Carnival (CCL) 10-K risk factor changes: FY2018 vs FY2017

[removed: The demand for cruises may decline due to adverse] [added: Adverse] world events impacting the ability or desire of people to [removed: travel, including conditions affecting the safety and security of travel, government regulations and requirements, and declines] [added: travel may lead to a decline] in [removed: consumer confidence][added: demand for cruises]

[removed: Government] [added: We may be impacted by the public’s concerns regarding the safety and security of travel, including government] travel advisories and [removed: emerging] travel restrictions, political instability and civil unrest, and [added: other] general [removed: concerns over the safety and security 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.][added: concerns.]

[removed: Heightened] [added: Additionally, we may be impacted by heightened] regulations around customs and border control, travel bans to and from certain geographical areas, government policies increasing the difficulty of travel and limitations on issuing international travel [removed: visas could reduce the ability or desire of people to travel.][added: visas.]

[removed: Adverse] [added: We may also be impacted by adverse] changes in the perceived or actual economic climate, such as global or regional recessions, higher unemployment and underemployment rates and declines in income [removed: levels could reduce our potential vacationers’ customer confidence of their discretionary incomes.][added: levels.]

[removed: The operation of cruise ships, hotels, land tours, port and related commercial facilities and shore excursions involve the risk of incidents, including those caused by] [added: Such incidents include, but are not limited to,] the improper operation or maintenance of ships, motorcoaches and trains; guest and crew [removed: illnesses, such as from the spread of contagious diseases;] [added: illnesses;] mechanical failures, fires and collisions; repair [removed: delays; groundings;] [added: delays, groundings and] navigational errors; oil spills and other maritime and environmental [removed: issues; missing passengers and] [added: issues as well as] other incidents at sea or while in port or on [removed: land,] [added: land] which may cause [removed: injury and death,] guest and crew discomfort, [removed: alteration of itineraries or cancellation of a cruise or series of cruises] [added: injury,] or [removed: tours.][added: death.]

Although our [removed: uncompromising] commitment to the safety and comfort of our guests and crew is paramount to the success of our business, our ships have been involved in accidents and other incidents in the [removed: past.][added: past and we may experience similar or other incidents in the future.]

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

It is possible that we could be forced to alter itineraries or cancel a cruise or a series of cruises or tours due to these or other [removed: factors, which would have an adverse effect on our net revenue yields and profitability.][added: types of disruptions.]

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

Changes in and [removed: compliance] [added: non-compliance] with laws and regulations [added: under which we operate, such as those] relating to [removed: environment,] health, [removed: safety,] [added: environment, safety and] security, data privacy and protection, [removed: tax] [added: anti-corruption, economic sanctions, trade protection] and [removed: anti-corruption under which we operate] [added: tax] may lead to litigation, enforcement actions, fines, [removed: or penalties][added: penalties, and reputational damage]

We are subject to laws and requirements related to the treatment and protection of sensitive [removed: data.][added: data in the jurisdictions where we operate.]

Various governments, agencies and regulatory organizations have enacted [removed: and] [added: or] are considering new [removed: regulations and implementation of] rules [removed: for existing] [added: and] regulations.

We are also subject to compliance with [removed: income] tax laws, regulations and [removed: income tax] treaties in the jurisdictions [removed: where] [added: in which] we [added: are incorporated or] operate.

Our [removed: global] operations subject us to potential liability under [removed: anti-corruption, economic sanctions, and other] [added: anti-corruption] laws and regulations.

[removed: Operations outside the U.S.] [added: We] may also be affected by [removed: changes in] economic sanctions, trade protection laws, [removed: policies,] [added: policies] and other regulatory requirements affecting trade and investment.

| d. | [removed: Disruptions] [added: Breaches in data security] and [added: lapses in data privacy as well as disruptions and] other damages to our [added: principal offices,] information technology [added: operations] and [removed: other] [added: system] networks and [removed: operations, breaches in data security, lapses in data privacy, and] failure to keep pace with developments in technology [added: may adversely impact our business operations, the satisfaction of our guests and crew and lead to reputational damage] |

Our [added: maritime and/or shoreside operations, including our] ability to [removed: increase revenues] [added: manage our inventory of cabins held for sale] and [added: set pricing,] control costs, [removed: as well as our ability to] [added: and] serve [removed: guests most effectively] [added: our guests,] depends [removed: in part] on the reliability of our [added: information technology operations and] system networks [removed: and] [added: as well as] our ability to refine and update to more advanced systems and technologies.

| e. | Ability to recruit, develop and retain qualified shipboard personnel who live [removed: on ships] away from home for extended periods of time [added: may adversely impact our business operations, guest services and satisfaction] |

We hire a significant number of [removed: new crew] [added: qualified shipboard personnel] each year and, thus, our ability to adequately recruit, develop and retain [removed: our crew] [added: these individuals] is critical to our [removed: cruise business.][added: success.]

[removed: We believe that incidents] [added: Incidents] involving cruise ships and the related adverse media publicity, adverse economic conditions that negatively affect our profitability and [removed: overcapacity in] [added: increasing demand as a result of our and] the [removed: vacation region] [added: industry’s projected growth] could [removed: also] [added: negatively] impact our ability to [removed: recruit] [added: recruit, develop and retain sufficient] qualified [added: shipboard] personnel.

| f. | Increases in fuel prices and availability of fuel supply [added: may adversely impact our scheduled itineraries and costs] |

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

[removed: Certain] [added: Additionally, certain] of our [removed: newbuilds that entered into service in 2016 and thereafter] [added: ships] are designed to use LNG as a fuel source.

At this time, [removed: there is not a liquid spot market for] [added: the] marine LNG [added: distribution infrastructure is in the early stages of development with a limited number of suppliers] and purchasing [removed: LNG] is usually made through long-term contracts.

[removed: In addition, we may be subject to new regulations covering the use and storage of LNG onboard our ships and we] [added: We] may experience difficulties in operating and maintaining new LNG-based engine technology.

| g. | Fluctuations in foreign currency exchange rates [added: may adversely impact our financial results] |

We earn revenues, pay expenses, purchase and own assets and incur liabilities in currencies other than the U.S. [removed: dollar, resulting in translational and transactional currency risks (“currency risk”).][added: dollar.]

| h. | Overcapacity and competition in the cruise [removed: ship] and land-based vacation industry [added: may lead to a decline in our cruise sales and pricing] |

We face competition from other cruise brands on the basis of [removed: cruise pricing, travel agent preference and the] [added: overall experience, destinations,] types and sizes of ships and cabins, [removed: services] [added: travel agent preferences] and [removed: destinations being offered by them to cruise guests.][added: value.]

[removed: Many] [added: Increases in airfares, which could result from increases in the price] of [added: fuel, would increase] our [removed: guests and substantially all] [added: guests’ overall vacation costs as many of] our [removed: crew] [added: guests] depend on [removed: scheduled or chartered commercial airline services] [added: airlines] to transport them to or from the airports near the ports where our cruises embark and disembark.

| [removed: k.] [added: i.] | Geographic regions in which we try to expand our business may be slow to develop [removed: and] [added: or] ultimately not develop how we expect |

In addition, we cannot be certain that these markets, such as China, will ultimately develop as we [removed: expect, which could also adversely impact the growth and profitability of our business.][added: expect.]

Some of the statements, estimates or projections contained in this [removed: Form 10-K] [added: document] are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to us, including some statements concerning future results, outlooks, plans, goals and other events which have not yet occurred.

We have tried, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” [removed: “indicate”] [added: “indicate,” “outlook,”] and similar expressions of future intent or the negative of such terms.

Forward-looking statements include those statements that [removed: may impact] [added: relate to] our outlook [added: and financial position] including, but not limited to, [removed: the forecasting of our:][added: statements regarding:]

Subject to any continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any obligation to disseminate, after the date of this [removed: Form 10-K,] [added: document,] any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

In 2019, uncertainties resulting from the UK’s expected exit from the European Union may impact our business.

Incidents concerning our ships, guests or the cruise vacation industry as well as adverse weather conditions and other natural disasters may impact the satisfaction of our guests and crew and lead to reputational damage

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

We are subject to numerous international, national, state and local laws, regulations, treaties and other legal requirements that govern health, environmental, safety and security matters in relation to our guests, crew and ships.

These requirements change regularly, sometimes on a daily basis, depending on the itineraries of our ships and the ports and countries visited.

If we violate or fail to comply with any of these laws, regulations, treaties and other requirements we could be, and have previously been, fined or otherwise sanctioned by regulators.

In the course of doing business, we collect guest, employee, company and other third-party data, including personally identifiable information and other sensitive data.

These tax laws, regulations and treaties are subject to change at any time, which may result in substantially higher tax liabilities.

Additionally, the relevant authorities’ interpretation of tax laws, regulations and treaties could differ materially from ours.

We may be impacted by breaches in data security and lapses in data privacy, which occur from time to time.

These can vary in scope and intent from economically driven attacks to malicious attacks targeting our key operating systems with the intent to disrupt or compromise our shoreside and shipboard operations.

Like many companies, we have been and continue to be subject to unauthorized access or use of digital systems and networks through human error or for purposes of misappropriating assets or obtaining sensitive financial, medical or other personal or business information.

Our principal offices, information technology operations and system networks may be impacted by actual or threatened natural disasters (for example, hurricanes, earthquakes, floods, fires, tornados, tsunamis, typhoons and volcanic eruptions) or other disruptive events.

Additionally, our shipbuilding contracts are typically denominated in euros.

Movements in foreign currency exchange rates will affect our financial results.

We may be impacted by increases in capacity in the cruise and land-based vacation industry, which may result in capacity growth beyond demand, either globally or for a region or for a particular itinerary.

In addition, we compete with land-based vacation alternatives throughout the world on the basis of overall experience, destinations and value.

| j. | Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests |

We may be impacted by unforeseen events, such as work stoppages, insolvencies, “force majeure” events or other financial difficulties experienced by shipyards, their subcontractors and our suppliers.

This may result in less shipyard availability resulting in delays or preventing the delivery of our ships under construction and/or the completion of the repair, maintenance, or refurbishment of our existing ships.

This may lead to potential delays or cancellations of cruises.

In addition, the prices of various commodities that are used in the construction of ships and for repair, maintenance and refurbishment of existing ships, such as steel, are subject to volatility.

Demand for cruises and other vacation options has been and is expected to continue to be affected by the public’s concerns over the safety and security of travel.

Governmental actions which increase global travel regulations and restrictions may adversely impact demand for cruises.

Demand for cruises is in part dependent on consumer confidence in the economic condition of the countries from which cruise companies source their guests.

Consequently, this may negatively affect demand for vacations, including cruise vacations, which are a discretionary purchase.

Decreases in demand could lead to price reductions which, in turn, could reduce the profitability of our business.

Incidents, such as ship incidents, security incidents, the spread of contagious diseases and threats thereof, adverse weather conditions or other natural disasters and the related adverse publicity affecting our reputation and the health, safety, security and satisfaction of guests and crew

We may experience similar or other incidents in the future.

These types of incidents may bring into question guest and crew health, safety, security and satisfaction and may adversely affect our brands’ reputations and the demand for our brands and cruising in general, which may affect our net revenue yields and profitability, result in additional costs to our business, and result in litigation against us and increasing government or other regulatory oversight.

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 and ship charter cancellations and employee absenteeism that could have an adverse effect on our net revenue yields and profitability.

For example, a severe outbreak of the influenza virus or some other pandemic could, among other things, disrupt our ability to embark/disembark passengers and crew, require changes to cruise itinerary, disrupt air and ground travel to and from ports, increase costs for prevention and treatment and adversely affect our supply chain and distribution systems.

This could also adversely impact cruise demand in areas unaffected by such an outbreak.

Our ships are subject to the risks of mechanical failures and accidents, for which we have had to incur repair and equipment replacement expenditures.

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

A significant performance problem on any of our ships could have an adverse effect on our financial condition and profitability.

These events could result in, among other things, increased port related and other costs in our supply chain.

Extreme weather events such as hurricanes, floods and typhoons may not only cause disruption, alteration, or cancellation of cruises but may also adversely impact commercial airline flights, other transport and shore excursion activities or prevent our guests from electing to cruise altogether.

Such extreme weather events may also disrupt the supply of provisions, fuel and shore power, and may limit our ability to safely embark and disembark our guests.

In addition, these extreme weather conditions could result in increased wave and wind activity, which would make it more challenging to sail and dock our ships and could cause sea/motion sickness among guests and crew.

These events could have an adverse impact on the safety and satisfaction of cruising and could have an adverse impact on our net revenue yields and profitability.

Additionally, these extreme weather conditions could cause property damage to our ships, port and related commercial and business facilities and other assets and impact our ability to provide our cruise products and services as well as to obtain insurance coverage for operations in such areas at reasonable rates.

Incidents involving cruise ships, in particular our cruise ships, 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.

Any of the foregoing could have an adverse impact on our net revenue yields and profitability.

Maintaining a good reputation is critical to our business.

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, dissatisfied guests, crew and guest illnesses, such as incidents of stomach flu and 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.

In addition, negative publicity regarding adverse environmental impacts of cruising, such as climate change and oil spills, could diminish our reputation.

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 can occur.

Anything that damages our reputation, whether or not justified, could have an adverse impact on demand, which could lead to price reductions and a reduction in our net revenue yields and profitability.

We are subject to numerous international, national, state and local laws, regulations and treaties covering many areas, including social issues, health, safety, security, data privacy and protection, and tax.

Failure to comply with these laws, regulations, treaties and agreements, including local cabotage requirements, could lead and has led to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages.

These issues are, and we believe will continue to be, an area of focus by the relevant authorities throughout the world.

Accordingly, new legislation, regulations or treaties, or changes thereto, could impact our operations and would likely subject us to increased compliance costs in the future.

In addition, training of crew may become more time consuming and may increase our operating costs due to increasing regulatory and other requirements.

Environmental laws and 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, profitability and financial condition.

Some environmental groups have lobbied for more stringent regulation of cruise ships.

Various agencies and regulatory organizations have enacted or are considering new regulations or policies, such as stricter emission limits to reduce GHG effects, which could adversely impact the cruise industry.

Our guest and employee relationships provide us with access to sensitive data.

We may be subject to legal liability and reputational damage if we do not comply with data privacy and protection regulations.

Additional requirements could negatively impact our ability to market cruises to consumers and increase our costs.

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 tonnage, is exempt from taxation or is otherwise subject to minimal taxes in the jurisdictions where the entities are incorporated or do business.

We believe that Panama and the jurisdictions where the ship owning and operating subsidiaries of Carnival Corporation are formed are equivalent exemption jurisdictions for purposes of Section 883 of the Internal Revenue Code.

The financial statements, together with the report thereon of PricewaterhouseCoopers LLP, dated January [removed: 29, 2018,] [added: 28, 2019,] and the Selected Quarterly Financial Data (Unaudited) are shown in Exhibit 13 and are incorporated by reference into this Form 10-K.

With operations in North America, [removed: Europe,] Australia, [added: Europe] and Asia, we operate [removed: over 100 cruise ships within] a portfolio of leading global, regional and national cruise brands that sell tailored cruise products, services and vacation experiences [removed: in all] [added: on 104 cruise ships to] the world’s most desirable destinations.

[removed: We] [added: As we operate in the broader vacation market, we] have [removed: also] implemented strategies to grow demand by increasing consumer awareness and consideration [removed: of our] [added: for] cruise [added: vacations on our portfolio of] brands [removed: and the global cruise industry] through our ongoing marketing, public relations and guest experience efforts.

We continue to identify and implement new strategies and tactics to strengthen our cruise ticket revenue management processes and systems across our portfolio of brands, such as optimizing our pricing methodologies and improving our pricing [removed: models.][added: models, as evidenced by our new state-of-the-art revenue management system implemented across six brands in 2018.]

[removed: We are currently rolling-out] [added: In 2018, we completed the roll-out of] our state-of-the-art revenue management system across six [removed: brands and expect the roll-out to be completed in 2018.][added: brands.]

We also continue [removed: to implement] [added: with] initiatives to better coordinate and optimize our brands’ global [removed: deployment strategies to maximize] [added: itinerary strategies, maximizing] guest satisfaction and profits.

These ships further enhance the attractiveness of a cruise vacation while achieving greater economies of scale and [removed: resulting in improved] [added: improving] returns on invested capital.

As of November 30, [removed: 2017,] [added: 2018,] we have a total of [removed: 18] [added: 21] cruise ships scheduled to be delivered [removed: between 2018 and 2022.][added: through 2025.]

Since 2006, we have [removed: removed 19] [added: sold 28] ships [removed: from our fleet,] and our newbuild program has been designed to consider an expected acceleration in our fleet replacement cycle over time.

During [removed: 2018,] [added: 2019,] we expect [removed: 5%] [added: that 4.0%] of our total capacity [removed: to] [added: will] be [removed: deployed] [added: home ported] in China.

With [removed: over 100] [added: 104] ships and [removed: 12.1] [added: 12.4] million guests in [removed: 2017,] [added: 2018,] we have the scale to optimize our structure by utilizing our combined purchasing volumes and common technologies as well as accelerating progress on our cross-brand initiatives aimed at cost containment.

Our ability to generate significant operating cash flow allows us to internally fund our capital [removed: investments.][added: improvements, debt maturities and dividend payments.]

In [removed: 2017,] [added: 2018,] we increased our quarterly dividend to [removed: $0.45 per share from $0.35] [added: $0.50] per share, representing over [removed: $1] [added: $1.4] billion in annual [removed: dividends.][added: dividends, from $0.40 per share in 2017.]

Since resuming our stock repurchase program in late 2015, we repurchased approximately [removed: 63] [added: 87] million shares for [removed: $3.1] [added: $4.6] billion.

Our [removed: uncompromising] commitment to the safety and comfort of our guests and crew is paramount to the success of our business.

We are committing resources across the entire corporation to further improve how we operate to protect and preserve our [removed: oceans.][added: oceans and are implementing fleet-wide changes and enhancements to our environmental processes and procedures.]

We [removed: also increased] [added: continue to increase] the scope and frequency of our [removed: training,] [added: training] and [removed: invested] [added: invest] millions of dollars to upgrade our equipment to new ship standards to ensure compliance with all environmental regulations.

We believe that we can achieve this goal by continually focusing our efforts on helping our guests choose the cruise brand that will best meet their unique needs and desires, improving their overall vacation experiences and building state-of-the-art ships with innovative onboard offerings and providing unequaled [removed: guest services.][added: service to our guests.]

The contemporary experience typically includes cruises that last seven days or [removed: less,] [added: less and] have a more casual [removed: ambiance and are less expensive than premium or luxury cruises.][added: ambiance.]

The premium experience typically includes cruises that last from seven to 14 days and appeal to those who are more [removed: affluent and older.][added: affluent.]

Premium cruises emphasize quality, comfort, style and more destination-focused [removed: itineraries, and the average pricing is normally higher than contemporary cruises.][added: itineraries.]

The luxury experience is usually characterized by [removed: smaller vessel size,] very high standards of accommodation and service, [removed: higher prices] [added: smaller vessel size] and exotic itineraries to ports that are inaccessible to larger ships.

Seeing others embrace travel and experience the world in new ways inspires people to [removed: plan and book their own travel.][added: travel themselves.]

Today’s travelers are looking [removed: to travel in ways that are] [added: for] immersive, meaningful and [removed: memorable.][added: memorable travel experiences.]

The Millennial generation has [removed: now] surpassed the size of the Baby Boomer generation and represents the fastest growing demographic segment of the vacation industry.

A recent study by the American Society of Travel Agents (“ASTA”) indicates that the Millennial generation [removed: has as positive a view of cruising as] [added: is even more likely to cruise and more likely to enjoy cruises than] the Baby Boomer generation.

To encourage first-time and repeat cruisers and better compete with other vacation alternatives the cruise industry has in [removed: the] recent years refocused its marketing efforts, enhanced training of travel agents and collaborated with well-known brands and offers the following:

The penetration rates below were computed based on the [removed: 2016] [added: 2017] global cruise guests carried from G.P. Wild (International Limited) (“G.P. Wild”), an independent cruise research company, as a percentage of total population:

| • | [removed: 4.9%] [added: 5.1%] for Australia and New Zealand |

| • | [removed: 3.4%] [added: 3.5%] for the United States (“U.S.”) and Canada |

| • | [removed: 1.9%] [added: 2.1%] for Germany and Italy |

We believe the cost of a cruise vacation represents [removed: an] exceptional value in comparison to alternative land-based vacations.

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

| (in thousands) | Average Passenger [removed: (Lower Berth)] Capacity (a) | | | | Cruise Guests Carried | | |

| 2016 | 470 | | 220 | | [removed: 24,700] [added: 25,200] | | [removed: 11,520] [added: 11,500] |

| 2017 | 490 | | 230 | | [removed: 26,000] [added: 26,700] | | 12,100 |

| (c) | The global cruise guests carried for [removed: 2015 and] 2016 [added: and 2017] were obtained from G.P. Wild, an independent cruise research company. The estimates for global cruise guests carried for [removed: 2017] [added: 2018] are internally developed. |

The global cruise industry and our compound annual passenger capacity growth rates are estimated to be [removed: 6.8%] [added: 6.7%] and 5.6%, respectively, from [removed: 2017] [added: 2018] to [removed: 2021.][added: 2022.]

| | Passenger Capacity | | Percentage of Total Capacity | | [added: |] Number of Cruise Ships |

| North America [added: and Australia ("NAA")] Segment | | | | | | [added: |]

| Carnival Cruise Line | [removed: 66,380] | | [removed: 29%] | | [removed: 25 |]

Paramount to the success of our business is our commitment to health, environment, safety, security (“HESS”) and sustainability.

We have invested in new marketing technologies to further engage our guests by bringing to life the cruise experience.

Over the same time period, we have nearly doubled our quarterly dividend, distributing a total of $3.8 billion in dividends to our shareholders.

Consumers are looking to experiences and learning for personal fulfillment.

Cruising benefits from the aging of the Baby Boomer and Millennial generations.

In North America alone, the number of Baby Boomers at retirement age increases from 48 million in 2015 to 56 million in 2020 and 74 million by 2030.

| 2018 | 520 | | 230 | | 28,300 | | 12,400 |

| | | | | | | |

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

| | | | | | | |

| | 152,510 | | 64 | | | 68 |

| | | | | | | |

| | 236,910 | | 100 | % | | 104 |

As of November 30, 2018, we have a total of 21 cruise ships scheduled to be delivered through 2025.

| | | | | |

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

| | | | | |

| Mardi Gras | August 2020 | | 5,280 | |

| Enchanted Princess | June 2020 | | 3,660 | |

| Newbuild | October 2021 | | 3,660 | |

| Newbuild | November 2023 | | 4,310 | |

| Newbuild | May 2025 | | 4,310 | |

| Newbuild | June 2021 | | 260 | |

| Newbuild | May 2022 | | 260 | |

| Newbuild | May 2023 | | 5,410 | |

| Newbuild | May 2022 | | 5,280 | |

Carnival Cruise Line is “The World’s Most Popular Cruise Line®” and provides multi-generational family entertainment at exceptional value to its guests.

It is a place where guests can be their most playful selves and choose their fun, a choice that anyone can make at any time which makes that moment better for everyone.

Carnival Cruise Line ships are designed to inspire the experience of bringing people together, with limitless opportunities for guests to create their own fun.

Carnival Cruise Line ships sail from 17 convenient U.S. home ports, more than any other line.

Its cruise ships are within a 5-hour drive for more than half of all Americans and provide opportunities to experience various destinations and itineraries.

Carnival Cruise Line annually carries more than 5 million guests, including 800,000 children.

Carnival Cruise Line’s Carnival Horizon entered service in April 2018.

This ship features new enhancements that include Dr. Seuss WaterWorks where Dr. Seuss characters transform the water park experience.

Carnival Horizon is also home to Guy’s Pig & Anchor Bar-B-Que Smokehouse|Brewhouse as well as Bonsai Teppanyaki, the cruise line’s teppanyaki dining option where guests can experience Carnival-style fun.

Carnival Panorama will enter service in December 2019 and will be the first new ship Carnival Cruise Line will home port on the west coast of the United States in 20 years when it arrives in Long Beach, California.

Carnival Panorama will be followed by two 5,280-passenger capacity ships in 2020 and 2022.

Both ships will feature Carnival Corporation’s exclusive green cruising design which will be powered by Liquefied Natural Gas (“LNG”) and will be the first LNG-powered cruise ships in North America.

Carnival Cruise Line continues to enhance its existing fleet by adding a variety of exciting new features.

It is in the final stages of an extensive fleet enhancement program delivering branded accommodations, dining and entertainment options across its fleet and providing guests a high standard of excellence across any ship, any home port and any itinerary.

| | |

| --- | --- |

Health, environment, safety, security (“HESS”) and sustainability is a core focus for our operations and these matters directly influence how we measure our performance.

This allows us to manage our debt level in a manner consistent with maintaining our strong credit metrics and strong investment grade credit ratings while returning free cash flow and more to our shareholders in the form of dividends and share buybacks.

We have implemented important fleet-wide changes and enhancements to our environmental processes and procedures, all with the goal to improve our operations, oversight and compliance with our previously disclosed December 2016 plea agreement.

Since 2013, we have restructured our fleet operations organization including strengthening its leadership.

Notwithstanding these classifications, there is generally overlap and competition among all cruise products and services.

Consumers are demanding more enriched lives and personal fulfillment through experience and learning and prefer to spend money on experiences rather than on material things.

| | | | | | | | |

| 2015 | 450 | | 215 | | 23,000 | | 10,840 |

| | | | | | |

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

| | November 30, 2017 | | | | |

| | 94,170 | | 40 | | 43 |

| | 231,570 | | 100% | | 103 |

Cruise Support also includes other services that are provided for the benefit of all our cruise brands.

| | | | |

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

| Carnival Horizon | March 2018 | | 3,950 |

| Newbuild | August 2020 | | 5,250 |

| Newbuild | July 2020 | | 3,660 |

| Newbuild | February 2022 | | 3,660 |

| Seabourn Ovation | April 2018 | | 600 |

Founded in 1972, Carnival Cruise Line is a leader in contemporary cruising and operates 25 ships designed to provide fun and exceptional vacation experiences that appeal to a wide variety of consumers at an outstanding value.

Carnival Cruise Line is one of the most recognizable brands in the cruise industry and carried 5.0 million guests in 2017.

Carnival Cruise Line identifies their target customers as those who like to live life to the fullest, look at the glass as half full, feel comfortable in their own skin and make their own fun.

Carnival Cruise Line’s cruises have a broad appeal to families, couples, singles, and seniors and carried more than 800,000 children in 2017.

In 2017, Carnival Cruise Line was voted “Best-Value-For-Money” by Expedia CruiseShipCenters and “Best Domestic Cruise Line” by Travel Weekly.

In addition, Carnival Cruise Line also earned “Most Trusted Cruise Line” by Readers Digest for the third consecutive year.

Carnival Cruise Line is scheduled to take delivery of two 3,950\-passenger capacity ships, Carnival Horizon and Carnival Panorama, in 2018 and 2019, respectively, and two 5,250\-passenger capacity ships in 2020 and 2022, which will be the largest in its fleet.

Carnival Cruise Line offers cruises generally from three to eight days with almost all of its ships departing from 16 convenient U.S. home ports located along the East, Gulf and West coasts, Puerto Rico and Hawaii.

Carnival Cruise Line is the leading provider of year-round cruises in The Bahamas, the Caribbean and Mexico and also operates seasonal cruises in Canada, Alaska, Hawaii and Europe.

In addition, Carnival Cruise Line deploys two ships in Australia offering cruises tailored to the Australian market.

The brand’s focus continues to be on enhancing its products and services with innovations that appeal to new consumers, as well as past guests.

In 2018, Carnival Cruise Line will launch Carnival Horizon featuring the first Dr. Seuss WaterWorks, a vibrant water park inspired by the legendary children’s author.

Carnival Horizon will continue the expansion of the line’s Fun Ship® 2.0 enhancement program with many of the same ground-breaking features in addition to new offerings such as Guy Fieri’s Pig & Anchor Bar-B-Que Smokehouse and Brewhouse and an expanded Bonsai Sushi restaurant with the cruise line’s first teppanyaki dining option.

Princess Cruises began operations in 1965 and today operates a fleet of 17 modern ships that offer more than 150 itineraries visiting over 360 destinations around the globe.

Princess Cruises has three 3,660\-passenger capacity ships scheduled to be delivered from 2019 through 2022.

Princess Cruises Come Back NewTM Promise has enhanced the guest experience by providing guests with lifelong memories and meaningful stories to share from their cruise vacation.

The program features several products and services, such as:

We [added: also] believe [added: that] the ultimate outcome [added: of the proceedings] will not have a material impact on our consolidated financial statements.

As previously disclosed, on May 15, 2018, the Marseilles, France Public Prosecutor alleged that Carnival plc and the captain of P&O Cruises’ Azura breached the French Environmental Code governing the sulfur content of fuel used during the vessel’s passage through French territorial waters on March 28 and 29, 2018.

On November 26, 2018, the Tribunal de Grande Instance imposed a fine, costs and damages against Carnival plc and the captain for an aggregate of €118,000.

We believe that we have a meritorious defense to this claim and are appealing this judgment.

As previously disclosed, on August 24, 2018, a proposed class-action lawsuit was filed by James Wolfe and others against Carnival Corporation relating to the marketing and sales of Carnival Cruise Line’s Vacation Protection product.

On January 3, 2019, the United States District Court for the Southern District of Florida granted Carnival Corporation’s motion to stay proceedings and compel arbitration.

We believe we have meritorious defenses to the claim and that any liability which may arise as a result of this action will not have a material impact on our consolidated financial statements.

As previously disclosed, on August 28, 2018, P&O Cruises (Australia) notified the Maritime Accident Investigation Branch and the Australian Maritime Safety Authority of an inadvertent discharge of liquid food waste mixed into grey water off of Pacific Explorer while it was inside the Great Barrier Reef Marine Park on August 26, 2018.

We believe the ultimate outcome of any investigation and any penalty will not have a material impact on our consolidated financial statements.

As previously disclosed, on May 19, 2017, Holland America Line and Princess Cruises notified the National Oceanic and Atmospheric Administration (“NOAA”) regarding discharges made by certain vessels in the recently expanded area of the National Marine Sanctuary in the Farallones Islands.

NOAA continues to conduct an investigation.

For the fiscal year ended November 30, [removed: 2017] [added: 2018] or

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

Indicate by check mark whether the registrants have submitted electronically [removed: and posted on their corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit [removed: and post] such files).

| 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: $25.6] [added: $23.8] 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: $11.9] [added: $11.5] billion as of the last business day of the registrant’s most recently completed second fiscal quarter. |

| At January [removed: 18, 2018,] [added: 17, 2019,] Carnival Corporation had outstanding [removed: 534,171,562] [added: 526,719,965] shares of its Common Stock, $0.01 par value. | | At January [removed: 18, 2018,] [added: 17, 2019,] Carnival plc had outstanding [removed: 209,345,279] [added: 191,875,647] Ordinary Shares $1.66 par value, one Special Voting Share GBP 1.00 par value and [removed: 534,171,562] [added: 526,719,965] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. |

Portions of the [removed: 2017] [added: 2018] Annual Report and [removed: 2018] [added: 2019] joint definitive Proxy Statement are incorporated by reference into Part II and Part III of this report.

FOR THE FISCAL YEAR ENDED NOVEMBER 30, [removed: 2017][added: 2018]

| Item 1. | [removed: [Business](#sFBCC43F9B6A450D7B313CE5D50D9C8C8)] [added: [Business](#s1F18C50E06E0509EB8D6B900F28B8C4E)] | [removed: [4](#sFBCC43F9B6A450D7B313CE5D50D9C8C8)] [added: [4](#s1F18C50E06E0509EB8D6B900F28B8C4E)] |

| | [II. Vision, Goals and Related [removed: Strategies](#sE741A60F28F45701917AC61B6CAD1A13)] [added: Strategies](#s2D1399D6FBC15C74BF3572CB4AC4BE98)] | [removed: [4](#sE741A60F28F45701917AC61B6CAD1A13)] [added: [4](#s2D1399D6FBC15C74BF3572CB4AC4BE98)] |

| | [B. Global Cruise [removed: Industry](#s44D64AD46CBF5F56A68BF38FDF975FD3)] [added: Industry](#s405D38A72BDB51B8B43E3C3D639F0F80)] | [removed: [6](#s44D64AD46CBF5F56A68BF38FDF975FD3)] [added: [6](#s405D38A72BDB51B8B43E3C3D639F0F80)] |

| | [II. Favorable Characteristics of the Global Cruise [removed: Industry](#s80E1181F2A3556F69C156A168D554D4E)] [added: Industry](#s613D2D83998B55C6BF351FF98F56D9BD)] | [removed: [6](#s80E1181F2A3556F69C156A168D554D4E)] [added: [6](#s613D2D83998B55C6BF351FF98F56D9BD)] |

| | [III. Passenger Capacity and Cruise Guests Carried by Ocean Going [removed: Vessels](#s9815241C2C3F54BCA684CB0D03879CF0)] [added: Vessels](#s448EBD73453950E0B7004184A34C2276)] | [removed: [8](#s9815241C2C3F54BCA684CB0D03879CF0)] [added: [8](#s448EBD73453950E0B7004184A34C2276)] |

| | [C. Our Global Cruise [removed: Business](#s6FDA47B3082F51C5B3E0E6FE76A03D70)] [added: Business](#s47827E030B7751589CACC89DAB650E2A)] | [removed: [8](#s6FDA47B3082F51C5B3E0E6FE76A03D70)] [added: [8](#s47827E030B7751589CACC89DAB650E2A)] |

| | [I. Segment [removed: Information](#s6FDA47B3082F51C5B3E0E6FE76A03D70)] [added: Information](#s47827E030B7751589CACC89DAB650E2A)] | [removed: [8](#s6FDA47B3082F51C5B3E0E6FE76A03D70)] [added: [8](#s47827E030B7751589CACC89DAB650E2A)] |

| | [II. Ships Under Contract for [removed: Construction](#sAB6EAB44B40355E9921F10AD68E74E46)] [added: Construction](#sE0D01126E8175CD5B68A8351E9AE6301)] | [removed: [9](#sAB6EAB44B40355E9921F10AD68E74E46)] [added: [9](#sE0D01126E8175CD5B68A8351E9AE6301)] |

| | [III. Cruise [removed: Brands](#sA19CBFE7BC7751699DE6A51A7CFBDA7C)] [added: Brands](#s0C4D48B424815E6B86A521E192C94BF5)] | [removed: [10](#sA19CBFE7BC7751699DE6A51A7CFBDA7C)] [added: [10](#s0C4D48B424815E6B86A521E192C94BF5)] |

| | [IV. Principal Source Geographic [removed: Areas](#sC1A95DB4C2A45DDCACCDFD347CD127C6)] [added: Areas](#s60331451D28050FD80F90E365073AD17)] | [removed: [15](#sC1A95DB4C2A45DDCACCDFD347CD127C6)] [added: [15](#s60331451D28050FD80F90E365073AD17)] |

| | [V. Cruise [removed: Programs](#sB340AB7992FA508D9A7AB65681271BBA)] [added: Programs](#sDB448D1115365754984EBDDA9D06D7F8)] | [removed: [15](#sB340AB7992FA508D9A7AB65681271BBA)] [added: [15](#sDB448D1115365754984EBDDA9D06D7F8)] |

| | [VI. Cruise Pricing and Payment [removed: Terms](#s6CC52F455DE456D092EDC7E8A45C778D)] [added: Terms](#s11CB5039CE4B5C088849BBCCA569CCB6)] | [removed: [16](#s6CC52F455DE456D092EDC7E8A45C778D)] [added: [16](#s11CB5039CE4B5C088849BBCCA569CCB6)] |

| | [VII. [removed: Seasonality](#sB7B7908587015EE5A7BA14EC2E3BBAB1)] [added: Seasonality](#s7DD9279A237B51ECACE2704D419A3F01)] | [removed: [16](#sB7B7908587015EE5A7BA14EC2E3BBAB1)] [added: [16](#s7DD9279A237B51ECACE2704D419A3F01)] |

| | [VIII. Onboard and Other [removed: Revenues](#s491E85D64527559DA4ECD9B724FBF543)] [added: Revenues](#sBC393118893E524E97D6B6873D04A2F7)] | [removed: [17](#s491E85D64527559DA4ECD9B724FBF543)] [added: [17](#sBC393118893E524E97D6B6873D04A2F7)] |

| | [IX. Marketing [removed: Activities](#s4721CABD01B05652B5C34DF410D883F8)] [added: Activities](#sAC243C1F607B5A6695949B2F69DE3906)] | [removed: [17](#s4721CABD01B05652B5C34DF410D883F8)] [added: [17](#sAC243C1F607B5A6695949B2F69DE3906)] |

| | [X. Sales [removed: Relationships](#s7EA150DCA88E59F6AA49E3000EAF1985)] [added: Relationships](#sC8834F23B29158079579B0155ABFC332)] | [removed: [18](#s7EA150DCA88E59F6AA49E3000EAF1985)] [added: [18](#sC8834F23B29158079579B0155ABFC332)] |

| | [XI. [removed: Sustainability](#s310B85695EF25DA38610A4B5AFAF16C1)] [added: Sustainability](#s1DFF02CB5276586F8E67DF8158F32F3F)] | [removed: [18](#s310B85695EF25DA38610A4B5AFAF16C1)] [added: [18](#s1DFF02CB5276586F8E67DF8158F32F3F)] |

| | [XII. [removed: Employees](#sBD587549A7E258E69E8455AC79DE7E16)] [added: Employees](#s89044AEFA9BC5588855FF3F84E455297)] | [removed: [19](#sBD587549A7E258E69E8455AC79DE7E16)] [added: [19](#s89044AEFA9BC5588855FF3F84E455297)] |

| | [XIII. [removed: Training](#sAE585FED69A654728BEA2BF276807908)] [added: Training](#s0660762322945626A66536105CE33124)] | [removed: [20](#sAE585FED69A654728BEA2BF276807908)] [added: [20](#s0660762322945626A66536105CE33124)] |

| | [XIV. Information [removed: Technology](#sD5E641CCFBC05CECBD41BC57DABDB7E0)] [added: Technology](#s9C74E055044550A694C372910D37C0C3)] | [removed: [20](#sD5E641CCFBC05CECBD41BC57DABDB7E0)] [added: [20](#s9C74E055044550A694C372910D37C0C3)] |

| | [XV. [removed: Innovation](#s2C0A425B4B96586189DA35A50C196E4E)] [added: Innovation](#sA99C584C554E5727B13EB7C13023A076)] | [removed: [20](#s2C0A425B4B96586189DA35A50C196E4E)] [added: [20](#sA99C584C554E5727B13EB7C13023A076)] |

| | [XVI. Supply [removed: Chain](#s9A6358F42A9253139721464428AE7C4B)] [added: Chain](#s06C511B076C353BD910679CBB75540BF)] | [removed: [21](#s9A6358F42A9253139721464428AE7C4B)] [added: [21](#s06C511B076C353BD910679CBB75540BF)] |

| | [XVII. [removed: Insurance](#s6A39C01E5241528A96CD008116CF5147)] [added: Insurance](#sE5C3315C705A58C3ABC2C94312FE5BD2)] | [removed: [21](#s6A39C01E5241528A96CD008116CF5147)] [added: [21](#sE5C3315C705A58C3ABC2C94312FE5BD2)] |

| | [XVIII. Port Destinations and Private [removed: Islands](#sEADA86E7123F56ECB66AD19483F61665)] [added: Islands](#s146562C6420F54C6A6D77DE290637D8F)] | [removed: [22](#sEADA86E7123F56ECB66AD19483F61665)] [added: [22](#s146562C6420F54C6A6D77DE290637D8F)] |

| | [XIX. Governmental [removed: Regulations](#sE14E9F824AFC5D409D34665F7A27F10C)] [added: Regulations](#sFFBF4B0E782059ED9C87E0A8F4811DD9)] | [removed: [22](#sE14E9F824AFC5D409D34665F7A27F10C)] [added: [22](#sFFBF4B0E782059ED9C87E0A8F4811DD9)] |

| | [XX. [removed: Taxation](#sAA43D50D9EDD58F28D467EE9E69CB8A1)] [added: Taxation](#s4E112CD9C8505E7B8AC3496B549A482F)] | [removed: [28](#sAA43D50D9EDD58F28D467EE9E69CB8A1)] [added: [28](#s4E112CD9C8505E7B8AC3496B549A482F)] |

| | [XXI. Trademarks and Other Intellectual [removed: Property](#s0F1936AD1C295280BC39311B5CBFC080)] [added: Property](#s67CA44B5EA025382914E10846DBE6982)] | [removed: [29](#s0F1936AD1C295280BC39311B5CBFC080)] [added: [30](#s67CA44B5EA025382914E10846DBE6982)] |

| | [XXII. [removed: Competition](#s4A5355DA28B4589CAB0F4CE92EC12370)] [added: Competition](#s3F816ADB4B2D57039EB951684A0AE58E)] | [removed: [29](#s4A5355DA28B4589CAB0F4CE92EC12370)] [added: [30](#s3F816ADB4B2D57039EB951684A0AE58E)] |

| | [D. Website Access to Carnival Corporation & plc SEC [removed: Reports](#sD01462D8F9325675AB8A041FFE4DB77B)] [added: Reports](#s37BB2592A3225D5987DF93351D1CC55F)] | [removed: [30](#sD01462D8F9325675AB8A041FFE4DB77B)] [added: [30](#s37BB2592A3225D5987DF93351D1CC55F)] |

| | [E. Industry and Market [removed: Data](#sA8265C08CF6152188FF12A59083D1C46)] [added: Data](#s8186ACA9110E5919B8DFD8DB095B1373)] | [removed: [30](#sA8265C08CF6152188FF12A59083D1C46)] [added: [30](#s8186ACA9110E5919B8DFD8DB095B1373)] |

| Item 1A. | [Risk [removed: Factors](#sF38A25D090515CBFAF43AF872DD4D1A1)] [added: Factors](#s2D9A9D13EE595CFD9E60C87BF85BA43D)] | [removed: [31](#sF38A25D090515CBFAF43AF872DD4D1A1)] [added: [31](#s2D9A9D13EE595CFD9E60C87BF85BA43D)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s8699E2D1528D5C3BB9DC36EED4070F17)] [added: Comments](#s41C41965DB1B502BA6C93A6A1C530713)] | [removed: [37](#s8699E2D1528D5C3BB9DC36EED4070F17)] [added: [33](#s41C41965DB1B502BA6C93A6A1C530713)] |

| [removed: |] Item 2. | [removed: [Properties](#s5E05CAB365A256F28699247A2028743C)] [added: [Properties](#sDF8918485A295A8DBF8701C780D21C3E)] | [removed: [37](#s5E05CAB365A256F28699247A2028743C)] [added: [34](#sDF8918485A295A8DBF8701C780D21C3E)] |

10-K 1 a2018form10-kfrontpart.htm 10-K

| | [A. Overview](#s1F18C50E06E0509EB8D6B900F28B8C4E) | [4](#s1F18C50E06E0509EB8D6B900F28B8C4E) |

| | [I. Summary](#s1F18C50E06E0509EB8D6B900F28B8C4E) | [4](#s1F18C50E06E0509EB8D6B900F28B8C4E) |

| | [I. Overview](#s405D38A72BDB51B8B43E3C3D639F0F80) | [6](#s405D38A72BDB51B8B43E3C3D639F0F80) |

| | | |

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

| | | |

| | | |

| | | |

| | | |

10-K 1 a2017form10-kfrontpart.htm 10-K

| | [A. Overview](#sFBCC43F9B6A450D7B313CE5D50D9C8C8) | [4](#sFBCC43F9B6A450D7B313CE5D50D9C8C8) |

| | [I. Summary](#sFBCC43F9B6A450D7B313CE5D50D9C8C8) | [4](#sFBCC43F9B6A450D7B313CE5D50D9C8C8) |

| | [I. Overview](#s44D64AD46CBF5F56A68BF38FDF975FD3) | [6](#s44D64AD46CBF5F56A68BF38FDF975FD3) |

| | | | |

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

Market Information, Holders and Performance Graph.

Portions of the Registrants’ [removed: 2018] [added: 2019] 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 November 30, [removed: 2017,] [added: 2018,] the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

| Miami, FL, U.S.A. | | [removed: 463/55] [added: 463/61] | | Own/Lease | | Carnival Corporation and Carnival Cruise Line |

| Genoa, Italy | | 246/66 | | Own/Lease | | [removed: AIDA and] Costa [added: and AIDA] |

| Santa Clarita, CA, U.S.A. | | 311 | | Lease | | [added: Princess Cruises,] Holland America [removed: Line, Princess Cruises] [added: Line] and Seabourn |

| Rostock, Germany | | 224 | | Own | | [removed: AIDA and] Costa [added: and AIDA] |

| Seattle, WA, U.S.A. | | 175 | | Lease | | [added: Princess Cruises,] Holland America [removed: Line, Princess Cruises] [added: Line] and Seabourn |

| Hamburg, Germany | | [removed: 137] [added: 146] | | Lease | | [removed: AIDA and] Costa [added: and AIDA] |

| Sydney, NSW, Australia | | 37 | | Lease | | [removed: P&O] [added: Princess] Cruises [removed: (Australia)] and [removed: Princess] [added: P&O] Cruises [added: (Australia)] |

| Shanghai, China | | 32 | | Lease | | Costa |

| Micky Arison | [removed: 68] [added: 69] | | [removed: 46] [added: 47] | | Chairman of the Boards of Directors |

| David Bernstein | [removed: 60] [added: 61] | | [removed: 19] [added: 20] | | Chief Financial Officer and Chief Accounting Officer |

| Arnold W. Donald | [removed: 63] [added: 64] | | [removed: 17] [added: 18] | | President and Chief Executive Officer and Director |

| Stein Kruse | [removed: 59] [added: 60] | | [removed: 18] [added: 19] | | Group Chief Executive Officer of Holland America Group and Carnival UK |

| Arnaldo Perez | [removed: 57] [added: 58] | | [removed: 25] [added: 26] | | General Counsel and Secretary |

| Michael Thamm | [removed: 54] [added: 55] | | [removed: 24] [added: 25] | | Group Chief Executive Officer of Costa Group and Carnival Asia |

Stein Kruse has been the Group Chief Executive Officer of Holland America Group and Carnival UK since [removed: July] 2017.

He was Chief Executive Officer of Holland America Group from 2013 to [removed: July] 2017.

Michael Thamm has been Group Chief Executive Officer of Costa Group since 2012 and of Carnival Asia since [removed: December 2016.][added: 2017.]

Dividends payable in sterling will be converted from U.S. dollars into sterling at the U.S. dollar to sterling [removed: exchange rate quoted by the Bank of England in London at 12:00 p.m.]

We cannot be certain that Carnival Corporation and Carnival plc will continue their dividend in the future, and if so, the amount and timing of such future dividends are not determinable and may be different than [removed: the levels and have a different timing than are disclosed above.][added: prior declarations.]

[removed: On] [added: Effective] April [removed: 6, 2017,] [added: 10 and August 27, 2018,] the [removed: Boards of Directors] [added: company] approved [removed: a modification] [added: modifications] of the general authorization under the Repurchase Program, which replenished the remaining authorized repurchases at the time of the [removed: approval] [added: approvals] to $1.0 billion.

During the three months ended November 30, [removed: 2017,] [added: 2018,] repurchases of Carnival Corporation common stock pursuant to the Repurchase Program were as follows:

During the three months ended November 30, [removed: 2017,] [added: 2018,] repurchases of Carnival plc ordinary shares pursuant to the Repurchase Program were as follows:

| [removed: Ÿ] [added: •] | In the event Carnival Corporation common stock trades at a premium to Carnival plc ordinary shares, we may elect to sell shares of Carnival Corporation common stock, at prevailing market prices in ordinary brokers’ transactions and repurchase an equivalent number of Carnival plc ordinary shares in the UK market. |

| [removed: Ÿ] [added: •] | In the event Carnival plc ordinary shares trade at a premium to Carnival Corporation common stock, we may elect to sell ordinary shares of Carnival plc, at prevailing market prices in ordinary brokers’ transactions and repurchase an equivalent number of shares of Carnival Corporation common stock in the U.S. [added: market.] |

| • | In [removed: February] 2016, to sell up to 26.9 million of existing shares of Carnival plc in the UK market and repurchase up to 26.9 million shares of Carnival Corporation common stock in the U.S. market. |

During the three months ended November 30, [removed: 2017,] [added: 2018,] no Carnival Corporation common stock or Carnival plc ordinary shares were sold or repurchased under the Stock Swap Programs.

The existing shareholder approval is limited to a maximum of [removed: 21.6] [added: 20.9] million ordinary shares and is valid until the earlier of the conclusion of the Carnival plc [removed: 2018] [added: 2019] annual general meeting or [removed: July 4, 2018.][added: October 11, 2019.]

exchange rate quoted by the Bank of England in London at 12:00 p.m.

| September 1, 2018 through September 30, 2018 | | — | | | $ | — | | | $ | 919 | |

| October 1, 2018 through October 31, 2018 | | — | | | $ | 55.20 | | | $ | 767 | |

| November 1, 2018 through November 30, 2018 | | — | | | $ | — | | | $ | 726 | |

| | | — | | | $ | 55.20 | | | | | |

| September 1, 2018 through September 30, 2018 | | 1.1 | | | $ | 62.13 | | | $ | 919 | |

| October 1, 2018 through October 31, 2018 | | 2.7 | | | $ | 56.69 | | | $ | 767 | |

| November 1, 2018 through November 30, 2018 | | 0.7 | | | $ | 58.08 | | | $ | 726 | |

| | | 4.5 | | | $ | 58.24 | | | | | |

Carnival Corporation and Carnival plc declared quarterly cash dividends on all of their common stock and ordinary shares as follows:

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

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

| | Quarters Ended | | | | | | | | | | | | | | |

| | February 28/29 | | | | May 31 | | | | August 31 | | | | November 30 | | |

| 2017 | $ | 0.35 | | | $ | 0.40 | | | $ | 0.40 | | | $ | 0.45 | |

| 2016 | $ | 0.30 | | | $ | 0.35 | | | $ | 0.35 | | | $ | 0.35 | |

| September 1, 2017 through September 30, 2017 | | 0.8 | | | $ | 66.31 | | | $ | 760 | |

| October 1, 2017 through October 31, 2017 | | 0.1 | | | $ | 66.25 | | | $ | 673 | |

| November 1, 2017 through November 30, 2017 | | 0.1 | | | $ | 64.87 | | | $ | 587 | |

| | | 1.0 | | | $ | 66.23 | | | | | |

| September 1, 2017 through September 30, 2017 | | 0.2 | | | $ | 64.41 | | | $ | 760 | |

| October 1, 2017 through October 31, 2017 | | 1.2 | | | $ | 65.20 | | | $ | 673 | |

| November 1, 2017 through November 30, 2017 | | 1.3 | | | $ | 65.44 | | | $ | 587 | |

| | | 2.7 | | | $ | 65.24 | | | | | |

Any realized economic benefit under the Stock Swap Programs is used for general corporate purposes, which could include repurchasing additional stock under the Repurchase Program.

Our President and Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, [removed: 2017,] [added: 2018,] that they are effective as described above.

Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of November 30, [removed: 2017.][added: 2018.]

PricewaterhouseCoopers LLP, the independent registered [removed: 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: 2017] [added: 2018] 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: 2017] [added: 2018] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

The additional information required by Item 10 is incorporated herein by reference from 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: 2017] [added: 2018] 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 from 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: 2017] [added: 2018] fiscal year.

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: 2017.][added: 2018.]

| Equity compensation plans approved by security holders | | [removed: 2.3] [added: 2.0] | | (a) | \- | | [removed: 10.0] [added: 8.6] | | (b) |

| (a) | Represents [removed: 2.3] [added: 2.0] million of 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: 2017] [added: 2018] as follows: [removed: 2.1] [added: 2.0] million under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 28,839] [added: 43,376] shares subject to purchase during the current purchase period and [removed: 7.9] [added: 6.6] million under the Carnival Corporation 2011 Stock Plan. |

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: 2017.][added: 2018.]

| Equity compensation plans approved by security holders | | [removed: 0.7] [added: 0.6] | | (a) | \- | | [removed: 7.6] [added: 6.9] | |

| (a) | Represents [removed: 0.7] [added: 0.6] million restricted share units outstanding under the Carnival plc [removed: 2005 Employee Share Plan and Carnival plc] 2014 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: 2017] [added: 2018] fiscal year.

The information required by Items 13 and 14 is incorporated herein by reference from 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: 2017] [added: 2018] fiscal year.

| | | 2.0 | | | \- | | 8.6 | | |

| | | 0.6 | | | \- | | 6.9 | |

| | | 2.3 | | | \- | | 10.0 | | |

| | | 0.7 | | | \- | | 7.6 | |

| 4.1 | [Agreement of Carnival Corporation and Carnival plc, dated January [removed: 19, 2018] [added: 18, 2019] to furnish certain debt instruments to the Securities and Exchange [removed: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit41201710-k.htm)] [added: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit41201810-k.htm)] | | | | | | | X |

| [removed: 10.5*] [added: 10.8*] | [Amended and Restated Carnival plc [removed: 2005] [added: 2014] Employee Share [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000119312509071231/dex101.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000001/exhibit1039201610-k.htm)] | [removed: 10-Q] [added: 10-K] | | [removed: 10.1] [added: 10.39] | | [removed: 4/2/09] [added: 1/30/17] | | |

| [removed: 10.6] [added: 10.5] | [Succession 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).](http://www.sec.gov/Archives/edgar/data/815097/000081509702000028/may-10q_2q02.txt) | 10-Q | | 10.2 | | 7/12/02 | | |

| [removed: 10.7*] [added: 10.6*] | [Amended and Restated Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000001/exhibit1023201610-k.htm) | 10-K | | 10.23 | | 1/30/17 | | |

| [removed: 10.8*] [added: 10.14*] | [Form of Executive Restricted Stock Agreement for the Carnival Corporation 2011 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000119312512141856/d308899dex102.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509716000040/ex104.htm)] | 10-Q | | [removed: 10.2] [added: 10.4] | | [removed: 3/30/12] [added: 7/1/16] | | |

| [removed: 10.9*] [added: 10.7*] | [Employment Agreement dated as of October 14, 2013 between Carnival Corporation, Carnival plc and Arnold W. Donald.](http://www.sec.gov/Archives/edgar/data/815097/000081509714000006/ex-102.htm) | 10-Q | | 10.2 | | 10/3/14 | | |

| 10.10* | [removed: [Amended and Restated] [added: [Form of Performance-Based Restricted Stock Unit Agreement for the] Carnival plc 2014 Employee Share [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000001/exhibit1039201610-k.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x2xq22015.htm)] | [removed: 10-K] [added: 10-Q] | | [removed: 10.39] [added: 10.2] | | [removed: 1/30/17] [added: 7/1/15] | | |

| [removed: 10.11*] [added: 10.9*] | [Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x1xq22015.htm) | 10-Q | | 10.1 | | 7/1/15 | | |

| [removed: 10.12*] [added: 10.26*] | [Form of Performance-Based Restricted [removed: Stock] [added: Share] Unit Agreement for the Carnival plc 2014 Employee Share [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x2xq22015.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000018/ex_104q12018.htm)] | 10-Q | | [removed: 10.2] [added: 10.4] | | [removed: 7/1/15] [added: 3/22/18] | | |

| [removed: 10.13*] [added: 10.11*] | [Carnival Corporation & plc Management Incentive Plan (adopted in 2015).](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x3xq22015.htm) | 10-Q | | 10.3 | | 7/1/15 | | |

| [removed: 10.14*] [added: 10.12*] | [Amendment to Facilities Agreement dated May 18, 2016 among Carnival Corporation, Carnival plc and certain of Carnival Corporation and [removed: Carnivalplc] [added: Carnival plc] 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.](http://www.sec.gov/Archives/edgar/data/815097/000081509716000040/ex101.htm) | 10-Q | | 10.1 | | 7/1/16 | | |

| [removed: 10.15*] [added: 10.13*] | [Form of Executive Restricted Share Unit Award Certificate for the Carnival plc 2014 Employee Share Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509716000040/ex103.htm) | 10-Q | | 10.3 | | 7/1/16 | | |

| [removed: 10.16*] [added: 10.25*] | [Form of [removed: Executive] [added: Performance-Based] Restricted Stock [added: Unit] Agreement for the Carnival Corporation 2011 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509716000040/ex104.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000018/ex_103q12018.htm)] | 10-Q | | [removed: 10.4] [added: 10.3] | | [removed: 7/1/16] [added: 3/22/18] | | |

| [removed: 10.17*] [added: 10.15*] | [Amendment dated October 18, 2016 to Employment Agreement dated October 14, 2016 between Carnival Corporation, Carnival plc and Arnold W. Donald.](http://www.sec.gov/Archives/edgar/data/815097/000119312516743819/d271480dex991.htm) | 8-K | | 99.1 | | 10/21/16 | | |

| [removed: 10.18*] [added: 10.16*] | [Form of Management Incentive Plan Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000008/ex101_q12017.htm) | 10-Q | | 10.1 | | 3/30/17 | | |

| [removed: 10.19*] [added: 10.17*] | [Form of Management Incentive Plan Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000008/ex102_q12017.htm) | 10-Q | | 10.2 | | 3/30/17 | | |

| [removed: 10.20*] [added: 10.18*] | [Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000008/ex103_q12017.htm) | 10-Q | | 10.3 | | 3/30/17 | | |

| [removed: 10.21*] [added: 10.19*] | [Employment Contract dated April 21, 2017 between Carnival plc and Michael Olaf Thamm.](http://www.sec.gov/Archives/edgar/data/815097/000119312517142955/d383775dex101.htm) | 8-K | | 10.1 | | 4/27/17 | | |

| [removed: 10.22*] [added: 10.20*] | [Form of Non-Employee Director Restricted Stock Award Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000016/ex102_q22017-.htm) | 10-Q | | 10.2 | | 6/30/17 | | |

| [removed: 10.23*] [added: 10.21*] | [Form of Performance-Based Restricted Share Unit Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000016/ex103_q22017.htm) | 10-Q | | 10.3 | | 6/30/17 | | |

| [removed: 10.24*] [added: 10.22*] | [Form of Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000016/ex104_q22017.htm) | 10-Q | | 10.4 | | 6/30/17 | | |

| 13 | [Portions of [removed: 2017] [added: the 2018] Annual [removed: Report.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/a2017ex-13.htm)] [added: Report.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/a2018ex-13.htm)] | | | | | | | X |

| 21 | [Subsidiaries of Carnival Corporation and Carnival [removed: plc.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit21201710-k.htm)] [added: plc.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit21201810-k.htm)] | | | | | | | X |

| 23 | [Consent of Independent Registered [removed: Certified] Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit23201710-k.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit23201810-k.htm)] | | | | | | | X |

| 24 | [removed: [Powers] [added: [Power] 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 [removed: 2017] [added: 2018] joint Annual Report on Form 10-K and any future amendments on their [removed: behalf.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit24201710-k.htm)] [added: behalf.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit24201810-k.htm)] | | | | | | | X |

| 31.1 | [Certification 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit311201710-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit311201810-k.htm)] | | | | | | | X |

| 31.2 | [Certification 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit312201710-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit312201810-k.htm)] | | | | | | | X |

| 31.3 | [Certification 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit313201710-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit313201810-k.htm)] | | | | | | | X |

| 31.4 | [Certification 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit314201710-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit314201810-k.htm)] | | | | | | | X |

| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit321201710-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit321201810-k.htm)] | | | | | | | 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit322201710-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit322201810-k.htm)] | | | | | | | 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit323201710-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit323201810-k.htm)] | | | | | | | 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit324201710-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit324201810-k.htm)] | | | | | | | X |

| 101 | The consolidated financial statements from Carnival Corporation & plc’s Form 10-K for the year ended November 30, [removed: 2017,] [added: 2018,] as filed with the SEC on January [removed: 29, 2018] [added: 28, 2019] formatted in XBRL, are as follows: | | | | | | | |

| | (i) the Consolidated Statements of Income for the years ended November 30, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015;] [added: 2016;] | | | | | | | X |

| | (ii) the Consolidated Statements of Comprehensive Income for the years ended November 30, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015;] [added: 2016;] | | | | | | | X |

| | (iii) the Consolidated Balance Sheets at November 30, [removed: 2017] [added: 2018] and [removed: 2016;] [added: 2017;] | | | | | | | X |

| | (iv) the Consolidated Statements of Cash Flows for the years ended November 30, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015;] [added: 2016;] | | | | | | | X |

| | (v) the Consolidated Statements of Shareholders’ Equity for the years ended November 30, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] and | | | | | | | X |

| 10.23* | [Form of Management Incentive Plan Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000018/ex_101q12018.htm) | 10-Q | | 10.1 | | 3/22/18 | | |

| 10.24* | [Form of Management Incentive Plan Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000018/ex_102q12018.htm) | 10-Q | | 10.2 | | 3/22/18 | | |

| 10.27* | [Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000026/ex_10x1xq22018.htm) | 10-Q | | 10.1 | | 6/25/18 | | |

| 10.28* | [Form of Non-Employee Director Restricted Stock Award Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000026/ex_10x2xq22018.htm) | 10-Q | | 10.2 | | 6/25/18 | | |

| | | | | | | | | |

| Statements regarding computations of ratios | | | | | | | | |

| 12 | [Ratio of Earnings to Fixed Charges.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit12201710-k.htm) | | | | | | | X |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| /s/*Katie Lahey | /s/*Katie Lahey |

| Katie Lahey | Katie Lahey |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| January 28, 2019 | January 28, 2019 |

| Director | Director |

| January 28, 2019 | January 28, 2019 |

| | |

| January 28, 2019 | January 28, 2019 |

| January 29, 2018 | January 29, 2018 |