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Item 15. Exhibits and Financial Statement Schedules.

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Item 15. Exhibits and Financial Statement Schedules.

(a) (1) Financial Statements

The financial statements shown in Exhibit 13 are incorporated herein by reference into this Form 10-K.

(2) Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instruction or are inapplicable and, therefore, have been omitted.

(3) Exhibits

The exhibits listed below on the Index to Exhibits are filed or incorporated by reference as part of this Form 10-K.

INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
Articles of incorporation and by-laws
3.1Third Amended and Restated Articles of Incorporation of Carnival Corporation.8-K3.14/17/03
3.2Third Amended and Restated By-Laws of Carnival Corporation.8-K3.14/20/09
3.3Articles of Association of Carnival plc.8-K3.34/20/09
Instruments defining the rights of security holders, including indenture
4.1Agreement of Carnival Corporation and Carnival plc, dated January 19, 2018 to furnish certain debt instruments to the Securities and Exchange Commission.X
4.2Carnival Corporation Deed, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc for the benefit of the P&O Princess Cruises Shareholders.10-Q4.110/15/03
4.3Equalization and Governance Agreement, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc.10-Q4.210/15/03
4.4Carnival Corporation Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc.S-44.35/30/03
4.5Carnival plc Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc.S-3 & F-34.106/19/03
4.6Specimen Carnival Corporation Common Stock Certificate.S-3 & F-34.166/19/03
4.7Pairing Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and Computershare Investor Services (formerly SunTrust Bank), as transfer agent.8-K4.14/17/03
4.8Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as trustee.8-K4.24/17/03
4.9SVE Special Voting Deed, dated as of April 17, 2003, between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, P.L.C.8-K4.34/17/03
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
4.10Form of Amended and Restated Deposit Agreement and holders from time to time of receipts issued thereunder.Post Amend- ment to Form F-699-a4/15/03
4.11Specimen Carnival plc Ordinary Share Certificate.S-34.17/2/09
Material contracts
10.1*Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees.10-Q10.19/28/07
10.2Amendment and Restatement Agreement dated June 16, 2014 in respect of the Multicurrency Revolving Facilities Agreement dated May 18, 2011, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Merrill Lynch International Limited as facilities agent and a syndicate of financial institutions.10-Q10.110/3/14
10.3*Form of Appointment Letter for Non-Executive Directors.10-Q10.16/27/08
10.4*Form of Appointment Letter for Executive Directors.10-Q10.26/27/08
10.5*Amended and Restated Carnival plc 2005 Employee Share Plan.10-Q10.14/2/09
10.6Succession Agreement, dated as of May 28, 2002, to Registration Rights Agreement, dated June 14, 1991, between Carnival Corporation and Ted Arison (incorporated by reference to Exhibit 10.2 of Carnival Corporation’s Quarterly Report on Form 10-Q for the period ended May 31, 2002).10-Q10.27/12/02
10.7*Amended and Restated Carnival Corporation 2011 Stock Plan.10-K10.231/30/17
10.8*Form of Executive Restricted Stock Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.23/30/12
10.9*Employment Agreement dated as of October 14, 2013 between Carnival Corporation, Carnival plc and Arnold W. Donald.10-Q10.210/3/14
10.10*Amended and Restated Carnival plc 2014 Employee Share Plan.10-K10.391/30/17
10.11*Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.17/1/15
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
10.12*Form of Performance-Based Restricted Stock Unit Agreement for the Carnival plc 2014 Employee Share Plan.10-Q10.27/1/15
10.13*Carnival Corporation & plc Management Incentive Plan (adopted in 2015).10-Q10.37/1/15
10.14*Amendment to Facilities Agreement dated May 18, 2016 among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnivalplc subsidiaries, Bank of America Merrill Lynch International Limited, as facilities agent, and KfW IPEX-Bank GmbH, Bayerische Landesbank, New York Branch and DZ BANK AG, Deutsche Zentral Genossenschaftsbank, Frankfurt am Main, New York Branch, as new lenders.10-Q10.17/1/16
10.15*Form of Executive Restricted Share Unit Award Certificate for the Carnival plc 2014 Employee Share Plan.10-Q10.37/1/16
10.16*Form of Executive Restricted Stock Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.47/1/16
10.17*Amendment dated October 18, 2016 to Employment Agreement dated October 14, 2016 between Carnival Corporation, Carnival plc and Arnold W. Donald.8-K99.110/21/16
10.18*Form of Management Incentive Plan Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.13/30/17
10.19*Form of Management Incentive Plan Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.10-Q10.23/30/17
10.20*Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.33/30/17
10.21*Employment Contract dated April 21, 2017 between Carnival plc and Michael Olaf Thamm.8-K10.14/27/17
10.22*Form of Non-Employee Director Restricted Stock Award Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.26/30/17
10.23*Form of Performance-Based Restricted Share Unit Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.36/30/17
10.24*Form of Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.10-Q10.46/30/17
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
Statements regarding computations of ratios
12Ratio of Earnings to Fixed Charges.X
Annual report to security holders
13Portions of 2017 Annual Report.X
Subsidiaries of the registrants
21Subsidiaries of Carnival Corporation and Carnival plc.X
Consents of experts and counsel
23Consent of Independent Registered Certified Public Accounting Firm.X
Power of attorney
24Powers of Attorney given by certain Directors of Carnival Corporation and Carnival plc to Arnold W. Donald, David Bernstein and Arnaldo Perez authorizing such persons to sign this 2017 joint Annual Report on Form 10-K and any future amendments on their behalf.X
Rule 13a-14(a)/15d-14(a) certifications
31.1Certification of President and Chief Executive Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.3Certification of President and Chief Executive Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.4Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
Section 1350 certifications
32.1**Certification of President and Chief Executive Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.2**Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.3**Certification of President and Chief Executive Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.4**Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
Interactive data file
101The consolidated financial statements from Carnival Corporation & plc’s Form 10-K for the year ended November 30, 2017, as filed with the SEC on January 29, 2018 formatted in XBRL, are as follows:
(i) the Consolidated Statements of Income for the years ended November 30, 2017, 2016 and 2015;X
(ii) the Consolidated Statements of Comprehensive Income for the years ended November 30, 2017, 2016 and 2015;X
(iii) the Consolidated Balance Sheets at November 30, 2017 and 2016;X
(iv) the Consolidated Statements of Cash Flows for the years ended November 30, 2017, 2016 and 2015;X
(v) the Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2017, 2016 and 2015 andX
(vi) the notes to the consolidated financial statements, tagged in summary and detail.X

*Indicates a management contract or compensation plan or arrangement.

**These items are furnished and not filed.

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