Carnival (CCL) Risk Factor Changes

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 infrastructur…

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.

We are subject to compliance with tax laws, regulations and treaties in the jurisdictions in which we are incorporated or operate.

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, cr…

m.

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 part…

l.

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.

g.

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.

We have been and may continue to be impacted by cybersecurity incidents and data privacy breaches, which occur from time to time.

e.

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…

d.

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, suc…

Our operations involve the risk of incidents and media coverage thereof.

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 instabi…

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.

•expose us to the risk of increased interest rates as certain of our borrowings are (and may be in the future) at a variable rate of interest.

•make it difficult for us to satisfy our obligations with respect to our debt; and

•restrict us from introducing new technologies or exploiting business opportunities;

•limit our ability to raise additional debt or equity capital in the future to satisfy our requirements relating to working capital, capital expenditures, development projects, strategic initiatives or other purposes;

•make us more vulnerable to downturns in our business, the economy or the industry in which we operate;

•place us at a disadvantage compared to others that have less debt;

•limit our ability to pay dividends or distributions on or redeem or repurchase stock and make other restricted payments;

•limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

•increase our vulnerability to adverse general economic or industry conditions;

•require us to dedicate a large portion of our cash flow from operations to servicing debt and funding repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expend…

We have a substantial amount of debt, significant debt service obligations and related covenant restrictions.

b.

debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt.

Our ability to meet our debt service obligations, refinance our debt or sustain our business needs and operations depends on our future operating and financial performance and our ability to generate cash.

a.

disembark.

achievement of those objectives, as their expectations for such matters continue to evolve.

Our business may face increased scrutiny from our guests, our team members, the investment community, governments, regulators, destinations and other stakeholders that we serve related to our sustainability activities…

Growing recognition among consumers globally of the negative effects of climate change and the impact of GHG and other emissions may lead to material changes in consumer preferences.

d.

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 instabi…

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-incorpor…

Negative publicity resulting from the Redomiciliation could adversely affect our business and the market price of our shares.

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 Unificatio…

c.

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 o…

b.

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/…

We continue to invest in expanding and enhancing our portfolio of port destinations and exclusive islands, which could increase our exposure to certain risks.

k.

Our ability to meet our debt service obligations depends on our future operating and financial performance and our ability to generate cash.

f.

c.

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 Th…