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CCLCarnival Corporation

Consumer discretionary · Cruise Lines & Shipping · NYSE
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The 10-K against last year's

110 changes: 24 added, 34 removed, 52 reworded

10-K Jan 27, 2026 vs Jan 27, 2025
Risk FactorsRedline ↓
30.4%
of the text changed · 4,414 words now
31.5%
of the text changed · 4,378 words now
Legal ProceedingsRedline ↓
16.7%
of the text changed · 238 words now
Accounting PoliciesRedline ↓
10.5%
of the text changed · 4,439 words now

10-K 0000815097-26-000007 (2026-01-27) vs 10-K 0000815097-25-000007 (2025-01-27)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 270 words changed in this paragraph; it is 36% similar to last year's version.
Growing recognition among consumers globally of Our business has faced and may in the negative effects of climate change and future continue to face increased scrutiny from our guests, our team members, the impact of GHG investment community, media (including social media), governments, regulators, destinations and other emissions may lead parties related to material changes in consumer preferences. For instance, our guests may choose a vacation option that they perceive 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 operating in a manner that is more sustainable for the climate, seek alternative methods of travel, or reduce the amount and frequency of their travel. 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 of ship emissions while the ship is docked and at sea. At the same time, we may also face negative impacts from consumers those who do not support climate-related sustainability-related initiatives or concerns. Environmental scrutiny concerns or disagree with our actual or perceived initiatives or positions, or lack of our operations 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 industry from the investment community, other stakeholders, and the media (including social media) have impacted and environment may continue also lead to impact how we are perceived, which may have a material impact on our operations and financial results. Certain climate-related actions and investments we make today may not lead us to our intended future emissions related goals or may not be favorably perceived changes in future years based on continuing evolving regulations and perceptions around effective emissions mitigation strategies and technologies. consumer preferences.

Source: Item 1A, 10-K 0000815097-26-000007 vs Item 1A, 10-K 0000815097-25-000007

MD&A 231 words changed in this paragraph; it is 63% similar to last year's version.
The 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 (“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 Ships. Given 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 CO2 emissions intensity by 2030 compared to 2008. The EU has also proposed several regulations that will likely impact the cost of fossil fuels and has recently adopted the inclusion of maritime shipping in the EU’s Emissions Trading System. We have established Climate Action Goals, which include a GHG intensity reduction goal of 20% by 2030 from the 2019 baseline and we are pursuing our aspiration of net zero emissions by 2050. Given a 30-year estimated useful life for our ships, our most recently delivered vessels’ lives will extend beyond this 2050 date. To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached. We are closely monitoring technology developments and partnering with organizations on research and development to which may support our sustainability goals and aspirations. goals. Our fleet’s engines are capable of being modified for use with 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 Climate Action Goals, we invest in technologies, including the use of LNG liquefied natural gas (“LNG”) powered cruise ships, the installation of Advanced Air Quality Systems on board our ships to aid in the reduction of sulfur emissions, the use of shore power, enabling ships to use shoreside electric power where available while in port and various other efficiency related upgrades intended to reduce our emissions. It is uncertain how proposed and possible future regulatory changes related to the environment and climate change and changes, as well as our aspiration of 2050 net zero emissions by 2050, aspiration, may impact our ships’ useful lives and residual values and as the impact is dependent on future regulatory actions and technological advances. As of November 30, 2024, management concluded that there were no changes in our ship useful lives and residual value estimates.

Source: Item 7, 10-K 0000815097-26-000007 vs Item 7, 10-K 0000815097-25-000007

Accounting Policies 91 words changed in this paragraph; it is 66% similar to last year's version.
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 $6.8 $7.2 billion and $6.4 $6.8 billion as of November 30, 2024 2025 and 2023, which includes approximately $25 million of unredeemed Future Cruise Credits (“FCCs”) as of November 30, 2024. At November 30, 2023, we had approximately $134 million of unredeemed FCCs, of which $111 million were refundable. During 2024 2025 and 2023, 2024, we recognized revenues of $5.5 $6.1 billion and $4.1 $5.5 billion related to our customer deposits as of November 30, 2023 2024 and 2022. 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.

Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0000815097-26-000007 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0000815097-25-000007

Legal Proceedings 78 words changed in this paragraph; it is 64% similar to last year's version.
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 June 23, 2022, the UK P&I Club N.V. provided a letter of undertaking for approximately $1.9 million (being the estimated maximum combined penalty). On May 31, 2023, we received a summons from the Australia Federal Prosecution Service indicating that formal charges are being would be pursued against Princess Cruises and the Captain of the vessel. We believe On November 17, 2025, Princess Cruises entered a guilty plea, and the ultimate outcome will not have a material impact on our consolidated financial statements. charges against the Captain were accordingly dismissed. The Magistrates Court of Queensland imposed an immaterial fine against Princess Cruises. This matter is now concluded.

Source: Item 3, 10-K 0000815097-26-000007 vs Item 3, 10-K 0000815097-25-000007

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of CCL's Risk Factors and MD&A, 10-K 2026-01-27 against 10-K 2025-01-27. Each links to the text at sec.gov.

RemovedRisk Factors
Our business may face increased scrutiny from our guests, our team members, the investment community, governments, regulators, destinations and other stakeholders that we serve related to our sustainability activities, including the sustainability objectives that we adopt, our methodologies and timelines for pursuing them and our ability to document and support the

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedRisk Factors
achievement of those objectives, as their expectations for such matters continue to evolve. If our sustainability practices do not meet, are adverse to, or are perceived to fall short of, the expectations of our guests, team members, investors or other stakeholders, demand for cruising, our reputation, our ability to attract or retain team members, and our attractiveness as an investment could be negatively impacted. In addition, governments may restrict or limit our access to ports and destinations for which there is high guest demand. Similarly, our pursuit, or our failure or perceived failure to pursue, meet or fulfill our targets, goals, aspirations, and other objectives (including sustainability objectives) within the timelines we announce, or at all, could have the same negative impacts as well as expose us to government enforcement actions and private litigation.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedRisk Factors
disembark. Refer to Operational Risk Factor “d.” for additional discussion on the impact of climate change and regulation changes on fuel costs.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedRisk Factors
debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt. Refer to Liquidity, Financial Condition and Capital Resources.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedRisk Factors
We have a substantial amount of debt, significant debt service obligations and related covenant restrictions. Despite our leverage, we may incur more debt, subject to certain restrictions, in the future. Our substantial debt has had and could continue to have important negative consequences for us. Our substantial debt could, among other things:

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedRisk Factors
•require us to dedicate a large portion of our cash flow from operations to servicing debt and funding repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

Read it in 10-K 2025-01-27 at sec.gov ↗

Show the other 16
RemovedRisk Factors
•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;

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
•Higher ticket prices for 2024 versus 2023 for all of our major cruise lines and onboard spending levels that accelerated sequentially each quarter throughout the year

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
•Record booking trends and record year-end customer deposits, indicating a continuation of the strong momentum we’ve been experiencing for the last two years

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
We remain laser focused on further reducing interest expense and rebuilding our investment-grade balance sheet. During 2024, we made debt prepayments of over $3 billion, bringing our total prepayments to over $7 billion since the beginning of 2023. Additionally, we have reduced our debt balance by over $8 billion from the peak in January 2023, ending the year with $27.5 billion of debt.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
We are delivering long-term value for our shareholders through improved operational execution across our cruise lines. We ended 2024 with adjusted return on invested capital (“ROIC”) comfortably above our cost of capital.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
We welcomed three new ships during 2024: Carnival Jubilee, the third of five Excel class vessels for Carnival Cruise Line; Sun Princess, Princess Cruises’ next generation flagship which was just awarded Conde Nast Traveler’s 2024 Mega Ship of the year in the U.S.; and Queen Anne, Cunard’s first new ship in 14 years.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
We have also been focusing on each of our cruise lines’ unique target markets, launching new marketing campaigns across all our brands. In 2024, both new-to-cruise and repeat guests were each up double-digit percentages and we continue to attract new cruise guests as we work to increase awareness and consideration for cruise travel globally.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
We continue to advance our enhanced destination strategy to provide guests with yet another reason to take a cruise vacation with us. Celebration Key, our new exclusive cruise port destination on Grand Bahama Island, is scheduled to open in the summer of 2025, with an additional pier opening in the fall of 2026. Its five portals built for fun will further expand our experience offerings with an abundance of features and amenities for our guests. Celebration Key will be our largest and closest destination in our portfolio, saving fuel costs and reducing greenhouse gas emissions. In addition, we recently announced plans to enhance Half Moon Cay, our highly rated and award-winning exclusive Bahamian destination. The enhancements will lean further into this destination’s natural beauty and pristine appeal, reinforcing its new name – RelaxAway, Half Moon Cay. Featuring a newly constructed pier that is expected to be ready in the summer of 2026, the destination will allow two ships to dock, including Carnival Cruise Line’s largest ships that will be able to visit for the first time. We believe developing and promoting these unique assets will help us cast the net wider and capture even more new-to-cruise demand.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
During 2024, we also continued making progress towards our sustainability goals. We reduced our greenhouse gas emission intensity by approximately 17.5 percent compared to 2019, on track to achieve our targeted reduction of 20 percent by the end of 2026, a goal that was previously pulled forward by four years. We have also lowered our absolute greenhouse gas emissions by almost 10 percent since 2019, despite capacity growth of over nine percent over the same period.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
We review our ships for impairment whenever events or changes in circumstances indicate that the carrying value of a ship may not be recoverable. When an impairment review is appropriate, such as an expected sale of a ship before the end of its useful life, impairment reviews of our ships require us to make significant estimates. 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. 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.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
The estimation of a ship’s fair value includes numerous assumptions that are subject to various risks and uncertainties. The principal assumption used in determining the fair value of our ships tested for impairment in 2022 was the estimated sales proceeds.

Read it in 10-K 2025-01-27 at sec.gov ↗

RemovedMD&A
We determined the fair value of these ships based on their respective estimated selling values, for those ships expected to be disposed of, or estimated discounted future cash flows and comparable market transactions. Where estimated future cash flows are used to estimate the recoverable value of a ship, the cash flows include estimated regulatory costs, including those related to proposed regulations, which are likely to impact costs and capital expenditures, including those expected to meet our 2030 Climate Action Goals.

Read it in 10-K 2025-01-27 at sec.gov ↗

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