嘉年华邮轮(US ADR) 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended November 30, 2024 or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from ______________ to ________________ Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.Yes☐No☐ Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☐ Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file suchreports), and (2) have been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrants were required to submit such files).Yes☐No☐ Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, smallerreporting companies, or emerging growth companies. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large acceleratedfilers☐Accelerated filers☐Non-acceleratedfilers☐Smaller reportingcompanies☐Emerging growthcompanies If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) bythe registered public accounting firm that prepared or issued its audit report. Yes☐No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrants included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Act). Yes☐No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold was $15.6 billion as of the last business day of the registrant’s most recently completedsecond fiscal quarter. At January 13, 2025, Carnival Corporation had outstanding 1,164,202,729 shares of its Common Stock, $0.01 par value.The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold was $2.6 billion as of the last business day of the registrant’s most recently completedsecond fiscal quarter. At January 13, 2025, Carnival plc had outstanding 187,687,583 Ordinary Shares $1.66 par value, one Special Voting Share GBP1.00 par value and 1,164,202,729 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. DOCUMENTS INCORPORATED BY REFERENCE Portions of the 2025 joint definitive Proxy Statement are incorporated by reference into Part III of this report. FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2024 TABLE OF CONTENTS PART IItem 1.Business 5A. Overview5I. Summary5II. Purpose & Mission, Vision, Values and Priorities5B. Global Cruise Industry6I. Overview6II. Passenger Capacity by Ocean Going Vessels7III. Competition7C. Our Global Cruise Business8I. Segmentand BrandInformation8II. Ships Under Contract for Construction8III. Descriptions of Cruise Brands9IV. Trademarks and Other Intellectual Property10V. Passengers Carried byPrincipal Source Geographic Areas11VI. Cruise Programs11VII. Cruise Pricing and Payment Terms11VIII. Seasonality12IX. Onboard and Other Revenues12X. Port Destinations and Exclusive Islands13XI. Marketing Activities13XII. Sales Channels13XIII. Suppliers14XIV. Human Capital Management and Employees14XV. Ethics and Compliance15XVI. Insurance15XVII. Taxation16XVIII. Governmental Regulations18XIX. Sustainability24D. Website Access to Carnival Corporation & plc SEC Reports26E. Industry and Market Data26Risk Factors26Unresolved Staff Comments3