Carnival (CCL) 10-K risk factor changes: FY2013 vs FY2012

You should carefully consider the specific risk factors set forth below and the other information contained or incorporated by reference in this Form 10-K, as these are important [removed: factors, among others,] [added: factors] that could cause our actual [removed: results] [added: results, performance or achievements] to differ [added: materially] from our expected or historical results.

Economic, market and political conditions around the [removed: world] [added: world,] such as fuel demand, regulatory requirements, supply disruptions and related infrastructure needs, make it difficult to predict the future price and availability of fuel.

Fuel costs accounted for [removed: 23%, 21%] [added: 21%, 23%] and [removed: 18%] [added: 21%] of our cruise operating expenses in [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010,] [added: 2011,] respectively.

The operation of cruise ships, hotels, land tours, port [added: and related commercial] facilities and shore excursions involve the risk of incidents, including those caused by the improper operation of our ships, motorcoaches and trains; guest and crew illnesses, such as from the spread of contagious diseases; mechanical failures; fires and collisions; repair delays; groundings; navigational errors; oil spills and other maritime and environmental mishaps; missing passengers and other incidents at sea or while in port or on land, which may cause injury and death, [removed: or] [added: guest and crew discomfort and] the alteration of itineraries or cancellation of a cruise or series of cruises or tours.

These types of incidents may bring into question guest and crew health, safety, security and satisfaction and may adversely affect our [added: brand reputation and demand for the brand, and cruising in general, and may affect our] sales and profitability, may result in additional costs to our business, litigation against us and increasing government or other regulatory oversight.

In particular, our ability to effectively and efficiently operate shipboard and shoreside activities may be impacted by widespread public health issues/illnesses or health warnings resulting in, among other things, reduced demand for cruises and cruise cancellations and employee absenteeism that could have an adverse [removed: affect] [added: effect] on our sales and profitability.

In addition, as mentioned above, our ships are subject to the risks of mechanical failures and accidents, for which we have had to incur repair [removed: expenses.][added: and equipment replacement expenditures.]

If these occur in the future, we may be unable to procure spare parts [added: or new equipment] when needed or make repairs without incurring significant [removed: expense] [added: expenditures] or suspension of service.

A significant performance deficiency or problem on any one [added: or more] of our ships could have an adverse effect on our financial condition and results of operations.

Our cruise ships, hotels, land tours, port [added: and related commercial] facilities, shore excursions and other service providers may be impacted by adverse weather patterns or other natural disasters, such as hurricanes, earthquakes, floods, fires, tornados, [removed: tsunamis] [added: tsunamis, typhoons] and volcanic eruptions.

These events could have an adverse impact on the safety and [removed: guest] satisfaction of cruising and could have an adverse impact on our sales and profitability.

Finally, these extreme weather conditions could cause property damage to our ships, port [added: and related commercial] facilities and other assets and impact our ability to obtain insurance coverage for operations in such areas at reasonable rates.

Factors including, but not limited to, past acts of terrorism, threats of additional terrorist attacks, drug-related violence in Mexico, pirate attacks and vessel seizures off the [added: east and west] coasts of Africa, national government travel advisories, political instability in North Africa, the Middle East and elsewhere and general concerns over the safety and security aspects of traveling have had a significant adverse impact on demand and pricing in the travel and vacation industry in the past and may have an adverse impact in the future.

Decreases in demand may lead to price reductions, which in turn [removed: could] [added: would] reduce our profitability.

Incidents involving cruise ships, [removed: and,] in particular our cruise ships, [added: and] media coverage thereof, as well as adverse media publicity concerning the cruise vacation industry in general, or unusual weather patterns or other natural disasters or disruptions, such as hurricanes and earthquakes, could impact demand for our cruises.

In addition, any events which impact the travel industry more generally may negatively impact guests’ ability or desire to travel to or from our [removed: ships,] [added: ships] or interrupt our ability to obtain services and goods from key vendors in our supply chain.

Any of the foregoing could have an adverse impact on our result of operations and on [removed: future industry] [added: the cruise business] performance.

Reports and media coverage of ship incidents at sea or while in port, including missing guests, improper conduct by our employees, guests or agents, crimes, [added: dissatisfied guests,] crew and guest [removed: illnesses] [added: illnesses,] such as incidents of stomach flu, parasitic outbreaks or other contagious diseases, security breaches, terrorist threats and attacks and other adverse events can result in negative publicity, which could lead to a negative perception regarding the safety of our ships and the satisfaction of our guests.

The considerable expansion in the use of social media over recent years has increased the ways in which our reputation can be impacted, and the speed with which it [removed: can occur.]

Such events could lead to an adverse impact on our financial condition or results of [removed: operations.][added: operations, if not mitigated by our insurance coverage.]

As a result of any ship or other incidents, [removed: such as the _Costa Concordia_ incident,] litigation claims, enforcement actions and regulatory actions and investigations, including, but not limited to, those arising from personal injury, loss of life, loss of or damage to personal property, business interruption losses or environmental damage to any affected coastal waters and the surrounding area, may be asserted or brought against various parties including us and/or our cruise brands.

[removed: Subject to applicable insurance coverage, we] [added: We] may also incur costs both in defending against any claims, actions and investigations and for any judgments, fines, civil or criminal penalties if such claims, actions or investigations are adversely [removed: determined.][added: determined and not covered by our insurance policies.]

It is possible that jurisdictions or ports-of-call that we regularly visit may also decide to assess new taxes or fees or change existing taxes or fees specifically targeted to the cruise [removed: business,] [added: industry,] its employees and guests, including, but not limited to, value added taxes on cruise tickets and onboard revenues and changes in the scope of income that is includable within tonnage tax regimes, which could increase our operating costs and could decrease the demand for cruises and ultimately decrease our net revenue yields and net income.

Various agencies and regulatory organizations have enacted or are considering new regulations or policies, such as [removed: requirements to use lower sulfur content fuels and] stricter emission limits to reduce GHG effects, which could adversely impact the cruise [removed: business.][added: industry.]

As described in “Maritime Environmental Regulations” as referenced below, these changes will result in reductions in ship [removed: sulfur oxide] [added: SOx] emissions by requiring progressive reductions in the sulfur content in fuel or the use of abatement technologies.

The increase in fuel prices [removed: impacts not only our fuel costs, but also some of] [added: caused by these regulations may impact] our other [removed: expenses,] [added: expenses] including, but not limited to, [removed: crew and guest travel,] freight and commodity prices and may have an adverse impact on our profitability.

[removed: Initiatives] [added: In 2012, initiatives] to limit GHG emissions [removed: have recently been] [added: were] introduced in Australia and are being considered in several European countries.

[removed: Current and future environmental] [added: Environmental] laws and [removed: regulations,] [added: regulations] or liabilities arising from past or future releases of, or exposure to, hazardous substances or vessel discharges, including ballast water and waste disposal, could materially increase our cost of compliance or otherwise adversely affect our business, results of operations and financial condition.

“Cruise [removed: Business- Governmental] [added: Business-Governmental] Regulations—Maritime Regulations” for additional information regarding these risks.

We believe that substantially all of the income earned by Carnival Corporation, Carnival plc and their ship owning or operating subsidiaries qualifies for taxation based on ship [removed: tonnage,] [added: tonnage and] are exempt from taxation or are otherwise subject to minimal taxes in the jurisdictions where the entities are incorporated or do business.

As budgetary constraints continue to adversely impact the jurisdictions in which we operate, [added: or for other reasons,] increases in income tax regulations affecting our operations may be imposed.

| _•_ | | _Our [removed: ability] [added: inability] to implement our shipbuilding programs and ship repairs, maintenance and refurbishments on terms that are favorable or consistent with our expectations could reduce our profitability. In addition, we expect increases to our repairs and maintenance expenses and refurbishment costs as our fleet ages._ |

The construction, repair, maintenance and refurbishment of cruise ships are complex processes and involve risks similar to those encountered in other large and sophisticated construction, repair, maintenance and refurbishment [removed: projects, which could cause delays and cost overruns in completing such work.][added: projects.]

As our fleet ages, our repair and maintenance expenses will increase, such as the required 25 year survey that is more [removed: exhaustive] [added: exhaustive,] and thus may require additional repair and maintenance work to be performed.

[removed: In addition, other events, such as work stoppages, other labor actions,] insolvencies, “force majeure” events or other financial difficulties experienced at the shipyards and their subcontractors and suppliers who build, repair, maintain or refurbish our ships could also delay or prevent the delivery of our ships under construction and prevent or delay the completion of the refurbishment, repair and maintenance of existing ships in our fleet.

As of November 30, [removed: 2012,] [added: 2013,] we had entered into foreign currency zero cost collars for a portion of the cost in U.S. dollars and sterling of two of our euro-denominated shipbuilding contracts.

| _•_ | | _Lack of continuing availability of attractive, convenient and safe port destinations [added: on terms that are favorable or consistent with our expectations] could adversely affect our net revenue yields and net income._ |

The continuing availability of these types of [removed: ports,] [added: ports on terms that are favorable or consistent with our expectations,] including the port facilities where our guests embark and disembark, is affected by a number of factors including, but not limited to, existing capacity constraints (particularly during the Caribbean winter months and Mediterranean summer months), security, safety and environmental concerns, adverse weather conditions and other natural disasters, financial limitations on port development, political instability, exclusivity arrangements that ports may have with our competitors, [added: port operator consolidation,] local governmental [removed: regulations] [added: regulations, such as those recently enacted that will limit cruise ship operations in the highly popular port of Venice, Italy] and fees and local community concerns about both port development and other adverse impacts on their communities from additional tourists.

[removed: The majority] [added: Primarily all] of our guests book their cruises through independent travel agents, including wholesalers, general sales agents and tour operators.

In addition, we [added: currently] extend credit to certain of our larger European travel agents and tour operators and, accordingly, if such agents and operators cannot repay their debts to us, it will adversely impact our cash flows and operations.

Given the mobility of our ships, we can mitigate some of this risk by redeploying our ships to more profitable regions as guests’ tastes change and if economic or other conditions warrant.

We may be able to mitigate some of the risk of fuel price increases by continuing to reduce our fuel consumption.

Furthermore, we expect to install scrubbers on most of our ships between 2014 and 2019.

As a result of installing these scrubbers, we believe the cost of complying with more stringent emission regulations will not be significant to our results of operations.

We may experience similar or other incidents in the future, even though we have and will implement policies, procedures and best practices to limit their future occurrence.

It is possible that the initiatives we implement to increase our net revenue yields as a result of our 2012 and 2013 ship incidents may not be effective, and our pricing and profitability may not return to pre-incident or higher levels.

We have implemented crew training and ship cleaning protocols to limit the spread of contagious diseases, but such actions may not be sufficient to fully mitigate this risk.

However, we do maintain an inventory of certain strategic spare parts to help mitigate this risk.

We have implemented various safety and security policies, procedures and best practices to help mitigate this risk, but it is still possible that they could occur.

can occur.

We leverage the reach and impact of digital marketing and social media, such as Facebook, Twitter, YouTube, Blog, Google+, Flickr, Instagram and Pinterest to provide accurate information to the media, popular bloggers, fans and brand advocates to mitigate some of the risk of negative publicity.

As a result of these amendments, we have elected to install scrubbers on most of our ships, which we believe will enable our SOx emissions to meet the MARPOL current and probable future requirements without the use of low sulfur fuel, in all material respects.

However, if this type of technology is not widely used within the shipping industry it is possible that there could be limited availability of high sulfur fuels because of low demand and the cost of such fuel may increase.

We could experience delays and cost overruns in completing such work.

In addition, other events, such as work stoppages, other labor actions,

These events could adversely affect our profitability, including delays or cancellations of cruises or unscheduled dry-docks and repairs.

We partially own GBSL, the largest cruise ship repair facility in the world, which helps mitigate a portion of this risk.

In order to mitigate this risk, among other things, we work with port authorities and others to educate them on the benefits derived from cruising as well as taking actions to address their concerns, if appropriate.

However, we have entered into agreements with certain of our larger European travel agents and tour operators to mitigate this risk.

These systems and technologies may require refinement, updating and replacement with more advanced systems in the future.

It is possible that our programs to motivate previous guests to cruise with us again may not be successful and they may elect not to cruise with us again.

Alternatively, without these investments these older ships may become less competitive, which could result in lower profitability and ship impairment charges.

The used cruise ship market is small.

Accordingly, if we need to dispose of a ship, we cannot be assured of finding a viable buyer to purchase it at a price that meets our expectations, which could result in ship impairment charges and losses on ship disposals.

profitability may be lower than anticipated.

To partially mitigate this risk, we strategically time the introduction of new ships into our brands to allow ample time to further grow their guest base and absorb our new capacity.

We do not have employment agreements with our officers, except for our President and Chief Executive Officer and the Chief Executive Officer of Costa.

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 minimize credit risk exposure by normally conducting business with large, well established financial and other institutions and by diversifying our counterparties.

Our inability to restore consumers’ confidence in our Carnival Cruise Lines or Costa brands would have an adverse impact on our long-term profitability.

In order to partially mitigate this risk before we expand our presence in a new region, we, among other things, research and analyze the region’s characteristics and other attributes in order to determine if such an expansion is reasonable without taking undue risks.

Furthermore, we convert significant amount of these currencies into U.S. dollar.

We partially mitigate some of our newbuild currency exchange rate risk by purchasing currency derivative instruments.

All statements other than statements of historical facts are statements that could be deemed forward-looking statements.

These statements are based on current expectations, estimates, forecasts and projections about the business in which we operate and the beliefs and assumptions of our management.

##### [Table of Contents](#toc)

We may experience similar or other incidents in the future.

As a result of these amendments, low sulfur fuel may be less available because of increased demand, and the cost of such fuel may increase.

If utilized, new sulfur emissions abatement technologies may also increase costs.

These events could adversely affect our profitability.

Also, the European shipyards that build most of our ships are currently eligible to benefit from governmental support of innovation, development, employment and export credit financing that expire in 2013.

There is no assurance that such eligibility will be extended or renewed and, therefore, we may incur higher vessel purchase prices and financing costs.

Our Corporate and cruise brands’ principal offices are located in the U.S., Australia, Continental Europe and the UK.

These systems and technologies must be refined, updated and replaced with more advanced systems on a regular basis.

We do not have employment agreements with substantially all of our officers.

This could include failures of banks or other financial service companies to fund required borrowings under our loan agreements or to pay us amounts that may become due under our derivative contracts for fuel, interest rates and foreign currencies or other agreements.

If any of the foregoing occurs it may have a negative impact on our cash flows, including our ability to meet our obligations, results of operations and financial condition.

The financial statements, together with the report thereon of PricewaterhouseCoopers LLP, dated January 29, [removed: 2013,] [added: 2014,] and the Selected Quarterly Financial Data (Unaudited) are shown in Exhibit 13 and are incorporated by reference into this Form 10-K.

[removed: With 100 cruise ships, we] [added: We] are the largest cruise company [added: with a global market share of 46%] and [added: are] among the most profitable and financially strong leisure travel companies in the [removed: world.][added: world with a market capitalization of $32 billion at January 22, 2014.]

We [removed: have a portfolio of many of the world’s best known cruise brands that] are [removed: sold in all the world’s major vacation markets and are] [added: also] a leading provider of vacations to all major cruise destinations throughout the world (see [removed: Section III.][added: Part I, Item I, Business.]

A description of the principal vacation regions where we source substantially all of our guests and our brands that market primarily to these vacationers is discussed in [removed: detail in Sections III.][added: Part I, Item1.]

[removed: “North America” and IV.][added: | North America | | | | | | | | | | | | | | |]

Our ten unique brands with worldwide sourcing of guests and diverse itinerary options allow us to expand our offerings to our [added: ever increasing] past [removed: guests,] [added: guest customer base,] while continuing to grow our business through the acquisition of new guests in established and emerging markets.

Our success also depends [removed: on, among other things,] [added: on] our ability to [added: understand our guests’ needs and consistently] exceed [removed: the] [added: their] expectations [removed: of our guests] by providing them with a wide variety of exceptional vacation experiences.

| • | | Protecting the health, safety and security of our guests, employees and all others working on our behalf, thereby promoting an organization that is free of injuries, illness and loss. [removed: The] [added: Our uncompromising commitment to the] safety of our guests and crew is paramount to [added: the success of] our business. We continue to focus on improving existing, and implementing new, safety measures onboard all of our ships. |

| • | | Protecting the environment, including the marine environment in which our vessels sail and the communities in which we [removed: operate, by minimizing adverse environmental consequences and using resources efficiently.] [added: operate.] |

| • | | Fully complying with, or exceeding, all legal and statutory requirements related to health, environment, [removed: safety and] [added: safety,] security [added: and sustainability] throughout our business activities. |

| • | | Assigning health, environment, [removed: safety and] [added: safety,] security [added: and sustainability] matters the same priority as other critical business matters. |

Our primary financial goals are to profitably grow our cruise [removed: business,] [added: business thus increasing our return on invested capital,] while maintaining a strong balance sheet.

[removed: Our ability to generate significant operating cash flows allows us] [added: Over time, we expect] to [removed: internally fund all of our capital investment program and still] have [removed: a substantial amount] [added: higher levels] of free cash flow, which we intend to return to shareholders in the form of [added: additional] dividends and opportune share buybacks.

[removed: To achieve our mission and primary financial goals, we build] [added: We are building] new [removed: and] innovative ships and continue to invest in our existing ships to strengthen the leadership position of each of our [removed: brands.][added: brands and to achieve our mission and primary financial goals.]

[removed: Our current intention is to] [added: We currently] have [removed: an average of two to three new] [added: eight] cruise ships [added: scheduled to] enter service [removed: annually,] [added: between May 2014 and June 2016,] some of which will replace existing capacity from the possible sales of older, [added: smaller or] less efficient ships.

We [removed: are] strategically [removed: timing] [added: time] the [removed: introductions] [added: introduction] of additional ships [removed: to] [added: into] our brands to allow ample time for those lines to further grow their guest base and absorb the new capacity.

In addition, we will continue to focus on increasing our fleets’ onboard revenues by adding new [added: innovative] products and services for our guests to enjoy.

Based on our current ship [removed: orders,] [added: orders and announced ship withdrawals,] our capacity growth rate is expected to be 4%, compounded annually through 2016.

Our rate of growth [removed: is slowing] [added: has slowed] in the more established regions of North America and Western Europe.

The mobility of [added: cruise] ships enables [removed: us] [added: them] to move [removed: them] between regions [added: in order] to maximize [removed: our] [added: their] profitability.

[removed: Our operating structure is decentralized, with each] [added: Each] of our major brands [removed: having] [added: has] its own [removed: headquarters and] operating team, which helps create an ownership culture that is an important driver of our performance.

We believe this approach results in delivering products and services that are tailored to specific geographic [removed: markets] [added: areas] and lifestyles, which allows us to penetrate each [removed: market] [added: geographic area] more effectively.

[removed: Although] [added: With over 100 ships and more than 10 million guests,] we [removed: operate under this decentralized structure,] [added: have a scale advantage in the cruise industry and] we [removed: leverage our size] [added: are aggressively seeking opportunities] to [added: use it to drive top-line improvements and] obtain economies of scale and synergies by [removed: consolidating] [added: utilizing] our purchasing power and implementing cross-brand initiatives aimed at [removed: cost-containment,] [added: cost containment,] such as common reservation systems, [removed: cross-selling,] shared data centers and shared port facilities.

As of January 22, [removed: 2013,] [added: 2014,] we have settled [removed: with 93%] [added: 94%] and [removed: 62%] [added: 75%] of the crew and [removed: guests,] [added: guest claims,] respectively.

Substantially all of the ship removal costs and the costs of these and [removed: any] future claims will be covered by [removed: our] insurance.

Our [removed: 100] [added: 101] ships sail to all of the world’s major cruise destinations and the percentage of our passenger capacity deployed in each of these [removed: areas] [added: regions] is as follows:

| Region | | [added: 2014 | | | |] 2013 | | | | 2012 | | |

| Caribbean | | | [added: 35 | % | | |] 33 | % | | | 35 | % |

| Europe | | | [added: 29 | | | |] 31 | [removed: %] | | | 29 | [removed: %] |

| Asia/Australia | | | [added: 12 | | | |] 10 | [removed: %] | | | 8 | [removed: %] |

| Alaska | | | [added: 5 | | | |] 6 | [removed: %] | | | 6 | [removed: %] |

| Other | | | [added: 19 | | | |] 20 | [removed: %] | | | 22 | [removed: %] |

| | | | 100 | % | | | 100 | % | [added: | | 100 | % |]

| | [removed: a_._] [added: a.] | Summary |

The multi-night cruise [removed: business] [added: industry] has grown significantly but still remains relatively small compared to the wider global vacation industry, which includes a large variety of land-based vacation alternatives around the world.

For example, there were only about [removed: 230,000] [added: 240,000] cabins in the global cruise [removed: business] [added: industry] at November 30, [removed: 2012,] [added: 2013,] which is less than two percent of the number of worldwide hotel rooms.

[removed: Within the global vacation industry, cruise companies compete for the discretionary income spent by vacationers, and a 2012] [added: A 2013] Nielsen Global Consumer Confidence Survey found that after providing for savings and living expenses, the number one global spending priority is for vacations.

As a result of these and other favorable cruise [removed: business] [added: industry] characteristics, we believe that the cruise [removed: business] [added: industry] has the opportunity to capture a greater share of consumers’ [removed: spending on vacations compared to prior periods.][added: spending.]

| | b. | Favorable Characteristics of the Cruise [removed: Business] [added: Industry] |

| | [removed: 1_._] [added: 1.] | Exceptional Value Proposition |

[removed: We believe that cruising] [added: Cruising] provides many relatively unique benefits, such as transportation to various destinations while also providing accommodations, a generous diversity of food choices and a selection of daily entertainment options for one all-inclusive, competitive price.

We operate 101 cruise ships within a portfolio of ten leading cruise brands that sell cruise products and services in all the world’s major vacation markets.

A.

“Cruise Business – North America” and “Cruise Business – Europe, Australia & Asia.”

Our ability to generate significant operating cash flows allows us to internally fund all of our capital investments.

We are also committed to maintaining our strong investment grade credit ratings, which are among the highest in the leisure travel industry.

In 2013, we continued to enhance our fleet with the debut of Princess Cruises’ 3,560-passenger _Royal Princess_ and AIDA Cruises’ 2,194-passenger _AIDAstella_.

In 2013, we more than doubled our presence in China and launched our first season of cruises originating from Japan.

In 2013, we also opened ten sales offices throughout Asia to support our continued expansion plans in this important emerging cruise region.

We recently realigned our leadership team and changed our work processes and our incentive structures to enable our brands to more efficiently collaborate and coordinate among each other, which will help us to further optimize our operations.

Our leadership team has identified and will continue to identify opportunities to use our scale to drive initiatives to increase our revenues and optimize our cost structure with the goal of improving our return on invested capital.

In addition, we have heightened our focus on the guest experience and further exceeding guest expectations.

Some of our most important cross-brand initiatives have been aimed at further improving our safety training, continuing to enhance our fleet to further increase our guest and crew safety and comfort, further reducing our fuel consumption and limiting the financial impact of low sulfur fuel usage requirements while achieving regulatory environmental objectives.

In addition, we have streamlined certain support functions to gain efficiencies and achieve cost savings.

In 2013, we furthered our environmental efforts through the successful testing of a new exhaust gas cleaning “scrubber” technology and plan to install scrubbers on most of our ships.

In addition to exceeding stricter air emission standards, this technology will help mitigate higher fuel costs on these ships.

As 2014 progresses, we will continue to implement a number of strategic initiatives designed to fuel our earnings power, drive cash flow and improve return on invested capital over time.

In 2012 and 2013, we had voyage disruptions that drew public attention to the safety and reliability of our products and services.

Although the frequency of our incidents relative to our size is below the cruise industry average, the negative publicity we received significantly impacted the reputation and, accordingly, the demand for two of our largest brands, Costa Cruises (“Costa”) and Carnival Cruise Lines.

We have, and continue to, take steps to help ensure that our cruise products and services are safe and reliable and that in the rare event of a ship incident, our guests and crew are comfortably returned to port.

Safety of our guests and crew is our utmost concern and key to our continuing success.

These incidents, in combination with the uncertain global economic conditions significantly impacted our results in 2012 and 2013.

However, we are confident that our business will continue to recover over the next few years.

In order to achieve our financial goals, we are also committed to rebuilding the image and reputation of Costa and Carnival Cruise Lines by regaining the confidence of their guests and travel agents.

The reputation of Costa has significantly improved during 2013 and we expect this improvement to continue in the future.

In 2013, Costa did return to profitability, excluding the impact of ship impairment charges related to two of its smaller vessels, and we expect to see an increase in Costa’s profitability in 2014 despite softer economies in Southern Europe.

After successfully up righting _Costa Concordia_ in 2013, we are working with the insurers, local authorities and industry leading salvage experts to remove the ship from the coast of Italy in 2014 while minimizing any environmental impact from the 2012 ship incident.

As of January 22, 2014 according to national market research data Carnival Cruise Lines, which is our largest cruise brand, has recovered more than 75% of the loss in its brand perception and more than 80% of the loss in its brand consideration among first-time cruisers, while its brand consideration among past cruisers has exceeded pre-incident levels.

Having already implemented several strategies to enhance its operations and strengthen its public perception, we believe that over time the brand will continue to recover its reputation and increase its profitability.

Earlier this year, Carnival Cruise Lines announced an estimated $300 million vessel enhancement program, which is part of a corporate-wide program that will take place over the next several years and is expected to cost as much as $700 million, to improve emergency power capabilities, to introduce new or enhanced fire safety technology and to increase the level of operating redundancies across its entire fleet.

In addition to the operational enhancements, Carnival Cruise Lines has launched a new travel agent outreach program designed to strengthen relationships by opening the lines of communication and implementing changes based on travel agent feedback.

The most important goal of this program is to let travel agents know that Carnival Cruise Lines appreciates, needs and relies on them and values their insight and support.

As part of the program, Carnival Cruise Lines has implemented a number of initiatives, including a simplified pricing structure, enhanced travel agent website capabilities and new group promotions.

Further, they have launched a new nationwide advertising campaign to stimulate consumer interest by sharing memorable vacation moments from past guests.

Carnival Cruise Lines has also introduced a new industry-leading vacation guarantee, whereby guests will receive a 110% refund of their cruise fare plus return travel arrangements if they are not satisfied with their cruise

for any reason and provide notification within the first 24 hours of the voyage.

We believe that Carnival Cruise Lines will successfully implement these and other strategies and programs, along with a number of innovative product enhancement initiatives, which will lead to continuing improvement in its reputation, which in turn will drive additional guest demand and increase profitability.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

“Europe, Australia & Asia.”

We believe that adding newer, more efficient ships, as well as improving our existing fleet, will have a positive impact on our profitability.

We currently have nine cruise ships scheduled to enter service between March 2013 and March 2016, two of which will enter service in 2013.

Currently, our most important cross-brand initiatives are aimed at improving our safety training and reducing our fuel consumption.

Following the _Costa Concordia_ incident (“the ship incident”) in January 2012, we announced a comprehensive audit and review of all safety and emergency response procedures across our ten brands to identify lessons learned and best practices, which reinforces our commitment to the safety of our guests and crew.

We engaged outside industry-leading experts to assist in these audits and reviews.

As a result, we have and will continue to implement improvements to our already established procedures for bridge operations, quality assurance and auditing of ship operations, bridge officer training, safety and emergency response and crew training programs.

We are also improving the structure and organization of our existing Health, Environmental, Safety and Security (“HESS”)-related audit functions and our HESS-related management systems.

In addition, as members of Cruise Lines International Association (“CLIA”) and the European Cruise Council (“ECC”), we are also enhancing existing or implementing additional safety policies that are a result of the CLIA/ECC Cruise Industry Operational Safety Review that was initiated after the ship incident.

_Costa Concordia_ is expected to be removed from the coast of Italy during 2013.

We remain committed to minimizing any environmental impact from the ship incident.

We are committed to rebuilding Costa Cruises’ (“Costa”) reputation and strengthening its trust with guests and travel agents after the ship incident.

Accordingly, Costa has launched a number of initiatives, including enhancements to existing safety and security procedures, training and related processes.

In addition, Costa has initiated a major international advertising campaign called the “Real Costa” that targets consumers in its key markets.

The primary goal of the campaign is to enhance Costa’s image and describe its exceptional vacation experiences through the perspective of its guests and crew.

The Real Costa campaign focuses on Costa’s excellent products and services as reflected in Costa’s high guest satisfaction rates.

Over the next few years, we expect to fully recover from the ship incident and continue to build on our leadership positions.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cruise Programs | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

Cruise guests tend to rate their overall satisfaction with a cruise vacation higher than comparable land-based hotel and resort vacations.

Based on industry data, the 2012 annual penetration rate, computed based on the number of annual cruise passengers as a percentage of the total population, is 3.4% for North America, 2.7% for the United Kingdom (“UK”), 2.7% for Australia and 1.4% for continental Europe (continental Europe represents Germany, Italy, Spain, France and Portugal).

The range of pricing varies by a wide margin, from a three-day cruise in an inside cabin on a contemporary line embarking at a local home port to a world cruise in a balcony suite on a luxury brand requiring air transportation to and from the port.

Our current intention is to have an average of two to three new cruise ships enter service annually.

As a result of these factors and other reasons, the cruise business supply growth has recently slowed, and we expect demand to accelerate as the global economy recovers and emerging markets continue to develop.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2006 | | | 337,000 | | | | 140,000 | |

| 2014 (a) | | | 483,000 | | | | 211,000 | |

| 2015 (a) | | | 502,000 | | | | 221,000 | |

| | | Cruise Passengers | | | | | | | | | | | | | | |

| 2006 | | | 10,380,000 | | | | 4,800,000 | | | | 15,180,000 | | | | 7,008,000 | |

| 2011 | | | 11,520,000 | | | | 9,090,000 | | | | 20,610,000 | | | | 9,559,000 | |

| 2012(b) | | | 11,790,000 | | | | 9,400,000 | | | | 21,190,000 | | | | 9,829,000 | |

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | |

On [removed: May 3,] [added: July 5,] 2012, [removed: an action was] [added: two actions were] filed in the [removed: United States District] [added: Circuit] Court [removed: for the Southern District of] [added: serving Miami-Dade County,] Florida naming as defendants Carnival Corporation, Carnival [added: Corporation &] plc, Costa [added: Cruise Lines, Inc., Costa] Crociere S.p.A. and [removed: Costa Cruise Lines, Inc. (Giglio Sub] [added: Joseph Farcus P.A. (Scimone] v.

On [removed: September 26, 2012, the court granted] [added: March 21, 2013,] the [removed: defendants’] [added: defendants filed a] motion to dismiss the plaintiffs’ claims to Italy based on the _forum non conveniens_ doctrine.

The action was filed by two plaintiffs in connection with the [removed: ship incident in January 2012.][added: 2012 Ship Incident.]

Carnival [removed: Corp.).][added: Corp. and Abeid-Saba v.]

The plaintiffs filed the [removed: action] [added: actions] in connection with the [removed: ship incident in January 2012.][added: 2012 Ship Incident.]

The [removed: action contains] [added: plaintiffs allege] claims for negligence, product liability, professional negligence and intentional tort.

The [removed: complaint seeks] [added: complaints seek] economic and compensatory damages, attorneys’ fees, costs and interest.

The plaintiffs state they will amend their [removed: complaint] [added: complaints] to state a claim for punitive damages.

The defendants removed the [removed: case] [added: cases] to the United States District Court for the Southern District of Florida and moved to dismiss [added: the plaintiffs’ claims] to Italy based on _forum non conveniens_ and the forum selection clauses in certain of the plaintiffs’ Passage Ticket Contracts.

The [removed: plaintiffs] [added: plaintiffs, consisting of ten Spanish citizens,] filed the action in connection with the [removed: ship incident in January 2012.][added: 2012 Ship Incident.]

The [removed: plaintiffs’] [added: plaintiffs allege] claims are for maritime negligence, negligent hiring, supervision and retention, negligent training, gross negligence, intentional tortious conduct, intentional infliction of emotional distress, wrongful death under Florida law and breach of contract.

The plaintiffs allege claims for design defect, negligent training and operations and gross negligence.

The defendants also filed a motion for summary judgment on May 23, 2013.

On December 31, 2013, the court denied both motions without prejudice to re-file.

The court ordered plaintiffs to file a third amended complaint refining their causes of action by January 10, 2014.

On January 10, 2014, the plaintiffs filed a third amended complaint against Carnival Corporation only.

The complaint alleges negligence, gross negligence and _res ipsa loquitur_.

The defendant has until January 29, 2014 to answer the complaint or file a new motion to dismiss.

Carnival Corp).

The plaintiffs filed motions to remand the cases back to state court.

On February 15, 2013, the federal court granted the motions to remand, which were affirmed by the U.S. Court of Appeals for the Eleventh Circuit on July 1, 2013.

On July 19, 2013, the state court assigned to hear Abeid-Saba granted the defendants’ motion to dismiss all the plaintiffs’ claims to Italy based on the _forum non conveniens_ doctrine.

The same day, the state court assigned to hear Scimone granted the defendants’ motion to dismiss all of the foreign plaintiffs’ claims to Italy based on the _forum non conveniens_ doctrine; however, the motion was denied as to the 17 plaintiffs who are U.S. citizens.

The plaintiffs have filed notices of appeal of the dismissal of the orders in both cases.

In Scimone, the defendants have filed a notice of appeal from the denial of its motion to dismiss the claims of the U.S. plaintiffs.

A motion to dismiss the claims of the U.S. plaintiffs in Scimone based on forum selection clauses in the Passage Ticket Contracts was heard on December 5, 2013 and a ruling is pending.

The defendants were served on June 20, 2013.

The UK Maritime & Coastguard Agency and the U.S. Department of Justice are investigating allegations that _Caribbean Princess_ breached international pollution laws.

We are cooperating with the investigations, including conducting our own internal investigation into the matter.

On January 26, 2012, a purported class action was filed in the United States District Court for the Northern District of Illinois (Eastern Division) naming as defendants Costa Crociere S.p.A., Carnival Corporation and Carnival plc (Gary Lobaton v.

Carnival Corporation, Carnival plc and Costa Crociere S.p.A.).

The defendants have been served with the action.

The plaintiff purports to represent an alleged class of the passengers and crew of _Costa Concordia_ who were on board the ship during the ship incident in January 2012.

The complaint alleges the defendants violated the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, breached contracts with employees and passengers and acted negligently.

The plaintiff also alleges unjust enrichment.

The complaint seeks unspecified monetary and punitive damages, interests and costs, among other things.

Carnival Corporation).

The defendants have been served with the action.

The plaintiffs are a purported class of business owners and wage earners on Giglio Island in Italy who claim they have been injured as a result of the ship incident in January 2012.

The plaintiffs allege negligence, gross negligence and nuisance against the defendants.

The complaint seeks monetary damages in the amount of $75 million, punitive damages, interests, costs and an injunction that future travel near Giglio Island will be conducted at safe distances.

The plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit, which is pending.

The case is scheduled for trial in June 2013.

##### [Table of Contents](#toc)

On July 5, 2012, an action was filed in the Circuit Court serving Miami-Dade County, Florida naming as defendants Carnival Corporation, Carnival Corporation & plc, Costa Cruise Lines, Inc., Costa Crociere S.p.A. and Joseph Farcus P.A. (Scimone v.

The defendants have been served with the action.

The case is scheduled for trial in 2014.

On July 5, 2012, an action was filed in the Circuit Court serving Miami-Dade County, Florida naming as defendants Carnival Corporation, Carnival Corporation & plc, Costa Cruise Lines, Inc., Costa Crociere S.p.A. and Joseph Farcus P.A. (Abeid-Saba v.

Carnival Corp.).

The defendants have been served with the action.

The action contains claims for maritime negligence, gross negligence, negligence-product defect as to Carnival Corporation, professional negligence in ship design, intentional failure to warn, intentional failure to abandon ship, intentional failure to notify authorities, corporate policies and practice, intentional infliction of emotional distress, negligent retention, fraudulent misrepresentation and fraud in the inducement.

The complaint seeks economic and compensatory damages, attorneys’ fees, costs and interest.

The plaintiffs state they will amend their complaint to state a claim for punitive damages.

The defendants removed the case to the United States District Court for the Southern District of Florida and moved to dismiss to Italy based on _forum non conveniens_ and the forum selection clauses in certain of the plaintiffs’ Passage Ticket Contracts.

On July 13, 2012, an action was filed in the United States District Court for the Southern District of Florida naming as defendants Carnival Corporation, Carnival Corporation & plc, Costa Cruise Lines, Inc., and Costa Crociere S.p.A (Warrick v.

Carnival Corp.).

The defendants have been served with the action.

The plaintiffs, consisting of five U.S. citizens, filed the action in connection with the ship incident in January 2012.

Three of the plaintiffs were passengers on the ship and they assert claims for fraudulent misrepresentation, maritime negligence, gross negligence, intentional infliction of emotional distress, negligent hiring, fraudulent inducement and deceptive trade practices arising out of the incident, as well as vicarious liability and actual and apparent agency.

The remaining two plaintiffs did not sail because one did not have the required visa and the other opted to also stay behind.

These two plaintiffs assert claims for breach of contract, fraudulent misrepresentation and unjust enrichment.

The complaint seeks economic and compensatory damages, punitive damages, attorneys’ fees, costs and interest.

The defendants have moved to dismiss the plaintiffs’ claims to Italy based on _forum non conveniens_ and the forum selection clauses in the plaintiffs’ Passage Ticket Contracts.

On September 4, 2012, an action was filed in the United States District Court for the Southern District of Florida naming as defendants Carnival Corporation, Costa Cruise Lines Inc., and Costa Crociere S.p.A.

(Perez v.

Carnival Corp.).

The plaintiffs, consisting of 154 individuals, filed the action in connection with the ship incident in January 2012.

The action seeks damages for negligence, negligent retention, and negligent training (against Carnival Corporation only).

The defendants moved to dismiss to Italy based on the _forum non conveniens_ doctrine and the forum selection clauses in certain of the plaintiffs’ Passage Ticket Contracts.

For the fiscal year ended November 30, [removed: 2012] [added: 2013] or

| Commission file number: [removed: 1-9610] [added: 001-9610] | | | | Commission file number: [removed: 1-15136] [added: 001-15136] |

| Carnival Corporation [removed: (Exact name of registrant as specified in its charter)] | | [removed: ] [added: ] | | Carnival plc [removed: (Exact name of registrant as specified in its charter)] |

| Republic of Panama [removed: (State or other jurisdiction of incorporation or organization)] | | | England and Wales [removed: (State or other jurisdiction of incorporation or organization)] | |

| [removed: 59-1562976] (I.R.S. Employer Identification No.) | | | | [removed: 98-0357772] (I.R.S. Employer Identification No.) |

| (305) 599-2600 [removed: (Registrant’s telephone number, including area code)] | | | | 011 44 20 7940 5381 [removed: (Registrant’s telephone number, including area code)] |

| Name of each exchange on which registered [removed: New York Stock Exchange, Inc.] | | | | Name of each exchange on which registered [removed: New York Stock Exchange, Inc.] |

| The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was [removed: $12.3] [added: $12.8] billion as of the last business day of the registrant’s most recently completed second fiscal quarter. | | The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was [removed: $5.9] [added: $6.2] billion as of the last business day of the registrant’s most recently completed second fiscal quarter. |

| At January 22, [removed: 2013,] [added: 2014,] Carnival Corporation had outstanding [removed: 592,310,060] [added: 592,239,644] shares of its Common Stock, $0.01 par value. | | At January 22, [removed: 2013,] [added: 2014,] Carnival plc had outstanding [removed: 215,466,538] [added: 215,712,872] Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and [removed: 592,310,060] [added: 592,239,644] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. |

FOR THE FISCAL YEAR ENDED NOVEMBER 30, [removed: 2012][added: 2013]

| Item 1. | | [removed: [Business](#tx387954_1)] [added: [Business](#tx645418_1)] | | | 4 | |

| Item 1A. | | [Risk [removed: Factors](#tx387954_2)] [added: Factors](#tx645418_2)] | | | [removed: 29] [added: 31] | |

| Item 1B. | | [Unresolved Staff [removed: Comments](#tx387954_3)] [added: Comments](#tx645418_3)] | | | [removed: 39] [added: 40] | |

| Item 2. | | [removed: [Properties](#tx387954_4)] [added: [Properties](#tx645418_4)] | | | [removed: 39] [added: 40] | |

| Item 3. | | [Legal [removed: Proceedings](#tx387954_5)] [added: Proceedings](#tx645418_5)] | | | [removed: 39] [added: 40] | |

| Item 4. | | [Mine Safety [removed: Disclosures](#tx387954_6)] [added: Disclosures](#tx645418_6)] | | | 41 | |

| Item 5. | | [Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx387954_7)] [added: Securities](#tx645418_7)] | | | 42 | |

| Item 6. | | [Selected Financial [removed: Data](#tx387954_8)] [added: Data](#tx645418_8)] | | | 44 | |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx387954_9)] [added: Operations](#tx645418_9)] | | | 44 | |

| Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#tx387954_10)] [added: Risk](#tx645418_10)] | | | 44 | |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#tx387954_11)] [added: Data](#tx645418_11)] | | | 44 | |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx387954_12)] [added: Disclosure](#tx645418_12)] | | | 44 | |

| Item 9A. | | [Controls and [removed: Procedures](#tx387954_13)] [added: Procedures](#tx645418_13)] | | | [removed: 45] [added: 44] | |

| Item 9B. | | [Other [removed: Information](#tx387954_14)] [added: Information](#tx645418_14)] | | | [removed: 45] [added: 44] | |

| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx387954_15)] [added: Governance](#tx645418_15)] | | | 45 | |

| Item 11. | | [Executive [removed: Compensation](#tx387954_16)] [added: Compensation](#tx645418_16)] | | | 45 | |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx387954_17)] [added: Matters](#tx645418_17)] | | | [removed: 46] [added: 45] | |

| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx387954_18)] [added: Independence](#tx645418_18)] | | | 46 | |

| Item 14. | | [Principal Accountant Fees and [removed: Services](#tx387954_19)] [added: Services](#tx645418_19)] | | | 46 | |

| Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx387954_20)] [added: Schedules](#tx645418_20)] | | | [removed: 47] [added: 46] | |

The information described below and contained in the Registrants’ [removed: 2012] [added: 2013] annual report to shareholders to be furnished to the U.S. Securities and Exchange Commission pursuant to Rule 14a-3(b) of the Securities Exchange Act of 1934 is shown in Exhibit 13 and is incorporated by reference into this joint [removed: 2012] [added: 2013] Annual Report on Form 10-K (“Form 10-K”).

10-K 1 d645418d10k.htm 10-K

| (Exact name of registrant as specified in its charter) | | | (Exact name of registrant as specified in its charter) | |

| (State or other jurisdiction of incorporation or organization) | | | (State or other jurisdiction of incorporation or organization) | |

| 59-1562976 | | | 98-0357772 | |

| 3655 N.W. 87th Avenue | | | | Carnival House, 5 Gainsford Street, |

| Miami, Florida 33178-2428 | | | | London SE1 2NE, United Kingdom |

| (Address of principal executive offices and zip code) | | | | (Address of principal executive offices and zip code) |

| (Registrant’s telephone number, including area code) | | | | (Registrant’s telephone number, including area code) |

| New York Stock Exchange, Inc. | | | | New York Stock Exchange, Inc. |

10-K 1 d387954d10k.htm 10-K

| | | | | |

| 3655 N.W. 87th Avenue Miami, Florida 33178-2428 (Address of principal executive offices and zip code) | | | | Carnival House, 5 Gainsford Street, London SE1 2NE, United Kingdom (Address of principal executive offices and zip code) |

| | | |

| | | |

| | | |

| Portions of the Registrants’ [removed: 2013] [added: 2014] joint definitive Proxy Statement, to be filed with the U.S. Securities and Exchange Commission, are incorporated by reference into this Form 10-K under the items described below. | | |

As of January 22, [removed: 2013,] [added: 2014,] the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

| Princess | | Santa Clarita, CA U.S.A. | | [removed: 449,000] [added: 303,000] | | Lease |

| Holland America Line, Holland America Princess Alaska Tours and Seabourn | | Seattle, WA U.S.A. | | [removed: 237,000] [added: 244,000] | | Lease |

| Costa | | Genoa, Italy | | [removed: 218,000/23,000] [added: 220,000/27,000] | | Own/Lease |

| AIDA | | Rostock, Germany | | [removed: 153,000/53,000] [added: 141,000/95,000] | | Own/Lease |

In addition, we own, lease or have controlling interests in port facilities in Barcelona, Spain; Cozumel, Mexico; Grand Turk, Turks & Caicos Islands; Juneau, Alaska; Long Beach, [removed: California] [added: California; Puerto Plata, Dominican Republic] and Roatán, Honduras.

“Cruise Business.” The hotel properties owned and operated by Holland America Princess Alaska Tours and the [removed: two] cruise [removed: ships] [added: ship] that we own and charter-out under [added: a] long-term bareboat charter [removed: agreements] [added: agreement] are also briefly described in Part I, Item 1.

[removed: “Cruise Business.”][added: Business.]

Information about our cruise ships, including the number each of our cruise brands operates, their passenger capacity and their primary regions or countries from which they source their guests, as well as information regarding our cruise ships under construction may be found under Part I, [removed: Business.][added: Item 1.]

Our cruise ships in operation, headquarters, ports, private islands and other shoreside [removed: facilities and] [added: facilities, including] Holland America Princess Alaska Tours’ properties are all well maintained and in good condition.

| | | | | | | |

“Cruise Business – Maritime Regulations.”

| Name | | Age | | [added: | |] Years of Service (a) | | Title |

| Micky Arison | | [removed: 63] | [added: 64] | [removed: 41] | | [added: 42 | |] Chairman of the [removed: Board] [added: Boards] of Directors [removed: and Chief Executive Officer] |

| David Bernstein | | [removed: 55] | [added: 56] | [removed: 14] | | [removed: Senior Vice President and] [added: 15 | |] Chief Financial Officer |

| [removed: Alan B. Buckelew] [added: Arnold W. Donald] | | [removed: 64] | [added: 59] | [removed: 35] | | [added: 13 | |] President and Chief Executive Officer [removed: of Princess] [added: and Director] |

| Gerald R. Cahill | | [removed: 61] | [added: 62] | [removed: 18] | | [added: 19 | |] President and Chief Executive Officer of Carnival Cruise Lines |

| David Dingle | | [removed: 55] | [added: 56] | [removed: 34] | | [added: 35 | |] Chief Executive Officer of Carnival UK |

| Larry Freedman | | [removed: 61] | [added: 62] | [removed: 14] | | [added: 15 | |] Chief Accounting Officer and [removed: Vice President –] Controller |

| Stein Kruse | | [removed: 54] | [added: 55] | [removed: 13] | | [removed: Chairman, President and] [added: 14 | |] Chief Executive Officer of Holland America [removed: Line and Chairman of Seabourn] [added: Group] |

| Arnaldo Perez | | [removed: 52] | [added: 53] | [removed: 20] | | [removed: Senior Vice President,] [added: 21 | |] General Counsel and Secretary |

| Michael Thamm | | [removed: 49] | [added: 50] | [removed: 19] | | [added: 20 | |] Chief Executive Officer of Costa [removed: Crociere,] [added: Crociere] S.p.A |

Micky Arison has been Chairman of the [removed: Board] [added: Boards] of Directors since 1990 and a [removed: director] [added: Director] since 1987.

[removed: He] [added: David Dingle] has been Chief Executive Officer [added: of Carnival UK] since [removed: 1979.][added: 2007.]

David Bernstein has been [removed: Senior Vice President and] Chief Financial Officer since 2007.

From 2003 to 2007, he was [removed: Vice President and] Treasurer.

Buckelew has been Chief [removed: Executive] [added: Operations] Officer [removed: of Princess] since [removed: 2007.][added: December 2013.]

From [removed: 2000] [added: 2004] to [removed: 2004,] [added: November 2013,] he was [removed: Executive Vice] President and Chief [removed: Financial] [added: Executive] Officer of [removed: Princess.][added: Holland America Line.]

From [removed: 2003] [added: 1998] to 2007, he was [removed: Executive Vice President and] Chief Financial and Accounting Officer.

He has been a [removed: director] [added: Director] since [removed: 2003.][added: 2001.]

He was Chief Executive Officer [removed: of Costa Crociere, S.p.A] from [removed: 1997] [added: 1979] to July [removed: 2012.][added: 2013.]

Larry Freedman has been Chief Accounting Officer since 2007 and [removed: Vice President-Controller] [added: Controller] since 1998.

Stein Kruse has been the [removed: Chairman of the Board, President and] Chief Executive Officer of Holland America [removed: Line] [added: Group] since [removed: 2004.][added: December 2013.]

Arnaldo Perez has been [removed: Senior Vice President,] General Counsel and Secretary since [removed: 2002.][added: 1995.]

Michael Thamm has been Chief Executive Officer of Costa Crociere S.p.A. since [removed: July] 2012.

In this capacity, Mr. Thamm also has [added: full operating] responsibility for AIDA and Ibero.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| Alan B. Buckelew | | | 65 | | | 36 | | Chief Operations Officer |

| Josh Leibowitz | | | 42 | | | \- (b) | | Chief Strategy Officer |

| (b) | Less than one year. |

| --- | --- |

From 2007 to November 2013, he was Chief Executive Officer of Princess.

He was President of Princess from 2004 to November 2013.

Arnold W.

Donald has been President and Chief Executive Officer since July 2013.

He is also a Principal of AWDPLC LLC, a private investment company.

From 2010 to 2012, he was President and Chief Executive Officer of The Executive Leadership Counsel, a professional network of African-American executives of major U.S. companies.

He served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from 2006 to 2008.

Josh Leibowitz has been Chief Strategy Office since October 2013 where he oversees strategic sourcing, cross-brand marketing and corporate strategy.

From 2001 to October 2013, Mr. Leibowitz was employed by McKinsey & Co., an international consulting firm, where he ultimately served as Managing Partner of the Miami office.

In this capacity, he has full operating responsibility for Holland America Line, Princess, Seabourn and Holland America Princess Alaska Tours.

From 2004 to 2012, he was President of AIDA.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Pier Luigi Foschi | | 66 | | 15 | | Chairman and Chief Executive Officer of Carnival Asia and Chairman of Costa Crociere, S.p.A. and Director |

| Howard S. Frank | | 71 | | 23 | | Vice Chairman of the Board of Directors and Chief Operating Officer |

He has been President of Princess from 2004.

From 1998 to 2003, he was Senior Vice President Finance, Chief Financial and Accounting Officer.

David Dingle has been Chief Executive Officer of Carnival UK since June 2007.

Pier Luigi Foschi has been Chairman and Chief Executive Officer of Carnival Asia since September 2012.

He has been Chairman of the Board of Costa Crociere S.p.A since 2000.

In that capacity, Mr. Foschi also had responsibility for AIDA from 2003 to July 2012 and Ibero from 2007 to July 2012.

Howard S.

Frank has been Vice Chairman of the Board of Directors since 1993, Chief Operating Officer since 1998 and a director since 1992.

From 1998 to 2007, Mr. Freedman was also Vice President-Finance.

Mr. Kruse also serves as Chairman of the Board of Seabourn, a role he has held since 2011.

From 2003 to 2004, he was the President and Chief Operating Officer of Holland America Line.

From 1999 to 2003, he was Senior Vice President, Fleet Operations for Holland America Line.

From 1995 to 2002, he was Vice President, General Counsel and Secretary.

He was president of AIDA from 2004 to July 2012 and Senior Vice President Operations of AIDA from 1993 to 2004.

In September 2007, our Boards of Directors [removed: authorized] [added: authorized, subject to certain restrictions,] the repurchase of up to an aggregate of $1 billion of Carnival Corporation common stock [removed: and] [added: and/or] Carnival plc ordinary shares [removed: subject to certain restrictions] (the “Repurchase Program”).

During the three months ended November 30, [removed: 2012, purchases] [added: 2013, there were no repurchases] of Carnival Corporation common stock [removed: pursuant to] [added: or Carnival plc ordinary shares under] the Repurchase [removed: Program were as follows:][added: Program.]

[removed: On] [added: In] January [removed: 16,] 2013, the Boards of Directors increased the remaining [removed: authorization available] [added: $165 million] under the Repurchase Program back to $1 [removed: billion, which was fully available at January 22, 2013.][added: billion.]

In addition to the Repurchase Program, the Boards of Directors [removed: have authorized] [added: authorized, in October 2008,] the repurchase of up to 19.2 million Carnival plc ordinary shares [removed: and] [added: and, in January 2013, the repurchase of] up to 32.8 million shares of Carnival Corporation common stock under the Stock Swap programs described below.

Depending on market conditions and other factors, we may [removed: purchase] [added: repurchase] shares of Carnival Corporation common stock and/or Carnival plc ordinary shares under the Repurchase Program and the Stock Swap programs concurrently.

At January 22, [removed: 2013,] [added: 2014,] the remaining availability under the Stock Swap programs [removed: repurchase authorizations were] [added: was] 18.1 million Carnival plc ordinary shares and [removed: 32.8] [added: 32.0] million [added: shares of] Carnival Corporation common stock.

Carnival plc ordinary share repurchases under both the Repurchase Program and the Stock Swap [removed: authorizations] [added: programs] require annual shareholder approval.

The existing shareholder approval is limited to a maximum of 21.5 million ordinary shares and is valid until the earlier of the conclusion of the Carnival plc [removed: 2013] [added: 2014] annual general meeting or October [removed: 10, 2013.][added: 16, 2014.]

[removed: This] [added: Any realized] economic benefit [added: under the Stock Swap programs] is used for general corporate purposes, which could include repurchasing additional stock under the Repurchase Program.

In the event Carnival Corporation common stock trades at a premium to Carnival plc ordinary shares, we may elect to issue and sell [added: shares of] Carnival Corporation common stock through a sales [removed: agent] [added: agent, from time to time at prevailing market prices in ordinary brokers’ transactions,] and use the sale proceeds to repurchase Carnival plc ordinary shares in the UK market on at least an equivalent basis.

In the event Carnival Corporation common stock trades at a discount to Carnival plc ordinary shares, we may elect to sell existing ordinary shares of Carnival plc, with such sales made by Carnival Corporation or Carnival Investments [removed: Limited, a subsidiary of Carnival Corporation,] [added: Limited] through a sales agent, from time to time [added: at prevailing market prices] in [removed: “at the market”] [added: ordinary brokers’] transactions, and use the sale proceeds to repurchase [added: shares of] Carnival Corporation common stock in the U.S. market on at least an equivalent basis.

Any sales of Carnival plc [added: ordinary] shares have been or will be registered under the Securities Act.

| | | | | | | | | | | | | | | | | |

| 2013 | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.25 | |

Since March 2013, the remaining availability under the Repurchase Program has been $975 million.

Based on an authorization provided by the Board of Directors in October 2008, Carnival Corporation was authorized to issue and sell up to 19.2 million shares of its common stock in the U.S. market and had 18.1 million shares remaining at January 22, 2014.

Based on an authorization provided by the Board of Directors in January 2013, Carnival Corporation or Carnival Investments Limited was authorized to sell up to 32.8 million Carnival plc ordinary shares in the UK market and had 32.0 million shares remaining at January 22, 2014.

| --- | --- |

| --- | --- |

| 2010 | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.10 | |

Maintenance of a strong balance sheet allows us to return free cash flow to shareholders.

As previously discussed, since we have slowed down the pace of our newbuilding program, we currently believe this will lead to an increase in free cash flows.

The special dividend of $0.50 per share declared on November 15, 2012 is in keeping with our strategy of returning free cash flow to shareholders, which we remain committed to doing through a combination of dividends and opportune share repurchases.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | Total Number of Shares of Carnival Corporation Common Stock Purchased (a) | | | | Average Price Paid per Share of Carnival Corporation Common Stock | | | | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Repurchase Program (b) | | |

| | | | | | | | | | | (in millions) | | |

| September 1, 2012 through September 30, 2012 | | | — | | | $ | — | | | $ | 265 | |

| October 1, 2012 through October 31, 2012 | | | — | | | $ | — | | | $ | 265 | |

| November 1, 2012 through November 30, 2012 | | | 565,561 | | | $ | 38.36 | | | $ | 244 | |

| (a) | No shares of Carnival Corporation common stock were purchased outside of publicly announced plans or programs. |

| (b) | During the three months ended November 30, 2012, there were no repurchases of Carnival plc ordinary shares under the Repurchase Program. |

During 2012 and 2011, we repurchased 2.6 million and 13.5 million shares of Carnival Corporation common stock for $90 million and $413 million, respectively under the Repurchase Program.

During 2010, there were no repurchases of Carnival Corporation common stock under the Repurchase Program.

In addition, during 2011, Carnival Investments Limited, a subsidiary of Carnival Corporation, also repurchased 1.3 million ordinary shares of Carnival plc for $41 million under the Repurchase Program.

During fiscal 2012 and 2010, there were no repurchases of Carnival plc ordinary shares under the Repurchase Program.

There were 2.1 million shares of Carnival Corporation common stock repurchased for $78 million under the Repurchase Program from December 1, 2012 through January 16, 2013.

Carnival Corporation may issue and sell up to 18.1 million of its common stock in the U.S. market, which shares are to be sold from time to time at prevailing market prices in ordinary brokers’ transactions.

Carnival Corporation or Carnival Investments Limited may sell up to 32.8 million Carnival plc ordinary shares in the UK market, which shares are to be sold from time to time at prevailing market prices in ordinary brokers’ transactions.

During 2012 and 2011, no Carnival Corporation common stock or Carnival plc ordinary shares were sold or repurchased under the “Stock Swap” programs.

During 2010, Carnival Investments Limited sold 14.8 million shares of Carnival plc ordinary shares for total net proceeds of $545 million.

Substantially all of the net proceeds of these sales were used to purchase 14.8 million shares of Carnival Corporation common stock.

During the year ended November 30, 2010, no Carnival Corporation common stock was sold and no Carnival plc ordinary shares were repurchased under the “Stock Swap” program.

##### [Table of Contents](#toc)

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or [removed: submit,] [added: submit under the Securities Exchange Act of 1934,] is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms.

Our [added: President and] Chief Executive [removed: Officer, Chief Operating] Officer and [added: our] Chief Financial Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, [removed: 2012,] [added: 2013,] that they are effective as described above.

Under the supervision and with the participation of our management, including our [added: President and] Chief Executive [removed: Officer, Chief Operating] Officer and [added: our] Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the [removed: framework in] [added: 1992] Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).

Based on our evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of November 30, [removed: 2012.][added: 2013.]

PricewaterhouseCoopers LLP, the independent registered certified public accounting firm that audited our consolidated financial statements incorporated in this Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of November 30, [removed: 2012] [added: 2013] as stated in their report, which is shown in Exhibit 13 and is incorporated by reference into this Form 10-K.

There have been no changes in our internal control over financial reporting during the quarter ended November 30, [removed: 2012] [added: 2013] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as amended, we are required to provide disclosures as set forth below.

On October 17, 2012, Costa Crociere S.p.A.

(“Costa”), an Italian subsidiary of Carnival plc, entered into a general sales agent agreement with Boutimar Travel Co. Ltd (“Boutimar”), an Iranian corporation.

The agreement with Boutimar, which was entered into contrary to our compliance policy, was terminated on January 27, 2014 immediately upon discovery.

None of the guests who purchased Costa’s cruises through Boutimar were on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Office of Foreign Assets Control.

The aggregate cruise ticket payments received by Costa from these Iranian guests were approximately $215,000, net of $31,000 of retained commissions.

##### [Table of Contents](#toc)

None.

We have adopted a code of ethics that applies to our [removed: chief executive officer, chief operating officer] [added: President] and [added: Chief Executive Officer, Chief Operations Officer and] senior financial officers, including the [removed: chief financial officer, chief accounting officer] [added: Chief Financial Officer, Chief Accounting Officer] and [removed: controller] [added: Controller,] and other persons performing similar functions.

The additional information required by Item 10 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2012] [added: 2013] fiscal year, except that the information concerning the Carnival Corporation and Carnival plc executive officers called for by Item 401(b) of Regulation S-K is included in Part I of this Form 10-K.

The information required by Item 11 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2012] [added: 2013] fiscal year.

##### [Table of Contents](#toc)

Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival Corporation equity securities are authorized for issuance as of November 30, [removed: 2012.][added: 2013.]

| Plan category | | Number of securities to be issued upon exercise [removed: of outstanding options, warrants] [added: of outstanding options, warrants] and rights | | | | [removed: Weighted-average exercise] [added: Weighted-average exercise] price [removed: of outstanding] [added: of outstanding] options, [removed: warrants and] [added: warrants and] rights | | | | Number of securities [removed: remaining available] [added: remaining available] for future issuance under equity compensation plans (excluding [removed: securities reflected] [added: securities reflected] in column (1)) | | |

| Equity compensation plans [added: not] approved by security holders | | | [removed: 8,551,942] [added: \-] | [removed: (a)] | | [removed: $] | [removed: 48.10] [added: \-] | | | | [removed: 16,138,136] [added: \-] | [removed: (b)(c)] |

| Equity compensation plans not approved by security holders | | | [removed: —] [added: \-] | | | | [removed: —] [added: \-] | | | | [removed: —] [added: \-] | |

| (a) | Includes outstanding options to purchase Carnival Corporation common stock under the Carnival Corporation 2002 Stock Plan and Carnival Corporation 2001 Outside Director Stock Plan. Also includes [removed: 989,210] [added: 454,865] restricted share units outstanding under the Carnival Corporation 2002 Stock [removed: Plan, 3,088 restricted share units outstanding under the Carnival Corporation 2001 Outside Director Stock] Plan and [removed: 802,627] [added: 1,583,261] restricted share units outstanding under the Carnival Corporation 2011 Stock Plan. |

| (b) | Includes Carnival Corporation common stock available for issuance as of November 30, [removed: 2012] [added: 2013] as follows: [removed: 2,389,697] [added: 2,321,806] under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 32,731] [added: 33,365] shares subject to purchase during the current purchase period and [removed: 13,748,439] [added: 12,457,873] under the Carnival Corporation 2011 Stock Plan. |

| (c) | In addition to options, the Carnival Corporation 2011 Stock Plan provides for the award of restricted shares and restricted share units without limitation on the number of shares [removed: than] [added: that] can be awarded in either form. |

Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival plc equity securities are authorized for issuance as of November 30, [removed: 2012.][added: 2013.]

| Plan category | | Number of [removed: securities to] [added: securities to] be issued [removed: upon exercise of outstanding options, warrants] [added: upon exercise of outstanding options, warrants] and rights | | | | [removed: Weighted-average exercise] [added: Weighted-average exercise] price [removed: of outstanding options, warrants and] [added: of outstanding options, warrants and] rights (a) | | | | Number of securities [removed: remaining available] [added: remaining available] for future [removed: issuance under] [added: issuance under] equity [removed: compensation plans] [added: compensation plans] (excluding [removed: securities reflected] [added: securities reflected] in column (1)) | | |

| Equity compensation plans [removed: not] approved by security holders | | | [removed: —] [added: 5,220,591] | [added: (a)] | | [added: $] | [removed: —] [added: 49.03] | | | | [removed: —] [added: 14,984,074] | [added: (b)(c)] |

| (a) | Converted from sterling, if applicable, using the November [removed: 30, 2012] [added: 29, 2013] exchange rate of [removed: $1.60:£1.] [added: $1.63:£1.] |

| (b) | Includes outstanding options to purchase Carnival plc ordinary shares under the Carnival plc Executive Share Option Plan and Carnival plc 2005 Employee Share Plan. Also includes [removed: 823,037] [added: 852,694] restricted share units outstanding under the Carnival plc 2005 Employee Share Plan. |

The additional information required by Item 12 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2012] [added: 2013] fiscal year.

The information required by Items 13 and 14 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2012] [added: 2013] fiscal year.

| | | | 5,220,591 | | | $ | 49.03 | | | | 14,984,074 | |

| Equity compensation plans approved by security holders | | | 1,592,401 | (b) | | $ | 45.71 | | | | 18,040,259 | (c) |

| | | | 1,592,401 | | | $ | 45.71 | | | | 18,040,259 | |

| | | | 8,551,942 | | | $ | 48.10 | | | | 16,138,136 | |

| Equity compensation plans approved by security holders | | | 2,194,233 | (b) | | $ | 45.88 | | | | 16,578,671 | (c) |

| | | | 2,194,233 | | | $ | 45.88 | | | | 16,578,671 | |

[removed: | | (2) | Financial] [added: (2) Financial] Statement Schedules [removed: |]

[removed: | | (3) | Exhibits |][added: (3) Exhibits]

| [removed: /s/ Micky] [added: /s/*Micky] Arison | | | | [removed: /s/ Micky] [added: /s/*Micky] Arison |

| [removed: Chairman of the Board of Directors] [added: President] and Chief Executive Officer [added: and] | | | | [removed: Chairman of the Board of Directors] [added: President] and Chief Executive Officer [added: and] |

| [removed: Chairman of the Board of Directors] [added: President] and Chief Executive Officer [added: and Director] | | | | [removed: Chairman of the Board of Directors] [added: President] and Chief Executive Officer [added: and Director] |

| [removed: Senior Vice President and] Chief Financial Officer | | | | [removed: Senior Vice President and] Chief Financial Officer |

| Chief Accounting Officer and [removed: Vice President – Controller] | | | | Chief Accounting Officer and [removed: Vice President - Controller] |

| Sir Jonathon Band [removed: Director] | | | | Sir Jonathon Band [removed: Director] |

| [removed: /s/*Arnold] [added: /s/ Arnold] W. Donald | | | | [removed: /s/*Arnold] [added: /s/ Arnold] W. Donald |

| [added: /s/] Arnold W. Donald [removed: Director] | | | | [added: /s/] Arnold W. Donald [removed: Director] |

| Sir John Parker [removed: Director] | | | | Sir John Parker [removed: Director] |

| Stuart Subotnick [removed: Director] | | | | Stuart Subotnick [removed: Director] |

| Laura Weil [removed: Director] | | | | Laura Weil [removed: Director] |

| Randall J. Weisenburger [removed: Director] | | | | Randall J. Weisenburger [removed: Director] |

| Arnaldo Perez [removed: (Attorney-in-fact)] | | | | Arnaldo Perez [removed: (Attorney-in-fact)] |

| Exhibit Number | | Exhibit Description | | Form | | Exhibit | | Filing Date | | | | [removed: Filed Herewith] [added: Filed Herewith] |

| 4.1 | | Agreement of Carnival Corporation and Carnival plc, dated January [removed: 17, 2013] [added: 21, 2014] to furnish certain debt instruments to the Securities and Exchange Commission. | | | | | | | | | | X |

| Exhibit Number | | Exhibit Description | | Form | | Exhibit | | Filing Date | | | | [removed: Filed Herewith] [added: Filed Herewith] |

| [removed: 10.2*] [added: 10.3*] | | [removed: Amendment to the] Amended and Restated Carnival Corporation 1992 Stock Option Plan. | | 10-K | | [removed: 10.2] [added: 10.4] | | | [removed: 2/25/04] [added: 2/27/98] | | | |

| [removed: 10.3] [added: 10.2] | | Facilities Agreement dated May 18, 2011, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Banc of America Securities Limited as facilities agent and a syndicate of financial institutions. | | 10-Q | | 10.4 | | | 7/1/11 | | | |

| [removed: 10.4*] [added: 10.21*] | | Amended and Restated Carnival Corporation [removed: 1992] [added: 2002] Stock [removed: Option] Plan. | | [removed: 10-K] [added: 10-Q] | | [removed: 10.4] [added: 10.3] | | | [removed: 2/27/98] [added: 4/2/09] | | | |

| [removed: 10.5*] [added: 10.4*] | | Carnival Cruise Lines, Inc. 1993 Restricted Stock Plan adopted on January 15, 1993 and as amended January 5, 1998 and December 21, 1998. | | 10-K | | 10.5 | | | 2/25/99 | | | |

| [removed: 10.6*] [added: 10.5*] | | Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | | 10-K | | 10.6 | | | 2/27/98 | | | |

| [removed: 10.7*] [added: 10.54*] | | Amendment to the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees. | | 10-Q | | [removed: 10.1] [added: 10.7] | | | [removed: 3/30/07] [added: 4/2/09] | | | |

| [removed: 10.8*] [added: 10.7*] | | Carnival Cruise Lines, Inc. Non-Qualified Retirement Plan. | | 10-K | | 10.4 | | | 2/22/91 | | | |

| [removed: 10.9*] [added: 10.52*] | | [added: Amended and Restated] Executive Long-term Compensation Agreement, dated [removed: as of] January [removed: 16, 1998,] [added: 15, 2008,] between [removed: Robert H. Dickinson and] Carnival [removed: Corporation.] [added: Corporation and Micky Arison.] | | [removed: 10-K] [added: 10-Q] | | 10.2 | | | [removed: 2/27/98] [added: 3/28/08] | | | |

| Exhibit Number | | Exhibit Description | | Form | | Exhibit | | Filing Date | | | | [removed: Filed Herewith] [added: Filed Herewith] |

| [removed: 10.10*] [added: 10.8*] | | Consulting Agreement/ Registration Rights Agreement, dated June 14, 1991, between Carnival Corporation and Ted Arison. | | S-3A | | 4.3 | | | 7/16/91 | | | |

| [removed: 10.11*] [added: 10.9*] | | First Amendment to Consulting Agreement/ Registration Rights Agreement between Carnival Corporation and Ted Arison. | | 10-K | | 10.40 | | | 2/25/93 | | | |

| [removed: 10.12*] [added: 10.10*] | | Form of Appointment Letter for Non-Executive Directors. | | 10-Q | | 10.1 | | | 6/27/08 | | | |

| [removed: 10.13*] [added: 10.11*] | | Form of Appointment Letter for Executive Directors. | | 10-Q | | 10.2 | | | 6/27/08 | | | |

| [removed: 10.14*] [added: 10.12*] | | Amended and Restated Carnival plc 2005 Employee Share Plan. | | 10-Q | | 10.1 | | | 4/2/09 | | | |

| [removed: 10.15*] [added: 10.13*] | | Carnival Corporation Supplemental Executive Retirement Plan. | | 10-K | | 10.32 | | | 2/28/00 | | | |

| [removed: 10.16*] [added: 10.14*] | | Amendment to the Carnival Corporation Supplemental Executive Retirement Plan. | | 10-K | | 10.31 | | | 2/28/01 | | | |

| 10.17* | | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | | 10-K | | [removed: 10.33] [added: 10.34] | | | [removed: 2/28/00] [added: 2/28/01] | | | |

| 10.18* | | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | | [removed: 10-Q] [added: 10-K] | | [removed: 10.2] [added: 10.37] | | | [removed: 3/30/07] [added: 2/28/02] | | | |

| [removed: 10.19*] [added: 10.34*] | | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | | [removed: 10-K] [added: 10-Q] | | [removed: 10.34] [added: 10.1] | | | [removed: 2/28/01] [added: 4/7/05] | | | |

| [removed: 10.20*] [added: 10.15*] | | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | | 10-K | | [removed: 10.37] [added: 10.33] | | | [removed: 2/28/02] [added: 2/28/00] | | | |

| [removed: 10.21*] [added: 10.19*] | | Amendment to the Carnival Corporation Supplemental Executive Retirement Plan. | | 10-Q | | 10.3 | | | 3/30/07 | | | |

| [removed: 10.22*] [added: 10.20*] | | Amended and Restated Carnival Corporation 2001 Outside Director Stock Plan. | | 10-Q | | 10.1 | | | 6/30/09 | | | |

| January 29, 2014 | | | | January 29, 2014 |

| Arnold W. Donald | | | | Arnold W. Donald |

| January 29, 2014 | | | | January 29, 2014 |

| January 29, 2014 | | | | January 29, 2014 |

| Controller | | | | Controller |

| January 29, 2014 | | | | January 29, 2014 |

| Chairman of the Board of | | | | Chairman of the Board of |

| Directors | | | | Directors |

| January 29, 2014 | | | | January 29, 2014 |

| January 29, 2014 | | | | January 29, 2014 |

| Director | | | | Director |

| January 29, 2014 | | | | January 29, 2014 |

| Director | | | | Director |

| January 29, 2014 | | | | January 29, 2014 |

| Director | | | | Director |

| January 29, 2014 | | | | January 29, 2014 |

| Director | | | | Director |

| January 29, 2014 | | | | January 29, 2014 |

| Director | | | | Director |

| January 29, 2014 | | | | January 29, 2014 |

| Director | | | | Director |

| January 29, 2014 | | | | January 29, 2014 |

| Director | | | | Director |

| January 29, 2014 | | | | January 29, 2014 |

| (Attorney-in-fact) | | | | (Attorney-in-fact) |

| January 29, 2014 | | | | January 29, 2014 |

| 10.66* | | Employment Agreement, dated as of October 14, 2013, between Carnival Corporation, Carnival plc and Arnold W. Donald. | | 8-K | | 10.1 | | | 10/18/13 | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | (ii) the Consolidated Statements of Comprehensive Income for the years ended November 30, 2013, 2012 and 2011; | | | | | | | | X |

| --- | --- | --- |

| --- | --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| Micky Arison | | | | Micky Arison |

| | | | | |

| January 29, 2013 | | | | January 29, 2013 |

| | | | | |

| | | | | |

| /s/ Micky Arison | | | | /s/ Micky Arison |

| | | | | |

| January 29, 2013 | | | | January 29, 2013 |

| | | | | |

| Vice Chairman of the Board of Directors and Chief Operating Officer | | | | Vice Chairman of the Board of Directors and Chief Operating Officer |

| | | | | |

| January 29, 2013 | | | | January 29, 2013 |

| | | | | |

| | | | | |

| January 29, 2013 | | | | January 29, 2013 |

| | | | | |

| | | | | |

| | | | | |

| January 29, 2013 | | | | January 29, 2013 |

| | | | | |

| | | | | |

| January 29, 2013 | | | | January 29, 2013 |

| | | | | |

| /s/*Robert H. Dickinson | | | | /s/*Robert H. Dickinson |

| Robert H. Dickinson Director | | | | Robert H. Dickinson Director |

| | | | | |

| January 29, 2013 | | | | January 29, 2013 |

| | | | | |

| | | | | |

| January 29, 2013 | | | | January 29, 2013 |

| | | | | |

| /s/*Pier Luigi Foschi | | | | /s/*Pier Luigi Foschi |

| Pier Luigi Foschi Director | | | | Pier Luigi Foschi Director |

| | | | | |

| January 29, 2013 | | | | January 29, 2013 |