Mission, Core Values and Priorities on page 2
• XIII. Human Capital Management and Employees on pages 11 – 12
• XIX. Sustainability and Environmental Impact on pages 20 – 35
• Item 5. Going Concern Confirmation and Viability Statement on pages 59 – 60
b) the interests of our team members
We celebrate our global team and are committed to providing a welcoming and inclusive environment where
people from different backgrounds, experiences and walks of life can succeed. We care deeply for our team
members and must always cultivate an atmosphere of openness, respect and trust. We continue to focus on our
Core Values, which are the key actions and behaviors we encourage and reinforce to further strengthen our
culture. We have a Cross Brand Culture and Engagement Survey program featuring a common survey focused
on our Core Values for all of our shipboard and shoreside team members. This comprehensive annual
survey is a key management tool for tracking our cultural health and putting in place initiatives, setting
targets and action plans to improve our culture. The Directors, together with their Committees, also play an
important role in monitoring and assessing our culture to ensure that it is aligned with our strategy, core
values and mission and reviewing management’s actions to improve this alignment. As part of that role, in
2025 the Directors received and reviewed reports on the progress of our Core Values. Further, in 2025 with the
full support of the Directors, we continued our initiatives designed to engage with and care for our team
members. Key areas of focus include Outreach & Wellness, Culture and Staffing. The Directors work closely
with management to balance the needs of the business with that of its workforce, shareholders and other
stakeholders.
Refer to:
• II. Purpose & Mission, Core Values and Priorities on page 2
• XIII. Human Capital Management and Employees on pages 11 – 12
• XIV. Ethics and Compliance on page 13
• Employees and Workforce Engagement in Annex C — Carnival plc Corporate Governance Report
of the Proxy Statement on pages C-15 to C-18
• Key Decisions Made by the Directors During the Year on pages 68 – 69
c) the need to foster our business relationships with guests and travel agent partners, suppliers and others
Guests and Travel Agent Partners
Guest feedback and research support the development of our overall marketing and business strategies to
drive demand for cruises and increase the number of first-time cruisers. Our goal has always been to increase
consumer awareness for cruise vacations and further grow our share of their vacation spend. We proactively
gather and evaluate guest feedback about their cruise experiences for valuable insights on key drivers of
Strategic Report
65
guest loyalty and satisfaction, with a focus on continuous improvement. We closely monitor our NPS which
reflect the likelihood that our guests will recommend our brands’ cruise products and services to friends
and family, including those new-to-cruise. Our NPS takes into account a number of products and services
our brands offer including embarkation and disembarkation experiences, shipboard team member service,
dining options, entertainment and onboard activities. Evaluating our NPS results provides executive
management with invaluable information necessary to make important strategic decisions regarding our
product offerings. The Directors also receive reports regarding our NPS results, guest research and executive
management’s related actions. To reward loyal and repeat guests, all of our brands offer past recognition
programs with various special incentives.
Strong relationships with our travel agent partners are also an integral part of our long-term cruise
distribution network and are critical to our success. We utilize local sales teams to motivate travel agents to
support our products and services with competitive pricing, promotional policies and joint marketing and
advertising programs. All of our brands have internet booking engines to allow travel agents to book our
cruises. We also employ a wide variety of educational programs, including websites, seminars and videos, to
train agents on our cruise brands and their products and services. In 2025, we held a variety of trainings
and educational programs to continue to support and develop our travel agent partners, including ship visits
to familiarize our travel agent partners with our products and services. The Directors are provided with
periodic updates regarding our travel agent partners and our cruise distribution strategies.
Suppliers
Our relationships with suppliers are key to our business in providing critical goods and services, which are
paramount in our ability to deliver exceptional cruise experiences to our guests. Our suppliers provide a range
of goods from materials to support the refurbishment and enhancements of our ships and to build new
and innovative ships to the reliable and consistent supply of fuel as well as food and beverage globally, all
while maintaining our quality standards. We aim to engage with suppliers to build mutually beneficial
relationships and to create strategic partnerships across our global organization, utilizing preferred supplier
agreements to underpin such relationships.
Our Business Partner Code of Conduct applies to all of our suppliers and other business partners. It
outlines our expectation that our suppliers will respect and follow applicable laws and regulations and
promote ethical decisions in all aspects of their business. The Compliance Committees review results of
compliance with our Business Partner Code of Conduct. We also have a Responsible Sourcing Policy (“RSP”)
that builds on our Business Partner Code of Conduct and our human rights and environmental practices.
The RSP establishes a framework that helps us monitor compliance with our standards. It is designed to
ensure that our sourcing practices are aligned with our business priorities, core values and sustainability goals.
The RSP also addresses labor, environmental, business ethics, management systems and health and safety
risks.
Others (Government & Regulators)
Our ships and operations are subject to numerous international, national, state and local laws, regulations,
treaties and other legal requirements, as well as voluntary agreements, which govern health, environmental,
safety and security matters in relation to our guests, crew and ships. We are committed to complying with
all relevant requirements.
We continue to work closely with governments and regulators, including those of the communities we serve.
We maintain our commitment to seek excellence in compliance, environmental protection and in looking
after the safety, health and well-being of every life we touch.
Refer to:
• II. Purpose & Mission, Core Values and Priorities on page 2
• X. Marketing Activities on page 10
• XI. Sales Channels on page 11
• XII. Suppliers on page 11
• XVIII. Governmental and Other Regulations on pages 15 – 20
• Key Decisions Made by the Directors During the Year on pages 68 – 69
66
d) the impact of our operations on the community and the environment
Achieving our Purpose and Mission starts with being responsible corporate citizens and strong stewards of
our planet. That means preserving our environment, caring for our guests, our communities and our team,
upholding the laws that govern our business and holding ourselves to the highest standards.
The HESS Committees assist the Directors in monitoring our health, environmental, safety, security and
sustainability policies, programs and initiatives, and compliance with related legal and regulatory requirements.
Our Chief Executive Officer and the other Directors are responsible for oversight of climate-related
matters. The SRE Committee, provides quarterly updates to the Directors regarding management of climate-
related risks and opportunities.
In 2021, with the support of the Directors, we established sustainability goals for 2030. Since then, we have
achieved several goals ahead of schedule, accelerated the timeline of others and established intermediate goals.
In 2025, we reduced our GHG emission intensity on a lower berth distance basis by over 20% and on an
ALBD basis by 21% relative to our 2019 baseline. Relative to 2008, our GHG emissions per ALBD have been
reduced by 44% while our capacity has grown by 64%.
We are working to further reduce our absolute GHG emissions. We reduced our absolute GHG emissions
from ship fuel by approximately 15% as compared to our peak year of 2011 despite capacity growth of nearly
38% over the same period. Additionally, we are pursuing our aspiration of net zero emissions from ship
operations by 2050, aligned with the IMO Strategy. Achieving this goal will require energy sources and
technologies that do not yet exist at scale. While fossil fuels are currently the only scalable and commercially
viable option for our industry, we are closely monitoring technology developments and pioneering
important sustainability initiatives in the cruise industry. We have leveraged third-party studies and partnered
with companies and other organizations to help identify and scale new technologies. For example, we
implemented maritime scale battery technology and are working with classification societies and other
stakeholders to assess lower GHG emission fuel options for cruise ships and assessing carbon capture and
storage technologies. We have successfully used biofuel as a replacement for fossil fuel on 8 ships since 2022.
The certified biofuels used offer environmental benefits compared to using fossil fuels alone through their
lifecycle GHG reductions. These biofuels can be used in existing ship engines without modifications to the
engine or fuel infrastructure, including on ships already in service.
To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the
maritime industry; however, there are significant supply and cost challenges that must be resolved before
viability is reached. Without clarity on low and zero carbon fuel availability, we are not currently able to make
absolute emissions reduction commitments along a prescribed timeline. In our view, a commitment to
achieve an absolute greenhouse gas emission reduction pathway without a clear understanding of how this
will be achieved is not aligned with our approach to goal setting. While we continue to pursue our aspiration
of net zero emissions from ship operations, our defined goals and targets are set based on feasible, achievable,
and available pathways based on existing and emerging technologies, available fuel alternatives and proven
infrastructure. The Directors continue to believe our scale will support our effort to lead the industry in
climate action.
Refer to:
• II. Purpose & Mission, Core Values and Priorities on page 2
• XIX. Sustainability and Environmental Impact on pages 20 – 35
• Key Decisions Made by the Directors During the Year on pages 68 – 69
e) the desirability of maintaining a reputation for high standards of business conduct
We protect what matters — our people, our company and our planet — treating everyone with dignity and
respect. Achieving our Purpose and Mission starts with being responsible corporate citizens and strong
stewards of our planet. That means preserving our environment, caring for our guests, our communities
and our team, upholding the laws that govern our business and holding ourselves to the highest standards.
The Directors and executive management acknowledge their responsibility for setting and monitoring the
culture, core values and reputation of our business. The Compliance Committees assist the Directors with
oversight of activities that are designed to promote ethical conduct, a high level of integrity, and compliance
with laws, regulations and policies applicable to us, and also provides functional oversight of our Global
Ethics & Compliance department. We have a Code of Business Conduct and Ethics that applies to all of our
team members, including our executive management and the Directors. We also have Core Values, which
Strategic Report
67
are the key actions and behaviors we encourage and reinforce to further strengthen our culture and have
initiatives where brand leaders and executive management meet with their direct reports to discuss these key
behaviors.
Refer to:
• II. Purpose & Mission, Core Values and Priorities on page 2
• XIV. Ethics and Compliance on page 13
• XIX. Sustainability and Environmental Impact on pages 20 – 35
• I. Executive Officers and Corporate Governance on page 38
• Annex A — Carnival plc Directors’ Report of the Proxy Statement: Corporate and Social
Responsibility on pages A-7 to A-9
• Annex C — Carnival plc Corporate Governance Report of the Proxy Statement: Workforce
Engagement on pages C-15 to C-18
f) the need to act fairly between our members
It is critical that both existing and potential investors understand our strategy. During 2025, our Chair of
the Boards, CEO, Senior Independent Director and Presiding Director (who is also the Chair of our
Compensation Committees) and certain members of senior management held various meetings with
investors. These meetings gave investors and lenders the opportunity to discuss our strategic, financial and
operating priorities, progress on our environmental, health, safety and sustainability initiatives and other
topics of importance to our business and our stakeholders. Our Investor Relations team maintains open
communication with equity and debt investors as well as equity, credit and sustainability analysts to
understand investors’views of our business. Our Treasury team has regular interactions with global banks,
debt investors and credit rating agencies. Additionally, presentations are made to representatives of the
investment community periodically in the U.S., the UK and elsewhere.
Refer to:
• II. Purpose & Mission, Core Values and Priorities on page 2
• Annex C — Carnival plc Corporate Governance Report of the Proxy Statement: Relations with
Shareholders on pages C-13 to C-14
Key Decisions Made by the Directors During the Year
Debt Refinancing Strategy
In the face of the unprecedented global impact of COVID-19, executive management and the Directors
took significant actions to ensure sufficient liquidity to remain viable, including completing various capital
market transactions resulting in a substantial increase in our debt balance compared to historical levels. After
completing the gradual resumption of our guest cruise operations in 2023, the Directors and executive
management shifted focus to returning to strong profitability.
In early 2025, as part of the ongoing strategic planning process, executive management presented to the
Directors a debt refinancing strategy to rebuild our investment grade balance sheet. The main objectives of
the debt refinancing strategy were to:
• Lower our interest expense
• Manage our debt maturity towers
• Eliminate encumbered assets
• Remove restrictive covenants from our debt agreements
Executive management and the Directors agreed moving forward with the debt refinancing strategy as it
would increase investor confidence and was in the best interest of our stakeholders and long-term success.
In determining how to prioritize the various aspects of the debt refinancing strategy, executive management
and the Directors reviewed short- and long-term scenario analyses, including the viability assessment,
discussed the current and expected liquidity levels as well as the optimal liquidity levels needed to run the
business. As a result of these discussions, it was determined the debt refinancing strategy was the best use of
our available/excess liquidity and would help us return to investment-grade leverage metrics.
68
With alignment from the Directors, executive management was able to capitalize on favorable market
conditions during the year and opportunistically accelerate the timing of its planned efforts. During 2025,
we successfully executed our refinancing strategy completing numerous transactions, including renewing and
upsizing our revolver and delivering on the objectives of the strategy.
Section 172 considerations:
Long-term success
Key stakeholders considered:
Investors and Lenders
This Strategic Report has been approved by the Board.
By order of the Board
Micky Arison
Chair of the Board of Directors
January 27, 2026
Strategic Report
69
INTRODUCTORY NOTE TO THE CARNIVAL PLC IFRS FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2025
The Carnival plc consolidated Group IFRS Financial Statements on pages 71 to 107 and standalone
parent company Financial Statements on pages 108 to 122 are required to satisfy reporting
requirements of the Companies Act 2006 and incorporate the results of Carnival plc and its subsidiaries
and, accordingly, do not include the IFRS consolidated results and financial position of Carnival
Corporation and its subsidiaries.
The Directors of Carnival plc consider that within the Carnival Corporation and Carnival plc dual
listed company arrangement, the most appropriate presentation of Carnival plc’s results and financial
position is by reference to the Carnival Corporation & plc U.S. GAAP consolidated financial
statements (“DLC Financial Statements”), which are included in the Annual Report, but do not form
part of these Carnival plc financial statements.
70
71
Carnival plc
Financial Statements
GROUP STATEMENTS OF INCOME
(in millions, except per share data)
Years Ended November 30, | |||
Notes | 2025 | 2024 | |
Revenues | |||
Passenger ticket ........................... | $ | $ | |
Onboard and related ....................... | |||
Total Revenues ............................. | 3 | ||
Cruise and tour operating expenses: | |||
Commissions, transportation and related ....... | |||
Onboard and related ...................... | |||
Payroll and related ....................... | |||
Fuel ................................. | |||
Food ................................. | |||
Property and equipment impairment reversals .... | 10 | ( | |
Gain on sales of ships ..................... | ( | ( | |
Other operating ......................... | |||
Total Cruise and tour operating expenses .......... | |||
Selling and administrative expense .............. | 3 | ||
Depreciation and amortisation expense .......... | 3 | ||
Operating Income ........................... | |||
Interest income ........................... | |||
Income from investments in associates ........... | |||
Interest expense ........................... | ( | ( | |
Other (expense) income, net .................. | 4 | ( | |
Income Before Income Taxes .................... | |||
Income tax benefit, net ...................... | 5 | ||
Net Income ................................ | $ | $ | |
Earnings Per Share | |||
Basic .................................. | 6 | $ | $ |
Diluted ................................. | 6 | $ | $ |
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.
72
CARNIVAL PLC
GROUP STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Years Ended November 30, | ||
2025 | 2024 | |
Net Income ............................................ | $ | $ |
Other Comprehensive Income (Loss) | ||
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 ............................ | ( | |
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.
73
Carnival plc
Financial Statements
CARNIVAL PLC
GROUP BALANCE SHEETS
(in millions)
November 30, | |||
Notes | 2025 | 2024 | |
ASSETS | |||
Current Assets | |||
Cash and cash equivalents ................................ | 7 | $ | $ |
Trade and other receivables, net ............................. | 8 | ||
Inventories ......................................... | 9 | ||
Prepaid expenses and related ............................... | |||
Amount owed from 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 .............................. | 16 | ||
Customer deposits ..................................... | |||
Total current liabilities ................................. | |||
Non-Current Liabilities | |||
Long-term debt ...................................... | 14 | ||
Long-term lease liabilities ................................ | 11 | ||
Provisions .......................................... | 23 | ||
Other long-term liabilities ................................ | 18 | ||
Total non-current liabilities .............................. | |||
Shareholders’ Equity | |||
Share capital ........................................ | 19 | ||
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 23, 2026 and signed on their behalf by
Micky Arison
Josh Weinstein
Chair of the Boards of Directors
January 27, 2026
Chief Executive Officer and Director
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.
74
CARNIVAL PLC
GROUP STATEMENTS OF CASH FLOWS
(in millions)
Years Ended November 30, | |||
Notes | 2025 | 2024 | |
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 ..................... | 21 | ||
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 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.
75
Carnival plc
Financial Statements
CARNIVAL PLC
GROUP STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in millions)
Reserves |
||||||||||
Cash |
Total |
|||||||||
Share |
Share |
Retained |
Translation |
flow |
Treasury |
Other |
Merger |
shareholders’ |
||
capital |
premium |
earnings |
reserve |
hedges |
shares |
reserves |
reserve |
Total |
equity |
|
At November 30, 2023 .... |
$ |
$ |
$ |
$ ( |
$ |
$ ( |
$ |
$ ( |
$ |
|
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 November 30, 2024 .... |
( |
( |
( |
|||||||
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
76
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, Princess Cruises, and Seabourn.
Carnival Corporation and Carnival plc operate a dual listed company (“DLC”) arrangement, whereby the
businesses of Carnival Corporation and Carnival plc are combined through a number of contracts and
provisions in Carnival Corporation’s Articles of Incorporation and By-Laws and Carnival plc’s Articles
of Association. The two companies operate as a single economic enterprise with a single senior management
team and identical Boards of Directors, but each has retained its separate legal identity. Carnival
Corporation’s shares of common stock are publicly traded on the New York Stock Exchange (“NYSE”)
and Carnival plc’s ordinary shares are publicly traded on the London Stock Exchange. The Carnival plc
American Depositary Shares are traded on the NYSE.
The constitutional documents of each company provide that, on most matters, the holders of the common
equity of both companies effectively vote as a single body. The Equalization and Governance Agreement
between Carnival Corporation and Carnival plc provides for the equalization of dividends and liquidation
distributions based on an equalization ratio and contains provisions relating to the governance of the DLC
arrangement. Because the equalization ratio is 1 to 1, one share of Carnival Corporation common stock
and one Carnival plc ordinary share are generally entitled to the same distributions.
Under deeds of guarantee executed in connection with the DLC arrangement, as well as stand-alone
guarantees executed since that time, each of Carnival Corporation and Carnival plc have effectively cross
guaranteed all indebtedness and certain other monetary obligations of each other. Once the written demand
is made, the holders of indebtedness or other obligations may immediately commence an action against
the relevant guarantor.
Under the terms of the DLC arrangement, Carnival Corporation and Carnival plc are permitted to transfer
assets between the companies, make loans to or investments in each other and otherwise enter into
intercompany transactions. In addition, the cash flows and assets of one company are required to be used
to pay the obligations of the other company, if necessary.
The Boards of Directors consider that, within the DLC arrangement, the most appropriate presentation of
Carnival plc’s results and financial position is by reference to the U.S. generally accepted accounting principles
(“U.S. GAAP”) DLC Financial Statements because all significant financial and operating decisions
affecting the DLC companies are made on a joint basis to optimize the consolidated performance as a
single economic entity. Accordingly, the DLC Financial Statements are provided to shareholders as
supplementary information, which are included in the Carnival plc Annual Report, but do not form part of
these Carnival plc financial statements.
In December 2025, following a review of the corporate structure, the Boards of Directors of Carnival
Corporation and Carnival plc recommended unifying the dual listed company under a single corporate
entity, Carnival Corporation, listed solely on the New York Stock Exchange, with Carnival plc as its wholly-
owned UK subsidiary. Under this plan, Carnival plc shareholders would receive Carnival Corporation
shares on a one-for-one basis, and Carnival plc shares and American Depositary Receipts would be de-listed
from both the London Stock Exchange and the New York Stock Exchange, respectively. These proposals
will be subject to certain conditions, including the approval of shareholders and receipt of regulatory and UK
77
Carnival plc
Financial Statements
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
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) |
78
The cost of ships under construction includes progress payments for the construction of new ships, as well
as design and engineering fees, capitalized interest, construction oversight costs and various owner supplied
items. Any liquidated damages received from shipyards are recorded as reductions to the cost basis of the
ship.
We have a capital program for the improvement of our ships and for asset replacements to enhance the
effectiveness and efficiency of our operations; to comply with, or exceed, all relevant legal and statutory
requirements related to health, environment, safety, security and sustainability; and to gain strategic benefits
or provide improved product innovations to our guests. We account for ship improvement costs, including
replacements of certain significant components and parts by capitalizing those costs that add value to our
ships and have a useful life greater than one year and depreciating those improvements over their estimated
remaining useful life.
The costs of repairs and maintenance, including minor improvement costs and expenses incurred during dry-
docks, are charged to expense as incurred and included in other operating expenses. These minor dry-dock
expenses primarily represent maintenance activities that are incurred when a ship is taken out-of-service for
scheduled maintenance.
In addition, specifically identified or estimated cost and accumulated depreciation of previously capitalized
ship components are written-off upon retirement, which may result in a loss on disposal that is also
included in other operating expenses.
Given the large size and complexity of our ships, ship accounting estimates require judgment and are
inherently uncertain. We do not have cost segregation studies performed to specifically componentize our
ships. In addition, since we do not separately componentize our ships, we do not identify and track
depreciation of original ship components. Therefore, we typically have to estimate the net book value of
components that are retired, based primarily upon their replacement cost, their age and their original
estimated useful lives.
As of November 30, 2025, we have estimated our ships’useful lives at 30 years and residual values at 15% of
our original ship cost. Our ships’useful life and residual value estimates take into consideration the
estimated weighted-average useful lives of the ships’major component systems, such as hull, superstructure,
main electric, engines and cabins. We also take into consideration the impact of technological changes,
historical useful lives of similarly-built ships, long-term cruise and vacation market conditions and regulatory
changes, including those related to the impact of greenhouse gases and other emissions on the environment.
We determine the residual value of our ships based on our long-term estimates of their resale value at the
end of their useful lives to us but before the end of their physical and economic lives to others, historical resale
values of our and other cruise ships as well as our expectations of the long-term viability of the secondary
cruise ship market.
We review estimated useful lives and residual values of our ships for reasonableness at the period end or
whenever events or circumstances indicate a revision is warranted. In December 2025, we completed such
review considering the period over which we expect to operate our ships and our long-term plans. As a result,
we determined our ships’depreciable lives would be extended to 35 years. In connection with the increase
in estimated useful life, we reduced our estimated residual value of each ship to be 5% of our original ship cost
for LNG powered ships and a range of salvage values under $25 million for all other ships, depending on
the class and tonnage of the ship. This revision did not have a material impact on our financial statements and
has been applied prospectively beginning December 1, 2025.
Occasionally we transfer ships from Carnival plc to Carnival Corporation. The group’s accounting policy
with regard to such transfers is that they take place at the higher of their net book value or fair value.
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
79
Carnival plc
Financial Statements
Where an assessment is performed at the CGU level, we compare the carrying amount of the net assets
allocated to each CGU (inclusive of ships) with its recoverable amount. The estimated recoverable amount
is the higher of the cruise brands’ fair value less costs of disposal and its value in use. If the recoverable
amount is greater than the cruise brand net asset carrying value, then the value of the assets is deemed
recoverable. Judgement is required in estimating the recoverable amounts of our CGUs. Assessments are
made at a CGU level as individual ships’ cash flows are dependent both upon shore-based assets that support
the operation of the ships and the itineraries each ship operates, which is determined based upon plans for
ships in the CGU and for which we have the ability to change over time.
If estimated discounted future cash flows are less than the carrying value of a ship, an impairment charge is
recognized to the extent its carrying value exceeds its estimated recoverable amount.
If, subsequent to impairment, there has been a change in the estimates used to determine our ships’
recoverable amount, then the carrying amount of the ship may be increased by the reversal of the impairment.
The reversal is limited to the carrying amount that would have been determined had no impairment loss
been recognized for the ship in prior years. Determination of future cash flows and fair values of our cruise
Substantially all of our leases for which we are the lessee are leases of port facilities and real estate and are
included within right-of-use assets, net, long-term lease liabilities and the current portion of lease liabilities in
our Consolidated Balance Sheets. We determine if an arrangement is or contains a lease at the lease
inception date by evaluating whether the arrangement conveys the right to use an identified asset and
whether we obtain substantially all of the economic benefits from and have the ability to direct the use of
the asset.
We have port facilities and real estate lease agreements with lease and non-lease components, and in such
cases, we account for the components as a single lease component.
We do not recognize right-of-use assets and lease liabilities for any leases that have an initial term of
twelve months or less and do not include an option to purchase the underlying asset. For some of our port
facilities and real estate lease agreements, we have the option to extend our current lease term by 1 to 10 years.
Generally, we do not include renewal options as a component of our present value calculation as we are
not reasonably certain that we will exercise the options.
As our leases do not have a readily determinable implicit rate, we estimate the incremental borrowing rate
(“IBR”) to determine the present value of lease payments. We apply judgement in determining the IBR
including considering the term of the lease, the currency in which the lease is denominated, and the impact of
collateral and our credit risk on the rate.
Certain of our agreements stipulate potential future increases in variable lease payments based on an index
or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments
based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use
asset.
We depreciate our right-of-use assets on a straight-line basis over the shorter of the asset’s useful life and
the lease term. Lease payments are allocated between principal and finance cost. The finance cost is charged
to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining
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
80
matters may be resolved for amounts different from any provisions or disclosures that we may have made.
In addition, as new information becomes available, we may need to reassess the amount of asset or liability
that needs to be accrued related to our contingencies. Refer to Note 23 — “Contingencies” for additional
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 have in the
past and may in the future use interest rate swaps primarily to manage our interest rate exposure to
achieve a desired proportion of fixed and floating rate debt. Our policy is to not use financial instruments
for trading or other speculative purposes.
in the fair value of the derivative is recognized as a component of other comprehensive income (“OCI”) until
the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable. If
a derivative or a non-derivative financial instrument is designated as a hedge of our net investment in a foreign
operation, then changes in the effective portion of the fair value of the financial instrument are recognized
as a component of OCI to offset the change in the translated value of the designated portion of net investment
being hedged until the investment is sold or substantially liquidated, while the impact attributable to
components excluded from the assessment of hedge effectiveness is recorded in interest expense, on a
systematic and rational basis. For derivatives that do not qualify for hedge accounting treatment, the change
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
81
Carnival plc
Financial Statements
for certain emissions inside EU waters (as defined in the ETS). Emission allowances are recognized at cost
as non-current assets and included in emission allowances in our Consolidated Balance Sheets. Purchases of
emission allowances are classified as operating activities in our Consolidated Statements of Cash Flows.
Emission obligations are recognized as the emissions are generated and are included in accrued liabilities and
related and other long-term liabilities. The funded portion of the emission obligations are measured at the
carrying value of the emission allowances and the unfunded portion of emission obligations is measured at
the fair value of emission allowances necessary to settle. We record expense for emissions in EU waters in
fuel expense in the period incurred. Emission allowances and obligations are derecognized when surrendered
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 expenses of a voyage are recognized as cruise expenses,
upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in
excess of ten nights. The impact of recognizing these shorter duration cruise revenues and expenses on a
completed voyage basis versus on a pro rata basis is not material. Certain of our product offerings are bundled
and we allocate the value of the bundled services and goods between passenger ticket revenues and onboard
and related revenues based upon the estimated standalone selling prices of those goods and services.
Guest cancellation fees, when applicable, are recognized in passenger ticket revenues at the time of
cancellation.
Our sales to guests of air and other transportation to and from airports near the home ports of our ships
are included in passenger ticket revenues, and the related expenses of these services are included in
transportation expenses. The proceeds that we collect from the sales of third-party shore excursions are
included in onboard and related revenues and the related expenses are included in onboard and related
expenses. The amounts collected on behalf of our onboard concessionaires, net of the amounts remitted to
them, are included in onboard and related revenues as concession revenues. All of these amounts are
recognized on a completed voyage or pro rata basis as discussed above.
Revenues and expenses from our hotel and transportation operations, which are included in our Tour and
Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior
to the commencement of the voyage. We also offer our guests the advance purchase of onboard and other
services. Cash received from guests in advance of the cruise is recorded in customer deposits and in other
82
We recognize incremental travel agent commissions and credit and debit card fees incurred as a result of
obtaining the ticket contract as assets when paid prior to the start of a voyage. We record these amounts
within prepaid expenses and related and subsequently recognize these amounts as commissions, transportation
and related at the time of revenue recognition or at the time of voyage cancellation. We had incremental
costs of obtaining contracts with customers recognized as assets of $90 million and $82 million as of
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 $408 million in 2025 and $395 million in 2024.
Administrative expenses represent the costs of our shoreside support, reservations and other administrative
functions, and include salaries and related benefits, professional fees and building occupancy costs, which are
We recognize compensation expense for, equity settled, share-based compensation awards using the fair
value method. For time-based share awards, we recognize compensation cost ratably using the straight-line
attribution method over the expected vesting period or to the retirement eligibility date, if earlier than the
vesting period. For performance-based share awards, we recognize compensation cost ratably using the
straight-line attribution method over the expected vesting period based on our estimate of performance
conditions. If all or a portion of the performance condition is not expected to be met, the appropriate amount
of previously recognized compensation expense is reversed and future compensation expense is adjusted
accordingly. In addition, performance-based share awards for which the accounting grant date is not
established at the time of the award are remeasured at the end of each reporting period. For market-based
share awards, we recognize compensation cost ratably using the straight-line attribution method over the
expected vesting period. Compensation expense will be recognized, even if the target market-based
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
83
Carnival plc
Financial Statements
lives of employees and financing costs are recognized in the periods within which they arise. To the extent
that the benefits vest immediately, the expense is recognized immediately.
Defined contribution plan expenses are recognized in the period to which they relate. We contribute to these
plans based on employee contributions, salary levels and length of service. The assets of these plans are
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 (balance
is a payable from Carnival plc) or an investing activity from Carnival plc to Carnival Corporation (balance
The preparation of these financial statements in conformity with IFRS as adopted in the UK requires
management to make judgements and estimates that affect the application of policies and reported and
disclosed amounts in these financial statements. These judgments and estimates are based on management’s
best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual
results may differ materially from the amounts included in the financial statements.
Key judgements and estimates are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and future periods.
Significant accounting estimates are those with a significant risk of resulting in a material adjustment to the
carrying amounts of assets and liabilities within the next year. In 2025, there were no significant accounting
estimates or critical accounting judgements as defined under IAS 1. Other areas of estimation uncertainty
include the determination of ships useful life and residual values as recognition and measurement are
In preparing these financial statements, management has considered the expected impacts of climate change
and the steps necessary to achieve Carnival Corporation & plc’s 2030 Climate Action Goals. Management
84
has considered the expected impacts of climate change on a number of estimates within the financial
statements, including:
• Estimates related to our future liquidity requirements and viability (refer to Item 5. Going Concern
Confirmation and Viability Statement of the Strategic Report)
• Estimates related to the useful life and residual value of ships (refer to Note 10 — “Property and
Equipment”)
The following specific points were considered:
• Carnival Corporation & plc’s ongoing newbuild program, which includes deliveries of larger-more
efficient ships over the coming years, has been and will continue to be a factor in management’s
expected ability to achieve Carnival Corporation & plc’s GHG intensity reduction goals
• Carnival Corporation & plc’s ongoing investment in energy efficiency projects for its existing fleet
• The current status of recently enacted and various pending environmental regulations which will
materially impact Carnival Corporation & plc’s future cash flows. Refer to XVIII. Governmental and
The International Accounting Standards Board (“IASB”) has issued amendments to the standard, IAS 1,
Presentation of Financial Statements
—
Classification of Liabilities as Current or Non-current
, providing a
more general approach to the classification of liabilities based on the contractual agreements in place at the
reporting date. On December 1, 2024, we adopted this guidance. The adoption of this guidance had no
impact on our consolidated financial statements.
The IASB has issued amendments to the standards, IAS 7,
Statement of Cash Flows
and IFRS 7,
Financial
Instruments: Disclosures
—
Supplier Finance Arrangements
. These amendments require that an entity disclose
information about its supplier finance arrangements that enables users of financial statements to assess the
effects of those arrangements on the entity’s liabilities and cash flows and the entity’s exposure to liquidity
risk. On December 1, 2024, we adopted this guidance. The adoption of this guidance had no impact on
our consolidated financial statements.
The IASB has issued amendments to the standard, IAS 21,
The Effects of Changes in Foreign Exchange
Rates
—
Lack of Exchangeability
. These amendments specify how to assess whether a currency is
exchangeable and how to determine the exchange rate when it is not. These amendments require that an
entity disclose information that enables users of its financial statements to evaluate how currencies lacking
exchangeability affect, or are expected to affect, the entity’s financial performance, financial position, and
cash flows. These amendments are required to be adopted by us beginning December 1, 2025. The adoption
of this guidance will not have an impact on our consolidated financial statements.
The IASB has issued amendments to the standards, IFRS 9,
Financial Instruments
and IFRS 7,
Financial
Instruments: Disclosures — Amendments to the Classification and Measurement of Financial Instruments.
These amendments clarify the recognition and derecognition criteria for financial assets and liabilities, and
the classification of financial assets with environmental, social and corporate governance and similar
features. In addition, the amendments require additional disclosures for financial assets and liabilities with
contractual terms that reference a contingent event and equity instruments classified at fair value through
other comprehensive income. These amendments are required to be adopted by us beginning December 1,
2026. We are currently evaluating the impact of these amendments on our consolidated financial statements.
The IASB has issued amendments to the standards, IFRS 9,
Financial Instruments
and IFRS 7,
Financial
Instruments: Disclosures — Contracts Referencing Nature-dependent Electricity.
These amendments clarify
certain own-use requirements and hedge accounting requirements for contracts for nature-dependent
renewable electricity. In addition, the amendments require additional disclosures for contracts for nature-
dependent electricity with specified characteristics. These amendments are required to be adopted by us
beginning December 1, 2026. We are currently evaluating the impact of these amendments on our consolidated
financial statements.
85
Carnival plc
Financial Statements
The IASB has issued the following standards and amendments that have not been adopted in the UK:
• IFRS 18,
Presentation and Disclosure in Financial Statements
(effective date January 1, 2027)
• IFRS 19,
Subsidiaries without Public Accountability: Disclosures
(effective date January 1, 2027)
• Amendments to IAS 21,
Translation to Hyperinflationary Presentation Currency
(effective date
As previously discussed, within the DLC arrangement the most appropriate presentation of Carnival plc’s
results and financial position is by reference to the DLC Financial Statements. The chief operating decision
maker (“CODM”), who is the Chief Executive Officer of Carnival Corporation and Carnival plc, assesses
performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of
the U.S. GAAP results across all of the segments. The operating segments within each of our reportable
segments have been aggregated based on the similarity of their economic and other qualitative characteristics,
including geographic guest sourcing. Carnival Corporation & plc has four reportable segments comprised
of (1) North America cruise operations (“North America”), (2) Europe cruise operations (“Europe”),
(3) Cruise Support and (4) Tour and Other.
The Cruise Support segment includes Carnival Corporation & plc’s portfolio of leading port destinations
and exclusive islands as well as other services, all of which are operated for the benefit of its cruise brands. The
Tour and Other segment represents the hotel and transportation operations of Holland America Princess
Alaska Tours and other operations.
Selected information for the Carnival Corporation & plc segments and the reconciliation to the corresponding
Carnival plc amounts as of and for the years ended November 30 was as follows:
Depreciation | |||||||
Operating | Selling and | and | Operating | Capital | Total | ||
(in millions) | Revenues | expenses | administrative | amortisation | income | expenditures | assets |
2025 | |||||||
North America (a) ..... | $ 17,604 $ | 10,538 | $ 1,965 | $ 1,818 | $ 3,284 | $ 2,367 | $ 31,400 |
Europe ............ | 8,467 | 5,021 | 1,042 | 746 | 1,658 | 557 | 16,030 |
Cruise Support ....... | 309 | 211 | 378 | 200 | (481) | 647 | 3,836 |
Tour and Other ....... | 241 | 177 | 17 | 26 | 22 | 41 | 421 |
Carnival Corporation & | |||||||
plc – U.S. GAAP ...... | 26,622 | 15,947 | 3,401 | 2,790 | 4,483 | 3,611 | 51,687 |
Carnival Corporation – | |||||||
U.S. GAAP (b) ...... | (16,602) | (9,702) | (2,247) | (2,011) | (2,642) | (2,937) | (34,020) |
Carnival plc – U.S. | |||||||
GAAP vs IFRS | |||||||
differences (c) ....... | — | (99) | (12) | 31 | 79 | — | (1,102) |
Carnival plc – IFRS .... | $ 10,019 $ | 6,146 | $ 1,143 | $ 810 | $ 1,921 | $ 675 | $ 16,566 |
2024 | |||||||
North America (a) ..... | $ 16,802 $ | 10,555 | $ 1,952 | $ 1,664 | $ 2,631 | $ 3,943 | $ 30,892 |
Europe ............ | 7,710 | 4,734 | 961 | 676 | 1,340 | 270 | 15,042 |
Cruise Support ....... | 255 | 156 | 320 | 193 | (414) | 382 | 2,732 |
Tour and Other ....... | 255 | 193 | 19 | 24 | 18 | 32 | 390 |
Carnival Corporation & | |||||||
plc – U.S. GAAP ...... | 25,021 | 15,638 | 3,252 | 2,557 | 3,574 | 4,626 | 49,057 |
Carnival Corporation – | |||||||
U.S. GAAP (b) ...... | (15,609) | (9,323) | (2,140) | (1,878) | (2,268) | (3,571) | (34,637) |
Carnival plc – U.S. | |||||||
GAAP vs IFRS | |||||||
differences (c) ....... | — | (387) | (12) | 79 | 321 | — | (825) |
Carnival plc – IFRS .... | $ 9,413 $ | 5,928 | $ 1,100 | $ 758 | $ 1,627 | $ 1,056 | $ 13,594 |
(a)
In 2025, we renamed the North America and Australia segment to the North America segment.
(b)
Carnival Corporation consists primarily of cruise brands that do not form part of the Group; however,
these brands are included in Carnival Corporation & plc and thus represent reconciling items.
(c)
The U.S. GAAP vs IFRS accounting differences substantially all relate to differences in the carrying
value of ships and resulting depreciation expense and lease accounting.
86
Revenue by country, which are based on where our guests are sourced, were as follows:
Years Ended November 30, | ||
(in millions) | 2025 | 2024 |
Germany ................................................ | $ 3,298 | $ 3,018 |
United Kingdom ........................................... | 2,536 | 2,254 |
Australia ................................................. | 1,042 | 1,156 |
Other (a) ................................................ | 3,142 | 2,984 |
$ 10,019 | $ 9,413 | |
(a)
No other individual country’s revenue exceeded 10% for the years ended November 30, 2025 and 2024
Substantially all of our long-lived assets consist of our ships and move between geographic areas. Segment
information relating to liabilities is not reported to or used by the CODM in order to assess performance and
Years Ended November 30, | ||
(in millions) | 2025 | 2024 |
Realized and unrealized foreign currency exchange gains (losses), net ....... | $ (352) | $ 140 |
Other ................................................... | 6 | 1 |
Other income (expense), net ................................... | $ (346) | $ 142 |
Years Ended November 30, | ||
(in millions) | 2025 | 2024 |
Fees payable to the company’s auditor and their associates for the audit of the | ||
company’s annual accounts .................................. | $ 1 | $ 1 |
Fees payable to the company’s auditor and their associates for other services | ||
to the group including the audit of the company’s subsidiaries .......... | 1 | 1 |
Total audit fees ............................................ | $ 3 | $ 2 |
Years Ended November 30, | ||
(in millions) | 2025 | 2024 |
Current taxes ............................................. | $ (32) | $ (13) |
Deferred taxes ............................................. | 38 | 17 |
Income tax benefit, net ....................................... | $ 6 | $ 4 |
Deferred income taxes are principally related to (1) differences between the book and tax methods of
calculating depreciation expense in our Holland America Princess Alaska Tours business and other North
America operations and (2) income tax benefit from releasing the valuation allowance against certain deferred
income tax assets for US Federal, Alaska and Italian net operating losses.
The Group had deferred tax assets of $488 million at November 30, 2025 ($366 million at November 30,
2024), related to net operating losses, capital losses, and disallowed interest expense. Principally all of these
deferred tax assets were unrecognized and the majority do not expire.
87
Carnival plc
Financial Statements
Total income tax benefit (expense) is reconciled to income taxes calculated at the UK standard tax rate as
follows:
Years Ended November 30, | ||
(in millions) | 2025 | 2024 |
Income before income taxes ................................... | $ 1,341 | $ 1,491 |
Notional tax expense at UK standard tax rate (25% in 2025 and 2024) ...... | (335) | (373) |
Effect of Italian and UK tonnage tax ............................. | 376 | 372 |
Impact of different tax rates in foreign tax jurisdictions ................ | (16) | 7 |
Other ................................................... | (19) | (3) |
$ 6 | $ 4 | |
A summary of our principal taxes and exemptions in the jurisdictions where our significant operations are
located is as follows:
Cunard and P&O Cruises are divisions of Carnival plc and have elected to enter the UK tonnage tax regime
under a rolling eight-year term and, accordingly, reapply every year. Companies to which the tonnage tax
regime applies pay corporation taxes on shipping activities calculated by reference to the net tonnage of
qualifying ships. UK corporation tax is not chargeable under the normal UK tax rules on these brands’
relevant shipping income. Relevant shipping income includes income from the operation of qualifying
ships and from shipping related activities.
For a company to be eligible for the regime, it must be subject to UK corporation tax and, among other
matters, operate qualifying ships that are strategically and commercially managed in the UK. Companies
within the UK tonnage tax regime are also subject to a seafarer training requirement.
Our UK non-shipping activities that do not qualify under the UK tonnage tax regime remain subject to
normal UK corporation tax.
Italian and German Income Tax
In December 2024, the European Commission formally approved the Italian tonnage tax rules for 10 years.
In 2025, AIDA and Costa elected to remain in the Italian tonnage tax regime through 2034. Companies to
which the tonnage tax regime applies pay corporation taxes on shipping activities calculated by reference
to the net tonnage of qualifying ships.
Our non-shipping activities that do not qualify under the Italian tonnage tax regime remain subject to
normal Italian corporation tax.
Substantially all of AIDA’s earnings are exempt from German income taxes by virtue of the Germany/Italy
income tax treaty.
U.S. Income Tax
Our domestic U.S. operations, principally the hotel and transportation business of Holland America
Princess Alaska Tours, are subject to federal and state income taxation in the U.S.
We believe that the U.S. sourced transportation income earned by Carnival plc and its subsidiaries qualifies
for exemption from U.S. federal income tax under applicable bilateral U.S. income tax treaties.
Other
The Organization for Economic Co-operation and Development (“OECD”) issued Model Rules for
implementation of a 15% minimum tax for multinational enterprises. Subject to certain requirements, the
OECD Model Rules provide an exclusion for international shipping income. Carnival plc and its subsidiaries
became subject to these rules beginning in fiscal 2025 and are eligible for the international shipping income
exclusion. As a result, the application of these rules did not have a material impact on our consolidated
financial statements.
We recognize income tax provisions for uncertain tax positions, based solely on their technical merits, and
the most likely outcome to be sustained upon examination by the relevant tax authority. Based on all known
88
facts and circumstances and current tax law, we have accrued appropriate amounts for our uncertain
income tax position liabilities and related accrued interest within our consolidated balance sheets, with the
majority relating to the allocation of profits between tonnage tax and non-tonnage tax. All interest expense
related to income tax liabilities is included in income tax expense.
In addition to or in place of income taxes, as defined by IAS 12,
Income Taxes
, virtually all jurisdictions
where our ships call impose taxes, fees and other charges based on guest counts, ship tonnage, passenger
capacity or some other measure, and these taxes, fees and other charges are included in commissions,
transportation and related costs and other operating expenses. We have applied the mandatory temporary
exception from the recognition of deferred taxes arising from implementation of the OECD’s Pillar Two
Model Rules in accordance with IAS 12,
Income Taxes
Years Ended November 30, | ||
(in millions, except per share data) | 2025 | 2024 |
Net income for basic and diluted earnings per share ................... | $ 1,347 | $ 1,495 |
Weighted-average shares outstanding ............................. | 188 | 187 |
Dilutive effect of equity awards ................................. | 1 | 1 |
Diluted weighted-average shares outstanding ....................... | 189 | 188 |
Basic earnings per share ...................................... | $ 7.16 | $ 7.97 |
Diluted earnings per share .................................... | $ 7.12 | $ 7.93 |
November 30, | ||
(in millions) | 2025 | 2024 |
Cash ................................................... | $ 181 | $ 168 |
Cash equivalents (a) ......................................... | 364 | 229 |
$ 545 | $ 397 | |
(a)
Comprised of investments in money market funds.
Substantially all material cash balances are held with financial institutions that are investment A grade rated
November 30, | ||
(in millions) | 2025 | 2024 |
Trade ................................................... | $ 242 | $ 210 |
VAT, income taxes and other ................................... | 79 | 77 |
$ 322 | $ 287 | |
November 30, | ||
(in millions) | 2025 | 2024 |
Current ................................................. | $ 217 | $ 176 |
1 to 30 days ............................................... | 6 | 19 |
31 days and thereafter ....................................... | 34 | 30 |
258 | 225 | |
Allowance for expected credit losses .............................. | (15) | (16) |
$ 242 | $ 210 | |
89
Carnival plc
Financial Statements
November 30, | ||
(in millions) | 2025 | 2024 |
Food, beverages and hotel supplies, net ........................... | $ 125 | $ 117 |
Fuel .................................................... | 48 | 59 |
Other ................................................... | 63 | 47 |
$ 236 | $ 223 | |
Substantially all of the expense related to inventories are included within fuel, food and onboard and related
Other | |||
Ships and | property | ||
ship | and | ||
(in millions) | improvements | equipment | Total |
Cost | |||
At November 30, 2023 .............................. | $ 17,392 | $ 1,611 | $ 19,003 |
Exchange movements ............................. | (497) | (27) | (524) |
Additions ..................................... | 918 | 123 | 1,041 |
Disposals ..................................... | (1,089) | (75) | (1,164) |
At November 30, 2024 .............................. | 16,724 | 1,632 | 18,355 |
Exchange movements ............................. | 1,368 | 68 | 1,436 |
Additions ..................................... | 2,957 | 138 | 3,095 |
Disposals ..................................... | (1,281) | (150) | (1,431) |
At November 30, 2025 .............................. | $ 19,768 | $ 1,687 | $ 21,455 |
Accumulated depreciation | |||
At November 30, 2023 .............................. | $ (6,525) | $ (999) | $ (7,523) |
Exchange movements ............................. | 182 | 12 | 194 |
Depreciation ................................... | (522) | (88) | (610) |
Disposals ..................................... | 370 | 71 | 441 |
Impairment reversals ............................. | 260 | — | 260 |
At November 30, 2024 .............................. | (6,234) | (1,004) | (7,238) |
Exchange movements ............................. | (497) | (43) | (540) |
Depreciation ................................... | (611) | (88) | (699) |
Disposals ..................................... | 881 | 99 | 980 |
At November 30, 2025 .............................. | $ (6,462) | $ (1,035) | $ (7,497) |
Net book value | |||
At November 30, 2024 .............................. | $ 10,489 | $ 628 | $ 11,117 |
At November 30, 2025 .............................. | $ 13,307 | $ 651 | $ 13,958 |
At November 30, 2025, the cost of assets under construction, which are included in the above table, totalled
$354 million ($218 million at November 30, 2024).
Capitalized interest amounted to $6 million in 2025 ($9 million in 2024). The interest capitalization rate is
based on the weighted-average interest rates applicable to borrowings within the DLC during each period.
During 2025, the average capitalization rate was 5.5% (6.2% in 2024).
Ship Sales
During 2025, we completed the sale of one Europe segment ship, which represents a passenger-capacity
reduction of 2,700 berths. We will continue to operate the ship under a bareboat charter agreement through
September 2026.
90
Refer to Note 22 — “Related Party Transactions”for details of ship sales to and purchases from Carnival
Corporation.
Valuation of Ships
We review our ships for impairment whenever events or circumstances indicate that the carrying value of a
ship may not be recoverable. In 2025, we had no impairment charges or reversals. In 2024, as a result of our
decision to sunset the P&O Cruises (Australia) brand and sell two ships to Carnival Corporation, we
recognized a full impairment reversal of $260 million.
Ship Accounting
As of November 30, 2025, we have estimated our ships’useful lives at 30 years and residual values at 15% of
our original ship cost. Our ships’useful life and residual value estimates take into consideration the
estimated weighted-average useful lives of the ships’major component systems, such as hull, superstructure,
main electric, engines and cabins. We also take into consideration the impact of technological changes,
historical useful lives of similarly-built ships, long-term cruise and vacation market conditions and regulatory
changes, including those related to the impact of greenhouse gases and other emissions on the environment.
We determine the residual value of our ships based on our long-term estimates of their resale value at the
end of their useful lives to us but before the end of their physical and economic lives to others, historical resale
values of our and other cruise ships as well as our expectations of the long-term viability of the secondary
cruise ship market. Other areas of estimation uncertainty include the determination of ships useful life and
residual values as recognition and measurement are based on assumptions subject to longer term
uncertainties.
We review estimated useful lives and residual values of our ships for reasonableness at the period end or
whenever events or circumstances indicate a revision is warranted. In December 2025, we completed such
review considering the period over which we expect to operate our ships and our long-term plans. As a result,
we determined our ships’depreciable lives would be extended to 35 years. In connection with the increase
in estimated useful life, we reduced our estimated residual value of each ship to be 5% of our original ship cost
for LNG powered ships and a range of salvage values under $25 million for all other ships, depending on
the class and tonnage of the ship. This revision did not have a material impact on our financial statements and
has been applied prospectively beginning December 1, 2025.
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. We are pursuing our aspiration of net zero emissions from ship operations by 2050 in line with
the IMO’s 2023 Strategy on Reduction of GHG Emissions from Ships. Given the 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 which may support our sustainability goals. Our fleet’s engines are
capable of using 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 2030 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, as well
as our 2050 net zero emissions aspiration, may impact our ships’useful lives and residual values as the
91
Carnival plc
Financial Statements
The balance sheet shows the following amounts:
November 30, | ||
(in millions) | 2025 | 2024 |
Right-of-use assets (a) | ||
Ships (b) ............................................... | $ 2 | $ 233 |
Port facilities ............................................ | 130 | 144 |
Real estate .............................................. | 118 | 105 |
Other ................................................. | 21 | 18 |
$ 271 | $ 500 | |
Lease liabilities | ||
Current ................................................ | $ 42 | $ 131 |
Non-current ............................................ | 244 | 408 |
$ 285 | $ 539 | |
(a)
During 2025 and 2024, we obtained $30 million and $21 million of right-of-use assets in exchange for
new and amended lease liabilities.
(b)
During 2025, we terminated our leases of three ships with related parties. Refer to Note 22 — “Related
Party Transactions” for additional details.
The Statements of Income include the following amounts:
Year Ended November 30, | ||
(in millions) | 2025 | 2024 |
Depreciation charge for right-of-use assets | ||
Ships ................................................. | $ 58 | $ 105 |
Port facilities ............................................ | 24 | 23 |
Real estate .............................................. | 15 | 14 |
Other ................................................. | 2 | 2 |
$ 100 | $ 145 | |
Interest expense ............................................ | $ 20 | $ 46 |
Short-term lease expense (a) ................................... | $ 83 | $ 102 |
Variable lease expense not included in the measurement of lease liabilities ... | $ 65 | $ 94 |
(a)
Related to ships leased from Carnival Corporation and its subsidiaries
The cash outflow for leases was materially consistent with lease expense recognized during 2025 and 2024.
Refer to Note 25 — “Supplemental Cash Flow Information”for additional details.
Refer to Note 24 — “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 2025 and 2024. As of November 30, 2025, our investment in White Pass was
$64 million, consisting of $32 million in equity and a loan of $32 million. 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.
In addition, the Group holds other immaterial investments in associates for a total carrying value of $53 million
and $38 million as of November 30, 2025 and November 30, 2024 for a total investments in associates
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November 30, | ||
(in millions) | 2025 | 2024 |
Deferred tax assets (a) ....................................... | $ 62 | $ 24 |
VAT receivables ............................................ | 49 | 57 |
Debt issuance costs (b) ....................................... | 48 | 25 |
Post-employment benefits ..................................... | 5 | 9 |
Other long-term assets and other receivables (a) ..................... | 112 | 73 |
$ 276 | $ 188 | |
(a)
2024 amounts were reclassified to conform to current period presentation.
(b)
November 30, | ||||
(in millions) | Maturity | Rate (a) | 2025 | 2024 |
Unsecured Subsidiary Guaranteed | ||||
Notes | ||||
EUR Notes (b) ................ | Jul 2031 | 4.13% | $ 1,160 $ | — |
Loans | ||||
EUR floating rate (c) ............ | Apr 2025 | EURIBOR + 3.25% | — | 211 |
Export Credit Facilities | ||||
Fixed rate .................... | Dec 2032 | 2.69% | 406 | 461 |
EUR floating rate .............. | Dec 2032 – Nov 2034 EURIBOR + 0.55 – 0.65% | 1,851 | 1,897 | |
EUR fixed rate ................ | Feb 2031 – Apr 2036 | 1.05 – 4.00% | 4,284 | 4,347 |
Total Unsecured Subsidiary | ||||
Guaranteed ................ | 7,701 | 6,915 | ||
Unsecured (No Subsidiary Guarantee) | ||||
Notes | ||||
EUR Notes ................... | Oct 2029 | 1.00% | 696 | 633 |
Loans | ||||
EUR floating rate (c) ............ | Apr 2029 | EURIBOR + 1.95% | 348 | — |
Total Unsecured (No Subsidiary | ||||
Guarantee) ................ | 1,044 | 633 | ||
Total Debt .................... | 8,745 | 7,548 | ||
Less: unamortized debt issuance costs | ||||
and discounts ................ | (360) | (355) | ||
Total Debt, net of unamortized debt | ||||
issuance costs and discounts ...... | 8,385 | 7,194 | ||
Less: current portion of long-term | ||||
debt ...................... | (768) | (925) | ||
Long-Term Debt, net of unamortized | ||||
debt issuance costs and discounts ... | $ 7,617 $ 6,269 |
(a)
The reference rates for all of our floating rate debt have a 0.00% floor.
(b)
During 2025, we issued $1.2 billion aggregate principal amount of 4.13% senior unsecured euro notes
due 2031.
(c)
During 2025, the euro floating rate loan agreement was amended to increase the principal amount by
$112 million, extend its maturity from April 2025 to April 2029, amend the loan’s margin from 3.25% to
1.95% and remove the subsidiary guarantee.
93
Carnival plc
Financial Statements
As of November 30, 2025, the scheduled maturities of our debt are as follows:
(in millions) | Principal |
Year | Payments |
2026 ................................................................ | $ 768 |
2027 ................................................................ | 768 |
2028 ................................................................ | 768 |
2029 ................................................................ | 1,811 |
2030 ................................................................ | 768 |
Thereafter ........................................................... | 3,863 |
Total ............................................................... | $ 8,745 |
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 |
Refer to Note 25 — “Supplemental Cash Flow Information”for movements in Debt.
Export Credit Facility Borrowings
As of November 30, 2025, we had $2.7 billion of undrawn export credit facilities to fund ship deliveries
planned through 2028 ($2.4 billion as of November 30, 2024). As of November 30, 2025, the net book value
of the Carnival plc ships subject to negative pledges was $6.6 billion ($4.0 billion as of November 30,
2024).
Revolving Facility
During 2025, Carnival Corporation and Carnival plc entered into a $4.5 billion unsecured multi-currency
revolving credit facility (“Revolving Facility”). The Revolving Facility replaced the $1.9 billion, €0.9 billion
and £0.1 billion multi-currency revolving credit facility of Carnival Holdings (Bermuda) II Limited, a
subsidiary of Carnival Corporation. The Revolving Facility contains an accordion feature, allowing up to
$1.0 billion of additional revolving commitments. Carnival Corporation and Carnival plc may borrow or
utilize available amounts under its Revolving Facility through its maturity in June 2030, subject to the
satisfaction of the conditions in the facility.
Borrowings under the Revolving Facility bear interest at a rate of term SOFR, EURIBOR, or daily
compounding SONIA, as applicable, plus a margin based on the credit ratings of Carnival Corporation. In
addition, Carnival Corporation and Carnival plc are required to pay certain fees on the aggregate
commitments under its Revolving Facility.
As of November 30, 2025, Carnival Corporation and Carnival plc had $4.5 billion available for borrowing
under its Revolving Facility.
The secured debt of Carnival Corporation & plc is secured on a first-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 collateral pool is
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Covenant Compliance
As of November 30, 2025, the most restrictive covenants for Carnival Corporation & plc’s Revolving
Facility, unsecured loans and export credit facilities include the following:
• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as
defined in the agreements) at a ratio of not less than 2.5 to 1.0 for the November 30, 2025 testing date,
and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards
• 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
• Limit the amounts of its secured assets as well as secured and other indebtedness
At November 30, 2025, 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 could become
due, and its debt 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
At November 30, 2025, our new ship growth capital commitments are $35 million, $155 million, $86 million,
November 30, | ||
(in millions) | 2025 | 2024 |
Compensation and benefits .................................... | $ 231 | $ 281 |
Taxes .................................................... | 93 | 74 |
Interest .................................................. | 75 | 69 |
Port fees .................................................. | 48 | 56 |
Emission obligations ......................................... | 68 | 34 |
Other .................................................... | 214 | 207 |
$ 730 | $ 720 | |
We had total customer deposits of $2.7 billion and $2.5 billion as of November 30, 2025 and 2024. During
2025 and 2024, we recognized revenues of $2.3 billion and $2.1 billion related to our customer deposits as of
November 30, 2024 and 2023. 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) | 2025 | 2024 |
Customer deposits .......................................... | $ 200 | $ 162 |
Income tax uncertainty reserve .................................. | 28 | 20 |
Post-employment benefits ..................................... | 24 | 21 |
Other long-term liabilities ..................................... | 42 | 47 |
$ 294 | $ 249 | |
95
Carnival plc
Financial Statements
Number of | Share | |
(in millions) | Shares | Capital |
At November 30, 2023 ........................................ | 217 | $ 361 |
Ordinary shares issued and fully paid ............................. | — | — |
At November 30, 2024 ........................................ | 217 | 361 |
Ordinary shares issued and fully paid ............................. | — | — |
At November 30, 2025 ........................................ | 217 | $ 361 |
There were 28.9 million shares held as treasury stock at November 30, 2025 (29.7 million shares were held
as treasury stock at November 30, 2024).
At November 30, 2025 there were 11.3 million ordinary shares at $1.66 each of Carnival plc (11.7 million at
November 30, 2024) 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
accounted for as a group reconstruction.
In December 2025, the Boards of Directors approved the reinstatement of the company’s quarterly
dividend and declared an initial $0.15 per share dividend with a record date of February 13, 2026 and a
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, 2025, it was determined that this plan was 101%
funded.
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,
96
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 99% 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 were 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. Subsequently, the UK government
has included provisions in the Pension Schemes Bill to give affected pension schemes the ability to
retrospectively obtain written actuarial confirmation that historic benefit changes met the necessary
standards. The bill is currently progressing through Parliament. The Group is continuing to review the
implications of the ruling and potential legislative changes on the plans. No adjustments have been made to
the Group financial statements at November 30, 2025.
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) | 2025 | 2024 |
Employee benefit plans’ assets (deficits) .............................. | $ 3 | $ 9 |
Other post-employment benefit liabilities ............................. | (22) | (21) |
$ (19) | $ (12) |
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 | UK Plan (%) | MNOPF | New Section (%) | MNRPF (%) | ||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
Discount rates ............... | 5.5 | 5.2 | 5.4 | 5.2 | 5.4 | 5.2 |
Expected rates of salary increases . . | 2.7 | 2.9 | n/a | n/a | n/a | n/a |
Pension increases | ||||||
Deferment ................ | 2.7 | 2.9 | 2.7 | 2.9 | 2.7 | 2.9 |
Payment .................. | 2.6 | 2.8 | 2.8 | 3.1 | 2.8 | 3.1 |
Inflation ................... | 3.0 | 3.3 | 3.0 | 3.3 | 3.0 | 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, | ||
2025 | 2024 | |
Male ....................................................... | 21.1 | 21.0 |
Female ..................................................... | 23.8 | 23.7 |
97
Carnival plc
Financial Statements
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, | ||
2025 | 2024 | |
Male ....................................................... | 22.4 | 22.3 |
Female ..................................................... | 25.3 | 25.1 |
The amounts recognized in the Balance Sheets for these plans were determined as follows:
November 30, | ||
(in millions) | 2025 | 2024 |
Present value of obligations ...................................... | $ (376) | $ (381) |
Fair value of plans’ assets ....................................... | 381 | 395 |
Net assets (liabilities) before restriction on assets ....................... | 5 | 14 |
Restriction on assets ........................................... | (2) | (5) |
Net assets (liabilities) recognized in the Balance Sheets ................... | $ 3 | $ 9 |
The amounts recognized in the Statements of Income for these plans were as follows:
November 30, | ||
(in millions) | 2025 | 2024 |
Service cost ................................................. | $ — | $ — |
Interest cost on defined benefit obligation ............................ | 20 | 19 |
Interest income on plans’ assets ................................... | (20) | (19) |
Administrative expenses ......................................... | 4 | 3 |
Cost recognized in the Statements of Income .......................... | $ 4 | $ 3 |
We do not expect to make contributions into the Company’s UK Plan or the MNRPF Plan during 2026.
The weighted average duration of the defined benefit obligation of all employee benefit plans is 11 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) | |
2026 ................................................................ | $ 26 |
2027 ................................................................ | $ 26 |
2028 ................................................................ | $ 27 |
2029 ................................................................ | $ 27 |
2030 ................................................................ | $ 28 |
2031 – 2035 ........................................................... | $ 149 |
Analysis of the movements in the Balance Sheet assets (liabilities) for these plans was as follows:
November 30, | ||
(in millions) | 2025 | 2024 |
Net assets (liabilities) at December 1, ................................ | $ 9 | $ 3 |
Expenses (see above) ........................................... | (4) | (3) |
Amounts recognized in the Statements of Comprehensive Income ........... | (3) | 6 |
Employer contributions ......................................... | — | 3 |
Net assets (liabilities) at November 30, ............................... | $ 3 | $ 9 |
The cumulative losses recognized in the Statements of Changes in Shareholders’Equity at November 30,
2025 for these plans were $18 million ($16 million at November 30, 2024).
98
Changes in the present value of defined benefit obligations for these plans were as follows:
November 30, | ||
(in millions) | 2025 | 2024 |
Present value of obligations at December 1, ........................... | $ (381) | $ (382) |
Interest cost ................................................. | (20) | (19) |
Benefits paid ................................................ | 28 | 25 |
Administrative expenses ......................................... | (4) | (3) |
Gain (loss) due to experience ..................................... | — | 3 |
Gain (loss) due to changes in financial assumptions ..................... | 15 | 1 |
Gain (loss) due to changes in demographic assumptions .................. | 4 | 1 |
Gain (loss) due to changes in share ................................. | (1) | (7) |
Exchange movements .......................................... | (17) | — |
Present value of obligations at November 30, .......................... | $ (376) | $ (381) |
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 $20 million
• 0.5% increase in inflation rate results in an increase of $10 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) | 2025 | 2024 |
Fair value of plans’ assets at December 1, ............................ | $ 395 | $ 388 |
Interest income on plans’ assets ................................... | 20 | 19 |
Return (loss) on plans’ assets greater than discount rate ................... | (25) | 4 |
Employer contributions ......................................... | — | 3 |
Benefits paid ................................................ | (28) | (25) |
Gain (loss) due to a change in share ................................ | 1 | 7 |
Exchange movements .......................................... | 17 | (1) |
Fair value of plans’assets at November 30, ........................... | $ 381 | $ 395 |
The actual gains (losses) on these plans’ assets in 2025 were $(5) million ($23 million in 2024).
These plans’ assets were comprised as follows:
| November 30, | ||||
(in millions, except percentages) | 2025 | 2024 | ||
Equities ................................... | $ 34 | 9% | $ 33 | 8% |
Corporate bonds ............................ | 36 | 9% | 36 | 9% |
Liability matching investments ................... | 311 | 82% | 326 | 83% |
$ 381 | 100% | $ 395 | 100% | |
Restriction on assets (a) ....................... | (2) | (5) | ||
$ 379 | $ 390 | |||
(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.
The Group has several defined contribution plans available to its employees. During 2025, the Group
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Carnival plc
Financial Statements
The average number of our employees, which excludes shipboard employees who are on leave, was as
follows:
Years Ended November 30, | ||
2025 | 2024 | |
Shore employees .......................................... | 7,975 | 7,748 |
Shipboard employees (a) ..................................... | 33,386 | 35,171 |
41,361 | 42,919 |
(a)
During March 2025, we sunset the P&O Cruises (Australia) brand and folded its operations into
Carnival Cruise Line.
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) | 2025 | 2024 |
Salaries, wages and benefits ................................... | $ 1,354 | $ 1,316 |
Social security and payroll taxes ............................... | 73 | 80 |
Post-employment benefits .................................... | 27 | 24 |
Share-based compensation ................................... | 14 | 10 |
$ 1,469 | $ 1,430 |
Carnival Corporation and 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 22 — “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) | 2025 | 2024 |
Fees ................................................... | $ 1 | $ 1 |
Non-equity incentive plan compensation ......................... | 11 | 37 |
Salaries and benefits ....................................... | 5 | 6 |
Total short-term employment benefits ........................... | 17 | 44 |
Share-based compensation ................................... | 21 | 16 |
$ 38 | $ 60 |
Equity Plans
We issue our share-based compensation awards, which at November 30, 2025 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 2.3 million shares
100
available for future grant at November 30, 2025. 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 1,331,366 equity awards at a weighted-average price of £12.38 in 2025 (1,281,333 equity
a total of $375 million. These ships were subsequently leased back to us for the remainder of 2025. During
2024, we sold one ship with a passenger-capacity of 4,240 berths to Carnival Corporation for $699 million.
The amounts owed to us from Carnival Corporation and its subsidiaries (“Carnival Corporation group”)
During 2025, we completed the purchase of three ships with a total passenger-capacity of 14,130 berths
from Carnival Corporation group for a total of $2.4 billion. The amounts owed to Carnival Corporation
group in connection with these non-cash transactions increased our payable to Carnival Corporation group.
During 2025 and 2024, Holland America Line and Princess Cruises purchased land tours from us totalling
$150 million and $149 million. In addition, during 2025 and 2024 we sold an immaterial amount of pre- and
post-cruise vacations, shore excursions and transportation services to Carnival Corporation group.
During 2025 and 2024, we had lease-related expenses of $100 million and $205 million, in respect of the
ships leased from Carnival Corporation group.
During 2025 and 2024, we 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 $413 million and $417 million in 2025 and 2024.
Carnival Corporation owned 42.9 million or 19.7% of Carnival plc’s ordinary shares at November 30, 2025.
Carnival Corporation and its subsidiary, Carnival Investments Limited, owned 42.9 million or 19.7% of
Carnival plc’s ordinary shares at November 30, 2024. These ordinary shares are non-voting while they are
owned by Carnival Corporation and its subsidiary.
Within the DLC arrangement, there are instances where we provide services to Carnival Corporation and
also where Carnival Corporation provides services to us. Additional disclosures of related party transactions
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, 2024 .............................................. | $ 101 |
Additional provisions ............................................... | 26 |
Paid losses ....................................................... | (18) |
Reversals ........................................................ | (8) |
Exchange movements ............................................... | 6 |
Changes in the discounted amount ...................................... | (1) |
At November 30, 2025 .............................................. | $ 107 |
101
Carnival plc
Financial Statements
November 30, | ||
(in millions) | 2025 | 2024 |
Provisions | ||
Current ..................................................... | $ 26 | 32 |
Non-current ................................................. | 81 | 70 |
$ 107 | $ 101 | |
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, 2025, 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. On March 31, 2025, the court in the Italian matter returned a ruling rejecting most of
the plaintiffs’claims and awarding a half-price fare reduction for certain passengers. Plaintiffs have appealed
the ruling. 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 historically 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 past 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.
102
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, 2025
Classes and Categories of Financial Instruments
The Group has the following classes of financial assets: cash and cash equivalents, trade receivables,
amount owed from Carnival Corporation group and other long-term receivables. The Group has the
following classes of financial liabilities: debt, lease liabilities, amount owed to 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.
103
Carnival plc
Financial Statements
November 30, 2025 | November 30, 2024 | |||
Carrying | Fair | Carrying | Fair | |
(in millions) | Value | Value | Value | Value |
Liabilities | ||||
Fixed rate debt (a) ........................... | $ 6,546 | $ 6,215 | $ 5,440 | $ 4,984 |
Floating rate debt (a) ......................... | 2,199 | 2,173 | 2,108 | 2,029 |
Total ...................................... | 8,745 | 8,388 | 7,548 | 7,013 |
Less: unamortized debt issuance costs and discounts . . . | (360) | (355) | ||
Total Debt, net of unamortized debt issuance costs and | ||||
discounts .................................. | $ 8,385 | $ 7,194 | ||
(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, new technologies and
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.
104
The exchange rates for each of our major currencies were as follows:
2025 average | 2024 average | |||
November 30, 2025 | exchange rate | November 30, 2024 | exchange rate | |
USD to 1: | ||||
AUD .................. | $ 0.65 | $ 0.64 | $ 0.65 | $ 0.66 |
CAD .................. | $ 0.72 | $ 0.71 | $ 0.71 | $ 0.73 |
EUR .................. | $ 1.16 | $ 1.12 | $ 1.06 | $ 1.09 |
GBP .................. | $ 1.32 | $ 1.31 | $ 1.27 | $ 1.28 |
If the November 30, 2024 currency exchange rates had been used to translate our November 30, 2025
non-U.S. dollar functional currency operations’assets and liabilities (instead of the November 30, 2025 U.S.
dollar exchange rates), our total assets would have been lower by $1.1 billion and our total liabilities would
have been lower by $0.9 billion.
Newbuild Currency Risks
Our shipbuilding contracts are typically denominated in euros. 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, refinancing of existing debt
and the issuance of new debt. The composition of our debt, after the effect of interest rate swaps, was as
follows:
November 30, | ||
2025 | 2024 | |
Fixed rate ............................................... | 5% | 6% |
EUR fixed rate ........................................... | 70% | 66% |
EUR floating rate ......................................... | 25% | 28% |
The interest rate profiles and maturities of financial assets at November 30, 2025 solely relate to cash and
cash equivalents of $545 million in the year 2026. 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.
Refer to Note 14 — “Debt and Interest Expense” for debt interest rate profiles and maturities at
November 30, 2025 and November 30, 2024.
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, will change by
approximately $22 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
105
Carnival plc
Financial Statements
• 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, tour operators 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 certain European countries 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) | 2025 | 2024 |
Total debt .................................................. | $ 8,385 | $ 7,194 |
Cash and cash equivalents ....................................... | (545) | (397) |
Net debt ................................................... | 7,840 | 6,797 |
Shareholders’ equity ........................................... | 3,770 | 2,004 |
Total capital ................................................. | $ 11,610 | $ 8,800 |
Net debt to capital percentage .................................... | 68% | 77% |
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 $6.4 billion of liquidity and has an additional $7.8 billion of undrawn export credit facilities to
fund ship deliveries planned through 2033.
The unfunded export credit facilities are subject to the same covenants as disclosed in Note 14 — “Debt
and Interest Expense.”
106
The summary of the maturity profiles of the financial liabilities at November 30, 2025 and 2024 were as
follows:
(in millions) |
2026 |
2027 |
2028 |
2029 |
2030 |
Thereafter |
Total |
November 30, 2025 |
|||||||
Debt including future interest (a) . . . |
$ 981 |
$ 964 |
$ 951 |
$ 1,970 |
$ 897 |
$ 4,072 |
$ 9,834 |
Trade payables, accrued liabilities |
|||||||
and related ................ |
887 |
— |
— |
— |
— |
— |
887 |
Lease liabilities ............... |
54 |
57 |
55 |
49 |
25 |
104 |
344 |
Provisions and other long-term |
|||||||
liabilities .................. |
— |
64 |
28 |
21 |
17 |
39 |
169 |
At November 30, 2025 .......... |
$ 1,922 |
$ 1,085 |
$ 1,034 |
$ 2,040 |
$ 939 |
$ 4,215 |
$ 11,234 |
(in millions) |
2025 |
2026 |
2027 |
2028 |
2029 |
Thereafter |
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 |
(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) |
2024 |
(Payments) |
Movements |
Movements |
2025 |
Debt (a) ............... |
$ 7,548 |
$ 530 (b) |
$ 666 |
$ — |
$ 8,745 |
Amount owed to Carnival |
|||||
Corporation group ...... |
$ — |
$ (1,935) |
$ 74 |
$ 1,861 (c) |
$ — |
Lease liabilities .......... |
$ 539 |
$ (115) |
$ 10 |
$ (149) (d) |
$ 285 |
(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 ship purchases to Carnival Corporation group
(d)
107
Carnival plc
Financial Statements
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 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)
Includes additions, terminations and remeasurements of lease liabilities.
Non-cash purchases of property and equipment included in accrued liabilities and other was $143 million
in 2025.
In 2025, emission allowances and obligations of $36 million were surrendered and derecognized based on
108
PARENT COMPANY BALANCE SHEETS
(in millions)
November 30,
Notes
2025
2024
ASSETS
Current Assets
Cash and cash equivalents
...............................
2
$
382
$
228
Trade and other receivables, net
............................
3
104
92
Inventories
.........................................
71
82
Prepaid expenses and related
.............................
150
157
Receivable from subsidiaries
..............................
419
1,122
Amount owed from Carnival Corporation group
.................
408
405
Total current assets
..................................
1,535
2,085
Non-Current Assets
Property and equipment, net
.............................
4
5,461
3,258
Right-of-use assets
....................................
5
185
429
Investments in associates
................................
64
58
Emission allowances
...................................
34
24
Other assets
........................................
6
100
73
Loans owed from subsidiaries
.............................
66
71
Investments in subsidiaries
...............................
7
5,236
5,797
Total non-current assets
...............................
11,146
9,710
$
12,681
$
11,796
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt
..........................
$
768
$
925
Current portion of lease liabilities
..........................
5
27
120
Accounts payable
.....................................
164
168
Accrued liabilities and related
.............................
8
256
325
Customer deposits
....................................
1,413
1,428
Total current liabilities
................................
2,629
2,967
Non-Current Liabilities
Long-term debt
......................................
7,617
6,269
Long-term lease liabilities
...............................
5
177
353
Provisions
.........................................
46
34
Other long-term liabilities
...............................
10
144
122
Total non-current liabilities
.............................
7,985
6,779
Shareholders’ Equity
Share capital
........................................
11
361
361
Share premium
......................................
1,143
1,143
Retained earnings
....................................
2,197
2,097
Other reserves
.......................................
(1,634)
(1,551)
Total shareholders’ equity
..............................
2,067
2,050
$
12,681
$
11,796
Net income for the Carnival plc Parent Company was $147 million in 2025 and $477 million in 2024.
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 23, 2026 and signed on their behalf by
Micky Arison
Josh Weinstein
Chair of the Boards of Directors
January 27, 2026
Chief Executive Officer and Director
January 27, 2026
CARNIVAL PLC
PARENT COMPANY STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in millions)
Reserves
Share
capital
Share
premium
Retained
earnings
Translation
reserve
Cash
flow
hedges
Treasury
shares
Other
reserves
Merger
reserve
Total
Total
shareholders’
equity
At November 30, 2023
...
$
361
$
1,143
$
1,661
$
(279) $
21
$ (1,694) $
128
$
36
$ (1,788)
$
1,376
Comprehensive income
(loss)
Net income
........
—
—
477
—
—
—
—
—
—
477
Foreign currency
translation
.......
—
—
—
182
—
—
—
—
182
182
Remeasurements of
post-employment
benefit obligations . . .
—
—
6
—
—
—
—
—
—
6
Total comprehensive
income
.........
—
—
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
Comprehensive income
(loss)
Net income (loss)
....
—
—
147
—
—
—
—
—
—
147
Foreign currency
translation
.......
—
—
—
(140)
—
—
—
—
(140)
(140)
Remeasurements of
post-employment
benefit obligations . . .
—
—
(3)
—
—
—
—
—
—
(3)
Total comprehensive
income (loss)
......
—
—
144
(140)
—
—
—
—
(141)
3
Issuance of treasury
shares for vested
share-based awards
..
—
—
(44)
—
—
44
—
—
44
—
Other, net
.........
—
—
—
—
—
—
14
—
14
14
At November 30, 2025
...
$
361
$
1,143
$
2,197
$
(238) $
20
$ (1,603) $
151
$
36
$ (1,634)
$
2,067
Carnival plc
Financial Statements
109
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.
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
110
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
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
Carnival plc
Financial Statements
111
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. As of November 30, 2025
or 2024 the cross guarantees within the DLC arrangement are not expected to result in any credit loss.
Customer Deposits
Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior
to the commencement of the voyage. We also offer our guests the advance purchase of onboard and other
services. Cash received from guests in advance of the cruise is recorded in customer deposits and in other
long-term liabilities on our 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 $61 million and $58 million as of
November 30, 2025 and 2024.
Accounting Estimates and Judgements
The preparation of these financial statements requires management to make judgements and estimates that
affect the application of policies and reported and disclosed amounts in these financial statements. These
judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances,
having regard to previous experience, but actual results may differ materially from the amounts included in the
financial statements.
Key judgements and estimates are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and future periods. Refer to Note 2 —
“Material Accounting Policies”in the Carnival plc Group financial statements for additional information
on accounting estimates and judgements for the year ended 2025.
112
NOTE 2 — Cash and Cash Equivalents
November 30,
(in millions)
2025
2024
Cash
........................................................
$
55
$
42
Cash equivalents (a)
.............................................
327
186
$
382
$
228
(a)
Comprised of investments in money market funds.
Substantially all material cash balances are held with financial institutions that are investment A grade rated
or better. 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)
2025
2024
Trade
........................................................
$
87
$
69
VAT, income taxes and other
.......................................
17
22
$
104
$
92
NOTE 4 — Property and Equipment
(in millions)
Ships
and ship
improvements
Other
property
and
equipment
Total
Cost
At November 30, 2024
........................
$
5,069
$
234
$
5,303
Exchange movements
.......................
224
11
235
Additions
...............................
2,661
50
2,712
Disposals
...............................
(590)
(49)
(638)
At November 30, 2025
........................
$
7,364
$
247
$
7,611
Accumulated depreciation
At November 30, 2024
........................
$
(1,897)
$
(148)
$
(2,045)
Exchange movements
.......................
(73)
(8)
(81)
Depreciation
.............................
(259)
(25)
(284)
Disposals
...............................
234
27
260
At November 30, 2025
........................
$
(1,995)
$
(155)
$
(2,150)
Net book value
At November 30, 2024
........................
$
3,172
$
86
$
3,258
At November 30, 2025
........................
$
5,369
$
92
$
5,461
Refer to Note 10 — “Property and Equipment”in the Carnival plc Group financial statements for ship sales
and ship purchases during the year.
Carnival plc
Financial Statements
113
NOTE 5 — Leases
The balance sheet shows the following amounts:
November 30,
(in millions)
2025
2024
Right-of-use assets (a)
Ships (b)
....................................................
$
—
$
233
Port facilities
.................................................
119
131
Real estate
..................................................
57
55
Other
......................................................
10
10
$
185
$
429
Lease liabilities
Current
....................................................
$
27
$
120
Non-current
.................................................
177
353
$
204
$
473
(a)
During 2025 and 2024, we obtained $10 million and $6 million of right-of-use assets in exchange for
new and amended lease liabilities.
(b)
During 2025, we terminated our leases of three ships with related parties. Refer to Note 22 — “Related
Party Transactions”in the Carnival plc Group financial statements for additional details.
The Statements of Income include the following amounts:
Year Ended
November 30,
(in millions)
2025
2024
Short-term lease expense (a)
...........................................
$
83
$
102
Variable lease expense not included in the measurement of lease liabilities
...........
$
44
$
75
(a)
Related to ships leased from Carnival Corporation and its subsidiaries
As of November 30, 2025, maturities of lease liabilities (contractual undiscounted cash flows) were as
follows:
(in millions)
2026
.................................................................
$
36
2027
.................................................................
38
2028
.................................................................
38
2029
.................................................................
38
2030
.................................................................
21
Thereafter
.............................................................
79
Total lease payments
....................................................
$
250
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
114
NOTE 6 — Other Assets
November 30,
(in millions)
2025
2024
Debt issuance costs (a)
............................................
$
48
$
25
Post-employment benefits (b)
.......................................
5
9
Other long-term assets and other receivables
............................
46
40
$
100
$
73
(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 20 — “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)
2025
2024
At December 1
.................................................
$
5,797
$
7,217
Additions
.....................................................
321
5
Impairments
...................................................
—
(23)
Returns of investments
...........................................
(882)
(1,401)
At November 30
................................................
$
5,236
$
5,797
At November 30, 2025 and 2024, 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 2025, the
Parent Company recorded $641 million as return of investment from Costa Crociere and $241 million as
return of investment substantially all from P&O Princess American Holdings ($1.4 billion as return of
investment from Costa Crociere and $48 million as return of investment from another subsidiary during
2024).
Carnival plc
Financial Statements
115
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
at November 30, 2025 were as follows:
Companies (Countries of Incorporation)
Ownership
Interest
UK
Companies
House
Registration
Number
Address of Companies’ Registered
Office
United Kingdom
Carnival (UK) Limited (a)
100%
03141044
3rd Floor, 1 Ashley Road,
Altrincham, Cheshire,
WA14 2DT
Carnival Port Holdings Limited (a)
100%
11523367
Carnival House, 100 Harbour
Parade, Southampton,
Hampshire, SO15 1ST
Carnival Technical Services (UK)
Limited (a)
100%
10613960
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 (a) (b)
100%
03633566
Carnival House, 100 Harbour
Parade, Southampton,
Hampshire, SO15 1ST
Argentina
Costa Cruceros S.A. (b)
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. (b)
99.9%
Av. Paulista, 460, 9º – 10º andar,
Bela Vista, São Paulo,
SP 01310.100
Ibero Cruzeiros Ltda. (b)
99.9%
Av. Paulista, 460, 9º – 10º andar,
Bela Vista, São Paulo,
SP 01310.100
Canada
Westmark Hotels of Canada, Ltd. (b)
100%
2900-550 Burrard Street,
Vancouver, British Columbia,
V6C0A3
116
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 (b)
99.9%
Room 2205-2C, 22nd Floor,
No. 9, Lane 803, Shuangcheng
Road, Baoshan District,
Shanghai
Costa Cruises Travel Agency (Shanghai)
Co., Ltd. (b)
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
Curacao
Cruise Ships Catering & Services
International N.V. (b)
99.9%
Kaya Flamboyan 9, Willemstad
Milestone N.V. (b)
99.9%
Kaya Flamboyan 9, Willemstad
Prestige Cruises N.V. (b)
99.9%
Kaya Flamboyan 9, Willemstad
Spanish Cruise Services N.V. (b)
99.9%
Kaya Flamboyan 9, Willemstad
Finland
Carnival Technical Services Finland
Limited (b)
100%
Vattuniemenranta 2, 00210
Helsinki, FI-00210
France
Chantier Naval de Marseille SAS (b)
33.3%
Aire de Mourepiane Entrée
Porte 4, 13344 Marseille Cedex 15
Marseille Provence Cruise Terminal
SAS (b)
50.0%
Mole Léon Gourret Terminal
Croisière, 13316 Marseille
Cedex 15
French Polynesia
F.P.M.SAS (b)
100%
C/O Mamao Bureaux,
121 Avenue Georges Clemenceau,
BP 43503 Fare Tony, Papeete
Germany
AIDA Kundencenter GmbH (b)
99.9%
Am Strande 4, 18055 Rostock
Carnival Maritime GmbH (b)
99.9%
Großer Grasbrook 9, 20457
Hamburg
Carnival Technical Services GmbH (b)
100%
Am Strande 3d, 18055 Rostock
HSE Hamburg School of Entertainment
GmbH (b)
99.9%
Simon-von-Utrecht-Straße 1,
20359 Hamburg
India
Carnival Support Services India Private
Limited (b)
100%
Kohinoor City, Tower 2, Floor 5,
Kirol Road, Off. LBS. Marg,
Kurla West, Mumbai — 400070
Carnival plc
Financial Statements
117
Companies (Countries of Incorporation)
Ownership
Interest
UK
Companies
House
Registration
Number
Address of Companies’ Registered
Office
Italy
APVS S.r.L. (b)
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. (b)
50.0%
Calata delle Vele, Darsena
Nuova, Palacrociere, 17100
Savona
Ecospray Technologies S.r.L. (b)
31.9%
Via Ricotti, 5, 27058, Voghera,
Pavia
Finpax S.r.L. (b)
21.5%
Ses San Marco 2568, 30124
Venezia
Italy Cruise Investment S.r.L. (b)
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. (b)
33.3%
Via Darsena Romana, 11, 00053
Civitavecchia, Roma
Spezia & Carrara Terminal S.R.L. (b)
33.0%
Largo Michele Fiorillo 19124 La
Spezia
Stazioni Marittime S.p.A. (b)
13.3%
Ponte Dei Mille 1, 16123 Genova
Terminal Napoli S.p.A. (b)
22.5%
Stazione Marittima Molo
Angioino, 80133 Napoli
Trieste Adriatic Maritime Initiatives
S.r.L. (b)
43.4%
Punto Franco Vecchio Molo IV,
34135, Trieste
Trieste Terminal Passeggeri S.p.A. (b)
26.0%
Punto Franco Vecchio Molo IV,
34135, Trieste
Venezia Investimenti S.r.L (b)
25.0%
Via Fieschi, 8/11, 16121 Genova
Venezia Terminal Passeggeri S.p.A. (b)
11.3%
Marittima Fabbricato 248, 30135
Venezia
Welcome Travel Group S.p.A. (b)
50.0%
Via Ernesto Lugaro 15, 10126
Torino
West Sicily Gate S.r.L. (b)
50.0%
Molo Vittorio Veneto — Porto di
Palermo
Japan
Carnival Corporation Ports Group Japan
KK (b)
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. (b)
100%
Carretera a Chankannab Km 4.5
Interior Puerta Maya Cozumel,
Quintana Roo
118
Companies (Countries of Incorporation)
Ownership
Interest
UK
Companies
House
Registration
Number
Address of Companies’ Registered
Office
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
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. (b)
99.9%
La Guardiaweg 58, 1043 DJ
Amsterdam
CSMART Real Estate B.V. (b)
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. (b)
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
Spain
Barcelona Cruise Terminal SLU (b)
100%
Vial Moll Adossat, 122 Terminal
D&E. Port de Barcelona 08039
Barcelona
Costa Cruises Customer Center S.L.U. (b)
99.9%
Torre Mapfre, Carrer de la
Marina, 16-18, Barcelona
Holding Division Iberocruceros SLU (b)
100%
Calle Pedro Teixeira, 8 Planta 5
28020 Madrid
Iberocruceros SLU (b)
100%
Calle Pedro Teixeira, 8 Planta 5
28020 Madrid
Santa Cruz Terminal, S.L. (b)
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 (b)
99.9%
Dornacherplatz 7, 4500
Solothurn
Costa Kreuzfahrten GmbH (b)
99.9%
Fraumünsterstrasse 29, 8001
Zurich
United Arab Emirates
Shamal Venture Cruise Terminal LLC (b)
49.0%
303 Emaar Square Building Bur
Dubai Burj Khalifa, Dubai
Carnival plc
Financial Statements
119
Companies (Countries of Incorporation)
Ownership
Interest
UK
Companies
House
Registration
Number
Address of Companies’ Registered
Office
United States
1972 Productions, Inc. (b)
100%
1200 South Pine Island Road
Plantation, Florida 33324
A.J. Juneau Dock, LLC (b)
50.0%
1429 Tongass Avenue, Ketchikan,
Alaska 99901
Alaska Hotel Properties LLC (b)
100%
1209 Orange Street, Wilmington,
Delaware 19801
CC U.S. Ventures, Inc. (b)
100%
1209 Orange Street, Wilmington,
Delaware 19801
Costa Cruise Lines Inc. (b)
99.9%
3655 N.W. 87th Avenue,
MSC3S001, Miami,
Florida 33178
Ecospray Technologies, LLC (b)
31.9%
2025 NW 102 Avenue, Suite 107,
Miami, Florida 33172
Gibs, Inc. (b)
100%
1209 Orange Street, Wilmington,
Delaware 19801
Global Experience Innovators, Inc. (b)
100%
3655 N.W. 87th Avenue, Miami,
Florida 33178
Global Fine Arts, Inc. (b)
100%
24305 Town Center Drive, Santa
Clarita, California 91355
Holland America Line Inc. (b)
100%
450 Third Avenue West, Seattle,
Washington 98119
Holland America Line — USA Inc. (b)
100%
450 Third Avenue West, Seattle,
Washington 98119
Ketchikan Dock Company, LLC (b)
30.0%
55 Schoenbar Ct, Suite 201,
Ketchikan, Alaska 99901
Klondike Holdings, LLC
45.0%
251 Little Falls Drive,
Wilmington, Delaware 19808
P&O Properties (California), Inc. (b)
100%
24305 Town Center Drive, Santa
Clarita, California 91355
Princess Cruises and Tours, Inc.
100%
1201 North Market Street,
18th Floor, Wilmington,
Delaware 19081
Princess U.S. Holdings, Inc. (b)
100%
24305 Town Center Drive, Santa
Clarita, California 91355
Royal Hyway Tours, Inc. (b)
100%
CT Corporation System, 8585
Old Dairy Road, Ste 208, Juneau,
Alaska 99801
Skagway Port & Rail, Inc. (b)
45.0%
601 Union Street #3920, Seattle,
Washington 98101
Tour Alaska, LLC (b)
100%
1209 Orange Street, Wilmington,
Delaware 19801
Westmark Hotels, Inc. (b)
100%
CT Corporation System, 8585
Old Dairy Road, Ste 208, Juneau,
Alaska 99801
(a)
Exempt from audit of individual accounts by virtue of Section 479A of the Companies Act 2006.
(b)
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, 2025.
120
NOTE 8 — Accrued Liabilities and Related
November 30,
(in millions)
2025
2024
Compensation and benefits
........................................
$
56
$
94
Interest
......................................................
75
68
Port fees
......................................................
13
26
Emission obligations
.............................................
24
12
Other
........................................................
88
126
$
256
$
325
NOTE 9 — Customer Deposits
We had total customer deposits of $1.5 billion as of November 30, 2025 and November 30, 2024. During
2025 and 2024, we recognized revenues of $1.3 billion and $1.2 billion related to our customer deposits as of
November 30, 2024 and 2023. 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)
2025
2024
Customer deposits
..............................................
$
123
$
110
Post-employment benefits
.........................................
10
8
Other long-term liabilities
.........................................
10
5
$
144
$
122
NOTE 11 — Share Capital and Reserves
(in millions)
Number of
Shares
Share
Capital
At November 30, 2024
........................................
217
$
361
Ordinary shares issued and fully paid
.............................
—
—
At November 30, 2025
........................................
217
$
361
There were 28.9 million shares held as treasury stock at November 30, 2025 (29.7 million shares were held
as treasury stock at November 30, 2024).
At November 30, 2025 there were 11.3 million ordinary shares at $1.66 each of Carnival plc (11.7 million at
November 30, 2024) authorized for future issuance under its employee equity settled incentive and benefit
plans.
At November 30, 2025 and 2024, 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
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
Carnival plc
Financial Statements
121
• 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.
NOTE 12 — Employees
The average number of our employees, which excludes shipboard employees who are on leave, was as
follows:
Years Ended
November 30,
2025
2024
Shore employees
................................................
2,228
2,238
Shipboard employees (a)
..........................................
794
2,646
3,022
4,884
(a)
During March 2025, we sunset the P&O Cruises (Australia) brand and folded its operations into
Carnival Cruise Line.
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)
2025
2024
Salaries, wages and benefits
........................................
$
203
$
250
Social security and payroll taxes
.....................................
22
19
Post-employment benefits
.........................................
10
9
Share-based compensation
.........................................
6
3
$
241
$
282
122
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 2025 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 25 to the group financial statements;
•
the parent company balance sheets;
•
the parent company statement of changes in shareholders’ equity; and
•
related notes 1 to 12 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 matter that we identified in the current year was:
• Revenue recognition — manual journals
Within this report, key audit matters are identified as follows:
Similar level of risk
Materiality
The materiality that we used for the group financial statements was US$75million
which was determined on the basis of 0.8% of forecast revenues. This represented
0.8% of total reported revenues.
Scoping
Our audit procedures on specified account balances and classes of transactions on
six components represent 85% of revenue, 87% of profit before tax and 94% of net
assets.
Significant changes in our
approach
We no longer identify the valuation of ship assets as a key audit matter, due to the
improved performance of the European Brand. As a result, the level of risk and
audit effort associated with this matter has reduced compared to the prior year.
There were no other significant changes in the current year.
123
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 of accounting.
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 — manual journals
Key audit matter description
Revenue of US$10,019 million (2024: US$9,413 million), primarily reflecting
customer receipts from guests and onboard spending, is recognised in full upon
completion of voyages with durations of ten nights or less and on a pro rata basis
for voyages in excess of ten nights.
Certain manual adjustments are periodically made, including the adjustment
required to pro rate revenue for voyages in excess of ten nights, to ensure the
appropriate recognition of revenue. Due to the inherent fraud risk associated with
this type of entry, we have identified manual journals directly impacting revenue as
a key audit matter.
Management’s associated accounting policy is detailed in Note 2 to the financial
statements.
124
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.
• Tested a sample of manual journal postings directly impacting revenue,
through agreement to supporting documentation.
• Assessed management’s adjustment for voyages spanning the year-end,
developing an independent expectation utilising relevant factors including
voyage duration.
Key observations
Based on our audit procedures we are satisfied that the revenue recognised in the
period is appropriate.
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$75 million
(2024: US$70 million)
US$68 million
(2024: US$63 million)
Basis for determining materiality
0.8% of forecast revenues. This
represents 0.8% of total reported
revenues (2024: 0.7% of total
reported revenues).
Parent company materiality was
determined on the basis of 0.5% of
total assets (2024: 0.5% of total
assets), which is capped at 90% of
group materiality (2024: capped at
US$63m, 90% of group materiality)
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
parent 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.
Group materiality
US$75.0 million
Revenue US$10,019
million
Revenue
Group materiality
Component
performance materiality
range US$26.3 million to
US$31.5 million
Audit Committee reporting
threshold US$3.8 million
125
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
70% of group materiality
(2024: 60%)
70% of parent company materiality
(2024: 60%)
Basis and rationale for determining
performance materiality
In determining performance materiality, we considered the following factors:
• Our understanding of the group and its environment;
• 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; and
• Our consideration of changes in the business noted from the prior year.
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$3.8 million (2024: US$3.5 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. The group is made up of 11 (2024: 11) components which were
identified at the brand level, plus certain consolidation components. We identified six (2024: six) components where we
performed audit procedures on specified account balances and classes of transactions that together represent 85% (2024:
84%) of revenue, 87% (2024: 95%) of profit before tax and 94% (2024: 95%) of net assets.
For the parent company audit, we concluded that Carnival plc comprises six (2024: six) components. These components
were identified at the brand level, plus certain consolidation components. We performed audit procedures on specified
account balances and classes of transactions for three (2024: three) components. Audit procedures performed for the
group as described above have been leveraged for the audit of the parent company financial statements.
We engaged component auditors from Deloitte member firms in the US, Italy and Germany to perform procedures
under our direction, supervision and review as further 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 audits of specified account balances and classes of transactions.
15%
85%
Group Revenue
13%
6%
87%
94%
Group Profit
before tax
Group Net assets
Audit of specified account
balances and classes of
transactions
Audit of specified account
balances and classes of
transactions
Audit of specified account
balances and classes of
transactions
Review at group level
Review at group level
Review at group level
126
7.2. Our consideration of the control environment
Our audit strategy is to rely on controls over certain business cycles, including revenue within the European 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 revenue, this includes consideration of reservation systems at the European
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 various processes within business cycles, such as those
relating to property, plant and equipment at certain components. Where relevant, we also obtained an understanding of
the controls relating to key 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.
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.
In considering the disclosures presented as part of the Strategic Report, we engaged our climate specialists to assess
consistency 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 and higher 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 and a review of each component auditor’s engagement file by a senior
member of the group audit team. Consistent with the previous year, 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.
127
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
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, 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 component audit teams and relevant internal
specialists, including tax, analytics, IT and forensic specialists regarding how and where fraud might occur in
the financial statements and any potential indicators of fraud.
128
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 — manual journals. 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, UK 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 — manual journals as 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;
•
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 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 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 UK 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;
129
•
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.
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 two years, covering the years
ending 30 November 2024 and 30 November 2025.
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 2026
130
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in millions, except per share data)
Years Ended November 30,
2025
2024
2023
Passenger ticket
...........................
$
17,419
$
16,463
$
14,067
Onboard and other
........................
9,202
8,558
7,526
Total Revenues
.............................
26,622
25,021
21,593
Cruise and tour operating expenses:
Commissions, transportation and other
........
3,331
3,232
2,761
Onboard and other
.......................
2,816
2,678
2,375
Payroll and related
.......................
2,589
2,464
2,373
Fuel
.................................
1,808
2,007
2,047
Food
.................................
1,499
1,457
1,335
Other operating
.........................
3,904
3,801
3,426
Total Cruise and tour operating expenses
..........
15,947
15,638
14,317
Selling and administrative expense
..............
3,402
3,252
2,950
Depreciation and amortization expense
..........
2,790
2,557
2,370
Operating Income
...........................
4,483
3,574
1,956
Interest income
...........................
51
93
233
Interest expense, net of capitalized interest
........
(1,349)
(1,755)
(2,066)
Debt extinguishment and modification costs
.......
(409)
(79)
(111)
Other income (expense), net
..................
(4)
83
(75)
Income (Loss) Before Income Taxes
...............
2,772
1,915
(62)
Income tax benefit (expense), net
...............
(12)
1
(13)
Net Income (Loss)
...........................
$
2,760
$
1,916
$
(74)
Earnings Per Share
Basic
..................................
$
2.10
$
1.50
$
(0.06)
Diluted
.................................
$
2.02
$
1.44
$
(0.06)
The accompanying notes are an integral part of these consolidated financial statements.
DLC Financial Statements
and Other Information
131
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Years Ended November 30,
2025
2024
2023
Net Income (Loss)
...........................
$
2,760
$
1,916
$
(74)
Items Included in Other Comprehensive Income (Loss)
Change in foreign currency translation adjustment
..
137
(3)
52
Other
..................................
27
(34)
(8)
Other Comprehensive Income (Loss)
..............
165
(36)
44
Total Comprehensive Income (Loss)
...............
$
2,925
$
1,879
$
(30)
The accompanying notes are an integral part of these consolidated financial statements.
132
CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(in millions, except par values)
November 30,
2025
2024
ASSETS
Current Assets
Cash and cash equivalents
.....................................
$
1,928
$
1,210
Trade and other receivables, net
.................................
678
590
Inventories
...............................................
505
507
Prepaid expenses and other
....................................
1,108
1,070
Total current assets
........................................
4,219
3,378
Property and Equipment, Net
.....................................
43,494
41,795
Operating Lease Right-of-Use Assets, Net
............................
1,328
1,368
Goodwill
...................................................
579
579
Other Intangibles
.............................................
1,177
1,163
Other Assets
................................................
890
775
$
51,687
$
49,057
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt
...............................
$
2,603
$
1,538
Current portion of operating lease liabilities
........................
175
163
Accounts payable
...........................................
1,245
1,133
Accrued liabilities and other
...................................
2,239
2,358
Customer deposits
..........................................
6,831
6,425
Total current liabilities
......................................
13,092
11,617
Long-Term Debt
.............................................
24,037
25,936
Long-Term Operating Lease Liabilities
..............................
1,178
1,239
Other Long-Term Liabilities
.....................................
1,097
1,012
Contingencies and Commitments
Shareholders’ Equity
Carnival Corporation common stock, $0.01 par value; 1,960 shares authorized;
1,298 shares issued at 2025 and 1,294 shares issued at 2024
............
13
13
Carnival plc ordinary shares, $1.66 par value; 217 shares issued at 2025 and
2024
..................................................
361
361
Additional paid-in capital
.....................................
17,267
17,155
Retained earnings
...........................................
4,817
2,101
Accumulated other comprehensive income (loss) (“AOCI”)
..............
(1,810)
(1,975)
Treasury stock, 131 shares at 2025 and 130 shares at 2024 of Carnival Corporation
and 72 shares at 2025 and 73 shares at 2024 of Carnival plc, at cost
.........
(8,364)
(8,404)
Total shareholders’ equity
...................................
12,284
9,251
$
51,687
$
49,057
The accompanying notes are an integral part of these consolidated financial statements.
DLC Financial Statements
and Other Information
133
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended November 30,
2025
2024
2023
OPERATING ACTIVITIES
Net income (loss)
...................................
$
2,760
$
1,916
$
(74)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities
Depreciation and amortization
........................
2,790
2,557
2,370
Loss on debt extinguishment
..........................
401
76
98
Share-based compensation
...........................
98
62
53
Amortization of discounts and debt issue costs
.............
116
141
161
Non-cash lease expense
.............................
161
142
145
Gain on sales of ships
..............................
(112)
(41)
(88)
Greenhouse gas regulatory expense
.....................
91
46
—
Other
..........................................
58
63
90
6,363
4,963
2,756
Changes in operating assets and liabilities
Receivables
......................................
(84)
(49)
(180)
Inventories
......................................
2
9
(85)
Prepaid expenses and other assets
......................
(214)
352
397
Accounts payable
..................................
61
(26)
77
Accrued liabilities and other
..........................
(218)
167
147
Customer deposits
.................................
308
507
1,169
Net cash provided by operating activities
................
6,218
5,923
4,281
INVESTING ACTIVITIES
Purchases of property and equipment
.....................
(3,611)
(4,626)
(3,284)
Proceeds from sales of ships and other property and equipment . . .
323
58
340
Advances to affiliates
.................................
(100)
(64)
(21)
Other
............................................
67
98
155
Net cash used in investing activities
...................
(3,321)
(4,535)
(2,810)
FINANCING ACTIVITIES
Repayments of short-term borrowings
.....................
—
—
(200)
Principal repayments of long-term debt
....................
(12,936)
(5,436)
(7,660)
Debt issuance costs
..................................
(144)
(203)
(131)
Debt extinguishment costs
.............................
(272)
(41)
(79)
Proceeds from issuance of long-term debt
..................
11,152
3,095
2,961
Other
............................................
12
1
20
Net cash provided by (used in) financing activities
.........
(2,189)
(2,584)
(5,089)
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
....................................
19
(8)
17
Net increase (decrease) in cash, cash equivalents and restricted
cash
........................................
727
(1,204)
(3,601)
Cash, cash equivalents and restricted cash at beginning of year
....
1,231
2,436
6,037
Cash, cash equivalents and restricted cash at end of year
.....
$
1,958
$
1,231
$
2,436
The accompanying notes are an integral part of these consolidated financial statements.
134
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, 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
Net income (loss)
.............
—
—
—
2,760
—
—
2,760
Other comprehensive income (loss)
...
—
—
—
—
165
—
165
Issuance of treasury shares for vested
share-based awards
...........
—
—
—
(44)
—
44
—
Share-based compensation and
other
...................
—
—
112
—
—
(5)
107
At November 30, 2025
............
$
13
$
361
$
17,267
$
4,817
$
(1,810)
$
(8,364)
$
12,284
(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.
DLC Financial Statements
and Other Information
135
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 2025 Annual Report as “Carnival Corporation & plc,”
“the company”, “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, Princess Cruises, and Seabourn.
During 2025, we sunset the P&O Cruises (Australia) brand and folded its Australia operations into Carnival
Cruise Line.
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.
In December 2025, following a review of the corporate structure, the Boards of Directors of Carnival
Corporation and Carnival plc recommended unifying the dual listed company under a single corporate
entity, Carnival Corporation, listed solely on the New York Stock Exchange, with Carnival plc as its wholly-
owned UK subsidiary. Under this plan, Carnival plc shareholders would receive Carnival Corporation
shares on a one-for-one basis, and Carnival plc shares and American Depositary Receipts would be de-listed
from both the London Stock Exchange and the New York Stock Exchange, respectively. These proposals
will be subject to certain conditions, including the approval of shareholders and receipt of regulatory and UK
court approvals.
136
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
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 2024 and 2023, we reclassified certain immaterial amounts within cash flows from operating and
financing activities in the Consolidated Statements of Cash Flows 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%
DLC Financial Statements
and Other Information
137
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
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.
As of November 30, 2025, we have estimated our ships’useful lives at 30 years and residual values at 15% of
our original ship cost. Our ships’useful life and residual value estimates take into consideration the
estimated weighted-average useful lives of the ships’major component systems, such as hull, superstructure,
main electric, engines and cabins. We also take into consideration the impact of technological changes,
historical useful lives of similarly-built ships, long-term cruise and vacation market conditions and regulatory
changes, including those related to the impact of greenhouse gases and other emissions on the environment.
We determine the residual value of our ships based on our long-term estimates of their resale value at the
end of their useful lives to us but before the end of their physical and economic lives to others, historical resale
values of our and other cruise ships as well as our expectations of the long-term viability of the secondary
cruise ship market.
We review estimated useful lives and residual values of our ships for reasonableness whenever events or
circumstances indicate a revision is warranted. In December 2025, we completed such review considering
the period over which we expect to operate our ships and our long-term plans. As a result, we determined our
ships’depreciable lives would be extended to 35 years. In connection with the increase in estimated useful
life, we reduced our estimated residual value of each ship to be 5% of our original ship cost for liquefied
natural gas (“LNG”) powered ships and a range of salvage values under $25 million for all other ships,
depending on the class and tonnage of the ship. This revision did not have a material impact on our
financial statements and has been applied prospectively beginning December 1, 2025.
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.
138
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
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
DLC Financial Statements
and Other Information
139
for the existence of features that require separation and accounting as a derivative. In our Consolidated
Statements of Cash Flows, debt issuance costs paid to lenders related to a recognized debt liability are netted
against the proceeds from the related long-term debt while debt issuance costs paid to third parties, or
related to undrawn credit facilities, are presented separately within financing activities.
Derivatives and Other Financial Instruments
We have in the past and may in the future utilize derivative and non-derivative financial instruments, such as
foreign currency forwards, options and swaps, foreign currency debt obligations and foreign currency cash
balances, to manage our exposure to fluctuations in certain foreign currency exchange rates. We have in the
past and may in the future use interest rate swaps primarily to manage our interest rate exposure to
achieve a desired proportion of fixed and floating rate debt. Our policy is to not use financial instruments
for trading or other speculative purposes.
All derivatives are recorded at fair value. If a derivative is designated as a cash flow hedge, then the change
in the fair value of the derivative is recognized as a component of 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 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 2025,
2024 and 2023. 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.
140
Revenue and Expense Recognition
Guest cruise deposits and advance onboard purchases are initially included in customer deposits when
received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from
onboard and other activities, and all associated direct expenses of a voyage are recognized as cruise expenses,
upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in
excess of ten nights. The impact of recognizing these shorter duration cruise revenues and expenses on a
completed voyage basis versus on a pro rata basis is not material. Certain of our product offerings are bundled
and we allocate the value of the bundled services and goods between passenger ticket revenues and onboard
and other revenues based upon the estimated standalone selling prices of those goods and services. Future
travel discount vouchers are included as a reduction of 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 expenses 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
expenses at the time of revenue recognition. We had prepaid air and other transportation expenses of
$233 million and $219 million as of November 30, 2025 and 2024. The proceeds that we collect from the
sales of third-party shore excursions are included in onboard and other revenues and the related expenses are
included in onboard and other expenses. The amounts collected on behalf of our onboard concessionaires,
net of the amounts remitted 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 expenses 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 commencement of the voyage. We also offer our guests the advance purchase of onboard and other
services. Cash received from guests in advance of the cruise is recorded in customer deposits and in other
long-term liabilities on our Consolidated Balance Sheets. These amounts include refundable deposits. We had
total customer deposits of $7.2 billion and $6.8 billion as of November 30, 2025 and 2024. During 2025
and 2024, we recognized revenues of $6.1 billion and $5.5 billion related to our customer deposits as of
November 30, 2024 and 2023. 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 $363 million and $336 million as of
November 30, 2025 and 2024.
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
DLC Financial Statements
and Other Information
141
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 $972 million in 2025, $925 million in 2024 and $851 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 typically expensed as incurred.
Share-Based Compensation
We recognize compensation expense for share-based compensation awards using the fair value method. For
time-based share awards, we recognize compensation cost ratably using the straight-line attribution
method over the expected vesting period or to the retirement eligibility date, if earlier than the vesting
period. For performance-based share awards, we recognize compensation cost ratably using the straight-line
attribution method over the expected vesting period based on our estimate of performance conditions. If
all or a portion of the performance condition is not expected to be met, the appropriate amount of previously
recognized compensation expense is reversed and future compensation expense is adjusted accordingly. In
addition, performance-based share awards for which the accounting grant date is not established at the time
of the award are remeasured at the end of each reporting period. For market-based share awards, we
recognize compensation cost ratably using the straight-line attribution method over the expected vesting
period. Compensation expense will be recognized, even if the target market-based conditions are not expected
to be met. We account for forfeitures as they occur.
Earnings Per Share
Basic earnings per share is computed by dividing net income (loss) by the weighted-average number of
shares outstanding during each period. Diluted earnings per share is computed by dividing net income by
the weighted-average number of shares and common stock equivalents outstanding during each period
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 November 2023, the Financial Accounting Standards Board (“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’ measure of 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 measure of segment profit or loss in assessing segment performance and deciding how to
allocate resources. We adopted this guidance retrospectively as of November 30, 2025. Refer to Note 12 —
“Segment Information”.
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 may have on our consolidated financial
statements.
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 may have on our
consolidated financial statements.
In July 2025, the FASB issued guidance,
Financial Instruments — Credit Losses — Measurement of Credit
Losses for Accounts Receivable and Contract Assets.
This guidance provides a practical expedient permitting
142
an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset
when estimating expected credit losses for current accounts receivable and current contract assets accounted
for under
Revenue from Contracts with Customers
. This guidance is required to be adopted by us in 2027.
We are currently evaluating the impact this guidance may have on our consolidated financial statements.
In September 2025, the FASB issued guidance,
Intangibles — Goodwill and Other — Internal-Use Software —
Targeted Improvements to the Accounting for Internal-Use Software
. This guidance removes references to
software development stages. Entities will be required to start capitalizing software costs when (i) management
has authorized and committed to funding the software project, and (ii) it is probable the project will be
completed and the software will be used as intended. This guidance is required to be adopted by us in 2029.
We are currently evaluating the impact this guidance may have on our consolidated financial statements.
NOTE 3 — Property and Equipment
November 30,
(in millions)
2025
2024
Ships and ship improvements
.................................
$
61,683
$
58,649
Ships under construction
....................................
464
535
Other property and equipment
................................
5,315
4,705
Total property and equipment
.................................
67,462
63,889
Less accumulated depreciation
................................
(23,968)
(22,094)
$
43,494
$
41,795
Capitalized interest amounted to $75 million in 2025, $61 million in 2024 and $64 million in 2023.
Sales of Ships
During 2025, we completed the sales of one North America segment ship and one Europe segment ship,
which represents a passenger-capacity reduction of 460 berths for our North America segment and 2,700
berths for our Europe segment. We will continue to operate the North America segment ship through
May 2026 and the Europe segment ship through September 2026 under bareboat charter agreements.
NOTE 4 — Equity Method Investments
At November 30, 2025 and 2024, we had a 33% and 49% noncontrolling interest in Grand Bahama
Shipyard Ltd. (“Grand Bahama”), a ship repair and maintenance facility. As of November 30, 2025, our
investment in Grand Bahama was $27 million, consisting of $16 million in equity and a loan of $10 million.
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. Grand Bahama provided an immaterial amount of services to us in 2025,
2024 and 2023.
At November 30, 2025 and 2024, we had a 33% and 50% noncontrolling interest in Floating Docks S. de
RL. (“Floating Docks”), our joint venture with the other shareholders of Grand Bahama, which will construct
two floating drydocks. The first was delivered in June 2025 and the second is expected to be delivered in
early 2026. As of November 30, 2025 and 2024 our investment in Floating Docks was $130 million and
$81 million. We have provided payment guarantees on behalf of Floating Docks. As of November 30, 2025
and 2024, the amounts outstanding under these guarantees were immaterial.
In June 2025, we sold one-third of our interest in Grand Bahama and Floating Docks. The sale did not have
a material impact to our consolidated financial statements and the proceeds are included in other within
investing activities in our Consolidated Statements of Cash Flows.
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 2025, 2024 and 2023. As of November 30, 2025, our investment in White Pass was $64 million,
consisting of $32 million in equity and a loan of $32 million. 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.
Our proportionate interest in the results of our equity method investments are not material.
DLC Financial Statements
and Other Information
143
NOTE 5 — Debt
November 30,
(in millions)
Maturity
Rate (a)
2025
2024
Secured Subsidiary Guaranteed
Notes
Notes
........................
Jun 2027
7.88%
$
192
$
192
Notes
........................
Aug 2028
4.00%
2,406
2,406
Notes
........................
Aug 2029
7.00%
500
500
Loans
Floating rate (b)
..................
Aug 2027 – Oct 2028
SOFR + 2.00% (c)
—
2,449
Total Secured Subsidiary Guaranteed
...
3,098
5,547
Senior Priority Subsidiary Guaranteed
Notes (b)
......................
May 2028
10.38%
—
2,030
Unsecured Subsidiary Guaranteed
Notes
Notes (b)
......................
Mar 2026
7.63%
—
1,351
Notes (b)
......................
Mar 2027
5.75%
—
2,722
Convertible Notes
.................
Dec 2025 (d)
5.75%
1,131
1,131
Notes (b)
......................
May 2029
6.00%
—
2,000
Notes
........................
May 2029
5.13%
1,250
—
EUR Notes
.....................
Jan 2030
5.75%
580
528
Notes
........................
Mar 2030
5.75%
1,000
—
Notes (b)
......................
Jun 2030
10.50%
—
1,000
Notes
........................
Jun 2031
5.88%
1,000
—
EUR Notes
.....................
Jul 2031
4.13%
1,160
—
Notes
........................
Aug 2032
5.75%
3,000
—
Notes
........................
Feb 2033
6.13%
2,000
—
Loans
EUR floating rate (e)
...............
Apr 2025
EURIBOR + 3.25%
—
211
Floating rate
....................
Aug 2027 – Nov 2027
SOFR + 1.13 – 1.38%
900
—
Export Credit Facilities
Floating rate
....................
Dec 2031
SOFR + 1.20% (f)
446
514
Fixed rate
......................
Aug 2027 – Dec 2032
2.42 – 3.38%
1,983
2,370
EUR floating rate
.................
Oct 2026 – Nov 2034
EURIBOR + 0.55 – 0.80%
2,461
2,590
EUR fixed rate
...................
Feb 2031 – Sep 2037
1.05 – 4.00%
6,132
5,386
Total Unsecured Subsidiary Guaranteed
.
23,042
19,803
Unsecured (No Subsidiary Guarantee)
Notes
Notes
........................
Jan 2028
6.65%
200
200
EUR Notes
.....................
Oct 2029
1.00%
696
633
Loans
EUR floating rate (e)
...............
Apr 2029
EURIBOR + 1.95%
348
—
Total Unsecured (No Subsidiary Guarantee)
.
1,244
833
Total Debt
......................
27,383
28,213
Less: unamortized debt issuance costs and
discounts
.....................
(744)
(738)
Total Debt, net of unamortized debt issuance
costs and discounts
...............
26,640
27,475
Less: current portion of long-term debt
....
(2,603)
(1,538)
Long-Term Debt
..................
$
24,037
$
25,936
(a)
The reference rates, together with any applicable credit adjustment spread, for all of our floating
rate debt have a 0.00% floor.
(b)
See “Debt Prepayments” below.
(c)
As part of the repricing of our senior secured term loans, we amended the loans’ margin from
2.75% to 2.00%. See “Repricing of Senior Secured Term Loans”below.
(d)
See “Convertible Notes” below.
(e)
During 2025, the euro floating rate loan agreement was amended to increase the principal amount
144
by $112 million, extend its maturity from April 2025 to April 2029, amend the loan’s margin from
3.25% to 1.95% and remove the subsidiary guarantee.
(f)
Includes applicable credit adjustment spread.
As of November 30, 2025, all of our outstanding debt is issued or guaranteed by substantially the same
entities with the exception of the $1.8 billion of export credit facilities of Sun Princess Limited and Sun
Princess II Limited, which do not guarantee our other outstanding debt.
As of November 30, 2025, the scheduled maturities of our debt are as follows:
(in millions)
Year
Principal Payments
2026 (a)
......................................................
$
2,615
2027
.........................................................
2,518
2028
.........................................................
3,962
2029
.........................................................
4,133
2030
.........................................................
2,886
Thereafter
.....................................................
11,268
Total
.........................................................
$
27,383
(a)
Includes $1.1 billion of our 5.75% convertible senior notes due 2027 (“2027 Convertible Notes”)
which were settled in December 2025. See “Convertible Notes”below.
Revolving Facility
During 2025, Carnival Corporation and Carnival plc entered into a $4.5 billion unsecured multi-currency
revolving credit facility (“Revolving Facility”). The Revolving Facility replaced the $1.9 billion, €0.9 billion
and £0.1 billion multi-currency revolving credit facility of Carnival Holdings (Bermuda) II Limited, a
subsidiary of Carnival Corporation. The Revolving Facility contains an accordion feature, allowing up to
$1.0 billion of additional revolving commitments. We may borrow or utilize available amounts under the
Revolving Facility through its maturity in June 2030, subject to the satisfaction of the conditions in the facility.
Borrowings under the Revolving Facility bear interest at a rate of term SOFR, EURIBOR, or daily
compounding SONIA, as applicable, plus a margin based on the credit ratings of Carnival Corporation. In
addition, we are required to pay certain fees on the aggregate commitments under the Revolving Facility.
As of November 30, 2025, we had $4.5 billion available for borrowing under the Revolving Facility.
Notes and Term Loans
Repricing of Senior Secured Term Loans
During 2025, we entered into amendments to reprice the outstanding principal amounts of our first-
priority senior secured term loan facility maturing in 2027 and our first-priority senior secured term loan
facility maturing in 2028 (“Repriced Loans”), which were included within the total Secured Subsidiary
Guaranteed Loans balance in the debt table above. During 2025, the Repriced Loans were prepaid.
DLC Financial Statements
and Other Information
145
Issuances and Borrowings
During 2025, we issued the following senior unsecured notes:
• $1.3 billion of 5.13% senior unsecured notes due 2029
• $1.0 billion of 5.75% senior unsecured notes due 2030
• $1.0 billion of 5.88% senior unsecured notes due 2031
• $1.2 billion of 4.13% senior unsecured euro notes due 2031
• $3.0 billion of 5.75% senior unsecured notes due 2032
• $2.0 billion of 6.13% senior unsecured notes due 2033
Additionally, we borrowed the following under unsecured term loan facilities maturing in 2027:
• $0.4 billion bearing interest at a rate per annum equal to SOFR plus 1.13%
• $0.3 billion bearing interest at a rate per annum equal to SOFR plus 1.25%
• $0.3 billion bearing interest at a rate per annum equal to SOFR plus 1.38%
Prepayments
During 2025, we used proceeds from debt issuances and borrowings, together with cash on hand, to prepay
the following debt instruments:
• 7.63% senior unsecured notes due 2026
• 5.75% senior unsecured notes due 2027
• First-priority senior secured term loan facilities maturing in 2027 and 2028
• 10.38% senior priority notes due 2028
• 6.00% senior unsecured notes due 2029
• 10.50% senior unsecured notes due 2030
The aggregate amount of these prepayments was $11.6 billion.
Debt Extinguishment and Modification Costs
During 2025, we recognized a total of $409 million of debt extinguishment and modification costs,
including $271 million of premium paid on redemption, within our Consolidated Statements of Income
(Loss) as a result of the above transactions.
Export Credit Facility Borrowings
During 2025, we borrowed $0.8 billion under export credit facilities due in semi-annual installments
through 2037. As of November 30, 2025, we had $7.8 billion of undrawn export credit facilities to fund ship
deliveries planned through 2033. As of November 30, 2025, the net book value of our ships subject to
negative pledges was $19.3 billion.
Convertible Notes
In September 2025, we issued a notice of redemption of the outstanding principal amount of the 2027
Convertible Notes at a redemption price equal to 100% of the principal amount, plus accrued interest, up
until the redemption date of December 5, 2025. As a result of the redemption notice, the 2027 Convertible
Notes became convertible at the option of the holder through December 3, 2025. We elected to settle any
conversions through a combination settlement. Substantially all holders of the $1.1 billion principal
amount of the 2027 Convertible Notes elected to convert their notes, resulting in the issuance of 69.1 million
shares of Carnival Corporation common stock and a cash payment of $500 million.
146
The net carrying value of our convertible notes was as follows:
November 30,
(in millions)
2025
2024
Principal
...................................................
$
1,131
$
1,131
Less: Unamortized debt discount and debt issue costs
....................
(13)
(19)
$
1,118
$
1,112
The interest expense recognized related to our convertible notes was as follows:
November 30,
(in millions)
2025
2024
2023
Contractual interest expense
................................
$
65
$
86
$
91
Amortization of debt discount and debt issue costs
................
6
8
9
$
71
$
94
$
100
As of November 30, 2025, the if-converted value above par was $1.0 billion on 84.5 million available shares
for the 2027 Convertible Notes.
Collateral Pool
As of November 30, 2025, the net book value of our ships and ship improvements, excluding ships under
construction, is $40.6 billion. Our secured debt is secured on a first-priority basis by certain collateral, which
includes ships and certain assets related to those ships and material intellectual property (combined net
book value of approximately $22.4 billion, including $20.8 billion related to ships and certain assets related
to those ships as of November 30, 2025) and certain other assets.
Covenant Compliance
As of November 30, 2025, the most restrictive covenants for our Revolving Facility, unsecured loans and
export credit facilities include the following:
• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as
defined in the agreements) at a ratio of not less than 2.5 to 1.0 for the November 30, 2025 testing date,
and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards
• 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
• Limit the amounts of our secured assets as well as secured and other indebtedness
At November 30, 2025, 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 could become due, and our debt
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.
DLC Financial Statements
and Other Information
147
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. On March 6, 2025, Havana Docks filed a petition for certiorari with the
Supreme Court of the United States and we responded. On October 3, 2025, the Supreme Court accepted
review of the case. Briefing on the merits is underway. We believe the ultimate outcome of this matter will not
have a material impact on our consolidated financial statements.
As of November 30, 2025, 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. On March 31, 2025, the court in the Italian matter returned a ruling rejecting most of
the plaintiffs’claims and awarding a half-price fare reduction for certain passengers. Plaintiffs have appealed
the ruling. 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 past 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
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.
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
148
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, 2025 and 2024, we were not
required to maintain any reserve funds or compensating deposits.
NOTE 7 — Ship Commitments
As of November 30, 2025, our new ship growth capital commitments were $0.5 billion, $1.6 billion,
$1.5 billion, $1.8 billion, $1.7 billion and $4.8 billion for the years ending November 30, 2026, 2027, 2028,
2029, 2030 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
U.S. Treasury regulations provide in general that a foreign corporation will qualify for the benefits of
Section 883 if, in relevant part, (i) the foreign country in which the foreign corporation is organized grants
an equivalent exemption to corporations organized in the U.S. in respect of each category of shipping income
for which an exemption is being claimed under Section 883 (an “equivalent exemption jurisdiction”) and
(ii) the foreign corporation meets a defined publicly-traded corporation stock ownership test (the
“publicly-traded test”). Subsidiaries of foreign corporations that are organized in an equivalent exemption
jurisdiction and meet the publicly-traded test also benefit from Section 883. We believe that Panama is an
equivalent exemption jurisdiction and that Carnival Corporation currently satisfies the publicly-traded
test under the regulations. Accordingly, for fiscal 2025, substantially all of Carnival Corporation’s income is
exempt from U.S. federal income and branch profit taxes.
Regulations under Section 883 list certain activities that the Internal Revenue Service does not consider to
be incidental to the international operation of ships and, therefore, the income attributable to such activities,
to the extent such income is U.S. sourced, does not qualify for the Section 883 exemption. Among the
activities identified as not incidental are income from the sale of air transportation, transfers, shore excursions
and pre- and post-cruise land packages to the extent earned from sources within the U.S.
We believe that the U.S. sourced transportation income earned by Carnival plc and its subsidiaries qualifies
for exemption from U.S. federal income tax under applicable bilateral U.S. income tax treaties.
Carnival Corporation, Carnival plc and certain subsidiaries are subject to various U.S. state income taxes
generally imposed on each state’s portion of the U.S. source income subject to U.S. federal income taxes.
However, the state of Alaska imposes an income tax on its allocated portion of the total income of our
companies doing business in Alaska and certain of their subsidiaries.
UK Income Tax
Cunard and P&O Cruises are divisions of Carnival plc and have elected to enter the UK tonnage tax regime
under a rolling eight-year term and, accordingly, reapply every year. Companies to which the tonnage tax
DLC Financial Statements
and Other Information
149
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.
Italian and German Income Tax
In December 2024, the European Commission formally approved the Italian tonnage tax rules for 10 years.
In 2025, AIDA and Costa elected to remain in the Italian tonnage tax regime through 2034. Companies to
which the tonnage tax regime applies pay corporation taxes on shipping 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.
Carnival plc and its subsidiaries became subject to these rules beginning in fiscal 2025 and Carnival
Corporation and its subsidiaries will be subject to the rules beginning in fiscal 2026. Carnival plc and its
subsidiaries are eligible for the international shipping income exclusion based on their current structure.
Effective December 1, 2025, Carnival Corporation and certain of its subsidiaries aligned into a single tax
jurisdiction with Carnival plc. As a result, we do not believe the application of these rules will have a material
impact on our consolidated financial statements. We will continue to monitor the development of the
OECD’s rules and evaluate the impact on our business.
Other
In addition to or in place of income taxes, virtually all jurisdictions where our ships call impose taxes, fees
and other charges based on guest counts, ship tonnage, passenger capacity or some other measure.
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, 2025 and 2024, no Carnival Corporation
preferred stock or Carnival plc preference shares had been issued.
Accumulated Other Comprehensive Income (Loss)
November 30,
(in millions)
2025
2024
2023
Cumulative foreign currency translation adjustments, net
......
$
(1,818)
$
(1,955)
$
(1,952)
Unrecognized pension expenses
.......................
(44)
(45)
(34)
Net gains on cash flow derivative hedges and other
..........
52
26
48
$
(1,810)
$
(1,975)
$
(1,939)
During 2025, 2024 and 2023, 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.
150
Dividends
In December 2025, the Boards of Directors approved the reinstatement of the company’s quarterly
dividend and declared an initial $0.15 per share dividend with a record date of February 13, 2026 and a
payment date of February 27, 2026.
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.
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
November 30, 2025
November 30, 2024
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)
.......
$ 23,229
$
—
$ 24,167
$
—
$ 22,449
$
—
$ 23,241
$
—
Floating rate debt (a)
.....
4,154
—
4,142
—
5,764
—
5,685
—
Total
...............
$ 27,383
$
—
$ 28,308
$
—
$ 28,213
$
—
$ 28,927
$
—
(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
Cash equivalents consisting of money market funds and cash investments with original maturities of less
than 90 days were $1.4 billion and $0.4 billion as of November 30, 2025 and November 30, 2024. These cash
equivalents are considered Level 1 instruments.
Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis
Valuation of Goodwill and Trademarks
As of July 31, 2025, we performed our annual impairment reviews and determined there was no impairment
for goodwill or trademarks.
As of November 30, 2025 and November 30, 2024, goodwill for our North America segment was $579 million.
DLC Financial Statements
and Other Information
151
Trademarks
(in millions)
North
America
Segment
Europe
Segment
Total
At November 30, 2023
........................
$
927
$
237
$
1,164
Exchange movements
........................
—
(4)
(4)
At November 30, 2024
........................
927
234
1,161
Exchange movements
........................
—
15
15
At November 30, 2025
........................
$
927
$
249
$
1,176
Impairment of Ships
We review our ships for impairment whenever events or circumstances indicate that the carrying value of a
ship may not be recoverable. No ship impairments were recognized in 2025, 2024 and 2023.
Derivative Instruments and Hedging Activities
As of November 30, 2025, we had no remaining interest rate swaps. We previously had interest rate swaps
whereby we received floating interest rate payments in exchange for making fixed interest rate payments.
These derivatives were considered Level 2 instruments. The SOFR-based interest rate swap agreements
effectively changed $1.0 billion of SOFR-based floating rate debt to fixed rate debt, were designated as cash
flow hedges and were terminated in July 2025. The fair value of these derivatives, as of November 30,
2024 and the associated gains and losses recognized in other comprehensive income (loss) and in net income
(loss) in 2025, 2024 and 2023 were 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, 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, 2025, our newbuild
currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional
152
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, refinancing of existing debt
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
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, tour operators 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 certain European countries 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)
2025
2024
2023
Operating lease expense
...............................
$
233
$
215
$
213
Variable lease expense (a)
..............................
$
209
$
211
$
116
(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.
DLC Financial Statements
and Other Information
153
During 2025, 2024 and 2023, the cash outflow for leases was materially consistent with the lease expense
recognized and short-term lease costs were not material for the periods presented.
Right-of-use assets obtained in exchange for new and amended operating lease liabilities was $103 million
in 2025, $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,
2025
November 30,
2024
Weighted average remaining lease term – operating leases (in years)
...
11
12
Weighted average discount rate – operating leases
................
5.4%
5.9%
As of November 30, 2025, maturities of operating lease liabilities were as follows:
(in millions)
Year
2026
..............................................................
$
233
2027
..............................................................
227
2028
..............................................................
212
2029
..............................................................
167
2030
..............................................................
133
Thereafter
..........................................................
843
Total lease payments
.................................................
1,816
Less: Present value discount
..............................................
(463)
Present value of lease liabilities
...........................................
$
1,353
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 Chief Executive Officer of Carnival Corporation and
Carnival plc, assesses performance and makes decisions to allocate resources 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 qualitative characteristics, including
geographic guest sourcing. Our four reportable segments are comprised of (1) North America cruise
operations (“North America”), (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.
Our CODM uses adjusted operating income (loss) in assessing segment performance and determining how
to allocate resources. This metric is used to review segment operating trends and monitor variances against the
plan and prior year results. Resource allocation primarily occurs during the annual capital appropriation
process.
154
The below tables include our calculation of adjusted operating income (loss), our significant segment
expenses, and a reconciliation of adjusted operating income (loss) to net income (loss) before income taxes:
As of and for the year ended November 30, 2025
(in millions)
North
America
Europe
Cruise
Support
Tour and
Other
Total
Total Revenues
.....................
$
17,604
$
8,467
$
309
$
241
$
26,622
Cruise and tour operating expenses:
Commissions, transportation and
other
.......................
2,104
1,326
(99) (e)
—
Onboard and other
...............
2,215
549
52
—
Payroll and related
...............
1,438
1,001
149
—
Fuel
.........................
1,207
600
2
—
Food
.........................
1,065
432
2
—
Adjusted other operating (a)(b)
......
2,561
1,171
105
177
Total adjusted cruise and tour operating
expenses
......................
10,591
5,078
211
177
16,057
Adjusted selling and administrative
expense (c)(d)
...................
1,962
1,034
365
17
3,378
Depreciation and amortization expense
..
1,818
746
200
26
2,790
Adjusted Operating Income (Loss)
........
3,233
1,610
(468)
22
4,396
Gains on ship sales and impairments
....
110
Restructuring expenses
..............
(13)
Other
..........................
(10)
Interest income
...................
51
Interest expense, net of capitalized
interest
.......................
(1,349)
Debt extinguishment and modification
costs
.........................
(409)
Other income (expense), net
..........
(4)
Income (Loss) Before Income Taxes
.......
$
2,772
Capital Expenditures
.................
$
2,367
$
557
$
647
$
41
$
3,611
Total Assets
.......................
$
31,400
$ 16,030
$
3,836
$
421
$
51,687
(a)
Represents other operating expenses, which include port costs that do not vary with guest head
counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel
costs; entertainment; freight and logistics; insurance premiums; tour and other expenses for our
hotel and transportation operations and all other ship operating expenses.
(b)
Excludes gains on ship sales and impairments.
(c)
Excludes restructuring expenses.
(d)
Excludes certain other gains and losses that are not part of our core operating business.
(e)
Includes intercompany port fees, taxes and charges to our cruise segments related to our port
destinations and exclusive islands, which eliminate in consolidation.
DLC Financial Statements
and Other Information
155
As of and for the year ended November 30, 2024
(in millions)
North
America
Europe
Cruise
Support
Tour and
Other
Total
Total Revenues
.....................
$
16,802
$
7,710
$
255
$
255
$
25,021
Cruise and tour operating expenses:
Commissions, transportation and
other
.......................
2,072
1,245
(86) (d)
—
Onboard and other
...............
2,151
479
48
—
Payroll and related
...............
1,419
924
121
—
Fuel
.........................
1,371
634
2
—
Food
.........................
1,051
406
1
—
Adjusted other operating (a)(b)
......
2,531
1,047
69
193
Total adjusted cruise and tour operating
expenses
......................
10,594
4,734
156
193
15,677
Adjusted selling and administrative
expense (c)
.....................
1,938
953
320
19
3,231
Depreciation and amortization expense
..
1,664
676
193
24
2,557
Adjusted Operating Income (Loss)
........
2,605
1,347
(414)
18
3,556
Gains on ship sales and impairments
....
39
Restructuring expenses
..............
(21)
Interest income
...................
93
Interest expense, net of capitalized
interest
.......................
(1,755)
Debt extinguishment and modification
costs
.........................
(79)
Other income (expense), net
..........
83
Income (Loss) Before Income Taxes
.......
$
1,915
Capital Expenditures
.................
$
3,943
$
270
$
382
$
32
$
4,626
Total Assets
.......................
$
30,892
$ 15,042
$
2,732
$
390
$
49,057
(a)
Represents other operating expenses, which include port costs that do not vary with guest head
counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel
costs; entertainment; freight and logistics; insurance premiums; tour and other expenses for our
hotel and transportation operations and all other ship operating expenses.
(b)
Excludes gains on ship sales and impairments.
(c)
Excludes restructuring expenses.
(d)
Includes intercompany port fees, taxes and charges to our cruise segments related to our port
destinations and exclusive islands, which eliminate in consolidation.
156
As of and for the year ended November 30, 2023
(in millions)
North
America
Europe
Cruise
Support
Tour and
Other
Total
Total Revenues
.....................
$
14,588
$
6,535
$
206
$
265
$
21,593
Cruise and tour operating expenses:
Commissions, transportation and
other
.......................
1,773
1,059
(71) (d)
—
Onboard and other
...............
1,919
411
45
—
Payroll and related
...............
1,350
923
99
—
Fuel
.........................
1,397
648
2
—
Food
.........................
955
380
—
—
Adjusted other operating (a)(b)
......
2,233
1,024
52
205
Total adjusted cruise and tour operating
expenses
......................
9,628
4,445
127
205
14,405
Adjusted selling and administrative
expense (c)
.....................
1,753
865
286
27
2,931
Depreciation and amortization expense
..
1,495
668
184
23
2,370
Adjusted Operating Income (Loss)
........
1,712
556
(392)
11
1,887
Gains on ship sales and impairments
....
88
Restructuring expenses
..............
(19)
Interest income
...................
233
Interest expense, net of capitalized
interest
.......................
(2,066)
Debt extinguishment and modification
costs
.........................
(111)
Other income (expense), net
..........
(75)
Income (Loss) Before Income Taxes
.......
$
(62)
Capital Expenditures
.................
$
1,932
$
1,161
$
179
$
12
$
3,284
Total Assets
.......................
$
28,547
$ 16,524
$
3,667
$
382
$
49,120
(a)
Represents other operating expenses, which include port costs that do not vary with guest head
counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel
costs; entertainment; freight and logistics; insurance premiums; tour and other expenses for our
hotel and transportation operations and all other ship operating expenses.
(b)
Excludes gains on ship sales and impairments.
(c)
Excludes restructuring expenses.
(d)
Includes intercompany port fees, taxes and charges to our cruise segments related to our port
destinations and exclusive islands, which eliminate in consolidation.
DLC Financial Statements
and Other Information
157
Revenue by country, which are based on where our guests are sourced, were as follows:
Years Ended November 30,
(in millions)
2025
2024
2023
United States
..................................
$
14,847
$
14,061
$
12,253
Germany
.....................................
3,348
3,063
2,651
United Kingdom
...............................
3,054
2,740
2,284
Other (a)
.....................................
5,374
5,157
4,406
$
26,622
$
25,021
$
21,593
(a)
No other individual country’s revenue exceeded 10% for the years ended November 30, 2025, 2024
and 2023.
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, 2025 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 22.7 million shares available for future grant at November 30, 2025.
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.
Shares
Weighted-Average
Grant Date Fair
Value
Outstanding at November 30, 2024
..........................
11,922,246
$
12.48
Granted
.............................................
6,025,742
$
17.76
Vested
..............................................
(4,295,161)
$
13.89
Forfeited
.............................................
(1,088,724)
$
14.38
Outstanding at November 30, 2025
..........................
12,564,103
$
14.37
As of November 30, 2025, there was $157 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.
158
UK Plan (a)
All Other Plans
(in millions)
2025
2024
2025
2024
Change in projected benefit obligation:
Projected benefit obligation as of December 1
.....
$
159
$
181
$
250
$
226
Past service cost
.........................
1
1
20
18
Interest cost
...........................
8
8
12
12
Benefits paid
...........................
(6)
(7)
(19)
(17)
Actuarial (gain) loss on plans’ liabilities
........
(9)
(3)
(4)
12
Plan amendments
.......................
—
—
1
—
Plan curtailments, settlements and other
........
—
—
(1)
(1)
Administrative expenses
...................
(1)
(1)
—
—
Exchange movements and other
.............
7
(21)
—
—
Projected benefit obligation as of November 30
....
158
159
259
250
Change in plan assets:
Fair value of plan assets as of December 1
........
168
196
8
9
Return (loss) on plans’ assets
................
(5)
4
—
1
Employer contributions
...................
—
—
19
17
Benefits paid
...........................
(6)
(7)
(19)
(17)
Plan settlements
........................
—
—
(1)
(1)
Administrative expenses
...................
(1)
(1)
—
—
Exchange movements and other
.............
7
(25)
—
—
Fair value of plan assets as of November 30
.......
163
168
8
8
Funded status as of November 30
...............
$
5
$
9
$
(251)
$
(242)
(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)
2025
2024
2025
2024
Other assets
.............................
$
5
$
9
$
—
$
—
Accrued liabilities and other
..................
$
—
$
—
$
30
$
32
Other long-term liabilities
...................
$
—
$
—
$
221
$
210
The accumulated benefit obligation for all defined benefit pension plans was $252 million and $244 million
at November 30, 2025 and 2024.
Amounts for pension plans with accumulated benefit obligations in excess of fair value of plan assets are as
follows:
November 30,
(in millions)
2025
2024
Projected benefit obligation
.....................................
$
259
$
250
Accumulated benefit obligation
..................................
$
252
$
244
Fair value of plan assets
........................................
$
8
$
8
DLC Financial Statements
and Other Information
159
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)
2025
2024
2023
2025
2024
2023
Service cost
...................
$
1
$
1
$
1
$
20
$
18
$
18
Interest cost
...................
8
8
8
12
12
11
Expected return on plan assets
......
(10)
(9)
(8)
—
—
—
Amortization of net loss (gain)
......
2
2
—
—
—
—
Settlement loss recognized
.........
—
—
—
—
—
1
Net periodic pension cost (income) . . .
$
2
$
2
$
1
$
33
$
31
$
30
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
2025
2024
2025
2024
Discount rate
...............................
5.5%
5.2%
5.1%
5.2%
Rate of compensation increase
...................
2.7%
2.9%
3.0%
3.0%
Weighted average assumptions used to determine net pension income are as follows:
UK Plan
All Other Plans
2025
2024
2023
2025
2024
2023
Discount rate
..................
5.2%
5.2%
4.3%
5.2%
5.6%
5.4%
Expected return on assets
..........
5.7%
5.6%
4.3%
3.8%
6.0%
3.5%
Rate of compensation increase
......
2.9%
2.9%
2.9%
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 1.5% and was 5.1% per annum as of November 30, 2025.
Amounts recognized in AOCI are as follows:
UK Plan
All Other Plans
November 30,
November 30,
2025
2024
2025
2024
Actuarial losses (gains) recognized in the current year . . .
$
5
$
2
$
(4)
$
12
Amortization and settlements included in net periodic
pension cost
..............................
$
(2)
$
(2)
$
(1)
$
(1)
160
We anticipate making contributions of $30 million to the plans during 2026. 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
2026
...............................................
$
8
$
31
2027
...............................................
8
25
2028
...............................................
8
28
2029
...............................................
9
27
2030
...............................................
9
28
2031 – 2035
.........................................
53
153
$
95
$
293
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, 2025 and 2024, 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,
2025
2024
Equities
............................................
$
12
$
11
UK government fixed interest bonds (gilts)
....................
151
157
$
163
$
168
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 final triennial valuation as of March 31, 2024 of the MNOPF New
Section, it was determined that this plan was 99% funded. In 2025, 2024 and 2023, 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 2025, 2024 and 2023, our contributions to the MNRPF did not exceed 5% of total contributions
to the fund.
DLC Financial Statements
and Other Information
161
Total expense (benefit) for the multiemployer plans was $2 million in 2025, $(19) million in 2024 and
$1 million in 2023.
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
$54 million in 2025, $47 million in 2024 and $48 million in 2023.
NOTE 14 — Earnings Per Share
Years Ended November 30,
(in millions, except per share data)
2025
2024
2023
Net income (loss)
..............................
$
2,760
$
1,916
$
(74)
Interest expense on dilutive Convertible Notes
..........
71
94
—
Net income (loss) for diluted earnings per share
.........
$
2,831
$
2,009
$
(74)
Weighted-average shares outstanding
................
1,312
1,274
1,262
Dilutive effect of equity awards
....................
5
5
—
Dilutive effect of Convertible Notes
.................
84
119
—
Diluted weighted-average shares outstanding
...........
1,402
1,398
1,262
Basic earnings per share
.........................
$
2.10
$
1.50
$
(0.06)
Diluted earnings per share
........................
$
2.02
$
1.44
$
(0.06)
Antidilutive shares excluded from diluted earnings per share computations were as follows:
November 30,
(in millions)
2025
2024
2023
Equity awards
................................
—
—
4
Convertible Notes
..............................
—
—
130
Total antidilutive securities
.......................
—
—
134
NOTE 15 — Supplemental Cash Flow Information
November 30,
(in millions)
2025
2024
2023
Cash and cash equivalents (Consolidated Balance Sheets) . .
$
1,928
$
1,210
$
2,415
Restricted cash (included in prepaid expenses and other and
other assets)
................................
30
21
21
Total cash, cash equivalents and restricted cash
(Consolidated Statements of Cash Flows)
...........
$
1,958
$
1,231
$
2,436
Cash paid for interest, net of capitalized interest, was $1.2 billion in 2025, $1.6 billion in 2024 and $2.0 billion
in 2023. Cash benefit received (paid) for income taxes, net was not material in 2025, 2024 and 2023.
Non-cash purchases of property and equipment included in accrued liabilities and other were $417 million
in 2025, $392 million in 2024 and $307 million in 2023.
For the years ended November 30, 2025, 2024 and 2023, we did not have borrowings or repayments of
commercial paper with original maturities greater than three months.
In 2025, emission allowances and obligations of $48 million were surrendered and derecognized based on
the first-in, first out method, and were non-cash activities.
162
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 Chief Executive 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, 2025.
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, 2025 as stated in their report, which is included in this 2025 Annual Report.
Josh Weinstein
David Bernstein
Chief Executive Officer
Chief Financial Officer and
January 27, 2026
Chief Accounting Officer
January 27, 2026
DLC Financial Statements
and Other Information
163
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 sheets of Carnival Corporation & plc (comprising
Carnival Corporation and Carnival plc and their respective subsidiaries, the “Company”) as of November 30,
2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss),
shareholders’equity, and cash flows, for each of the two years in the period ended November 30, 2025, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash
flows for each of the two years in the period ended November 30, 2025, 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, 2025, 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.
164
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
As of November 30, 2025, the Company had current debt of $2.6 billion, long-term debt of $24.0 billion,
and recorded debt extinguishment and modification costs of $409 million. 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, 2025, 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, including the recognition of debt extinguishment and modification costs, (ii) evaluating
the appropriate statement of cash flow 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,
amended and refinanced 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 in the relevant
technical accounting guidance required when performing audit procedures to address these matters.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the accounting for debt and related debt transactions included the following,
among others:
• We tested the effectiveness of controls over debt including those over the application of relevant
technical accounting guidance to complex and significant debt transactions.
• We evaluated and tested management’s debt modification or extinguishment analysis by:
◦
Testing the accuracy and completeness, including mathematical accuracy, of management’s
analysis.
◦
Evaluating management’s analysis over whether the debt transactions met the conditions to be
treated as a debt modification or extinguishment by evaluating their analysis 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:
DLC Financial Statements
and Other Information
165
◦
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 in the relevant technical
accounting guidance we evaluated the Company’s conclusion regarding the appropriate
statement of cash flow presentation.
• We evaluated the conclusions reached by management on their analysis of the terms in the new,
amended and refinanced debt agreements to evaluate the existence of features in the new, amended
and refinanced 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, amended and refinanced 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 their analysis against the relevant technical accounting guidance.
Miami, Florida
January 27, 2026
We have served as the Company’s auditor since fiscal 2024.
166
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 consolidated statements of income (loss), of comprehensive income (loss), of
shareholders’equity and of cash flows of Carnival Corporation & plc (comprising Carnival Corporation
and Carnival plc and their respective subsidiaries, the “Company”) for the year 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 results of operations and
cash flows of the Company for the year ended November 30, 2023 in conformity with accounting principles
generally accepted in the United States of America.
Change in Accounting Principle
As discussed in the consolidated statements of shareholders’equity, 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
audit. 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 audit of these consolidated financial statements in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud.
Our audit 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 audit 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 audit provides a reasonable basis for our opinion.
Miami, Florida
January 26, 2024, except for the change in the manner in which the Company accounts for segments
discussed in Note 2 to the consolidated financial statements, as to which the date is January 27, 2026
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.
DLC Financial Statements
and Other Information
167
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, 2026, there were 2,164 holders of record of Carnival Corporation common stock and
27,361 holders of record of Carnival plc ordinary shares and 376 holders of record of Carnival plc ADSs.
We did not pay or declare dividends on Carnival Corporation common stock or Carnival plc ordinary shares
for the year ended November 30, 2025.
In December 2025, the Boards of Directors approved the reinstatement of the company’s quarterly
dividend and declared an initial $0.15 per share dividend with a record date of February 13, 2026 and a
payment date of February 27, 2026.
Holders of Carnival Corporation common stock and Carnival plc ADSs will receive the dividend payable in
U.S. dollars. The dividend for Carnival plc ordinary shares will be payable in U.S. dollars or sterling. In
the absence of instructions or elections to the contrary, holders of Carnival plc ordinary shares will
automatically receive the dividend in sterling.
Dividends payable in sterling will be converted from U.S. dollars at the exchange rate quoted by Bloomberg
(BFIX) in London at 12 noon on February 17, 2026. Holders of Carnival plc ordinary shares wishing to
receive their dividend in U.S. dollars or participate in the Carnival plc Dividend Reinvestment Plan must elect
to do so by February 13, 2026.
168
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 (“Dow Jones Recreational Index”), the Dow Jones U.S. Travel and Leisure 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.
In 2025, we elected to change the comparative industry peer group from the Dow Jones Recreational Index
to the Dow Jones U.S. Travel and Leisure Index as we believe it provides a more meaningful comparison and
is better aligned with the competitive market in which we operate. We also elected to remove the comparison
to the FTSE 100 Index given our decision to unify our DLC arrangement from two companies with two
stock exchange listings and share prices into one single company, Carnival Corporation, listed on the New
York Stock Exchange with one share price globally.
$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, 2020
Assumes Dividends Reinvested
Years Ended November 30,
2020
2021
2022
2023
2024
2025
Carnival Corporation Common Stock
............
$ 100
$
88
$
50
$
75
$ 127
$ 129
Dow Jones Recreational Index
.................
$ 100
$ 103
$
80
$ 103
$ 186
$ 197
Dow Jones U.S. Travel & Leisure
................
$ 100
$ 108
$ 101
$ 118
$ 156
$ 155
FTSE 100 Index
...........................
$ 100
$ 117
$ 130
$ 133
$ 154
$ 187
S&P 500 Index
............................
$ 100
$ 128
$ 116
$ 132
$ 177
$ 204
DLC Financial Statements
and Other Information
169
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
Bettina Deynes
Global Chief Human Resources Officer
Lars Ljoen
Chief Maritime Officer
Enrique Miguez
General Counsel
Josh Weinstein
Chief Executive 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
Stuart Subotnick
President and Chief Executive Officer,
Metromedia Company
Laura Weil
Founder and Managing Partner,
Village Lane Advisory LLC
Josh Weinstein
Chief Executive 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.
170
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
!
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.
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.
CORE VALUES
•
Listen & Learn
−
We listen—actively and
inclusively—to make better decisions and
learn from our successes and failures.
•
Speak Up
−
We can respectfully share
ideas, feedback, concerns and questions
with confidence.
•
Respect & Protect
−
We protect what
matters—our people, our company and
our planet—treating everyone with
dignity and respect.
•
Always Improving
−
We always try to do
our jobs better and innovate to drive the
business forward.
•
Better Together
−
We work
collaboratively as a team to successfully
deliver on our purpose, mission and
goals.
•
Guest Obsessed
−
We put our guests
front and center, delighting them at every
opportunity.
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
Chief Executive
Officer
Dear Fellow Shareholders,
2025 was another strong year that exceeded expectations, setting new records
across our business and achieving more milestones, including:
•
Record revenues of $26.6 billion
•
All-time high operating income of $4.5 billion, up 25 percent compared to the
prior year
•
Achieved the highest adjusted return on invested capital (“ROIC”) in 19 years
•
Record booking trends with continued strong close-in demand throughout the
year
•
Ended 2025 with record year-end customer deposits, up nearly 7 percent year
over year
In 2025, we made significant progress strengthening our balance sheet. We
successfully completed our $19 billion refinancing plan in less than a year and
reduced total debt by over $10 billion since our peak in January 2023. In addition,
we surpassed our investment grade leverage metric threshold. These
accomplishments enabled us to reinstate our dividend, reflecting both our
confidence in the durability of our cash generation and the improvements we have
made to our balance sheet.
Looking forward, we are well-positioned to create even greater shareholder value
over time as we continue to reinvest in our future. This will be driven by our focus on
driving commercial excellence, disciplined newbuild strategy, our expansion of
AIDA Evolution-style return-generating ship enhancement initiatives across several
of our other cruise lines and our exclusive destination development program.
We continue to strengthen our demand generation efforts to position ourselves for
success in 2026 and beyond, while also capturing additional market share from
land-based vacation alternatives. Our world-class cruise lines are refining their focus
on target markets, sharpening marketing messages and reaching target consumers
more efficiently. We are also enhancing our commercial strategies by leveraging
AI to improve marketing effectiveness, deliver personalized experiences and drive
efficiency gains across all our cruise lines. Together, we believe these initiatives will
increase same ship revenues, drive margins and returns higher over time and help to
close the price-to-value gap we offer versus to land-based alternatives.
In 2025, we opened our game-changing new exclusive destination, Celebration Key,
Grand Bahama, which has already hosted more than one million guests since its July
opening. We will continue to build on the success of Celebration Key through
planned expansions at some of our other Paradise Collection properties, including
RelaxAway, Half Moon Cay and Isla Tropicale (formerly Mahogany Bay) in 2026. In
addition, we recently announced the development of Ensenada Bay Village—
Treasures of Baja
. This destination will showcase the natural beauty of Baja California,
Mexico through a blend of adventure, culture and relaxation experiences while
benefitting our west coast deployments.
During 2025, we also continued making progress towards our sustainability goals.
We reached our 2030 goal ahead of schedule, cutting year-over-year greenhouse gas
emissions intensity by 20% relative to our 2019 baseline. Separately, our Less Left
Over strategy helped reduce food waste by over 47%, edging closer to our 50% target
set for 2030.
In addition, we continue to take actions that will strengthen our ability to deliver
long-term shareholder value. We recently announced that our Boards of Directors
recommends unifying our dual-listed company framework under a single corporate
entity to streamline governance and reporting. This would create a single global
share price, reduce administrative costs and is expected to increase liquidity and
weighting in major U.S. stock indexes.
Together in 2025, we delivered unforgettable happiness to over 13.5 million people
around the world by providing them with extraordinary cruise vacations while
honoring the integrity of every ocean we sail, place we visit and life we touch. We
are grateful for the efforts of our 160,000 hard-working and dedicated team members
who delivered incredible results this year and have set us up well for another step
forward in 2026.
Sincerely,
JOSH WEINSTEIN
Chief Executive Officer
February 27, 2026
Letter to Shareholders from our Chief Executive Officer
Table of Contents
i
INFORMATION ABOUT ATTENDING THE
ANNUAL MEETINGS
ii
VOTING INFORMATION
iii
NOTICE OF 2026 ANNUAL MEETING OF
CARNIVAL CORPORATION SHAREHOLDERS
vi
NOTICE OF 2026 ANNUAL GENERAL MEETING
OF CARNIVAL PLC SHAREHOLDERS
1
PROXY SUMMARY
1
2025 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
13
Board Orientation and Education
13
2026 Nominees for Re-Election to the Boards
26
Board and Committee Governance
38
Non-Executive Director Compensation
41
Related Person Transactions
44
SHARE OWNERSHIP
44
Share Ownership of Certain Beneficial Owners and
Management
48
COMPENSATION
48
Proposal 12
―
Advisory (Non-Binding) Vote to
Approve Executive Compensation
49
Proposal 13
―
Advisory (Non-Binding) Vote to
Approve the Carnival plc Directors’ Remuneration
Report
50
Compensation Discussion and Analysis and
Carnival plc Directors’ Remuneration Report (Part I)
71
Report of the Compensation Committees
71
Compensation Committee Interlocks and Insider
Participation
72
Compensation Tables
78
Potential Payments Upon Termination or Change
of Control
81
U.S. CEO Pay Ratio
81
Pay versus Performance
86
AUDIT MATTERS
86
Proposal 14
―
Appointment of the Independent
Auditor of Carnival plc and Ratification of
Selection of Independent Registered Public
Accounting Firm of Carnival Corporation
86
Proposal 15
―
Authorization to Determine the
Remuneration of Independent Auditor of
Carnival plc
87
Report of the Audit Committees
89
Independent Registered Public Accounting Firm
90
OTHER PROPOSALS
90
Proposal 16
―
Receipt of Accounts and Reports of
Carnival plc
91
Proposal 17
―
Approval of the Grant of Authority
to Allot New Carnival plc Shares
91
Proposal 18
―
Approval of the Disapplication of
Pre-Emption Rights Applicable to Carnival plc
94
Proposal 19
―
Approval of a General Authority to
Buy Back Carnival plc Ordinary Shares
96
QUESTIONS AND ANSWERS
96
Questions Applicable to All Shareholders
103
Questions Specific to Shareholders of Carnival
Corporation
107
Questions Specific to Shareholders of Carnival plc
109
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
Information about Attending the Annual
Meetings
You are cordially invited to attend our Annual Meetings of Shareholders:
DATE
TIME
LOCATION
Friday, April 17, 2026
9:00 a.m. (EDT)
1
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,
2:00 p.m. (BST)
1
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 “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
19.
The Boards of Directors consider the
approval of Proposals 1 through 19 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 27, 2026
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 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 17, 2026).
1
Or as soon thereafter as the special meetings of the shareholders of Carnival Corporation and Carnival plc and the Carnival plc
court meeting (the “Special Meetings”) shall have been concluded or adjourned. The Special Meetings will be held immediately prior
to the Annual Meetings of Shareholders to consider the proposed unification of the DLC structure under a single company,
Carnival Corporation, with Carnival plc as its wholly-owned UK subsidiary, the shifting of Carnival Corporation’s legal incorporation
from Panama to Bermuda under the name Carnival Corporation Ltd., and the related approvals.
CARNIVAL CORPORATION & PLC
2026 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 2026 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 17, 2026.
You are eligible to vote if you are a
shareholder as of
6:30 p.m. (BST) on
April 15, 2026.
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
2026 PROXY STATEMENT
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States
Notice of 2026 Annual Meeting of Carnival
Corporation Shareholders
We are pleased to invite you to attend Carnival Corporation’s 2026 Annual Meeting of Carnival Corporation Shareholders.
WHEN
WHERE
ELIGIBILITY TO VOTE AND RECORD DATE
Friday, April 17, 2026
9:00 a.m. (EDT)
1
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178
United States
The Board of Directors set February 17, 2026 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 Randall 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
48
1
Or as soon thereafter as the Special Meetings shall have been concluded or adjourned.
CARNIVAL CORPORATION & PLC
2026 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 (in accordance with legal requirements applicable to
UK companies).
FOR
49
14
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
86
15
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
86
16
To receive the accounts and reports of the Directors and auditor of Carnival
plc for the year ended November 30, 2025 (in accordance with legal
requirements applicable to UK companies).
FOR
90
17
To approve the giving of authority for the allotment of new shares by Carnival
plc (in accordance with customary practice for UK companies).
FOR
91
18
To approve, subject to Proposal 17 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
91
19
To approve a general authority for Carnival plc to buy back Carnival plc
ordinary shares in the open market (in accordance with legal requirements
applicable to UK companies desiring to implement share buyback programs).
FOR
94
20
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 2026 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 16, 2026,
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 2026 Annual Meeting of Carnival Corporation Shareholders
iv
|
CARNIVAL CORPORATION & PLC
2026 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 17, 2026). Additional requirements
are included in the “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, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE SHAREHOLDER
MEETINGS TO BE HELD ON APRIL 17, 2026
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 2026 Annual Meeting of Carnival Corporation Shareholders
CARNIVAL CORPORATION & PLC
2026 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 2026 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
Friday, April 17, 2026
9:00 a.m. (EDT)
1
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 15, 2026 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 15, 2026 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, 2:00 p.m. (BST)
1
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.
1
Or as soon thereafter as the Special Meetings shall have been concluded or adjourned.
vi
|
CARNIVAL CORPORATION & PLC
2026 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 17 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.
•
Proposals 18 and 19 will be
proposed as
special
resolutions
.
For special resolutions, the
required majority is not less than 75% of the
combined votes cast
at this meeting and the Annual Meeting of 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 Randall 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
DIRECTORS’ REMUNERATION REPORT
FOR
48
13
To hold a (non-binding) advisory vote to approve the Carnival plc
Directors’ Remuneration Report (as set out in the annual report for the
year ended November 30, 2025).
FOR
48
14-
15
APPOINTMENT AND REMUNERATION OF CARNIVAL PLC AUDITOR AND
RATIFICATION OF CARNIVAL CORPORATION AUDITOR
FOR
85
14
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
Notice of 2026 Annual General Meeting of Carnival plc Shareholders
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
vii
Proposals
Board
Recommendation
Page
Reference
15
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
16
ACCOUNTS AND REPORTS
To receive the accounts and the reports of the Directors and auditor of
Carnival plc for the year ended November 30, 2025.
FOR
89
17
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 $104,295,964 (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 $208,591,929 (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 16, 2027) 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
18
DISAPPLICATION OF PRE-EMPTION RIGHTS
THAT, subject to Proposal 17 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 17, by way of a pre-emptive offer or invitation
(including a rights issue or 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 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;
FOR
90
Notice of 2026 Annual General Meeting of Carnival plc Shareholders
viii
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
Proposals
Board
Recommendation
Page
Reference
(b)
in the case of the authority granted under paragraph (a) of Proposal 17
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 $31,288,789; and
(c)
in the case of the authority granted under paragraph (a) of Proposal 17
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 16, 2027) 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.
19
GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES
THAT Carnival plc be and is generally and unconditionally authorized to make
market purchases (within the meaning of Section 693(4) of the UK Companies
Act 2006) of ordinary shares of $1.66 each in the capital of Carnival plc on
such terms and in such manner as the Directors of Carnival plc may
determine, and where such shares are held as treasury shares, Carnival plc
may use them for the purposes of its employee share schemes, subject to
the following conditions:
(a)
the maximum number of ordinary shares authorized to be acquired is
18,848,668;
(b)
the minimum price (exclusive of expenses) which may be paid for an
ordinary share is $1.66;
(c)
the maximum price (exclusive of expenses) which may be paid for an
ordinary share is an amount equal to the higher of:
•
105% of the average of the middle market quotations for an ordinary
share of Carnival plc, as derived from the London Stock Exchange Daily
Official List, for the five business days immediately preceding the day
on which such ordinary share is contracted to be purchased; and
•
the higher of the price of the last independent trade of an ordinary
share and the highest current independent bid for an ordinary share
on the trading venues where the purchase is carried out; and
(d)
unless previously revoked or renewed, this authority shall expire at the
end of next year’s Carnival plc Annual General Meeting (or, if earlier, at
close of business on July 16, 2027), but Carnival plc may, before the
expiry of this authority, make contracts to purchase ordinary shares that
would or might be executed wholly or partly after this authority expires
and Carnival plc may make purchases of ordinary shares under any such
contract as if this authority had not expired.
FOR
94
There are 19 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 19.
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.
Notice of 2026 Annual General Meeting of Carnival plc Shareholders
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
ix
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.
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 “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 2:00 p.m.
(BST) on April 15, 2026.
Notice of 2026 Annual General Meeting of Carnival plc Shareholders
x
|
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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
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
2:00 p.m. (BST) on April 15, 2026 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 2:00 p.m. (BST) on
April 15, 2026. of any person to attend or vote at the
meeting.
Notice of 2026 Annual General Meeting of Carnival plc Shareholders
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
xi
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 15, 2026 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 15, 2026 shall be disregarded in
determining the rights of any person to attend or
vote at the meeting.
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 6, 2026, 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 2026 Annual General Meeting of Carnival plc Shareholders
xii
|
CARNIVAL CORPORATION & PLC
2026 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, 2026
REGISTERED OFFICE
Carnival House
|
100 Harbour Parade
|
Southampton SO15 1ST
|
United Kingdom
Notice of 2026 Annual General Meeting of Carnival plc Shareholders
CARNIVAL CORPORATION & PLC
2026 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.
2025 Business Highlights
>13.6 Million
guests carried
Opened Celebration Key,
Grand Bahama
our newest exclusive destination
$26.6 Billion
record total revenue
$2.8 Billion
net income
~45% increase vs. 2024
>25%
debt reduction since our
Jan. 2023 peak ($9 billion)
~15%
reduction in absolute GHG
emissions as compared to our
peak year of 2011
2026 SEA Change Targets
Achieved 18 months in advance
Investment Grade
Leverage Metrics
Dividend Reinstatement
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
1
Corporate Governance Highlights
Corporate Governance Best Practices
9 of our 11 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
Backgrounds and qualifications of Directors
represent a variety of skills, attributes, experiences
and perspectives
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,
supplemented by third party independent
evaluations as needed
Regular shareholder engagement, including
participation of independent Directors
All Directors attended over 75% of fiscal 2025
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
2026 PROXY STATEMENT
Directors at a Glance
70+
60-69
40-59
Median
67
years
Median
10
years
>10 years
0-5 years
6-10 years
82%
independent
Independence
Age
Tenure
As of November 30, 2025
Experiences,
Competencies & Skills
Director
Nominees with
this Skill
Experiences,
Competencies & Skills
Director
Nominees with
this Skill
Travel, Leisure &
Hospitality
6/11
Corporate Governance
10/11
Maritime & Health,
Safety and
Environmental (“HSE”)
6/11
Strategy, Operations &
Risk Management
11/11
CEO / Senior Leadership
11/11
Media, Marketing &
Retail
7/11
International
Perspective
11/11
Technology &
Cybersecurity
5/11
Finance & Accounting
9/11
Government, Legal &
Regulatory
8/11
Proxy Summary
DIRECTORS AT A GLANCE
CARNIVAL CORPORATION & PLC
2026 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
76
Carnival Corporation:
1987
Carnival plc: 2003
Sir Jonathon Band
Former First Sea Lord and Chief
of Naval Staff, the British Navy
76
2010
HESS (Chair),
Compliance, N&G
Jason Glen Cahilly
Chief Executive Officer, Dragon
Group LLC
55
2017
Audit, Compensation
Nelda J. Connors
Chair and Chief Executive
Officer, Pine Grove Holdings,
LLC
60
2024
HESS
Helen Deeble
Former Chief Executive Officer,
P&O Ferries Division Holdings
Ltd
64
2016
Compensation, HESS
Jeffrey J. Gearhart
Former Executive Vice
President, Global Governance
and Corporate Secretary,
Walmart, Inc.
61
2020
Compliance (Chair),
Audit
Katie Lahey
Former Chair, Korn Ferry
Australasia
75
2019
HESS, N&G
Stuart Subotnick
President and Chief Executive
Officer, Metromedia Company
84
Carnival Corporation:
1987
Carnival plc: 2003
N&G (Chair), Audit,
Compliance
Laura Weil
Founder and Managing Partner,
Village Lane Advisory LLC
69
2007
Audit (Chair),
Compensation,
Compliance
Josh Weinstein
Chief Executive Officer, Carnival
Corporation & plc
51
2022
Randall Weisenburger
Managing Member, Mile 26
Capital LLC
67
2009
Compensation (Chair),
Compliance, HESS,
N&G
Presiding Director and Senior Independent Director
Proxy Summary
DIRECTORS AT A GLANCE
4
|
CARNIVAL CORPORATION & PLC
2026 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
Performance-based shares include a relative total
shareholder return (“TSR”) metric measuring
performance against a travel and leisure index
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
2026 PROXY STATEMENT
|
5
TOTAL TARGET COMPENSATION MIX
(1)
CEO
Other NEOs
Long-Term
Equity
Incentives
54%
Base Salary
23%
Annual
Incentive Bonus
23%
77%
At-risk
91%
At-risk
Annual
Incentive
Bonus
18%
Long-Term
Equity
Incentives
73%
Base Salary
9%
(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 2025, 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 2025;
•
Board refreshment, Board composition and skills;
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 Proxy Statement. In the past, shareholder
feedback was also an important input to our
Compensation Committees’ decision-making processes
regarding our executive compensation program.
Proxy Summary
SHAREHOLDER ENGAGEMENT
6
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
Corporate Social Responsibility
SUSTAINABILITY AND THE ENVIRONMENT
Sustainability forms an important element of our
business strategy. Our efforts to promote the safety and
well-being of our guests and crew, protect the
environment, create opportunities for our workforce,
build strong relationships and support the communities
we operate in and visit, reflect our core values and are
key to our long-term success.
In 2021, we established sustainability goals for 2030,
building on the momentum of our successful
achievement of our 2020 sustainability goals.
During 2024, we conducted a comprehensive review of
our 2030 sustainability goals to align with our ongoing
progress. This review resulted in strategic refinements to
our sustainability roadmap, including the revision of
existing goals, establishment of new targets, and
retirement of previously achieved goals. As part of the
process, we also reorganized our sustainability focus
areas into two overarching themes, People and Planet.
Our People focus areas include Well-Being, Inclusion and
Belonging and Sustainable Tourism. Our Planet focus
areas include Climate Action, Circular Economy and
Biodiversity and Conservation.
In addition to our 2030 goals, we are pursuing our
aspiration of net zero emissions by 2050. 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.
Additionally, to provide a path to net zero emissions,
alternative low greenhouse gas (“GHG”) emission fuels
will be necessary for the maritime industry; however,
there are significant supply and cost challenges that
must be resolved before viability is reached. Without
clarity on low and zero carbon fuel availability, we are
not currently able to make absolute emissions reduction
commitments along a prescribed timeline. In our view, a
commitment to achieve an absolute greenhouse gas
emission reduction pathway without a clear
understanding of how this will be achieved is not aligned
with our approach to goal setting. While we continue to
pursue our aspiration of net zero emissions from ship
operations, our defined goals and targets are set based
on feasible, achievable, and available pathways based on
existing and emerging technologies, available fuel
alternatives and proven infrastructure.
To incentivize performance on our sustainability
priorities, our executive compensation program in 2025
also included 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, including our 2030 sustainability goals, please
refer to our Sustainability Reports which are not
incorporated in this document and can be viewed at
www.carnivalcorp.com and www.carnivalplc.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.
Proxy Summary
CORPORATE SOCIAL RESPONSIBILITY
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
7
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. Please refer to our 2025 Sustainability Report
(which is not incorporated in this document), available at
www.carnivalcorp.com and www.carnivalplc.com, for our
sustainable tourism updates and our efforts to address
pressing needs in our communities.
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.
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.
Proxy Summary
CORPORATE SOCIAL RESPONSIBILITY
8
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
Governance and Board Matters
PROPOSALS 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
Randall
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.
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.
In December 2025, we announced that the Boards of
Directors recommend unifying our DLC arrangement
under a single company, Carnival Corporation, listed
solely on the New York Stock Exchange, with Carnival
plc as its wholly owned UK subsidiary. Under this
plan, Carnival plc shareholders would receive Carnival
Corporation shares on a one-for-one basis, and
Carnival plc shares and American Depositary Receipts
would be de-listed from both the London Stock
Exchange and the New York Stock Exchange,
respectively. This would create a single global share
price, streamline governance and reporting, reduce
administrative costs and is expected to increase
liquidity and weighting in major U.S. stock indexes, all
of which we believe will strengthen our ability to
deliver long-term shareholder value. Carnival
Corporation also proposes shifting its legal
incorporation from Panama to Bermuda under the
name Carnival Corporation Ltd., a jurisdiction widely
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
9
recognized and aligned with international financial
standards. There will be no material changes to the
company’s business fundamentals, including strategy,
underlying assets and operations or to the company’s
commitment to the vital UK market. The unification
and legal incorporation in Bermuda are expected to
preserve key shareholder voting and economic rights.
These proposals will be subject to certain conditions,
including the approval of shareholders and receipt
of regulatory and UK court approvals. The company
intends to hold meetings of shareholders in April 2026
to consider the proposals. Subject to shareholders
approving the proposals and the remaining conditions
being satisfied, the company intends to complete
the unification and legal incorporation in Bermuda in
the second quarter of 2026.
For more information on the proposed unification
and legal incorporation in Bermuda, including voting
information, please refer to the combined registration
statement/proxy statement on Form S-4 that will
be made available to our shareholders on or about
February 28, 2026.
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 help maintain 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
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, all applicable laws and regulations and the
Board Composition Policy, such factors as they deem
appropriate, including, but not limited to:
•
the candidate’s judgment;
•
the candidate’s skills, attributes, viewpoints,
experiences and perspectives;
•
contributions to the Boards of Directors (with
respect to incumbent Directors);
Governance and Board Matters
NOMINATIONS OF DIRECTORS
10
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
•
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
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. As needed, the
rigorous evaluation process may be supported by an
external third-party governance expert.
Detailed questionnaires to assess performance completed by all Board members
Independent third party governance expert engaged, as needed
N&G Committees and the Senior Independent Director review completed questionnaires,
any third party reports (if applicable) and individual Director performance Each
Committee reviews its performance
N&G Committees and all other Committees present results to the Boards
Boards review results and confirm whether each Director and Committee performed
effectively
Boards and their Committees review strengths and areas of improvement
Boards and their Committees identify follow up matters from evaluation
1. Assessment
2.
Initial Review
3.
Final Review
4. Feedback
Governance and Board Matters
BOARD EVALUATION PROCESS
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
11
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 2025, 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 2025, 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.
Following the completion of the annual evaluations,
the Boards and Committees review the strengths and
areas of improvement that were identified as well
as identify follow up actions. Based on the feedback
received as part of the 2025 evaluations, the Boards
instituted additional briefing sessions with the CEO
in between regular meetings.
Board Refreshment
We have added five new Directors to our Boards since 2019, with four of them currently serving.
2019
1 new Director joined
Katie Lahey
•
2020
1
new
Director joined
Jeffrey J. Gearhart
•
2022
1 new Director joined
Josh Weinstein
•
2024
1
new
Director joined
Nelda J. Connors
•
The N&G Committees 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.
Governance and Board Matters
BOARD REFRESHMENT
12
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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.
2026 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 2025
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
BOARD ORIENTATION AND EDUCATION
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
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 the
execution of 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. It is
not intended to be an exhaustive list of each nominee’s
contributions to the Boards. 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 in another 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 varying
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 oversee our operating and strategic
performance and capital allocation approach, and promote 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
Governance and Board Matters
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
Experiences,
Competencies & Skills
Director Qualifications for Possessing the Skill
Director
Nominees with
this Skill
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
Technology &
Cybersecurity
Experience with information technology and cybersecurity matters is
increasingly important to mitigate the risks our business faces, promote
innovation and maintain a competitive edge 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
9/11
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
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
15
MICKY ARISON
AGE
76
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
76
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 2024)
•
Survitec Group (2015 to 2019)
•
Lockheed Martin UK Limited (2010 to 2015)
Governance and Board Matters
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
16
|
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
JASON GLEN CAHILLY
AGE
55
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
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
17
NELDA J. CONNORS
AGE
60
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 (2024 to present)
•
Otis Worldwide Corporation (2022 to present)
•
Zebra Technologies Corporation (2022 to present)
PRIOR COMPANY BOARDS
•
Baker Hughes Company (2020 to 2024)
•
Boston Scientific Corporation (2009 to 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
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
18
|
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
HELEN DEEBLE
AGE
64
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
•
None
PRIOR COMPANY BOARDS OR ENGAGEMENTS
•
CMO Group PLC (2021 to March 2025, when the CMO Group PLC delisted and
registered as a private limited company)
•
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
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
19
JEFFREY J. GEARHART
AGE
61
INDEPENDENT Carnival
Corporation Director since
2020
INDEPENDENT Carnival plc
Director since
2020
COMMITTEES
•
Audit
•
Compliance
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
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
20
|
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
KATIE LAHEY
AGE
75
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
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
21
STUART SUBOTNICK
AGE
84
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
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
22
|
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
LAURA WEIL
AGE
69
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 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
, a privately held company 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
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
23
JOSH WEINSTEIN
AGE
51
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
◦
Chief Executive 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
•
Chipotle Mexican Grill Inc. (November 2025 to present)
Governance and Board Matters
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
24
|
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
RANDALL
WEISENBURGER
AGE
67
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
2026 NOMINEES FOR RE-ELECTION TO THE BOARDS
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
|
25
Board and Committee Governance
BOARD MEETINGS
During the year ended November 30, 2025, the
Board of Directors of each of Carnival Corporation
and Carnival plc held a total of 6 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 2025. Mr. Arison, our Chair, and Mr. Weinstein,
our CEO, attended the 2025 Annual Meetings of
Shareholders as representatives of the Boards of
Directors.
BOARD LEADERSHIP STRUCTURE
MICKY
ARISON
JOSH
WEINSTEIN
RANDALL
WEISENBURGER
Executive Chair of the Boards
Chief Executive 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 Randall
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
2026 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 26, 2026, 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
Stuart Subotnick
Laura Weil
Josh Weinstein
Randall 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
2026 PROXY STATEMENT
|
27
AUDIT COMMITTEES
MEMBERS
•
Laura Weil, Chair
•
Jason Glen Cahilly
•
Jeffrey J. Gearhart
•
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.
FY2025 MEETINGS:
7
KEY RESPONSIBILITIES
The Audit Committees assist the Boards in their general
oversight of:
•
integrity of our financial statements;
•
compliance with legal and regulatory requirements (in
coordination with the HESS Committees and the Compliance
Committees);
•
performance of our internal audit functions, including process
efficiencies and investigations into asset misappropriation,
corruption 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 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.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
28
|
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
COMPENSATION COMMITTEES
MEMBERS
•
Randall 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.
FY2025 MEETINGS:
5
KEY RESPONSIBILITIES
The Compensation Committees have authority for:
•
determining and approving the compensation levels (covering
all forms of compensation) of our Executive Officers, Executive
Directors and Company Secretary, and reviewing the
compensation levels of other members of senior
management;
•
making recommendations to the Boards with respect to
incentive compensation and equity-based plans and
overseeing the administration of our equity incentive plans,
including our employee stock purchase plans;
•
making recommendations to the Boards with respect to the
compensation of the Non-Executive (non-employee) Directors,
including equity-based compensation;
•
overseeing and approving the Carnival plc 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
2026 PROXY STATEMENT
|
29
COMPLIANCE COMMITTEES
MEMBERS
•
Jeffrey J. Gearhart, Chair
•
Sir Jonathon Band
•
Stuart Subotnick
•
Laura Weil
•
Randall Weisenburger
QUALIFICATIONS
•
The Boards of Directors have determined that
each member of the Compliance Committees is
independent.
FY2025 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, vendors’ compliance with the Business
Partner Code of Conduct and Ethics, 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
2026 PROXY STATEMENT
HESS COMMITTEES
MEMBERS
•
Sir Jonathon Band, Chair
•
Nelda J. Connors
•
Helen Deeble
•
Katie Lahey
•
Randall Weisenburger
QUALIFICATIONS
•
The Boards of Directors have determined that
each member of the HESS Committees is
independent.
FY2025 MEETINGS:
4
KEY RESPONSIBILITIES
The HESS Committees assist the Boards with supervising and
monitoring health, environmental, safety, security and
sustainability policies, programs, initiatives at sea and onshore,
and compliance with health, environmental, safety, security and
sustainability-related legal and regulatory requirements.
The HESS Committees also:
•
review and recommend health, environmental, safety, security
and sustainability policies, procedures, practices and training,
and oversee the Companies’ monitoring and enforcement of
such policies, procedures and practices;
•
review and recommend appropriate policies, procedures,
practices and training relative to sustainability and
sustainability reporting;
•
oversee risk management related to significant health,
environmental, safety, security 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.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
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2026 PROXY STATEMENT
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N&G COMMITTEES
MEMBERS
•
Stuart Subotnick, Chair
•
Sir Jonathon Band
•
Katie Lahey
•
Randall Weisenburger
QUALIFICATIONS
•
The Boards of Directors have determined that
each member of the Nominating & Governance
Committees is independent.
FY2025 MEETINGS:
5
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,
structure and composition of the Boards and their
Committees;
•
develop and recommend to the Boards a set of Corporate
Governance Guidelines, and review and assess their
effectiveness, including compliance with our overboarding
policy;
•
oversee 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 2025 is included in the
Carnival plc Corporate Governance Report attached as Annex C
to this Proxy Statement.
Governance and Board Matters
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2026 PROXY STATEMENT
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). In addition, the
Boards had previously determined that Sarah
Mathew, who did not seek re-election at the April 16,
2025 Annual Shareholder Meetings, was independent
under these standards.
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.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
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2026 PROXY STATEMENT
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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 vendors’
compliance with the Business Partner Code of
Conduct and Ethics 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 health, environmental,
safety, security and sustainability-related risks,
including those related to ship operations and
cybersecurity, RAAS health, environmental, safety,
security audits, IAG and external investigations into
significant ship incidents, and health,
environmental, safety, security-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 health, environmental, safety, security
and sustainability as well as material legal or other
proceedings relating to health, environmental,
safety, security, and management’s response
thereto.
•
Review and recommend policies, procedures,
practices and training relative to health,
environmental, safety, security and sustainability
and oversee monitoring and enforcement of health,
environmental, safety, security policies and
procedures.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
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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.
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
our Named Executive Officers in fiscal 2025 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 Normalized
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.
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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35
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
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 operational structure
enhances our succession planning process and
enables us to develop a pipeline of highly capable
leaders across brands who embody our culture and
bring a variety of backgrounds, experiences and
perspectives. We also invest in leadership
development programs designed to foster career
growth, build strong leaders and retain top talent for
advancement across the organization. This
systematic approach to talent development allows us
to maintain the expertise needed to navigate the
unique challenges of the cruise industry while
supporting our commitment to sustainable growth
and operational excellence.
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
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
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2026 PROXY STATEMENT
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.
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 2027
Annual Meetings of Shareholders, the N&G
Committees will consider recommendations received
by our Company Secretary at our headquarters no
later than September 1, 2026.
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
Governance and Board Matters
BOARD AND COMMITTEE GOVERNANCE
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2026 PROXY STATEMENT
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37
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
.
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 2025 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 2025, 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. The
Presiding Director received an additional retainer
of $50,000 in fiscal 2025. 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.
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
Governance and Board Matters
NON-EXECUTIVE DIRECTOR COMPENSATION
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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 share grants
under the Carnival Corporation 2020 Stock Plan. The
Boards of Directors approved an unrestricted share
grant for each Non-Executive Director re-elected at the
2025 Annual Meetings of Shareholders with a grant
value equal to $195,000. Accordingly, on April 16, 2025
a grant of 11,117 Carnival Corporation unrestricted
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
($17.54).
The 2025 annual Non-Executive Director share grants
under the Carnival Corporation 2020 Stock Plan vest
effective on the grant date for Non-Executive Directors
that have served on the Board for at least one year
from their initial appointment or election to the Board.
For newly appointed or elected Directors, the grants
vest and become non-forfeitable on the first
anniversary of the Non-Executive Director’s initial
appointment or election to the Board. All of the Non-
Executive Directors who received 2025 grants had
already served on the Board for at least one year.
Unrestricted shares granted to Non-Executive Director
have the same rights with respect to dividends and
other distributions as all other outstanding shares of
Carnival Corporation common stock. Generally, Non-
Executive Directors will receive their annual grants
initially upon their appointment or election to the
Boards and subsequently at the time of their election
or annual re-election to the Boards.
During fiscal 2025, the Compensation Committees
undertook a review of Non-Executive Director pay that
included benchmarking against the peer group
companies. Following that review, the Compensation
Committees recommended, and the Boards
approved, certain changes effective December 1,
2025 to more closely align our Non-Executive Director
compensation with competitive market data and
trends, as summarized below.
Director Pay Element
Fiscal 2025
($)
Fiscal 2026
($)
Annual Cash Retainer
110,000
Committees Member Retainer:
Audit & HESS
10,000
20,000
All other Committees
10,000
Committees Chair Retainer:
Audit & HESS
30,000
35,000
All other Committees Chairs
30,000
Presiding Director & Senior Independent Director Retainer
50,000
Annual Equity Retainer
195,000
210,000
Governance and Board Matters
NON-EXECUTIVE DIRECTOR COMPENSATION
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2026 PROXY STATEMENT
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DIRECTOR COMPENSATION FOR FISCAL 2025
The following table details the total compensation
earned by our Directors in fiscal 2025, other than
Mr. Weinstein, who is a Named Executive Officer.
Mr. Weinstein’s compensation is reflected in the
“Summary Compensation Table,” which follows the
“Compensation Discussion and Analysis” section.
Directors who are employed by us do not receive
additional compensation for their services as
members of the Boards of Directors.
Name
Fees Earned or Paid in Cash
($)
Stock Grants
(1)(2)
($)
All Other Compensation
(3)
($)
Total
($)
Micky Arison
―
―
126,507
126,507
Sir Jonathon Band
160,000
198,661
―
358,661
Jason Glen Cahilly
130,000
198,661
―
328,661
Nelda J. Connors
120,000
198,661
―
318,661
Helen Deeble
130,000
198,661
―
328,661
Jeffrey J. Gearhart
150,000
198,661
―
348,661
Katie Lahey
130,000
198,661
―
328,661
Sara Mathew
(4)
45,495
0
―
45,495
Stuart Subotnick
160,000
198,661
―
358,661
Laura Weil
160,000
198,661
―
358,661
Randall Weisenburger
220,000
198,661
―
418,661
(1)
Represents the grant date fair value, assuming no risk of forfeiture, of the grants of Carnival Corporation unrestricted shares
made in fiscal 2025, calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”).
On April 16, 2025, each of the Non-Executive Directors re-elected at the 2025 Annual Meetings of Shareholders received a
grant of 11,117 unrestricted 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 ($17.54); however, ASC 718 requires us to use the grant date closing
price of a share of Carnival Corporation common stock ($17.87) for purposes of disclosing the grant date value of unrestricted
share grants in this table. The shares may be forfeited if a Director ceases to serve on the Boards within their first year of service
for any reason other than death or disability. All of the Non-Executive Directors who received grants served for all of fiscal
2025.
(2)
None of the Directors hold stock options. The aggregate number of Carnival Corporation and Carnival plc restricted shares
held at November 30, 2025 were as follows:
Name
Restricted Shares
(#)
Micky Arison
0
Sir Jonathon Band
30,797
Jason Glen Cahilly
30,797
Nelda J. Connors
12,141
Helen Deeble
30,797
Jeffrey J. Gearhart
30,797
Katie Lahey
30,797
Sara Mathew
30,797
Stuart Subotnick
30,797
Laura Weil
30,797
Randall Weisenburger
30,797
(3)
Benefits provided to Mr. Arison as executive Chair include driver and security ($33,759), secondary medical reimbursement
plan and associated tax gross up ($31,367), medical allowance ($28,041), automobile lease or allowance ($18,069), and the
following other benefits ($15,271 in total): payments to cover premiums on certain benefits and associated tax gross up;
automobile repair and expenses; private medical plan (December only); and accidental death or dismemberment, disability
and life insurance premiums. The total value of benefits received by each of the Non-Executive Directors was less than $10,000.
(4)
Ms. Mathew stepped down from the Boards in April 2025.
Governance and Board Matters
NON-EXECUTIVE DIRECTOR COMPENSATION
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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 2025 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.
CARNIVAL PLC NON-EXECUTIVE DIRECTOR COMPENSATION
Additional information with respect to Carnival plc’s
compensation and reimbursement practices during
fiscal 2025 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.
Governance and Board Matters
RELATED PERSON TRANSACTIONS
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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41
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.
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 $806,000 during
fiscal 2025.
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 Aircraft
Agreements 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. In October 2025, the Aircraft
Agreements were further amended to adjust the
rental rate and aircraft management fee in line with
current market rates, with effect from December 1,
2025.
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
(increasing to $11,240 effective December 1, 2025),
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
(increasing to $182,000 effective December 1, 2025)
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
Governance and Board Matters
RELATED PERSON TRANSACTIONS
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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 2025, Carnival Corporation paid Ad
Astra I, LLC $1,410,000 under the Lease Agreement,
and Nickel Cayman Management, LLC paid Carnival
Corporation $162,000 as the Service Fee and
reimbursed Carnival Corporation $2,784,000 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
2026 PROXY STATEMENT
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43
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, 2026 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, 2026 (being 60 days after January 13, 2026)
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
94,142,908
(2)(3)
7.6
0
―
6.8
Sir Jonathon Band
64,406
***
0
―
***
David Bernstein
223,880
(4)
***
0
―
***
Jason Glen Cahilly
80,505
***
0
―
***
Nelda J. Connors
23,258
***
0
―
***
Helen Deeble
83,214
***
0
―
***
Bettina Deynes
56,775
(4)
***
0
―
***
Jeffrey J. Gearhart
72,768
***
0
―
***
Katie Lahey
77,756
***
0
―
***
Lars Ljoen
27,846
***
0
―
***
Enrique Miguez
115,642
(4)
***
0
―
***
Stuart Subotnick
125,325
***
0
―
***
Laura Weil
124,522
***
0
―
***
Josh Weinstein
715,019
(4)
***
0
―
***
Randall Weisenburger
1,362,864
(5)
***
0
―
***
All Directors and Executive
Officers as a group
(15 persons)
97,296,688
7.9
0
—
7.0
*
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
shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share
44
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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. 87th 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) 13,406,463 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 2023 time-based restricted stock units and performance-based restricted stock units granted in April 2023, all of
which are scheduled to be released on February 10, 2026.
(5)
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, 2026:
•
all persons known by us to be the beneficial
owners of more than 5% of the 1,236,706,612
shares 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 217,413,915
ordinary shares issued by Carnival plc, less
42,876,272 ordinary shares which are held by
Carnival Corporation and 28,927,231 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 7.6% of the voting
power of Carnival Corporation and approximately
6.8% 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 19. The table below begins with
the ownership of the Arison Group.
Share Ownership
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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45
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)
6.5
0
―
5.8
MA 1994 B Shares, Inc.
1201 North Market
Street
Wilmington, DE 19899
80,736,445
(1)(2)
6.5
0
―
5.8
Richard L. Kohan
Two Alhambra Plaza
Suite 1040
Coral Gables, FL 33134
94,144,908
(1)(3)
7.6
0
―
6.8
KLR, LLC
Two Alhambra Plaza
Suite 1040
Coral Gables, FL 33134
83,158,949
(1)(4)
6.7
0
―
6.0
Nickel 2015-94 B Trust
1313 North Market
Street
Suite 5300
Wilmington, DE 19801
80,736,445
(1)(2)
6.5
0
―
5.8
Barclays PLC
1 Churchill Place,
London, E14 5HP,
United Kingdom
0
—
7,534,528
(5)
5.2
***
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
65,117,160
(6)
5.3
6,871,539
(7)
4.7
5.2
Norges Bank
Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo, Norway
0
―
13,742,702
(8)
9.4
***
Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
113,163,718
(9)
9.2
0
―
8.2
*, ** 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 8,472,297 Shares with respect to which he has a
beneficial interest by virtue of the interest and authority granted to him under the trust instrument for the Nickel 2025-05 Trust
No. 2. In addition, Mr. Arison may be deemed to beneficially own 2,422,504 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 2,511,662 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.
Share Ownership
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
(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 94,142,908 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.
(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 TR-1 notification received by Carnival plc on January 9, 2025, Barclays PLC and its affiliates reported direct
voting rights over 4,946,819 ordinary shares, voting rights over 28,189 ordinary shares subject to right to recall, voting rights
over 2,468,126 ordinary shares through CFD, voting rights over 89,182 ordinary shares through an equity swap and voting rights
over 2,212 ordinary shares through a portfolio swap.
(6)
As reflected in a Schedule 13G/A filed on February 2, 2024 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 April 29, 2025 with the SEC, BlackRock, Inc. reported sole voting power over 6,388,265
ordinary shares and sole dispositive power over 6,871,539 ordinary shares.
(8)
As reflected in a Schedule 13G/A filed on February 10, 2025 with the SEC, Norges Bank reported sole voting and dispositive
power over 13,742,702 ordinary shares.
(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
2026 PROXY STATEMENT
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47
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 2027
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
Statement for a more detailed discussion of our
compensation policies and procedures.
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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
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.
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
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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49
Compensation Discussion and Analysis and Carnival plc
Directors’ Remuneration Report (Part I)
CONTENTS
50
COMPENSATION DISCUSSION & ANALYSIS
AND CARNIVAL PLC DIRECTORS’
REMUNERATION REPORT (PART I)
50
Letter from the Chair of our Compensation
Committees
52
How We Address UK and U.S. Compensation
Disclosure Requirements
53
Executive Summary
53
Our Compensation Philosophy
53
2025 Business and Performance Highlights
54
2025 Compensation Overview
56
Total Target Compensation Mix
56
Summary of Our 2025 Decisions
57
Process for Making Compensation
Determinations
57
Additional Context for 2025 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
2025 Compensation Recommendations and
Rationale
59
Base Salaries
59
Annual Bonuses
62
Equity-Based Compensation and Other Long-Term
Incentives
65
Perquisites and Other Compensation
66
Post-Employment Compensation Obligations
67
Pensions and Deferred Compensation Plans
67
Peer Group Characteristics
68
Peer Group Companies
68
Changes to Peer Group for Assessing Fiscal 2025
Compensation
68
Competitive Market (Peer Group) Comparison
68
Stock Ownership Policy
69
Hedging Policy
70
Clawback Policy
70
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.
The design of our 2025 executive compensation
program is largely consistent with the 2024 program.
The program continues to reflect a predominantly at-
risk, quantitative performance-based structure.
The long-term incentive component retains a
simplified structure consisting of performance-based
equity (PBS) to incentivize strong performance as
well as time-based equity (TBS) 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 design changes effective in fiscal 2025
included updates to 2025 PBS performance metrics to
incorporate a relative TSR metric as well as to
change from an adjusted Earnings Before Interest,
Taxes, Depreciation and Amortization (“EBITDA”) metric
to a Normalized Operating Income per ALBD metric
to reflect normalized operations and leverage levels,
align with shareholder interests and reward our
long-term success.
Compensation
COMPENSATION DISCUSSION AND ANALYSIS AND CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT (PART I)
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Consistent with our updated compensation
philosophy described in 2024, we approved increases
to the target compensation of our Named Executive
Officers in 2025. Such increases reflect a commitment
to position target pay closer to market median
levels and were primarily concentrated in long-term
incentives, strengthening alignment between pay and
performance.
Guided by our executive leadership team, fiscal 2025
was a record year for us. Financial performance in
2025 was very strong with revenue and operating
income at an all-time high, all while delivering
unforgettable experiences to over 13.6 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
186.9 percent of target.
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,
RANDALL WEISENBURGER
Chair of the Compensation Committees
January 27, 2026
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,
2025.
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
Chief Executive Officer
LARS LJOEN
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, we generally aim to set
target compensation for our Named Executive
Officers near market median and continue to make
appropriate adjustments in furtherance of this
philosophy.
Considering U.S. and UK Market
Approaches
All of the Named Executive Officers who are currently
employed by us were located in the U.S. for all or
substantially all of 2025. 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 2025 programs remained predominantly
quantitative performance-based, aligning with our
compensation philosophy and investor feedback. The
Compensation Committees did not exercise discretion
in certifying 2025 results.
2025 BUSINESS AND PERFORMANCE HIGHLIGHTS
A Record Year
Our business ended fiscal 2025 on a high note, with
an incredibly strong finish to a record-breaking year.
During fiscal 2025, we delivered:
•
all-time high full-year revenues of $26.6 billion;
•
cash from operations of $6.2 billion, making a
significant contribution toward enhancing our
financial strength;
•
all-time high operating income of $4.5 billion, more
than 25 percent higher than the prior year; and
•
record year-end customer deposits at the end of
2025, up nearly 7 percent year over year.
Compensation
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Continued Sustainability Progress
During 2025, we also continued making progress
towards our sustainability goals. We reached our 2030
goal ahead of schedule, cutting greenhouse gas
emissions intensity by 20% relative to our 2019
baseline. Separately, our “Less Left Over” strategy
helped reduce food waste by over 47%, edging closer
to our 50% target set for 2030.
2025 COMPENSATION OVERVIEW
Summary of Fiscal 2025 Named Executive Officer Compensation
Consistent with our compensation philosophy and
investor feedback, our 2025 program continued 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 aligns our
performance with the interests of our shareholders
while also balancing the need to drive measured, well-
informed, and long-term focused decision-making
by senior leadership.
Our 2025 compensation program included:
•
Performance metrics for our 2025 annual cash
bonus
delivered through our MIP focus on
Normalized 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 2025 equity-based incentive
program
:
•
PBS (performance-based share) grants, weighted
at 60%, designed to support our return to
profitable growth, align with shareholder interest
and reward long-term success by measuring
Normalized Operating Income per adjusted lower
berth days (“ALBD”), adjusted ROIC, relative TSR
and GHG intensity reductions for fiscal years
2025, 2026 and 2027.
•
TBS (time-based share) grants, weighted at 40%,
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 2025 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:
•
Normalized Adj. 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)
60%
Three years
Performance Metrics and
Weighting:
•
Normalized Operating Income
per ALBD (45%)
•
Adjusted ROIC (20%)
•
Relative TSR (20%)
•
GHG Intensity Reduction (15%)
Additional Detail:
•
Cliff vests following a three-
year measurement period
•
Payout range of 0 to 200% of
target
•
Continued a structure based
on multiple pre-established
quantifiable metrics
measured over a multi-year
period
•
Incorporated updated metrics
that are designed to reflect
normalized operations and
leverage levels, align with
shareholder interests and
reward our long-term
success, including by
benchmarking our TSR
relative to our peers in the
travel and leisure sector
TBS (Time-Based
Share Grants)
40%
Three years
•
Vests 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
Compensation
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TOTAL TARGET COMPENSATION MIX
(1)
CEO
Other NEOs
Long-Term
Equity
Incentives
54%
Base Salary
23%
Annual
Incentive Bonus
23%
77%
At-risk
91%
At-risk
Annual
Incentive
Bonus
18%
Long-Term
Equity
Incentives
73%
Base Salary
9%
(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 2025 DECISIONS
The Compensation Committees make decisions regarding Named Executive Officer total compensation (base
salary, annual bonus and annual equity grants) in connection with our annual performance review process. The
table below summarizes the Compensation Committees’ decisions for fiscal 2025.
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 2025
•
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 2025
Compensation
Program
Changes
In line with our updated philosophy targeting the market median for total compensation, in 2025 we
continued to make phased adjustments to our Named Executive Officers’ target compensation levels to
bring them in line with the market median, based on our review of our peer group and compensation
survey data.
Key Fiscal 2025
Compensation
Decisions
Base Salary Decisions
For fiscal 2025, the Compensation Committees approved increases to base salary for all Named
Executive Officers in keeping with our philosophy to provide competitive pay that aligns with broader
market benchmarking. The base salary increases ranged from four to 22 percent.
Annual Cash Bonus
For fiscal 2025, the Compensation Committees approved increases to the bonus targets for all Named
Executive Officers except Mr. Bernstein, in keeping with our compensation philosophy. The primary
performance metric for the bonus was Normalized 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 191.1 percent payout under the
Normalized Adjusted Operating Income metric, and a 170.3 percent payout on the environmental and
safety initiatives metric, resulting in a final, weighted payout of 186.9 percent.
Equity Grant Decisions
For fiscal 2025, the Compensation Committees approved increases to equity incentive compensation
targets for all Named Executive Officers following a review of market data for comparable roles. The
equity-based program remained majority performance-based with refined performance metrics for
2025 focusing on profitability, shareholder returns relative to our peers, disciplined capital spending
and GHG reduction measures, with a time-based component included to support our retention
objectives.
Compensation
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PROCESS FOR MAKING COMPENSATION DETERMINATIONS
Early Fiscal Year
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 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.
Compensation Approach
Evaluate Program
Final Board Deliberations
Mid-Fiscal Year
Post-Fiscal Year
ADDITIONAL CONTEXT FOR 2025 DECISIONS
In fiscal 2025, 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.
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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 2025, 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 2025, 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 strong support for our 2025 “say on pay” vote
indicated to us that shareholders were pleased with
the 2024 executive compensation program structure.
As a result, the Compensation Committees maintained
the quantitative and performance-based structure
of our executive compensation program for fiscal 2025
and did not make any changes as a result of the
2025 “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 2026, when reviewing executive compensation
programs and policies.
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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.
2025 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 2025 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 2025, the Compensation Committees
approved increases to base salary for all Named
Executive Officers effective March 1, 2025 (other than
Mr. Ljoen for whom the increase was effective
January 1, 2025), in keeping with our philosophy to
provide competitive pay that aligns with broader
market benchmarking. Following these adjustments,
Named Executive Officer base salaries are generally
near market median (based on the review of our
peer group and compensation survey data).
Name
2024 Base
Salary
($)
2025 Base
Salary
(effective
March 1, 2025)
($)
Josh Weinstein
1,400,000
1,450,000
David Bernstein
960,000
1,000,000
Bettina Deynes
490,000
600,000
Lars Ljoen
(1)
N/A
675,000
Enrique Miguez
675,000
700,000
(1)
Mr. Ljoen was not a Named Executive Officer for fiscal
2024.
ANNUAL BONUSES
Annual cash bonuses for our Named Executive
Officers are determined in accordance with the
Carnival Corporation & plc MIP. The MIP is designed
to focus the attention of our executives on achieving
strong performance results against key business
priorities and is a core component of our
compensation program that supports our pay for
performance philosophy.
For fiscal 2025, the Compensation Committees
approved increases to the bonus targets for all Named
Executive Officers except Mr. Bernstein, in keeping
with our philosophy to provide competitive pay that
aligns with broader market benchmarking. These
increases helped bring total compensation for our
Named Executive Officers nearer to, but generally still
lower than, market median (based on the review of
our peer group and compensation survey data).
The target opportunities for fiscal 2025 for our Named
Executive Officers are shown below. Actual payouts
may range from 0% to 200% of the target bonus
opportunity based on actual performance of our
company.
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Name
2024 Target
Bonus
($)
2025 Target
Bonus
($)
Josh Weinstein
2,800,000
2,900,000
David Bernstein
1,350,000
1,350,000
Bettina Deynes
375,000
500,000
Lars Ljoen
(1)
N/A
500,000
Enrique Miguez
505,000
625,000
(1)
Mr. Ljoen was not a Named Executive Officer for fiscal
2024.
The 2025 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 2025, as we continued our strategic
focus on profitability, the Compensation Committees
maintained Normalized Adjusted Operating Income
as the primary MIP performance metric, with the
balance of 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. For additional information on our Core Values,
please refer to the Carnival plc Corporate Governance
Report (attached as Annex C) under “Workforce
Engagement.”
Summary of MIP Annual Cash Bonus Design for 2025
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
Normalized Adjusted Operating Income
80%
HESS
20%
• Safe and Compliant Ships
• Safe and Healthy Passengers and Crew
• Protecting the Environment
2025 MIP Performance Metrics and Targets (Audited)
Our 2025 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 Normalized Adjusted Operating
Income performance measure, as well as the actual
results and payout. The Normalized Adjusted
Operating Income performance goals required
meaningful growth over fiscal 2024 adjusted Operating
Income to achieve the target payout. The final
Normalized Adjusted Operating Income result was
$4.3 billion
1
, above our target goal.
Normalized Adjusted Operating Income (80%)
Threshold
Target
Maximum
2025 Actual
Normalized Adjusted Operating Income ($ in millions)
1
3,605
3,916
4,337
4,300
Payout (%) of Target
50
100
200
191.1
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 2025 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
1
Normalized 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.”
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were reviewed and approved by the CEO, the HESS
Committees and then by the Compensation
Committees in establishing the 2025 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
2025 Actual
Focus areas:
•
Safe and Compliant Ships
(35-point potential)
(29.2 points achieved)
50 points
70 points
85 points or above
81.8 points
•
Safe and Healthy Passengers and Crew
(30-point potential)
(22.7 points achieved)
•
Protecting the Environment
(35-point potential)
(29.8 points achieved)
Payout (%) of Target
50%
100%
200%
179%
The total points achieved for 2025 are associated
with a payout of 179% 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 “2025 Actual” points achieved
shown above be adjusted to, and approved at, 170.3%.
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.
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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 four environmental metrics: compliance
with emission and discharge regulations, carbon
intensity reduction relative to assigned targets, use of
lower emissions fuels and food waste management.
2025 MIP Annual Cash Bonus Performance Results
The formula-based MIP annual cash bonus results
for fiscal 2025 reflected our strong performance in
fiscal 2025.
Overall performance against the goals for the Named
Executive Officers is 186.9%, 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 2025.
The following table summarizes the results for each
MIP performance goal, the overall MIP formula-based
performance, and the final bonus amounts earned:
Normalized Adjusted Operating Income
HESS
2025
MIP
Results
2025 MIP
Bonus
Earned
Name
2025 Actual
($ in millions)
% of
Target
Weighting
2025
Actual
% of
Target
Weighting
% of
Target
($)
Josh Weinstein
4,300
191.1
80%
81.8 points
170.3
20%
186.9
5,420,100
David Bernstein
2,523,150
Bettina Deynes
934,500
Lars Ljoen
934,500
Enrique Miguez
1,168,125
EQUITY-BASED COMPENSATION AND OTHER LONG-TERM INCENTIVES
Overview
The Compensation Committees grant equity-based
compensation to our Named Executive Officers
to provide long-term incentives and align
management and shareholder interests. The
Compensation Committees believe that a substantial
portion of compensation should be equity-based.
The equity-based compensation program is designed
to:
1
recognize scope of responsibilities
2
reward demonstrated performance and
leadership
3
motivate future superior performance
4
align the interests of the executive with our
shareholders
Our equity-based compensation grants to our
Named Executive Officers are made pursuant to the
Carnival Corporation 2020 Stock Plan and are
consistent with the Carnival plc Directors’
Remuneration Policy, which have been approved by
Carnival Corporation & plc shareholders.
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2023 PBS Grants
The 2023 PBS grants made to the Named Executive
Officers in February 2023 completed their
performance period at the end of fiscal 2025 and
vested on February 10, 2026. The 2023 PBS grants
vested based on the extent to which fiscal 2023-2025
Normalized Adjusted EBITDA, fiscal 2025 adjusted
ROIC, and fiscal 2025 carbon intensity reduction
results, met or exceeded the specified performance
goals, as summarized in the table below:
Payout
Overall
Maximum
% of Target Achieved
Weight
(200% Payout)
Sub-
Metric
2023
($M)
2025
Growth
vs. 2023
(CAGR)
Sub-
Weight
21.7%
43.3%
Adj.
ROIC
1
25%
Carbon
Intensity
(CO2e /
kALBD)
10%
Unweighted
200.0%
131.6%
200.0%
200.0%
Weighted
43.3%
57.0%
50.0%
20.0%
100%
= actual result
Overall Payout 170.4%
Normalized
Adj.
EBITDA
1
65%
Goal Range
Metric
Minimum
Target
(50% Payout)
(100% Payout)
$1,753
$2,203
$2,603
40%
60%
80%
5.5%
7.5%
9.5%
101.24
99.2
0
96.13
$2,938
66.3%
13.4%
94.3
1
Normalized Adjusted EBITDA and Adjusted ROIC are non-GAAP measures. A reconciliation to the most comparable GAAP
measure can be found under “Non-GAAP Financial Measures—Reconciliation to GAAP.” 2023 Normalized Adjusted EBITDA was
calculated to include the impact of non-newbuild capital expenditures excluding port investments, whereas calculation of 2025
Adjusted EBITDA growth vs. 2023 excluded this impact for 2023 and 2025.
Our PBS program was designed to align pay with
performance and support long-term shareholder
value. In early 2023, the Compensation Committees
set PBS goals based on the business outlook at the
time, aiming for targets that were appropriately
challenging while supporting strategic priorities.
Maximum performance was intended to be a stretch,
and our results exceeded those expectations, with
three of four metrics achieving above-maximum levels.
The Committees believe this outcome reflects
strong execution and will continue to review goal
calibration to maintain rigor going forward.
Based on the above results and final payout percentages, the Named Executive Officers will receive the following
shares in February 2026:
Named Executive Officer
2023 PBS Earned Shares
(#)
Josh Weinstein
635,820
David Bernstein
333,805
Bettina Deynes
47,686
Lars Ljoen
18,164
Enrique Miguez
63,581
2025 Equity-Based Incentive Program
For 2025, the equity-based program remained
majority performance-based with a refined focus on
profitability, shareholder returns relative to the travel
and leisure industry, disciplined capital spending
and GHG 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
40%
TBS
60%
PBS
•
Continued improvements over the longer term in our
operating environment support maintaining majority
performance-based compensation, with time-based
compensation intended to support retention objectives while
also tying pay to stock price performance
•
PBS performance criteria measured against multi-year
performance on Normalized Operating Income per ALBD
(45%), Adjusted ROIC (20%), Relative TSR (20%) and GHG
Intensity Reduction (15%)
2025 Equity Compensation Targets
For fiscal 2025, 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 and compensation
survey data).
2025 equity compensation targets for each Named Executive Officer are as follows:
Named Executive Officer
PBS (60%)
($)
TBS (40%)
($)
Total Target Value
($)
Josh Weinstein
6,900,000
4,600,000
11,500,000
David Bernstein
1,941,000
1,294,000
3,235,000
Bettina Deynes
781,200
520,800
1,302,000
Lars Ljoen
564,030
375,975
940,005
Enrique Miguez
890,400
593,600
1,484,000
Disclosure and the Timing of Equity-Based Compensation
2025 PBS and TBS Equity Incentives
PBS grants represent 60% of our Named Executive
Officers’ target equity incentive in our 2025
compensation program. These grants are subject to a
three-year measurement period of fiscal 2025-2027,
and will cliff vest in 2028 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 Compensation Committees approved the
following performance metrics and weightings:
Normalized
Operating
Income per
ALBD
Adjusted
ROIC
Relative
TSR
GHG
Intensity
Reduction
45%
20%
20%
15%
The Compensation Committees believe these metrics
taken together serve as a strong holistic
representation of our long-term performance by
measuring absolute profitability and capital efficiency,
relative shareholder returns, and progress on our
sustainability priorities.
The specific performance targets for Normalized
Operating Income per ALBD, Adjusted ROIC and GHG
Intensity Reduction will be disclosed after the end
of the performance period in the 2027 Proxy
Statement, as the Boards consider them strategic
and commercially sensitive to disclose at this time,
given the absence of a robust set of publicly traded
peers of comparable size.
The Relative TSR performance metric measures our
company’s TSR versus the TSR of each of the
companies included in the Dow Jones U.S. Travel &
Leisure Index. TSR is determined by measuring the
average adjusted closing price of a share of common
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stock for the 20 trading days before the first trading
day of the performance period and at the end of the
performance period. The closing price is adjusted
to account for both capital gains and additional value
generated from reinvested dividends and stock
splits over the specified time periods. The Relative
TSR performance metric is applied as follows:
Performance Period
Segments
Payout Percentage—
Percentile Rank
(1)
Period
Allocation
of TSR
Weighting
<20
th
20
th
50
th
≥
80
th
2025
25%
0%
50%
100%
200%
2025 – 2026
25%
2025 – 2027
50%
(1)
Payouts when actual performance is between these
points are calculated using linear interpolation. In the
event our TSR is negative, but the Relative TSR payout
exceeds 100% due to outperformance compared to the
industry index, actual payouts will be capped at 100%.
In January 2025, 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 2025, PBS grants were made based on the
grant values approved in January 2025 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 16, 2025 (the effective date of
grant), being $17.54. They will vest in April 2028,
subject to certification of performance results. The
PBS grants do not receive dividends or have voting
rights.
For 2025, the Compensation Committees also
determined to provide 40% of the target equity
incentive in the form of TBS grants to incentivize
retention while maintaining a direct connection to
our stock price performance. These grants vest
annually on a pro-rata basis over a three-year period.
The final number of 2025 PBS and TBS is listed in
the “Grants of Plan-Based Awards” table.
The TBS and PBS grants do not receive dividends or
have voting rights. Each grant 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 grant.
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
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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, 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 2025,
Carnival Corporation made matching contributions to
the 401(k) Plan under the plan’s formula, subject to
nondiscrimination testing. Following Mr. Ljoen’s
relocation to the UK in November 2025, he became
eligible to participate in the UK Pension Scheme. Under
the UK Pension Scheme, Carnival plc will contribute
6% of Mr. Ljoen’s salary to the UK Pension Scheme up
to a total employee and employer contribution of
£10,000 in a tax year. After that, a cash allowance
equal to the employer contribution of 6% of Mr. Ljoen’s
salary will be payable. The cash allowance is subject
to UK tax and national insurance.
In January 2025, we ended our executive health
insurance program and transitioned our Named
Executive Officers to health insurance plans that are
generally available to all employees. In place of the
executive health insurance program, our Named
Executive Officers became eligible for a medical
allowance.
The perquisites received by each Named Executive
Officer in fiscal 2025, 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 or enhanced cash
severance upon a termination related to a change of
control.
In August 2025, Carnival Corporation entered into a
Compensation Protection and Restrictive Covenants
Agreement with each of Mr. Weinstein, Mr. Bernstein,
Ms. Deynes and Mr. Miguez. Under the Compensation
Protection and Restrictive Covenants Agreements,
Mr. Weinstein, Mr. Bernstein, Ms. Deynes and
Mr. Miguez are entitled to severance payments in the
event of termination of their employment without
cause, certain other involuntary termination events,
or mutual separation.
In connection with Mr. Ljoen’s relocation to the UK in
late 2025, Carnival plc entered into a Service
Agreement with Mr. Ljoen in October 2025. Under
the Service Agreement, Mr. Ljoen is entitled to a 12
month notice period or payment in lieu of notice in the
event of termination without cause.
The Compensation Protection and Restrictive
Covenants Agreements and Mr. Ljoen’s UK Service
Agreement each include perpetual confidentiality, and
non-disparagement provisions as well as non-
competition and non-solicitation restrictive covenants
for 24 months (in case of Mr. Weinstein) and
12 months (in case of Mr. Bernstein, Ms. Deynes,
Mr. Ljoen and Mr. Miguez). The Compensation
Committees believe that the severance terms provided
to the Named Executive Officers under these
agreements are reasonable and appropriate in light
of the Named Executive Officers’ positions, the
U.S. market practices, and the competitive
environment for executive talent. In addition, the
Compensation Committees believe that these
arrangements encourage executives to comply with
post-termination non-competition and other
restrictive covenants and to cooperate with us both
before and after their employment is terminated. In
approving each Named Executive Officer’s severance
terms under the above agreements, our
Compensation Committee took into consideration an
analysis of the payments and terms provided to
similarly situated executives at our Peer Group
companies.
Under the terms of the Carnival Corporation & plc
Management Incentive Plan, if any participant’s
(including a Named Executive Officer’s) employment
is terminated by reason of death, disability or
retirement (as defined in the plan documents), the
participant or his/her estate will receive a pro-rata
bonus based on the portion of the year during which
the participant was employed.
Upon termination of employment for certain
circumstances or upon a change of control, our
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Named Executive Officers may be entitled to retain
or receive accelerated vesting of equity grants. Under
the terms of the Carnival Corporation 2020 Stock
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 and
other than due to death or disability). 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.
Additional information on the payments and 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.
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 2024, based on the recommendations of
FW Cook, the Compensation Committees decided to
maintain the same peer group, as listed below (the
“Peer Group”), which was used when assessing the
fiscal 2025 compensation for our Named Executive
Officers. The Peer Group consisted of 18 publicly-listed
companies from diverse but related industries
selected based on revenue, enterprise value, and
certain other financial metrics that the Committees
consider. The Peer Group was 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 2024,
our revenue ranked at the 55th percentile and our
enterprise value ranked at the 61
st
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 is considered better
aligned to our business complexity, breadth, scope
and financial size. The Peer Group used in assessing
fiscal 2025 compensation reflects a balanced group of
companies in or near the consumer discretionary
sector, including travel and hospitality, entertainment,
restaurants and airlines.
In September 2025, the Compensation Committees
approved removing Southwest Airlines from the Peer
Group due to it no longer meeting Peer Group
standards for scale based on enterprise value,
financial leverage and peer alignment. The updated
Peer Group is expected to be used to assess 2026
compensation for our Named Executive Officers.
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PEER GROUP COMPANIES
•
American Airlines Group Inc.
•
Hilton Worldwide Holdings Inc.
•
MGM Resorts International
•
Booking Holdings Inc.
•
International Consolidated Airlines
Group, S.A.
•
Norwegian Cruise Line Holdings Ltd.
•
Caesars Entertainment Inc.
•
Las Vegas Sands Corp.
•
Royal Caribbean Cruises Ltd.
•
Darden Restaurants, Inc.
•
Live Nation Entertainment, Inc.
•
Southwest Airlines Co.*
•
Delta Air Lines, Inc.
•
Marriott International, Inc.
•
Starbucks Corporation
•
Expedia Group, Inc.
•
McDonald’s Corporation
•
United Airlines Holdings, Inc.
*
Removed from the Peer Group effective for 2026 compensation decisions.
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 2025. 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
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 market median 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, 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. Ljoen and Ms. Deynes, who were appointed as
Executive Officers 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 its
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
its employees. A copy of the Clawback Policy was
filed as an exhibit to our 2025 Joint Annual Report on
Form 10-K.
TIMING OF CERTAIN EQUITY AWARDS
In fiscal 2025, 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 2025, 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)
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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 2025 joint Annual Report on
Form 10-K and included in the Carnival Corporation &
plc 2026 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
RANDALL WEISENBURGER
Chair
HELEN DEEBLE
JASON GLEN CAHILLY
Compensation Committee Interlocks and Insider
Participation
During fiscal 2025, the Compensation Committees
were comprised of the four independent Directors
listed above. No member of the Compensation
Committees is a current, or during fiscal 2025 was a
former officer or employee of Carnival Corporation,
Carnival plc, or any of their subsidiaries. During
fiscal 2025, 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 2025, 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
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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71
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, 2025, 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
CEO
2025
1,435,577
11,961,027
5,420,100
71,072
18,887,776
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
David Bernstein
Chief Financial Officer and Chief
Accounting Officer
2025
988,462
3,364,685
2,523,150
62,921
6,939,218
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
Bettina Deynes
Chief Human Resources Officer
2025
568,269
1,354,193
934,500
29,875
2,886,837
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
Lars Ljoen
Chief Maritime Officer
2025
689,029
977,672
934,500
224,914
2,826,115
Enrique Miguez
General Counsel
2025
692,789
1,543,466
1,168,125
58,439
3,462,819
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
(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 2025, 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, 2025. The amounts reflect the grant
date fair value of the fiscal 2025 TBS and PBS grants made in April 2025, 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 2025 PBS is
$19,235,520 for Mr. Weinstein, $5,411,028 for Mr. Bernstein, $2,177,789 for Ms. Deynes, $1,572,301 for Mr. Ljoen and $2,482,175
for Mr. Miguez. For the proceeds received by the Named Executive Officers upon the vesting of RSUs, see the “Stock Vested
during Fiscal 2025” table.
(2)
Reflects the aggregate value of the fiscal 2025 annual bonus under the MIP.
(3)
See the “All Other Compensation” table for additional information.
Compensation
COMPENSATION TABLES
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ALL OTHER COMPENSATION
Each component of the “All Other Compensation” column in the “Summary Compensation Table” for fiscal 2025
is as follows:
Name
Employer
Contributions
to Defined
Contribution
Plan (401(k))
(1)
($)
Medical
Allowance
(2)
($)
Automobile
Lease or
Allowance
($)
Tax
Planning
And Return
Preparation
Relocation
Stipend,
Immigration
Fees and
Paid Time
Off Payout
(3)
Other
(4)
($)
Total
($)
Josh Weinstein
12,479
21,231
24,000
2,939
—
10,423
71,072
David Bernstein
12,250
21,231
11,400
10,000
—
8,040
62,922
Bettina Deynes
12,250
7,385
—
2,200
—
8,040
29,875
Lars Ljoen
13,761
7,385
—
5,759
177,800
20,209
224,914
Enrique Miguez
12,250
21,231
10,800
5,750
—
8,408
58,439
(1)
Includes a true-up match for Mr. Weinstein.
(2)
In January 2025, we ended the executive health insurance program, including the secondary medical reimbursement plan, for
all Named Executive Officers and transitioned them to health insurance plans that are generally available to all employees. In
place of the executive health insurance program, our Named Executive Officers became eligible for a medical allowance
which varies depending on whether they were eligible for the secondary medical reimbursement plan.
(3)
Represents amounts paid to or on behalf of Mr. Ljoen in connection with his relocation to the UK in November 2025.
(4)
Includes the total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the
total amount of “All Other Compensation” for the designated Named Executive Officer. These other benefits include accidental
death, life and disability insurance premiums, personal air travel and executive health insurance program costs and premiums
(December 2024 only), including a secondary medical reimbursement plan.
Additional information with respect to Carnival plc’s
compensation and reimbursement practices during
fiscal 2025 for Non-Executive Directors is included in
Part II of the Carnival plc Directors’ Remuneration
Report, which is attached as Annex B to this Proxy
Statement.
Compensation
COMPENSATION TABLES
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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73
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
Equity grants and non-equity grants made to the Named Executive Officers during fiscal 2025 are as follows:
Grant
Type
Estimated Possible
Payouts Under
Non-Equity
Incentive Plan Grants
(1)
($)
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
1,450,000
2,900,000
5,800,000
2025 TBS 4/16/2025
262,257
4,686,533
2025 PBS 4/16/2025
196,639
393,386
786,772
7,274,494
David Bernstein
Annual Bonus
675,000
1,350,000
2,700,000
2025 TBS 4/16/2025
73,774
1,318,341
2025 PBS 4/16/2025
55,331
110,661
221,322
2,046,343
Bettina Deynes
Annual Bonus
250,000
500,000
1,000,000
2025 TBS 4/16/2025
29,692
530,596
2025 PBS 4/16/2025
22,269
44,538
89,076
823,597
Lars Ljoen
Annual Bonus
250,000
500,000
1,000,000
2025 TBS 4/16/2025
21,435
383,043
2025 PBS 4/16/2025
16,078
32,156
64,312
594,629
Enrique Miguez
Annual Bonus
312,500
625,000
1,250,000
2025 TBS 4/16/2025
33,842
604,757
2025 PBS 4/16/2025
25,382
50,763
101,526
938,709
(1)
Represents the potential value of the payout of the annual bonuses under the MIP for fiscal 2025 performance. The actual
amount of a Named Executive Officer’s 2025 annual bonus (that is paid in fiscal 2026) 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 “Annual Bonuses” section of the Compensation Discussion and Analysis.
(2)
Represents the potential number of shares earnable under the annual 2025 PBS grant. For a more detailed description of the
potential payout under the annual 2025 PBS grant, see the description in the “2025 PBS and TBS Equity Incentives” section of the
Compensation Discussion and Analysis.
(3)
Represents the full grant date fair values of the equity grants made in fiscal 2025, 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, 2025 (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 2025 PBS each Named Executive Officer may receive is two times the target number.
Compensation
COMPENSATION TABLES
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NARRATIVE DISCLOSURE TO THE “SUMMARY COMPENSATION TABLE” AND
THE “GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025” TABLE
EMPLOYMENT AGREEMENTS
In August 2025, Carnival Corporation entered into
Compensation Protection and Restrictive Covenants
Agreements with Mr. Weinstein, Mr. Bernstein,
Ms. Deynes and Mr. Miguez (the “Officers”) which
provide that in the event of termination without cause,
involuntary termination due to a position elimination,
adverse impact reassignment, reduction of base
pay by 10% or target compensation of 15%, or
termination upon mutual agreement, they will be
entitled to receive two times (in case of Mr. Weinstein)
or one times (in case of the other Officers) their
annualized base salary and two times (in case of
Mr. Weinstein) or 0.5 times (in case of the other
Officers) their annual target cash bonus. As
consideration for these severance rights, the Officers
are subject to confidentiality, non-disparagement,
non-competition, and non-solicitation restrictive
covenants. The non-competition and non-solicitation
restrictive covenants are for a period of two years
(in case of the CEO) or one year (in case of the other
Officers), in each case following the Officer’s
termination of employment, regardless of the reason.
In October 2025, Carnival plc entered into a Service
Agreement with Mr. Ljoen in connection with his
relocation to the UK. The Service Agreement provides
for termination by Carnival plc with immediate
effect for cause, or by either party with 12 months’
notice. In the event of termination without cause,
Carnival plc may, in its sole discretion, terminate
employment with immediate effect by electing to
make a payment in lieu of notice equal to Mr. Ljoen’s
base salary for the 12-month notice period plus 0.5
times his annual MIP target. The Service Agreement
also includes a confidentiality provision as well as non-
competition, non-disparagement and non-solicitation
restrictive covenants for 12 months following
Mr. Ljoen’s termination of employment for any
reason.
The above description does not purport to be
complete and is qualified in its entirety by reference
to the full text of the Compensation Protection and
Restrictive Covenants Agreements and the Service
Agreement, which were filed as exhibits to Carnival
Corporation & plc’s Annual Report on Form 10-K for
the year ending November 30, 2025.
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 2025
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 2025.
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
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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75
OUTSTANDING EQUITY GRANTS AT FISCAL 2025 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, 2025, is as
follows:
Stock Grants
Name
Year
Granted
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
(1)
($)
Josh Weinstein
2022
—
—
1,000,000
(2)
25,780,000
2023
53,306
(3)
1,374,229
635,820
(4)
16,391,440
2024
112,080
(5)
2,889,422
784,556
(6)
20,225,854
2025
262,257
(7)
6,760,985
393,386
(8)
10,141,491
TOTAL
427,643
11,024,637
2,813,762
72,538,784
David Bernstein
2023
27,985
(3)
721,453
333,805
(4)
8,605,493
2024
38,294
(5)
987,219
268,056
(6)
6,910,484
2025
73,774
(7)
1,901,894
110,661
(8)
2,852,841
TOTAL
140,053
3,610,566
712,522
18,368,817
Bettina Deynes
2023
3,999
(3)
103,094
47,686
(4)
1,229,345
2024
11,644
(5)
300,182
81,506
(6)
2,101,225
2025
29,692
(7)
765,460
44,538
(8)
1,148,190
TOTAL
45,335
1,168,736
173,730
4,478,759
Lars Ljoen
2023
7,107
(3)
183,218
18,164
(4)
468,268
2024
8,302
(5)
214,026
24,444
(6)
630,166
2025
21,435
(7)
552,594
32,156
(8)
828,982
TOTAL
36,844
949,838
74,764
1,927,416
Enrique Miguez
2023
5,331
(3)
137,433
63,581
(4)
1,639,118
2024
13,387
(5)
345,117
93,710
(6)
2,415,844
2025
33,842
(7)
872,447
50,763
(8)
1,308,670
TOTAL
52,560
1,354,997
208,054
5,363,632
(1)
Market value of the stock grants is based on the closing price of Carnival Corporation common stock on November 28, 2025
of $25.78.
(2)
The number of units is based on maximum performance assuming 200% payout on the August 2022 long-term PBS grant to
Mr. Weinstein as of November 28, 2025. This grant vests zero to 200% of target based upon the extent to which the long-term
PBS performance measure exceeds specified performance goals.
(3)
Restrictions ordinarily lapse in February 2026.
(4)
The number of units reflects the final performance payout of 170.4% on the 2023 PBS grant for which the performance period
ended on November 30, 2025. 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 fiscal 2023 and for the 2023-2025 period,
ROIC for 2025, and carbon intensity reduction results for 2025, exceed specified performance goals. Restrictions lapse in
February 2026.
(5)
Restrictions ordinarily lapse in April 2026 and 2027.
(6)
The number of units is based on maximum performance assuming 200% payout on the April 2024 PBS grant as of November 28,
2025. 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.
(7)
Restrictions ordinarily lapse in April 2026, 2027 and 2028.
Compensation
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2026 PROXY STATEMENT
(8)
The number of units is based on target performance assuming 100% payout on the April 2025 PBS grant as of November 28,
2025. This grant vests zero to 200% of target based upon the extent to which annual Normalized Operating Income per ALBD, as
normalized for fuel price changes and exchange rate, for the three year period, annual Adjusted ROIC for the three year
period, GHG reduction metrics at the end of the performance period, and Relative TSR for the three year period, 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 2028.
STOCK VESTED DURING FISCAL 2025
None of our Named Executive Officers held options
during fiscal 2025. 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
219,892
5,236,143
David Bernstein
173,142
4,330,478
Bettina Deynes
12,306
270,725
Lars Ljoen
15,975
379,739
Enrique Miguez
29,319
704,626
(1)
The fair market value of Carnival Corporation common stock realized on vesting has been determined using the price reported
on the New York Stock Exchange at the time of vesting.
PENSION BENEFIT IN FISCAL 2025
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 2025
None of the Named Executive Officers participate in
any nonqualified deferred compensation plans
sponsored by Carnival Corporation or Carnival plc.
Our Named Executive Officers are 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. Mr. Ljoen
was eligible to receive a matching contribution under
the 401(k) Plan prior to his transfer to the UK. 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. The matching
contributions are available to all U.S. employees.
Following Mr. Ljoen’s relocation to the UK in
November 2025, he became eligible to participate in
the UK Pension Scheme. Under the UK Pension
Scheme, Carnival plc will contribute 6% of Mr. Ljoen’s
salary to the UK Pension Scheme up to a total
employee and employer contribution of £10,000 in a
tax year. After that, a cash allowance equal to the
employer contribution of 6% of Mr. Ljoen’s salary will
be payable. The cash allowance is subject to UK tax
and national insurance.
“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
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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77
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, 2025 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
Under the Compensation Protection and Restrictive
Covenants Agreements, Officers (being Mr. Weinstein,
Mr. Bernstein, Ms. Deynes and Mr. Miguez) are
entitled to receive two times (in case of Mr. Weinstein)
or one times (in case of the other Officers) their
annualized base salary and two times (in case of
Mr. Weinstein) or 0.5 times (in case of the other
Officers) their annual target cash bonus in the event
of termination without cause, involuntary termination
due to a position elimination, adverse impact
reassignment, reduction of base pay by 10% or target
compensation of 15%, or termination upon mutual
agreement pursuant to the terms of the
Compensation Protection and Restrictive Covenants
Agreements.
Under Mr. Ljoen’s Service Agreement, in the event of
termination without cause, Carnival plc may, in its sole
discretion, elect to make a payment to Mr. Ljoen in
lieu of notice equal to Mr. Ljoen’s base salary for the
12-month notice period plus 0.5 times his annual MIP
target.
The Compensation Protection and Restrictive
Covenants Agreements and Mr. Ljoen’s Service
Agreement include perpetual confidentiality, and non-
disparagement provisions as well as non-competition
and non-solicitation restrictive covenants for
24 months (in case of Mr. Weinstein) and 12 months
(in case of Mr. Bernstein, Ms. Deynes, Mr. Ljoen and
Mr. Miguez).
See “Employment Agreements” for additional
information on the Compensation Protection and
Restrictive Covenants Agreements and the Service
Agreement.
Under the terms of the annual bonus MIP, if a
participant’s, including a Named Executive Officer’s,
employment is terminated by reason of death,
disability or retirement, the participant or their estate,
as applicable, will receive a pro-rata bonus based on
the portion of the year during which the participant
was employed.
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 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.
All our Named Executive Officers received equity
grants in fiscal 2025 under the Carnival Corporation
2020 Stock Plan. As of November 30, 2025, our Named
Executive Officers hold 2022 long-term PBS (Josh
Weinstein), PBS (all Named Executive Officers) 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
due to death or disability, all unvested equity grants
will immediately vest.
Upon involuntary termination (other than for cause)
within 12 months after a change of control, the
Compensation
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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2026 PROXY STATEMENT
restricted period on all TBS grants immediately
expires and the TBS grants immediately vest.
Upon a change of control before the end of the
performance period with respect to PBS grants, the
performance period will end on the accelerated end
date, but the PBS grants will continue to vest in
accordance with their original vesting schedule,
subject to continued employment until the vesting
date.
Change of control generally 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.
The PBS grant agreements as well as the 2022
long-term PBS grant agreement provide that upon
termination of employment for any reason other than
death or disability (including upon voluntary
termination, retirement, or termination without
cause), all outstanding PBS grants immediately
terminate. Under the terms of the TBS grant
agreements, if a U.S. taxpayer participant, including a
Named Executive Officer, provides three months
advance notice of intended retirement or is
involuntarily terminated without cause, and the
termination or retirement occurs on or after attaining
retirement age (as defined in the Carnival Corporation
2020 Stock Plan), then all TBS grants vest on the
date of termination. In case of a non-U.S. taxpayer
participant, TBS grants will become non-forfeitable
upon attaining retirement age but remain subject to
all other restrictions. Upon termination for any reason
other than as described above (including voluntary
termination or termination without cause), all
outstanding TBS grants immediately terminate.
All equity grants made to 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
Compensation
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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ESTIMATED PAYMENTS UPON TERMINATION OF EMPLOYMENT
The following table quantifies the payments and
value of benefits that each of the Named Executive
Officers would receive upon termination of
employment in accordance with the Compensation
Protection and Restrictive Covenants Agreements, the
Service Agreement, our 2020 Stock Plan and the MIP,
as applicable. The amounts shown assume the event
that triggered the treatment occurred on
November 30, 2025. The table does not include
amounts the Named Executive Officers would be
entitled to without regard to the circumstances of
termination, such as earned or accrued compensation.
Benefit
Qualifying
Termination
Event
(1)
($)
Voluntary
Termination or
Termination
for Cause
(2)
($)
Death or
Disability
($)
Retirement
($)
Change of
Control
(3)
($)
Josh Weinstein
Severance
8,700,000
—
—
—
—
Non-Equity Compensation
(4)
—
—
5,420,100
—
—
Equity Compensation
—
—
53,788,449
(5)
—
60,560,494
(7)
David Bernstein
Severance
1,675,000
—
—
—
—
Non-Equity Compensation
(4)
—
—
2,523,150
2,523,150
—
Equity Compensation
3,610,566
(6)
—
14,968,822
(5)
3,610,566
18,524,142
(7)
Bettina Deynes
Severance
850,000
—
—
—
—
Non-Equity Compensation
(4)
—
—
934,500
—
—
Equity Compensation
—
—
4,088,992
(5)
—
4,596,895
(7)
Lars Ljoen
Severance
925,000
—
—
—
—
Non-Equity Compensation
(4)
—
—
934,500
—
—
Equity Compensation
—
—
2,368,718
(5)
—
2,562,171
(7)
Enrique Miguez
Severance
1,012,500
—
—
—
—
Non-Equity Compensation
(4)
—
—
1,168,125
1,168,125
—
Equity Compensation
1,354,997
(6)
—
4,833,518
(5)
1,354,997
5,510,707
(7)
(1)
For purposes of the table above, a “qualifying termination event” means termination without cause (as defined in the applicable
agreement), involuntary termination due to a position elimination, adverse impact reassignment, reduction of base pay by
10% or target compensation of 15%, or termination upon mutual agreement.
(2)
Does not include termination upon mutual agreement.
(3)
Only in case of involuntary termination without cause within 12 months following a change of control.
(4)
Non-Equity Compensation represents the annual cash bonus amounts for fiscal 2025 under the terms of the MIP. Overall
performance against the goals for our formula-based MIP annual cash bonus was 186.9%. For the description of the performance
goals and the actual bonus payouts for fiscal 2025, refer to “Annual Bonuses.”
(5)
The value for RSUs is based on the closing price of Carnival Corporation common stock on November 28, 2025 of$25.78. The
value of the RSUs is reflected using the target number of RSUs granted.
(6)
Only in case of involuntary termination without cause.
(7)
The value for RSUs is based on the closing price of Carnival Corporation common stock on November 28, 2025 of$25.78. The
value of the RSUs is reflected using the target number of RSUs granted except for the 2023 PBS grant that vests in February 2026
based on performance during the 2023-2025 performance period. For the description of the performance goals and the
actual performance payouts, refer to “2023 PBS Grants.”
Compensation
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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2026 PROXY STATEMENT
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 2025 annual total compensation of
our CEO as set forth in the Summary Compensation
Table is $18,887,776, the 2025 annual total
compensation of our median compensated employee
is $17,773, and the ratio of these amounts is 1,063
to 1. Our median compensated employee population
consists primarily of ship-based employees who
work fewer than twelve months of the year.
Employee
2025 Annual Total
Compensation
($)
Pay Ratio
CEO
18,887,776
1,063:1
Median employee,
other than our CEO
17,773
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 137,143 as of September 30, 2025. 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
2025 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.
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.
Compensation
U.S. CEO PAY RATIO
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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81
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
NEOs”) during the specified years alongside 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 2025 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 (in
millions)
(7)
($)
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
(5)
($)
2025
18,887,776
37,060,165
0
0
4,029,119
6,800,415
129.03
196.57
2,760
4,396
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 2025, David Bernstein, Bettina Deynes, Lars Ljoen, and
Enrique Miguez; 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 $100 on November 30, 2020. As permitted by SEC rules,
the peer group referenced for purpose of the TSR comparison is the group of companies included in the Dow Jones U.S.
Recreational Services Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate
Peer Group used by the Compensation Committees for purposes of determining compensation paid to our Executive Officers
is described in the Compensation Discussion & Analysis section under “Peer Group Characteristics.”
(6)
Reflects after-tax net income (loss) prepared in accordance with GAAP for each of the years shown.
(7)
Adjusted Operating Income is a non-GAAP financial measure that represents operating income adjusted for gains and losses
on ship sales, restructuring costs and certain other gains and losses that are not part of our core operating business.
Compensation
PAY VERSUS PERFORMANCE
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2026 PROXY STATEMENT
2025
2024
2023
2022
2021
Weinstein
($)
Non-PEO
NEOs
($)
Weinstein
($)
Non-PEO
NEOs
($)
Weinstein
($)
Non-PEO
NEOs
($)
Donald
($)
Weinstein
($)
Non-PEO
NEOs
($)
Donald
($)
Non-PEO
NEOs
($)
Total Reported in SCT
18,887,776
4,029,119
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
11,961,027
1,810,004
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
26,427,768
3,999,193
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
4,115,452
640,042
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
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
(409,804)
(57,935)
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
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
0
0
Total Adjustments
30,133,416
4,581,299
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
37,060,165
6,800,415
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 2025 TO COMPANY
PERFORMANCE
Below are the most important measures (unranked)
used by us to link compensation actually paid to our
Named Executive Officers for 2025 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.
Normalized Adjusted Operating Income
Normalized Adjusted EBITDA
Relative TSR
Adjusted 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
Compensation
PAY VERSUS PERFORMANCE
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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83
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.
$186.41
$196.57
$102.56
$80.09
$103.18
$88.19
$49.70
$75.38
$127.28
$129.03
Company TSR
Peer Group TSR
2022
2021
2023
2024
2025
$11.2M
$5.8M
$0.0M
$0.0M
$0.0M
$7.9M
$23.3M
$2.7M
$1.3M
$5.2M
$12.3M
$6.8M
$0.0M
$63.8M
$37.1M
CAP vs. TSR
Compensation Actually Paid (First PEO)
Compensation Actually Paid (Second PEO)
Avg. Compensation Actually Paid (Non-CEO NEO)
-$1684.0M
-$3914.0M
$1887.0M
$3556.0M
$4396.0M
CAP vs. Adjusted Operating Income
Company Selected Metric - Adjusted OI (base non-GAAP)
2022
2021
2023
2024
2025
$11.2M
$5.8M
$0.0M
$0.0M
$0.0M
$7.9M
$23.3M
$2.7M
$1.3M
$5.2M
$12.3M
$6.8M
$0.0M
$63.8M
$37.1M
Compensation Actually Paid (First PEO)
Compensation Actually Paid (Second PEO)
Avg. Compensation Actually Paid (Non-CEO NEO)
Compensation
PAY VERSUS PERFORMANCE
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
-$9501.0M
-$6093.0M
-$74.0M
$1916.0M
$2760.0M
Compensation Actually Paid (First PEO)
Compensation Actually Paid (Second PEO)
Avg. Compensation Actually Paid (Non-CEO NEO)
Net Income (millions)
CAP vs. Net Income
2022
2021
2023
2024
2025
$11.2M
$5.8M
$0.0M
$0.0M
$0.0M
$7.9M
$23.3M
$2.7M
$1.3M
$5.2M
$12.3M
$6.8M
$0.0M
$63.8M
$37.1M
Compensation
PAY VERSUS PERFORMANCE
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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Audit Matters
PROPOSAL 14
Appointment of Auditor of Carnival plc
and Ratification of Selection of
Independent Registered Public
Accounting Firm of Carnival
Corporation
PROPOSAL 15
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, 2026. 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, 2026. 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
2025 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 14 would appoint Deloitte LLP as the
independent auditor of Carnival plc for the fiscal
2026 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 14 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 14,
the Audit Committees will re-evaluate the appointment
and consider the selection of another accounting
firm.
Under Proposal 15, 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.
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2026 PROXY STATEMENT
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
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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are made in the Carnival plc parent company 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, 2025 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, 2025 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 2025 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,
2025.
THE AUDIT COMMITTEE OF CARNIVAL CORPORATION
THE AUDIT COMMITTEE OF CARNIVAL PLC
JASON GLEN CAHILLY
LAURA WEIL
Chair
JEFFREY GEARHART
STUART SUBOTNICK
Audit Matters
REPORT OF THE AUDIT COMMITTEES
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Independent Registered Public Accounting Firm
AUDIT AND NON-AUDIT FEES
Deloitte & Touche LLP and Deloitte LLP were the
independent auditors of Carnival Corporation and
Carnival plc, respectively, during fiscal 2025 and 2024.
PricewaterhouseCoopers LLP were the independent
auditors of Carnival Corporation and Carnival plc
during fiscal 2023. Aggregate fees billed by the
foregoing audit firms for professional services
rendered to Carnival Corporation and Carnival plc for
the years ended November 30, 2025, 2024 and
2023 were as follows (in millions):
Fiscal Year Ended
Type of Fee
2025
($ in millions)
2024
($ in millions)
2023
($ in millions)
Audit fees
8.0
7.1
6.6
Audit-related fees
0
(1)
0
(1)
0
(1)
Tax fees
0
0
0
All other fees
0.1
(2)
0.1
0
(1)
Total
8.1
7.2
6.6
(1)
Less than $50,000.
(2)
Less than $90,000.
•
AUDIT FEES
for 2025, 2024 and 2023 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 2025 and 2024 were
principally 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.
•
ALL OTHER FEES
for 2025 and 2024 were principally
for services rendered for UK and Italian regulatory
reporting. All other fees for 2023 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 by the independent auditor 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.
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
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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Other Proposals
PROPOSAL 16
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, 2025, 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, 2025.
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PROPOSAL 17
Approval of the Grant of Authority to
Allot New Carnival plc Shares
PROPOSAL 18
Approval of the Disapplication of
Pre-Emption Rights Applicable to
Carnival plc
Summary
Proposal 17 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 16, 2027), 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 18 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 16, 2027). 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 17—APPROVAL OF THE GRANT OF AUTHORITY TO ALLOT NEW CARNIVAL PLC SHARES
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2026 PROXY STATEMENT
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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 17 (an
ordinary resolution) and Proposal 18 (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 16, 2027).
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, 2026,
the maximum allotment amount in paragraph (a) of
Proposal 17 is $104,295,964, which is equal to
62,828,893 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 17 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
$208,591,929 (representing 125,657,788 ordinary
shares), as reduced by the nominal amount of any
shares issued under paragraph (a) of Proposal 17. 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, 2026. However, if they do exercise
the authorities given to them if Proposals 17 and 18
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 18 reflect the
revised Statement of Principles. Proposal 18, 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 $31,288,789,
representing 10% of Carnival plc’s issued ordinary
share capital (excluding treasury shares) on January 13,
2026 and (ii) up to an additional maximum nominal
amount equal to 20% of any allotments or sales made
Other Proposals
PROPOSAL 18—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 22,618,401 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 17 and 18 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 22,618,401
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 17 and 18
would have no material effect on the ability of Carnival
plc to undertake or defend against a takeover
attempt.
As of January 13, 2026, 28,927,231 Carnival plc
ordinary shares are held by Carnival plc in treasury,
representing 15.3% of the issued ordinary share
capital (excluding treasury shares) of Carnival plc as
at January 13, 2026.
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 18—APPROVAL OF THE DISAPPLICATION OF PRE-EMPTION RIGHTS APPLICABLE TO CARNIVAL PLC
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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PROPOSAL 19
Approval of a General Authority to Buy
Back Carnival plc Ordinary Shares
Shareholder approval is not required for us to buy
back shares of Carnival Corporation, but is required
under the Companies Act for us to buy back shares of
Carnival plc. Last year, Carnival Corporation and
Carnival plc did not seek shareholder approval to buy
back Carnival plc ordinary shares.
Shareholder approval to effect market purchases
(within the meaning of Section 693(4) of the
Companies Act) of up to 18,848,668 ordinary shares
of Carnival plc (being 10% of Carnival plc’s ordinary
shares in issue as of January 13, 2026 (excluding
treasury shares)) is being sought at this year’s Annual
Meetings of Shareholders.
The Boards of Directors confirm that the authority to
purchase Carnival plc ordinary shares will only be
exercised after careful consideration of prevailing
market conditions and the position of Carnival plc. The
Boards of Directors are making no recommendation
as to whether shareholders should sell any shares in
Carnival plc and/or Carnival Corporation.
If the Boards of Directors exercise the authority
conferred by Proposal 19, we would have the option
of holding the shares in treasury, or cancelling them.
Shares held in treasury can be re-sold for cash,
used for employee share plans or later cancelled. The
Boards of Directors think it prudent to maintain
discretion as to dealing with the purchased shares.
The Boards of Directors will assess at the time of any
and each actual purchase whether to hold the
shares in treasury or cancel them, provided it is
permitted to do so. As of January 13, 2026, 28,927,231
Carnival plc ordinary shares are held by Carnival plc
in treasury.
The Boards of Directors consider that any buyback of
Carnival plc ordinary shares may include the
purchase of its American Depositary Shares (“ADSs”),
each representing one Carnival plc ordinary share, with
a subsequent cancellation of the underlying ADSs. If
the underlying ADSs are so cancelled, Carnival plc will
either cancel or hold in treasury the ordinary share
represented by such ADSs. The Boards of Directors
will assess at the time of any and each actual
cancellation whether to hold the ordinary shares
represented by such cancelled ADSs in treasury or
cancel them, provided it is permitted to do so.
The minimum price (exclusive of expenses) which
may be paid for each Carnival plc ordinary share is
$1.66, and the maximum price (exclusive of expenses)
which may be paid is an amount equal to the higher
of:
•
105% of the average of the middle market
quotations for an ordinary share of Carnival plc, as
derived from the London Stock Exchange Daily
Official List, for the five business days immediately
preceding the day on which such ordinary share
is contracted to be purchased; and
•
the higher of the price of the last independent
trade of an ordinary share and the highest current
independent bid for an ordinary share on the
trading venues where the purchase is carried out.
As of January 13, 2026, there are no options
outstanding to subscribe for Carnival plc ordinary
shares and Carnival plc has 2,600,911 RSUs issued and
outstanding, which represent in the aggregate 1.4%
of Carnival plc’s issued share capital (excluding
treasury shares). If the authority sought under
Proposal 19 were exercised in full and those ordinary
shares of Carnival plc were purchased by Carnival
plc and cancelled, these RSUs would represent in the
aggregate 1.5% of Carnival plc’s issued share capital
(excluding treasury shares).
Other Proposals
PROPOSAL 19—APPROVAL OF A GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES
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The authority to purchase Carnival plc ordinary
shares will expire at the conclusion of the Carnival plc
Annual General Meeting in 2027 or on July 16, 2027,
whichever is earlier (except in relation to any
purchases of shares the contract for which was
entered before the expiry of such authority).
The Boards of Directors unanimously recommend a vote
FOR
the approval of a general
authority to buy back Carnival plc ordinary shares.
Other Proposals
PROPOSAL 19—APPROVAL OF A GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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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.
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 receive the accounts and reports of the Directors
and auditor of Carnival plc for the fiscal year ending
November 30, 2025
PROPOSAL 12
PROPOSAL 17
To hold a (non-binding) advisory vote to approve
executive compensation
To approve the giving of authority for the allotment
of new shares by Carnival plc
PROPOSAL 13
PROPOSAL 18
To hold a (non-binding) advisory vote to approve the
Carnival plc Directors’ Remuneration Report
To approve, subject to Proposal 17 passing, the
disapplication of pre-emption rights in relation to
the allotment of new shares and sale of treasury
shares by Carnival plc
PROPOSAL 14
PROPOSAL 19
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 a general authority for Carnival plc to
buy back Carnival plc ordinary shares in the open
market
PROPOSAL 15
To authorize the Audit Committee of Carnival plc to
determine the remuneration of the independent
auditor of Carnival plc
WHAT IS THE VOTING RECOMMENDATION OF THE BOARDS OF DIRECTORS?
Your Boards of Directors recommend that you vote your shares
FOR
Proposals 1
through 19.
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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
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
Questions and Answers
QUESTIONS APPLICABLE TO ALL SHAREHOLDERS
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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 17 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.
•
Proposals 18 and 19 will be
proposed as
special resolutions
.
For special resolutions, the
required majority is not less than 75% of the
combined votes cast
at this meeting and the Annual Meeting of Carnival
Corporation Shareholders.
Proposals 18 and 19 are 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
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:
Questions and Answers
QUESTIONS APPLICABLE TO ALL SHAREHOLDERS
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•
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.
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.
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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, 2025, 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 30, 2026. 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. Under Carnival
Corporation’s current By-laws, to be properly brought
before the Annual Meetings of Shareholders, a
notice of the proposal must be submitted to the
attention of our Company Secretary at our
headquarters no later than six 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.
If the proposal to unify the DLC structure under a
single company, Carnival Corporation, with Carnival
plc as its wholly owned UK subsidiary, and to shift
Carnival Corporation’s jurisdiction of organization from
Panama to Bermuda under the name “Carnival
Corporation Ltd.” is approved by the shareholders at
the special meetings and the court meeting held on
April 17, 2026, as well as by the UK court and
regulatory authorities, Carnival Corporation will
adopt new Bye-Laws as a Bermuda exempted
company. Under the proposed new Bye-Laws, an
advance notice of any proposal of business to be
brought at an Annual Meeting of Shareholders must
be delivered personally, or mailed to, and received by
our Company Secretary at our headquarters no
earlier than 120 and no later than 90 days prior to
the one-year anniversary of the preceding year’s
Annual Meeting of Shareholders. If the date of the
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Annual Meeting of Shareholders is advanced by more
than 30 days or delayed by more than 60 days from
the one year anniversary of the preceding year’s
Annual Meeting of Shareholders, or no Annual Meeting
of Shareholders was held during the prior year, then
notice must be received by our Company Secretary at
our headquarters no earlier than 120 days before the
Annual Meeting of Shareholders and no later than
the later of 90 days before the Annual Meeting of
Shareholders and the tenth day after the first day on
which the date of the Annual Meeting of Shareholders
is publicly disclosed.
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 2026 Annual Meetings of Shareholders (April 10,
2026 and March 6, 2026, respectively).
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.
If the proposal to unify the DLC structure under a
single company, Carnival Corporation, with Carnival
plc as its wholly owned UK subsidiary, and to shift
Carnival Corporation’s jurisdiction of organization from
Panama to Bermuda under the name “Carnival
Corporation Ltd.” is approved by the shareholders at
the special meetings and the court meeting held on
April 17, 2026, as well as by the UK court and
regulatory authorities, Carnival Corporation will
adopt new Bye-Laws as a Bermuda exempted
company. Under the proposed new Bye-Laws, to
submit a nominee for election at the Annual Meetings
of Shareholders, a notice of nomination must be
delivered personally, or mailed to, and received by
our Company Secretary at our headquarters no earlier
than 120 and no later than 90 days prior to the one
year anniversary of the preceding year’s Annual
Meetings of Shareholders. If the date of the Annual
Meeting of Shareholders is advanced by more than
30 days or delayed by more than 60 days from the one
year anniversary of the preceding year’s Annual
Meeting of Shareholders, or no Annual Meeting of
Shareholders was held during the prior year, then
notice must be received by our Company Secretary at
our headquarters no earlier than 120 days before
the Annual Meeting of Shareholders and no later than
the later of 90 days before the Annual Meeting of
Shareholders and the tenth day after the first day on
which the date of the Annual Meeting of Shareholders
is publicly disclosed.
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 for our 2027 Annual Meetings of
Shareholders must provide the notice required under
Rule 14a-19 to the Company Secretary no later than
February 16, 2027.
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 17, 2026, 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 “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.
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WHO CAN ATTEND THE ANNUAL MEETING OF CARNIVAL CORPORATION
SHAREHOLDERS?
All Carnival Corporation shareholders of record as of
February 17, 2026, or their duly appointed proxies,
may attend and vote at the Annual Meeting of Carnival
Corporation Shareholders. Please note that each
shareholder or their duly appointed proxies will be
required to comply with the “Meeting Admission
Requirements” 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 16, 2026,
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 17, 2026, the record date, is
entitled to one vote at the Annual Meeting of
Shareholders. As of January 13, 2026, Carnival
Corporation had 1,236,706,612 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 2026
Annual Meeting of Carnival Corporation Shareholders.
If you grant a proxy, the persons named as proxy
holders, our Chair and Secretary of the 2026 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 15, 2026, 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 “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 2:00 p.m. (BST)
on April 15, 2026. 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 2:00 p.m. (BST) on April 15, 2026; 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 15, 2026 is entitled to
one vote at the Annual General Meeting. As of
January 13, 2026, Carnival plc had 217,413,915
ordinary shares in issue. However, the 42,876,272
Carnival plc ordinary shares held by Carnival
Corporation have no voting rights (in accordance with
the Articles of Association of Carnival plc). As of
January 13, 2026, 28,927,231 Carnival plc ordinary
shares are held in treasury. As a result, as of January 13,
2026, the total voting rights in Carnival plc were
145,610,412 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
108
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CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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 2025 executive compensation
programs. We reported Normalized Adjusted EBITDA, Normalized Adjusted Operating Income and Adjusted ROIC
for the year ended November 30, 2025, as well as Normalized Adjusted EBITDA growth from the year ended
November 30, 2023 to the year ended November 30, 2025.
Reconciliation to GAAP is provided below:
(in millions)
Twelve Months Ended
November 30, 2025
Twelve Months Ended
November 30, 2023
Net income (loss)
$2,760
$
(74)
(Gains) losses on ship sales and impairments
(110)
(88)
Debt extinguishment and modification costs
409
111
Restructuring expense(s)
13
19
Other
7
33
Adjusted net income
$3,079
$
1
Interest expense, net of capitalized interest
1,349
2,066
Interest income
(51)
(233)
Income tax benefit (expense), net
14
28
Depreciation and amortization expense
2,790
2,370
Adjusted EBITDA
$7,182
$4,231
Fuel price impact, emission allowance price impact (2025 only), foreign
exchange impact
(145)
1
Non-Newbuild capital expenditures excluding port investments (2023
only)
1,293
Normalized Adjusted EBITDA
$7,037
$2,938
(in millions)
Twelve Months Ended
November 30, 2025
Operating Income
$4,483
(Gains) losses on ship sales and impairments
(110)
Restructuring expense
13
Other
10
Adjusted Operating Income
$4,396
Fuel price impact, emission allowances price impact, foreign exchange
impact
(96)
Normalized Adjusted Operating Income
$4,300
Adjusted ROIC is twelve-month adjusted net income before interest expense and interest income divided by the
monthly average of debt plus equity minus construction-in-progress, excess cash, goodwill and intangibles.
CARNIVAL CORPORATION & PLC
2026 PROXY STATEMENT
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109
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 24 to the Carnival plc group
financial statements
Likely future
developments
Carnival plc Strategic Report:
1.A.I Summary, 1.A.II Purpose &
Mission, Core Values and
Priorities and 1.C. Our Global
Cruise Business
Important events
since year-end
Carnival plc Strategic Report: 1.A.I
Summary; Notes 1 and 5 to the
Carnival plc group financial
statements
Disclosure
Cross-Reference
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.IV. Port
Destinations and Exclusive
Islands; 1.C.XI. Sales Channels;
1.C.XII. Suppliers; 1.C.XIII. Human
Capital Management and
Employees; 1.C.XVIII.
Governmental and Other
Regulations; and 7.
Section 172(1) Statement
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, 2025, 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:
“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 2024 or 2025.
On December 19, 2025, the Boards of Directors of
Carnival Corporation & plc approved a quarterly
dividend to holders of Carnival Corporation common
stock and Carnival plc ordinary shares of $0.15 per
share, to be paid on February 27, 2026.
Share Capital and Control
Changes in the share capital of Carnival plc during
fiscal 2025 are given in Note 19 to the Carnival plc
group financial statements.
The share capital of Carnival plc at January 13, 2026 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 217,413,915
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 21 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 10 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
Revolving Credit Agreement dated
June 13, 2025
, by and among Carnival Corporation,
Carnival plc, the subsidiary guarantors party
thereto, the lenders from time to time party thereto
and JPMorgan Chase Bank, N.A., as administrative
agent, which provides for a $4.5 billion revolving
credit facility, a change of control of each of Carnival
Corporation and Carnival plc (other than certain
changes, including those which result in control of
either company being vested in the other, in any
direct or indirect intermediate holding company
whose only material asset is the capital stock of
Carnival Corp and/or Carnival plc, or in certain
members of the Arison family or trusts related to
them) would constitute an event of default. Upon an
event of default, the administrative agent may
(and at the direction of Required Lenders, must)
terminate the commitments and accelerate
any outstanding loans.
•
Under:
(i)
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;
(ii)
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;
(iii)
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,
(iv)
the
Indenture dated as of February 7, 2025
,
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 and registrar, relating to
the 6.125% Senior Unsecured Notes due 2033
in an aggregate principal amount of $2.0 billion;
(v)
the
Indenture dated as of February 28,
2025
, 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 and registrar, relating to the
5.750% Senior Unsecured Notes due 2030 in
an aggregate principal amount of $1 billion;
(vi)
the
Indenture dated as of May 21, 2025
,
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 and registrar, relating to the 5.875%
Senior Unsecured Notes due 2031 in an
aggregate principal amount of $1 billion;
(vii) the
Indenture dated as of July 7, 2025
,
among Carnival plc as issuer, Carnival
Corporation, the other Guarantors party
thereto and U.S. Bank Trust Company, National
Association, as trustee, relating to the 4.125%
Senior Unsecured Notes due 2031 in an
aggregate principal amount of €1 billion;
(viii) the
Indenture dated as of July 16, 2025
,
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 and registrar, relating to the 5.750%
Senior Unsecured Notes due 2032 in an
aggregate principal amount of $3 billion; and
Annex A
―
Carnival plc Directors’ Report
SHARE CAPITAL AND CONTROL
Carnival plc Directors' Report
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A-3
(ix)
the
Indenture dated as of October 15, 2025
,
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 and registrar, relating to
the 5.125% Senior Unsecured Notes due 2029
in an aggregate principal amount of
$1.25 billion,
Carnival Corporation or Carnival plc, as applicable,
may be required to make an offer to repurchase the
notes issued under the relevant indenture at a
price equal to 101% of the principal amount of the
notes plus accrued and unpaid interest 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.
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 2025.
As of January 13, 2026, 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 42,876,272 Carnival plc ordinary
shares with a nominal value of $71,174,612,
representing 29.4% 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.
Carnival plc did not renew the authority for Carnival
plc to buy back its own shares at the 2025 Annual
General Meeting. Carnival plc is seeking this authority
at the 2026 Annual General Meeting (refer to
Proposal 19 in the 2026 Proxy Statement).
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 2024 (“4Q 2024 Release”), we
reported that we expected adjusted EBITDA of
approximately $1.04 billion and adjusted net income
of approximately $1 million for the first quarter of
2025. We also reported that we expected adjusted
EBITDA of approximately $6.6 billion and adjusted net
income of approximately $2.305 billion for the full
year 2025.
In the first quarter of 2025 (“1Q 2025 Release”), we
reported that we expected adjusted EBITDA of
approximately $1.32 billion and adjusted net income
of approximately $285 million for the second
quarter of 2025. We also reported that we expected
adjusted EBITDA of approximately $6.7 billion and
adjusted net income of approximately $2.49 billion for
the full year 2025.
In the second quarter of 2025 (“2Q 2025 Release”),
we reported that we expected adjusted EBITDA of
approximately $2.87 billion and adjusted net income
of approximately $1.8 billion for the third quarter
of 2025. We also reported that we expected adjusted
Annex A
―
Carnival plc Directors’ Report
ARTICLES OF ASSOCIATION
A-4
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Carnival plc Directors' Report
EBITDA of approximately $6.9 billion and adjusted
net income of approximately $2.69 billion for the full
year 2025.
In the third quarter of 2025 (“3Q 2025 Release”), we
reported that we expected adjusted EBITDA of
approximately $1.34 billion and adjusted net income
of approximately $300 million for the fourth quarter
of 2025. We also reported that we expected adjusted
EBITDA of approximately $7.05 billion and adjusted
net income of approximately $2.925 billion for the full
year 2025.
Our actual results were in line with the guidance
above, with the exception of the following:
•
The adjusted net income ($174 million) and the
adjusted EBITDA ($1.205 billion) for the first quarter
of 2025 were better than the guidance provided
in our 4Q 2024 Release driven by both close-in
strength in prices and strong onboard spending as
well as the timing of expenses between quarters.
•
The adjusted net income ($470 million) and the
adjusted EBITDA ($1.508 billion) for the second
quarter of 2025 outperformed the guidance
provided in our 1Q 2025 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
2025 ($1.982 billion) outperformed the guidance
provided in our 2Q 2025 Release driven by strong
close-in demand and effective cost management.
•
The adjusted net income ($454 million) and
adjusted EBITDA ($1.477 billion) for the fourth
quarter of 2025 outperformed the guidance
provided in our 3Q 2025 Release driven by strong
close-in demand and effective cost management.
•
The adjusted net income for the full year of 2025
($3.07 billion) was higher than the guidance
provided in our 4Q 2024 Release, 1Q 2025 Release
and 2Q 2025 Release driven by strong close-in
demand and effective cost management.
Directors
The names of all persons who served as Directors of
Carnival Corporation and Carnival plc during fiscal 2025
are as follows: Micky Arison, Sir Jonathon Band,
Jason Glen Cahilly, Nelda J. Connors, Helen Deeble,
Jeffrey J. Gearhart, Katie Lahey, Sara Mathew (stepped
down in April 2025), Stuart Subotnick, Laura Weil,
Josh Weinstein, and Randall 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:
Annex A
―
Carnival plc Directors’ Report
DIRECTORS
Carnival plc Directors' Report
|
A-5
•
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.
Substantial Shareholdings
As of November 30, 2025, 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)
6,866,080
4.72
Barclays PLC
(2)
8,537,898
5.86
BlackRock, Inc.
6,871,539
4.72
Norges Bank (The
Central Bank of Norway)
13,742,702
9.44
(1)
Affiliates of Aristeia Capital, L.L.C. have an interest in
these shares.
(2)
Affiliates of Barclays PLC 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,
2025 and January 13, 2026, the latest practicable
date, except that Barclays PLC notified Carnival plc on
January 9, 2026 that its total number of voting rights
in Carnival plc changed to 7,534,528.
Carnival Corporation is the holder of 42,876,272
Carnival plc ordinary shares as of November 30, 2025.
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
A-6
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Carnival plc Directors' Report
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
―
Carnival plc Directors’ Report
CORPORATE AND SOCIAL RESPONSIBILITY
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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
.
EMPLOYEES
Carnival Corporation & plc own and operate a portfolio of brands in North America and Europe comprised of
eight cruise lines. During 2025, the P&O Cruises (Australia) brand was sunsetted and its Australia operations were
folded into Carnival Cruise Line.
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
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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. 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.
Required information on the gender composition of
senior management and their direct reports is
included in the Strategic Report in section 1.C.XIII.
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, 2025 (2024—nil). Carnival plc’s
subsidiaries made political contributions to
organizations outside the UK during the year ended
November 30, 2025 of approximately $0.20 million
(2024—$0.29 million).
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
2026 audit will be proposed at the 2026 Annual
General Meeting.
Annex A
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Carnival plc Directors’ Report
POLITICAL CONTRIBUTIONS
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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
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Carnival plc Directors’ Report
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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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, 2026
Carnival plc
Incorporated and registered in England and Wales under number 4039524
Annex A
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Carnival plc Directors’ Report
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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Annex B
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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 2025 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, 2025.
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 is
subject to an advisory (non-binding) vote at the 2026
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 2025 and the anticipated outcomes for fiscal
2026 when implementing the Directors’ Remuneration
Policy approved in April 2025.
1.
Statement by Randall 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
keep such matters and whether they become more
prevalent in the U.S. under review.
The performance results for fiscal 2025 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 “2025 MIP
Annual Cash Bonus Performance Results”.
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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 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 “2025 Policy”) was approved by the
Carnival Corporation and Carnival plc shareholders at
the Annual General Meeting held on April 16, 2025
with over 99% shareholder support. The 2025 Policy
will be operated by Carnival plc until a new Directors’
Remuneration Policy is approved. The 2025 Policy is
included within Annex B of the 2025 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 2025 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.
During the year, the following actions were taken for
2025 or anticipated for fiscal 2026 when implementing
the 2025 Policy (to the extent that the 2025 Policy
continues to apply for all of 2026):
EXECUTIVE DIRECTORS
Compensation
Element
Actions Taken
BASE SALARY
Annual Salaries (not audited)
Annual salary levels as at December 1, 2025 were:
•
Mr. Weinstein
$1,450,000
•
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 2026.
Mr. Weinstein’s salary for fiscal 2025 was increased to $1,450,000 (effective March 1, 2025), in
keeping with our philosophy to provide competitive pay that aligns with broader market
benchmarking.
Mr. Weinstein’s 2026 base salary was increased to $1,500,000 (effective March 1, 2026) as part of
adjustments to continue to align target CEO compensation close to median Peer Group pay, in
line with our compensation philosophy. 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 2025 and fiscal 2026.
Annex B
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Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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Compensation
Element
Actions Taken
ANNUAL
BONUS
Fiscal 2025 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 2025
included Normalized 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 “2025
MIP Performance Metrics and Targets” and “2025 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 2025 were as follows:
•
Mr. Weinstein
$5,420,100
•
Mr. Arison
Nil
Fiscal 2026 Annual Bonus
―
Performance measures and targets (not audited)
We will continue using a quantitative performance-based incentive program in 2026, with
pre-defined metrics and goal levels consistent with the process set out in the “Annual Bonuses”
section in Part I. For fiscal 2026, the quantitative performance measures are expected to be
Normalized Adjusted Operating Income and environmental, safety, security, and sustainability
results. The specific performance targets for fiscal 2026 will be disclosed at the end of the
performance period in the Carnival plc Directors’ Remuneration Report for fiscal 2026, as the
Boards of Directors consider them strategic and commercially sensitive to disclose at this time.
For fiscal 2026, Mr. Weinstein’s target bonus will be increased from $2,900,000 to $3,000,000
(with the maximum possible bonus being 200% of this level) as part of adjustments to continue
to align target CEO compensation close 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
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Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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Compensation
Element
Actions Taken
LONG-TERM
INCENTIVE
COMPENSATION
Long-Term Incentive Compensation in Fiscal 2025 (audited)
Descriptions of the share grants made to Mr. Weinstein during fiscal 2025 and their vesting
conditions are set out in the “Disclosure and the Timing of Equity-Based Compensation” section
in Part I. No long-term incentive compensation was made to Mr. Arison in fiscal 2025.
Long-Term Incentive Compensation in Fiscal 2026 (not audited)
The long-term incentive compensation for fiscal 2026 for Mr. Weinstein will include a performance-
based restricted stock unit (“PBS”) grant with a target value of $7.8 million and a time-based
restricted stock unit (“TBS”) grant with a value of $5.2 million after application of an increase
related to adjustments to continue to align target CEO compensation close to median Peer
Group pay. These values also reflect a larger portion of total target compensation being
allocated to equity incentives as compared to fiscal 2025 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 is 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 2026 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 2026 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 2028 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 and Other Long-Term Incentives”
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 2026.
BENEFITS
Benefits in Fiscal 2025 (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 “Compensation Tables” section of the Proxy Statement.
Benefits in Fiscal 2026 (not audited)
Benefits provided to Mr. Arison and Mr. Weinstein in fiscal 2026 are expected to be similar to
those provided in fiscal 2025, except that Mr. Arison and Mr. Weinstein will also receive UK tax
advisory services.
PENSIONS
Pensions in Fiscal 2025 (audited)
Details of the pension plan that Mr. Arison participated in in fiscal 2025 are set out in “Total
Pension Entitlements” section. Mr. Arison does not have any accrued benefits under his pension
plan as of November 30, 2025. 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 2026 (not audited)
No material changes to the arrangements are anticipated for 2026.
Annex B
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Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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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, 2025.
NON-EXECUTIVE DIRECTORS
Compensation
Element
Actions Taken
FEES AND
ANNUAL STOCK
GRANTS
Fees in Fiscal 2025 (not audited)
As described in last year’s Carnival plc Directors’ Remuneration Report, during fiscal 2025,
Non-Executive Directors received a $110,000 annual retainer. For fiscal 2025, 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.
Unrestricted Share Grants in Fiscal 2025 (audited)
Each Non-Executive Director elected or re-elected in April 2025 received share grants worth
approximately $195,000 on April 16, 2025. 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 ($17.54).
The unrestricted shares may be forfeited if a Director ceases to serve on the Boards within their
first year of service for any reason other than death or disability.
Fees in Fiscal 2026 (not audited)
During fiscal 2025, the Compensation Committees undertook a review of Non-Executive Director
pay that included benchmarking against the Peer Group companies. Following that review, the
Compensation Committees recommended, and the Boards approved, an increase in the
additional retainer for the Chairs and members of Audit and HESS Committees to $35,000 and
$20,000, respectively, effective December 1, 2025.
Unrestricted Share Grants in Fiscal 2026 (not audited)
As noted above, following the review of Non-Executive Director pay during fiscal 2025, the
Compensation Committees recommended, and the Boards approved, an increase in the Non-
Executive Director equity retainer grant value to $210,000, effective December 1, 2025. The
grant is expected to be made in April 2026.
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 2025 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
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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 service
contracts, 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.
In 2025, Carnival Corporation & plc entered into a
Restrictive Covenants and Compensation Protection
Agreement with Mr. Weinstein as well as certain other
executive officers. For additional information on the
terms of the Restrictive Covenants and Compensation
Protection Agreement, please see “Employment
Agreements” section of Part I of this Carnival plc
Directors’ Remuneration Report.
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:
•
Randall 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 2025 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 or any individual directors 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 2025 were $277,656 to FW Cook
and 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)
2.
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 16, 2025. 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 2024
compensation of the Named
Executive Officers of Carnival
Corporation & plc
775,986,288
98.0%
15,710,791
2.0%
2,355,806
173,203,284
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 3 of Part ll of the Carnival
plc Directors’ Remuneration
Report) (as set out in the annual
report for the year ended
November 30, 2024)
776,096,164
98.0%
15,947,025
2.0%
2,009,697
173,203,284
The last shareholder vote on the Carnival plc Directors’ Remuneration Policy was held during the April 16, 2025
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 3 of Part II of
the Directors’ Remuneration
Report (as set out in the annual
report for the year ended
November 30, 2024)
785,100,168
99.1%
6,816,641
0.9%
2,136,076
173,203,284
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 2025, 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 2025
indicated that shareholders were pleased with the
2024 program structure as described in our 2025
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 2026,
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
Carnival plc Directors' Remuneration Report
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B-7
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, 2015 to
November 30, 2025. 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
450.00
400.00
350.00
2015
2016
2017
2018
2019
2020
2021
2022
2024
2025
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
450.00
400.00
350.00
2015
2016
2017
2018
2019
2020
2021
2022
2024
2025
2023
Carnival plc
S&P 500 Index
Comparison of 10 Year Cumulative Total Return
Assumes Initial Investment of $100
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
B-8
|
Carnival plc Directors' Remuneration Report
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
2025
Mr. Weinstein
29,886
93
85
N/A
N/A
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
(1)
No PBS performance period ended in fiscal 2023 or fiscal 2024.
(2)
ERA was 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 was 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 2021 TO
FISCAL 2025 (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 covers a rolling five-year
period.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
Carnival plc Directors' Remuneration Report
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B-9
Year-on-year percentage change in pay of each Director compared to employee average
2025
2024
2023
2022
2021
Name
Salary/
Retainer
(%)
Benefits
(%)
Bonus
(%)
Salary/
Retainer
(%)
Benefits
(%)
Bonus
(%)
Salary/
Retainer
(%)
Benefits
(%)
Bonus
(%)
Salary/
Retainer
(%)
Benefits
(%)
Bonus
(%)
Salary/
Retainer
(%)
Benefits
(%)
Bonus
(%)
Micky Arison
0
(0.4)
N/A
0
18.7
N/A
0
13.8
N/A
0
(22.3)
N/A
(100)
28.7
N/A
Sir Jonathon
Band
3.2
0
N/A
10.7
0
N/A
0
0
N/A
0
0
N/A
59.1
0
N/A
Jason Glen
Cahilly
4
0
N/A
13.6
0
N/A
0
0
N/A
0
0
N/A
59.4
0
N/A
Nelda J.
Connors
(1)
53.8
0
N/A
23.8
0
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Helen Deeble
4
0
N/A
13.6
0
N/A
0
0
N/A
0
0
N/A
59.4
0
N/A
Jeffrey J.
Gearhart
1.4
0
N/A
11.3
0
N/A
20.9
0
N/A
0
0
N/A
168.3
0
N/A
Katie Lahey
4
0
N/A
13.6
0
N/A
0
0
N/A
0
0
N/A
59.4
0
N/A
Sara Mathew
(2)
(61.4)
0
N/A
7.3
0
N/A
2042.2
0
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Stuart Subotnick
3.2
0
N/A
10.7
0
N/A
0
0
N/A
0
0
N/A
59.1
0
N/A
Laura Weil
3.2
0
N/A
16.5
0
N/A
20.9
0
N/A
0
0
N/A
59.4
0
N/A
Josh Weinstein
(3)
2.9
(88.9)
3.4
11.6
46.7
12.7
200.0
1600.1
405.9
N/A
N/A
N/A
N/A
N/A
N/A
Randall
Weisenburger
6.8
0
N/A
19.1
0
N/A
(11.3)
0
N/A
0
0
N/A
59.8
0
N/A
Employee
Average
1.9
(27.4)
77
5.5
4.8
54.4
0.02
(25.1)
(16.1)
4.9
28.1
(53.1)
10.6
13.0
232.9
(1)
Ms. Connors joined the Boards of Directors effective April 5, 2024.
(2)
Ms. Mathew stepped down from the Boards of Directors effective April 16, 2025.
(3)
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
2025
Option A
745:1
505:1
310:1
2024
Option A
1,504:1
990:1
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 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 2025 is $29,886,143.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
B-10
|
Carnival plc Directors' Remuneration Report
The base salary and total remuneration received during the fiscal 2025 year by the indicative employees as of
September 30, 2025 on a full-time equivalent basis used in the above analysis are set out below:
25th Percentile
($)
50th Percentile (median)
($)
75th Percentile
($)
Base Salary
40,096
59,202
96,284
Total Remuneration
40,096
59,202
96,284
Factors influencing this year’s result include the 2025 annual bonus outcome for the CEO and ship reflagging
resulting in changes in UK shipboard employee population included in the data.
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
$3,303
$0
$3,498
$0
$500
$1,000
$1,500
$2,000
$2,500
$4,000
$3,500
$3,000
Profit distributed by way of dividend and share
buybacks(1)
Overall expenditure on pay(2)
$'millions
2024
2025
% change: 5.9%
% change: 0%
(1)
No profits were distributed by way of dividend or by way of share buyback during fiscal 2025 and fiscal 2024.
(2)
Overall expenditure on pay has been calculated on a broadly consistent approach with 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
Carnival plc Directors' Remuneration Report
|
B-11
2.9
SINGLE FIGURE TABLE (AUDITED)
EXECUTIVE DIRECTORS
The compensation of the Executive Directors of Carnival Corporation and Carnival plc for fiscal 2025 and 2024 is
as follows:
Executive Director
Josh Weinstein
Micky Arison
$000
2025
2024
2025
2024
Salary
1,436
1,395
0
(1)
0
Benefits
(2)
59
641
127
127
Pension
(3)
12
13
0
0
Total – Fixed
1,507
2,049
127
127
Annual Bonus
(4)
5,420
5,242
―
―
2022 ERA Performance Incentive
(5)
―
7,500
―
―
Equity Grants
(6)
Multi-Year Incentives
(performance-based)
(7)
18,273
0
―
―
Other Equity Grants
(8)
(time-based)
4,687
2,633
―
―
Total – Variable
28,379
15,375
―
―
Total
29,886
17,424
127
127
(1)
Effective April 1, 2020, at Mr. Arison’s request, Carnival Corporation suspended his salary. The suspension remained in effect
through November 30, 2025.
(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, as well as the true-up match, which are included in “Pension”).
Benefits provided to Mr. Weinstein include ($000): automobile lease or allowance ($24), medical allowance ($21.2), and the
following other benefits: private medical health insurance costs and premiums (December only) ($4.5); accidental death or
dismemberment and disability and life insurance premiums ($5.9); and tax planning and return preparation fees ($2.9). Benefits
provided to Mr. Arison include ($000): driver and security ($33.8), secondary medical reimbursement plan and associated tax
gross up ($31.4), medical allowance ($28.0), automobile lease or allowance ($18.1), and the following other benefits: automobile
repair and expenses ($8.5); private medical health insurance plan (December only) ($3.2); payments to cover premiums on
certain benefits and associated tax gross up ($3.3); and accidental death or dismemberment and disability and life insurance
premiums ($0.3). 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 2025 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 2024
Carnival plc Directors’ Remuneration Report. The ERA was granted to Mr. Weinstein prior to becoming CEO and Director.
(6)
The 2024 reported figures are the values of the awards made during the year using the April 8, 2024 closing price of a share of
Carnival Corporation common stock ($15.66). The 2025 reported figure for Multi-Year Incentives are the values of the awards
made during the year based on an estimated share price of $28.74 using the three-month average share price from September 1,
2025 to November 30, 2025. The 2025 reported figure for Other Equity Grants is the value of the awards made during the
year using the April 16, 2025 closing price of a share of Carnival Corporation common stock ($17.87).
(7)
The 2025 amount includes the value of the 2023 PBS grant that vests in February 2026 based on performance during the
2023-2025 performance period. No multi-year incentive programs concluded in fiscal 2024.
(8)
The 2025 and 2024 amounts include the value of the 2025 and 2024 TBS grants, respectively, which are subject to time vesting
and continued employment.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
B-12
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Carnival plc Directors' Remuneration Report
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 2025 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.
Fees
Stock
(1)
Total
2025
2024
2025
(2)
2024
(3)
2025
2024
Non-Executive Director
$(000)
Sir Jonathon Band
160
155
199
190
359
345
Jason Glen Cahilly
130
125
199
190
329
315
Nelda J. Connors
(4)
120
78
199
190
319
268
Helen Deeble
130
125
199
190
329
315
Jeffrey J. Gearhart
150
148
199
190
349
338
Katie Lahey
130
125
199
190
329
315
Sara Mathew
(5)
45
118
0
190
45
308
Stuart Subotnick
160
155
199
190
359
345
Laura Weil
160
155
199
190
359
345
Randall Weisenburger
220
206
199
190
419
396
(1)
The 2024 grants to Non-Executive Directors are restricted and vest in April 2027. The 2025 grants to Non-Executive Directors
are unrestricted and do not have any vesting or forfeiture restrictions provided that the director has served on our Boards for
at least one year.
(2)
The reported figures are the value of the grants made during the year using April 16, 2025 closing price of a share of Carnival
Corporation common stock ($17.87).
(3)
The reported figures are the value of the grants made during the year using the April 8, 2024 closing price of a share of
Carnival Corporation common stock ($15.66).
(4)
Ms. Connors joined the Boards in April 2024.
(5)
Ms. Mathew stepped down from the Boards in April 2025.
The Non-Executive Directors did not receive any benefits in fiscal 2025 and 2024, 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). The aggregate emoluments (being salary, bonuses, fees and benefits, and excluding
long-term incentives and pensions) of all Directors during fiscal 2025 were approximately $8.5 million.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
Carnival plc Directors' Remuneration Report
|
B-13
2.10
SCHEME INTERESTS MADE TO DIRECTORS IN FISCAL 2025
(AUDITED)
The LMCG Regulations require disclosure of grants
made in the year plus a table of aggregate outstanding
grants, separately detailing grants that vest in the
year. The latter information is included in Section 2.11
Directors’ Shareholding and Share Interests below.
Director
Grant
Date
Plan
(1)
Number
of Shares
Face
Value
(2)
($)
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
4/16/2025
TBS
262,257
4,686,533
N/A
100
4/21/2026, 2027,
and 2028
4/16/2025
PBS
(4)
393,386
7,029,808
50
200
4/21/2028
Sir Jonathon Band
4/16/2025
Unrestricted
Stock
11,117
198,661
N/A
100
N/A
Jason Glen Cahilly
4/16/2025
Unrestricted
Stock
11,117
198,661
N/A
100
N/A
Nelda J. Connors
4/16/2025
Unrestricted
Stock
11,117
198,661
N/A
100
N/A
Helen Deeble
4/16/2025
Unrestricted
Stock
11,117
198,661
N/A
100
N/A
Jeffrey J. Gearhart
4/16/2025
Unrestricted
Stock
11,117
198,661
N/A
100
N/A
Katie Lahey
4/16/2025
Unrestricted
Stock
11,117
198,661
N/A
100
N/A
Stuart Subotnick
4/16/2025
Unrestricted
Stock
11,117
198,661
N/A
100
N/A
Laura Weil
4/16/2025
Unrestricted
Stock
11,117
198,661
N/A
100
N/A
Randall Weisenburger
4/16/2025
Unrestricted
Stock
11,117
198,661
N/A
100
N/A
(1)
The terms of PBS and TBS incentive programs to Mr. Weinstein and the terms of unrestricted 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. A Non-Executive Director’s
unrestricted stock grant becomes non-forfeitable one year after their first election to the Boards and is not subject to vesting.
(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 $17.87 at April 16, 2025 for Mr. Weinstein and all Non-Executive Directors.
(3)
The unrestricted stock grants to Non-Executive Directors do not include performance or vesting conditions and are not
forfeitable provided the Director has served at least a full year from their initial election or appointment.
(4)
The face value of this grant reflects the target value. The performance period is fiscal 2025 to 2027. 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
B-14
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Carnival plc Directors' Remuneration Report
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 2025
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, 2025 under any incentive
plans, as well as shares that vested during fiscal 2025:
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
427,643
1,658,798
219,892
NON-EXECUTIVE DIRECTORS
Sir Jonathon Band
30,797
N/A
9,541
Jason Glen Cahilly
30,797
N/A
9,541
Nelda J. Connors
12,141
N/A
—
Helen Deeble
30,797
N/A
9,541
Jeffrey J. Gearhart
30,797
N/A
9,541
Katie Lahey
30,797
N/A
9,541
Sara Mathew
30,797
N/A
7,146
Stuart Subotnick
30,797
N/A
9,541
Laura Weil
30,797
N/A
9,541
Randall Weisenburger
30,797
N/A
9,541
(1)
The unrestricted share grants made to the Non-Executive Directors in fiscal 2025 do not have performance or vesting conditions,
other than the initial service condition described below. Restricted share grants made to the Non-Executive Directors in fiscal
2022, 2023 and 2024 vested pro-rata over a 3 year period. Unrestricted and 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. All of the Non-Executive Directors who served in fiscal 2025 have met the initial service condition.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
Carnival plc Directors' Remuneration Report
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B-15
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,
2024
November 30,
2025
November 30,
2024**
November 30,
2025**
Micky Arison
―
―
85,670,611
94,142,908
(1)
Sir Jonathon Band
―
―
65,789
64,406
Jason Glen Cahilly
―
―
69,388
80,505
Nelda J. Connors
―
―
12,141
23,258
Helen Deeble
―
―
72,097
83,214
Jeffrey J. Gearhart
―
―
61,651
72,768
Katie Lahey
―
―
66,639
77,756
Sara Mathew
―
―
37,943
37,943
Stuart Subotnick
―
―
114,208
125,325
Laura Weil
―
―
113,405
124,522
Josh Weinstein
―
―
155,216
288,579
(2)
Randall Weisenburger
―
―
1,351,747
1,362,864
(3)
*
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) 1,169,893 shares of common stock held by the Nickel KA 2022 Annuity Trust No. 2, (ii) 215,826 shares of common
stock held by the Nickel KA 2023 Annuity Trust No. 1, (iii) 509,066 shares of common stock held by the Nickel KA 2024 Annuity
Trust No. 1, (iv) 616,877 shares of common stock held by the Nickel KA 2025 Trust No. 1, (v) 8,472,297 shares of common stock
held by the Nickel KA 2025-5 Trust No. 2, (vi) 739,492 shares of common stock held by the 2022 KA Remainder Trust,
(vii) 80,736,445 shares of common stock held by MA 1994 B Shares, L.P., (viii) 841,506 shares of common stock held by the NA
2017-08 Trust and (ix) 841,506 shares held by the KA 2017-08 Trust.
(2)
Holdings are net of shares sold or withheld to cover tax.
(3)
Includes 961,238 shares held by Mile 26 Capital LLC.
There were no changes in the above share interests between December 1, 2025 and January 13, 2026, the latest
practicable date.
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
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Carnival plc Directors' Remuneration Report
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, 2025
($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, 2025. 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
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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 2025, to our long-term
success and the 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 2025 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 the 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 2025 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 relative TSR
and 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
B-18
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Carnival plc Directors' Remuneration Report
This Directors’ Remuneration Report was approved
by the Board of Directors and is signed by order of
the Board of Directors by
RANDALL WEISENBURGER
Chair of the Compensation Committees
January 27, 2026
Annex B
―
Carnival plc Directors’ Remuneration Report (Part II)
2.
IMPLEMENTATION SECTION
Carnival plc Directors' Remuneration Report
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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.
Carnival plc Corporate Governance Report
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C-1
•
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
11 members, of which two are Executive Directors
and nine 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 2025 have been subject to a
formal performance evaluation during the year, as
described below.
In compliance with the UK Corporate Governance
Code Provision 23 and the Disclosure Guidance and
Transparency Rule 7.2.8A, our Boards have adopted
the Board Composition 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, viewpoints, experiences and
perspectives, with the aim of achieving an appropriate
balance so as to allow the Boards and their
Committees to fulfill their responsibilities effectively,
consistent with our strategy as well as mission and
purpose. All appointments to the Boards and their
Committees are based on merit and objective criteria.
The Nominating & Governance Committees review
and assess the effectiveness of the Policy from time
to time and report to the Boards, as appropriate. The
Boards believe that the Policy functioned effectively
in 2025 and based on the results of the annual Board
performance assessment, that the Directors as a
group reflect a variety of skills, experiences and
perspective.
Under UKLR, we are required to report against the
three criteria set out in in UKLR 6.6.6R(9)(a). As of
November 30, 2025, 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), we report that
36% of the members of the Boards were women
(being four of 11 members) and one Director was from
a minority ethnic background. 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, 2025. As
a result, we met one of the three criteria set out in
UKLR 6.6.6R(9)(a) as of November 30, 2025. Since all
appointments to the Boards and Committees are
based on merit and objective criteria, the Boards
cannot anticipate when the criterion set out in
UKLR 6.6.6R(9)(a)(i) or (ii) may be met.
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.
Annex C
―
Carnival plc Corporate Governance Report
BOARD COMPOSITION
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Carnival plc Corporate Governance Report
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 2025, 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, Helen Deeble,
Stuart Subotnick, Laura Weil and Randall
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 (one of whom, Sara
Mathew, has since stepped down). 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, as appropriate, to review their objectivity
and independence, as well as their overall
effectiveness as Directors. Based on the results of
the 2025 annual Board evaluation, 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.
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,
Annex C
―
Carnival plc Corporate Governance Report
BOARD BALANCE AND INDEPENDENCE
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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 2025 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,
2025, the Board of Directors of Carnival plc held a
total of six meetings. All Board meetings during the
year were attended by all Directors currently 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 2025. Josh Weinstein,
our Chief Executive Officer and Executive Director, was
appointed a Non-Executive Director of Chipotle
Mexican Grill Inc effective November 25, 2025. The
appointment was approved by the Chair and the
Senior Independent Director on behalf of the Boards
and it is in compliance with the overboarding policy.
The Boards remain confident that Mr. Weinstein can
continue to allocate sufficient time to his
responsibilities with Carnival Corporation & plc.
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;
•
significant changes to our corporate structure;
•
material changes in accounting policies;
Annex C
―
Carnival plc Corporate Governance Report
DIRECTORS’ INDEMNITIES
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Carnival plc Corporate Governance Report
•
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;
•
Jeffrey J. Gearhart; and
•
Stuart Subotnick.
Sara Mathew stepped down from the Boards and the
Audit Committees with effect from the conclusion
of the 2025 Annual Meetings of Shareholders. Jeffrey J.
Gearhart joined the Audit Committees effective
April 2025.
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
Committees as a whole have competence relevant to
Annex C
―
Carnival plc Corporate Governance Report
COMMITTEES OF THE BOARDS
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the sector in which Carnival Corporation & plc
operates. The qualifications of each member of the
Audit Committees are contained in the Proxy
Statement.
During the year, seven meetings of the Carnival plc
Audit Committee were held, which were attended by
all members currently 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;
•
compliance with legal and regulatory requirements
(in coordination with the HESS Committees and
the Compliance Committees);
•
performance of our internal audit function,
including process and control effectiveness and
efficiencies and investigations into asset
misappropriation, corruption 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;
Annex C
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COMMITTEES OF THE BOARDS
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•
reviewed and approved fees for audit and non-audit
related services provided by Carnival Corporation &
plc’s independent auditors;
•
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:
•
Randall Weisenburger (Chair);
•
Jason Glen Cahilly;
•
Helen Deeble; and
•
Laura Weil.
During the year, five 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
•
Randall Weisenburger.
During the year, four meetings of the Carnival plc
Compliance Committee were held, which were
attended by all members then serving, other than
Mr. Weisenburger who did not attend one meeting
due to a flight delay.
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, vendors’ compliance
with our Business Partner Code of Conduct and
Ethics, 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 five independent Non-Executive
Directors:
•
Sir Jonathon Band (Chair);
•
Nelda J. Connors;
•
Helen Deeble;
•
Katie Lahey; and
•
Randall Weisenburger.
During the year, four meetings of the Carnival plc
HESS Committee were held, which were attended by
all members currently 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. Jeffrey J. Gearhart
served on the HESS Committees until April 2025.
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 health,
environmental, safety, security and sustainability
policies, procedures, practices and training, and
oversee our monitoring and enforcement of 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;
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COMMITTEES OF THE BOARDS
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•
review results of RAAS’s HESS-related audits,
including any non-conformities or deficiencies
identified, and the status of management plans for
remedial action;
•
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
•
Randall Weisenburger.
During the year, five meetings of the Carnival plc
Nominating & Governance Committee were held,
which were attended by all members then serving.
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
•
develop and recommend to the Boards a set of
Corporate Governance Guidelines, and review and
assess their effectiveness, including compliance
with our overboarding policy.
Further information on Board succession planning
process and the Boards’ Composition 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
“Workforce Engagement—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 2025 the Carnival plc Audit Committee
developed an understanding of the accounting
estimates and judgements included in Note 2 to the
Carnival plc group financial statements (which are not
considered to be significant) by reviewing, discussing
Annex C
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CARNIVAL PLC SUPPLEMENT TO THE REPORT OF THE AUDIT COMMITTEES
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with management and, where appropriate,
challenging management. The Carnival plc Audit
Committee was satisfied with the assessments
considered and conclusions reached with respect to
the above accounting matters, as further described in
the Carnival plc group financial statements for fiscal
2025.
In addition, risks of fraud in relation to manual
journal entries within revenue recognition was an
area of focus for the Carnival plc Audit Committee and
discussed with Deloitte LLP in 2025. The Audit
Committee considered the presumed risks of fraud
as defined by auditing standards and was satisfied
that there were no significant issues.
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 2025,
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 2025 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 2025 was Alistair Pritchard.
The Audit Committees met with the independent
auditors 7 times during fiscal 2025, 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;
•
content, quality and effectiveness and efficiency in
completing the agreed external audit plan;
•
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
impaired in any way and Deloitte remained
independent during fiscal 2025, having taken into
account that:
•
immaterial permitted non-audit services were
provided by Deloitte during fiscal 2025;
Annex C
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•
Deloitte has complied with the requirements
regarding rotation of the audit partners and
managing directors;
•
no relationships were identified between Deloitte
and Carnival Corporation or Carnival plc or any other
parties that could affect Deloitte’s independence
or objectivity; and
•
Deloitte confirmed compliance with their
independence standards in their report to the
Audit Committees.
The policy on Audit Committee pre-approval and
permissible non-audit work of the independent
auditors, is 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 to the Carnival plc group financial
statements for information on the fees payable to
Deloitte for audit and non-audit services in fiscal 2025.
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 2025, having completed the required tender in
2022 and auditor rotation in 2024.
On Behalf of the Audit Committee,
LAURA WEIL
Chair of the Audit Committees
January 27, 2026
Annex C
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CARNIVAL PLC SUPPLEMENT TO THE REPORT OF THE AUDIT COMMITTEES
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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 2025, each Director was required to
complete a detailed 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, including backgrounds,
qualifications, skills, attributes, viewpoints,
experiences and perspectives 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, Randall
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 2025, 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 2025, 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
2025.
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 prior Board evaluations, the Boards
instituted a third in person meeting for fiscal 2025 and
refined the approach for certain management
presentations to the Boards. In addition, based on
Annex C
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the feedback received as part of the 2025 evaluations,
the Boards instituted additional briefing sessions
with the CEO in between meetings.
During fiscal 2025, 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.
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. The
UK Corporate Governance Code provides that an
externally facilitated evaluation of the Boards should
be undertaken at least once every third year. The
Boards consider its current internally led approach to
be effective and may engage an external third-party
facilitator on an as-needed basis, but not necessarily
according to a strict schedule.
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 2026 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.
Annex C
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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 2025 include
our strategic, financial and operating priorities and
recent performance, executive compensation, Board
refreshment, composition and skills, 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 2025, management provided quarterly
updates to the Boards regarding investor relations
matters.
Shareholders will have the opportunity at the 2026
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 N.W. 87th Avenue,
Miami, Florida, United States on Friday, April 17, 2026.
Special meetings of the shareholders of Carnival
Corporation and Carnival plc and the Carnival plc court
meeting (the “Special Meetings”) will be held
immediately prior to the Annual Meetings of
Shareholders to consider the proposed unification of
the DLC structure under a single company, Carnival
Corporation, with Carnival plc as its wholly-owned UK
subsidiary, the shifting of Carnival Corporation’s
legal incorporation from Panama to Bermuda under
the name Carnival Corporation Ltd., and the related
proposals.
The Annual Meetings of Shareholders will commence
at 9:00 a.m. (EDT) (or as soon thereafter as the
Special Meetings shall have been concluded or
adjourned), 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 2:00 p.m. (BST) (or as soon thereafter
as the Special Meetings shall have been concluded or
adjourned). 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.
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ANNUAL MEETINGS OF SHAREHOLDERS
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Workforce Engagement
In line with the UK Corporate Governance Code,
Randall 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
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 team
members 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 team
members 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 2025, our workforce
engagement strategy involved a continuation of a
number of initiatives, led by various leaders
throughout our organization, such as an in person
and virtual townhall meetings as well as visits.
Mr. Weisenburger and the other Non-Executive
Directors continued in-person events and visits.
Through these visits, team members had the
opportunity to meet and speak with members of the
Boards. The Boards receive 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.
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WORKFORCE ENGAGEMENT
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During fiscal 2025, 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 and 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
team members have been considered by the Boards
in their discussions and decision-making, refer to the
following section of the Strategic Report:
1.A.II. Purpose & Mission, Core Values and Priorities,
1.C.XIII. Human Capital Management and Employees,
1.C.XIV. 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 team members. 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 2025 the Non-Executive
Directors conducted shoreside and shipboard visits
to meet with management and to engage with team
members and crew.
We also remained dedicated to maintaining and
improving our ongoing communication with and from
team members. Our brands primarily focused on
communications channels, including self-service
portals, regular town halls, department meetings,
weekly newsletters, email updates, captain meetings,
ship team conferences with shoreside leaders, and
video messages. Management, with support of the
Boards of Directors, focused on initiatives in response
to feedback received through these channels. Team
member interaction with leaders and colleagues is
encouraged in advance of the town hall meetings, and
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 2025 initiatives include:
•
gathering information to determine what crew
facilities onboard need updating and then working
with the staff officers to address the feedback;
•
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 2025, we updated previously established global well-
being standards for shipboard team members,
including preventative health offers, such as
vaccination protection and the prevention and
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WORKFORCE ENGAGEMENT
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detection of mental illnesses, among other benefits.
In 2025, we continued our focus on crew welfare.
Additional activities for shipboard team members
included developmental and cultural programs
(language learning, seminars, financial classes),
culinary events (enhanced Sunday buffets, thematic
dinners), social and recreational (movie nights,
gaming), sports (basketball tournaments, free bicycle
rental at ports, guest gym access), and wellness
(wellness fairs, meditation sessions, spa nights).
CULTURE
Our Purpose & Mission statement, which was
updated in fiscal 2023, continues to be aligned with
our strategy, culture and priorities.
Our priorities, which were last refined in 2025, are as
follows:
1. Ensure each of our world-class cruise lines owns its
space in the vacation market.
2. Be Travel and Leisure’s employer of choice.
3. Stay committed to excellence in compliance,
environmental protection and the well-being of every
life we touch.
4. Execute our sustainability roadmap.
5. Further strengthen our balance sheet while
delivering outsized shareholder returns.
We also continue to implement and monitor our Core
Values, which are the key beliefs and behaviors that
define who we are, what we stand for, and how we
operate. Our Core Values 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 Core Values, which were last refined during 2025,
are as follows:
•
Listen & Learn
—We listen—actively and
inclusively—to make better decisions and learn
from our successes and failures.
•
Speak Up
—We can respectfully share ideas,
feedback, concerns and questions with confidence.
•
Respect & Protect—
We protect what
matters—our people, our company and our
planet—treating everyone with dignity and respect.
•
Always Improving—
We always try to do
our jobs better and innovate to drive the business
forward.
•
Better Together
—We work collaboratively
as a team to successfully deliver on our purpose,
mission and goals.
•
Guest Obsessed
—We put our guests front
and center, delighting them at every opportunity.
In 2025, we also continued our Cross Brand Culture
and Engagement Survey using a common assessment
centered on our Core Values across ship and shore
operations for all our team members. This
comprehensive annual survey remains a key
management tool for tracking our cultural health and
informing our initiatives, setting targets and action
plans to strengthen our culture.
To further elevate the importance of strengthening
our corporate culture, management, with oversight
from the Boards, continued its culture governance
process. Our senior management team remains
responsible and accountable for developing the
strategy and targets for culture improvements.
Leveraging the expertise of our human resource
professionals, HR leaders within each operating unit
or brand are responsible for executing the strategy
and providing periodic reports that summarize
progress, key initiatives, and related 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 and mission (purpose) and
reviewing management’s actions to improve this
alignment. As part of that role, in 2025 the Directors
received and reviewed reports on the progress of our
Core Values.
Our goals include fostering a positive and just culture
that involves supporting recruiting, developing and
retaining an exceptional workforce. A highly motivated
and engaged workforce is essential to delivering
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WORKFORCE ENGAGEMENT
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extraordinary cruise vacations. We prioritize building
trust-based relationships by listening to our team
members and acting on their ideas, using feedback
tools to monitor our progress and guide continuous
improvement. 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 team members in support of team
member 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 data for our
Boards and executive management as of the reference
date, November 30, 2025, 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.
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
55%
3
8
62%
Women
4
36%
—
5
38%
Not specified / prefer not to say
1
9%
—
—
—
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GENDER AND ETHNIC BACKGROUND REPRESENTATION
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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
82%
3
9
69%
Mixed/Multiple Ethnic Groups
—
—
—
—
—
Asian/Asian British
—
—
—
—
—
Black/African/Caribbean/Black
British
1
9%
—
—
—
Other ethnic group
—
—
—
4
31%
Not specified / prefer not to say
1
9%
—
—
—
*
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.
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.
Annex C
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HOTLINE FOR REPORTING CONCERNS
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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, 2025. 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.” Carnival plc Strategic
Report: “7. Section 172(1) Statement.”
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.XI. Sales Channels”; “1.C.XII. Suppliers”;
“1.C.XVIII. Governmental and Other 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.”
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.”
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STATEMENT OF COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
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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: “2026 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.”
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, 2025, 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
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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 21 provides that FTSE 350 companies
should undertake an externally facilitated board
review at least every three years. The Boards,
supported by the N&G Committees, oversaw a
rigorous internal evaluation of the Boards, their
Committees during fiscal 2025. The Boards consider
this approach effective and may engage an
external third-party facilitator on an as-needed
basis, but not necessarily according to a strict
schedule. The most recent externally facilitated
review was conducted in 2022. See “Board
Performance Evaluations” in this Corporate
Governance Report for additional information.
•
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 CEO 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 Randall 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.”
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, 2026
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STATEMENT OF COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
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