Carnival (CCL) 10-K risk factor changes: FY2019 vs FY2018

[removed: Adverse world] [added: *a.* *World] events impacting the ability or desire of people to travel may lead to a decline in demand for [removed: cruises][added: cruises*]

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

[removed: In 2019,] [added: Furthermore,] uncertainties resulting from the UK’s expected exit from the European Union may impact our business.

[removed: Incidents] [added: *b.* *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 [removed: damage][added: damage*]

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

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

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

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

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

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

| [removed: f.] [added: *f.*] | [removed: Increases] [added: *Increases] in fuel [removed: prices] [added: prices, changes in the types of fuel consumed] and availability of fuel supply may adversely impact our scheduled itineraries and [removed: costs] [added: costs*] |

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

Additionally, certain of our ships are designed to use LNG as [removed: a] [added: their primary] fuel source.

At this time, the marine LNG distribution infrastructure is in the early stages of development with a limited number of [removed: suppliers and purchasing is usually made through long-term contracts.][added: suppliers.]

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

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

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 [removed: region] [added: region,] or for a particular itinerary.

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

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

[removed: Cautionary] [added: Cautionary] Note Concerning Factors That May Affect Future [removed: Results][added: Results]

“Risk Factors.” This item contains important cautionary statements and a discussion of the known factors that we consider could materially affect the accuracy of our forward-looking [removed: statements and adversely affect our business, results of operations and financial position.]

You should carefully consider the following discussion of significant factors, events and uncertainties that make an investment in the Company’s securities risky and provide important information for the understanding of the “forward-looking” statements discussed in this Form 10-K and elsewhere.

These risk factors should be read in conjunction with other information in this Form 10-K.

The events and consequences discussed in these risk factors could have a material adverse effect on the Company’s business, financial condition, operating results and stock price.

These risk factors do not identify all risks that the Company faces; operations could also be affected by factors, events, or uncertainties that are not presently known to the Company or that the Company currently does not consider to present significant risks to its operations.

In addition, the current global economic climate amplifies many of these risks.

Our ability to attract and retain guests and crew, depends in part, upon the perception and reputation of our company.

Changes in climate may increase the frequency and intensity of adverse weather patterns, make certain destinations less desirable or impact our business in other ways.

In addition, there is increased global focus on climate change, which may lead to

additional regulatory requirements.

We are subject to a court-ordered environmental compliance plan supervised by the U.S. District Court for the Southern District of Florida, which is operative until at least April 2022 and subjects our operations to additional review and other obligations.

Failure to comply with the requirements of this environmental compliance plan or other special conditions of probation could result in fines, which the court has imposed in the past, and restrictions on our operations.

As a result of changes in regulations, we expect to consume a larger percentage of low sulfur fuel in 2020, which will likely increase our fuel costs.

statements and adversely affect our business, results of operations and financial position.

You should carefully consider the specific risk factors set forth below and the other information contained or incorporated by reference in this document, as these are important factors that could cause our actual results, performance or achievements to differ materially from our expected or historical results.

a.

b.

c.

We may experience difficulties in operating and maintaining new LNG-based engine technology.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, is shown in [removed: Exhibit 13] [added: [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] and is incorporated by reference into this Form 10-K.

Quantitative and Qualitative Disclosures About Market Risk, is shown in Management’s Discussion and Analysis of Financial Condition and Results of Operations in [removed: Exhibit 13] [added: [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] and is incorporated by reference into this Form 10-K.

Item 8.

Financial Statements and Supplementary Data.

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

[removed: Overview][added: A. Overview]

| [removed: I.] [added: I.] | [removed: Summary] [added: Summary] |

The two companies operate as if they are a single economic enterprise with a single senior executive management team and identical Boards of [removed: Directors (“BODs”),] [added: Directors,] but each has retained its separate legal identity.

We are also the largest cruise company, carrying nearly [removed: half] [added: 45 percent] of global cruise guests, and a leading provider of vacations to all major cruise destinations throughout the world.

| [removed: II.] [added: II.] | [removed: Vision,] [added: Vision,] Goals and Related [removed: Strategies] [added: Strategies] |

[removed: Our vision is “Together we deliver unmatched joyful vacation experiences and breakthrough shareholder returns by exceeding guest expectations and leveraging our scale.”] We believe our portfolio of brands is instrumental to achieving our vision and maintaining our cruise industry leadership [removed: positions.][added: position.]

Our primary financial goals are to profitably grow our cruise business and [removed: increase] [added: grow] our return on invested [removed: capital,] [added: capital over time,] while maintaining [removed: our] [added: a] strong [added: balance sheet and] investment grade credit [removed: ratings and balance sheet.][added: ratings.]

To reach our primary financial goals, we continue to implement initiatives to create additional demand for our brands in excess of [removed: measured] [added: our planned] capacity [removed: growth, ultimately leading to higher revenue yields.][added: growth.]

We [removed: will] continue to identify opportunities to enhance our cruise products and services and optimize our cost structure while preserving the unique identities of our individual brands.

We [removed: have made significant investments] [added: continue to invest] in [removed: performing] customer [removed: segmentation analyses] and [removed: data analytics to gain] [added: market] insight [removed: into] [added: to better understand] our guests’ [removed: decision-making] [added: decision making] process and vacation needs enabling us to identify new marketing opportunities and further grow our share of their vacation spend.

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, as evidenced by our new state-of-the-art revenue management system implemented across six brands in 2018.][added: models.]

We have [added: increased our focus on growing onboard revenues and have] invested in new marketing [removed: technologies] [added: capabilities] to further engage our guests by bringing to life the cruise experience.

We are building new, innovative, purpose-built ships that are larger, more [removed: fuel] efficient, have an improved mix of guest accommodations and present a wider range of onboard amenities and features.

As of November 30, [removed: 2018,] [added: 2019,] we have a total of [removed: 21] [added: 17] cruise ships scheduled to be delivered through 2025.

Since 2006, we have sold [removed: 28] [added: 30] ships and our newbuild program has been designed to consider an expected acceleration in our fleet replacement cycle over time.

We believe that our most significant long-term growth opportunity in Asia is in China, due to its large and growing middle-class [added: population, expansion of its international tourism and the government’s plan to support the cruise industry.]

During [removed: 2019,] [added: 2020,] we expect that [removed: 4.0%] [added: 5.0%] of our total capacity will be home ported in China.

With 104 ships and [removed: 12.4] [added: 12.9] million guests in [removed: 2018,] [added: 2019,] 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.

Having global leaders in communications, [added: ethics and compliance,] innovation, maritime, [removed: procurement, revenue management] [added: procurement] and strategy supports collaboration and communication across our brands and helps coordinate our global efforts.

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

Since resuming our stock repurchase program in late 2015, we repurchased approximately [removed: 87] [added: 100] million shares for [removed: $4.6] [added: $5.2] billion.

Over the same time period, we have nearly doubled our quarterly dividend, distributing a total of [removed: $3.8] [added: $5.2] billion in dividends to our shareholders.

Our [removed: commitment] [added: commitments] to the safety and comfort of our guests and crew [removed: is] [added: and protecting the environment are] paramount to the success of our business.

We continue to increase the scope and frequency of our training and invest millions of dollars to upgrade our equipment to new ship standards [removed: to ensure compliance] with [added: the aim of complying with] all environmental [removed: regulations.][added: regulations and minimizing our environmental impact.]

We enhance our guest experience by offering high quality destinations around the [removed: world] [added: world,] including a portfolio of private destinations that are uniquely tailored to our guests’ preferences.

[removed: Employees][added: XIII. Employees]

We believe in [added: building trust based relationships and] listening to and acting upon our employees’ perspectives and ideas and use employee feedback tools to monitor and improve our progress in this area.

[removed: Global] [added: B. Global] Cruise [removed: Industry][added: Industry]

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

[removed: Favorable] [added: II. Favorable] Characteristics of the Global Cruise [removed: Industry][added: Industry]

[removed: High] [added: a. High] Guest Satisfaction [removed: Rates][added: Rates]

[removed: Positive] [added: b. Positive] Demand [removed: Trends][added: Trends]

In North America alone, the number of Baby Boomers at retirement age increases from 48 million in 2015 to 56 million in 2020 and [removed: 74] [added: 73] million by 2030.

These changes in consumer behavior and demographics, along with growing populations, increasing wealth in developing countries and increased spending by consumers on experience versus products, will continue to drive demand for travel and the [added: global cruise industry.]

[removed: global cruise industry.][added: C. Our Global Cruise Business]

[removed: Wide Appeal][added: c. Wide Appeal]

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

| • Expanded entertainment [removed: options and] [added: options,] shipboard activities [added: and land-based excursions] | • Enhanced internet and communication capabilities |

[removed: Large] [added: d. Large] Addressable [removed: Markets][added: Markets]

The penetration rates below were computed based on the [removed: 2017] [added: 2018] global cruise guests carried from G.P. Wild (International Limited) (“G.P. Wild”), an independent cruise research company, as a percentage of total population:

At Carnival Corporation & plc, our highest responsibilities and our top priorities are to operate safely, to protect the environment, and to be in compliance everywhere we operate in the world.

On this foundation, we aspire to deliver unmatched joyful vacations for our guests, always exceeding their expectations and in doing so driving outstanding shareholder value.

We are committed to a positive and just corporate culture, based on inclusion and the power of diversity.

We operate with integrity, trust and respect for each other -- seeking collaboration, candor, openness and transparency at all times.

And we intend to be an exemplary corporate citizen leaving the people and the places we touch even better.

We are committed to enhancing a culture of compliance and integrity that adheres to legal and statutory requirements and the highest ethical principles.

Our goal is to foster a positive and just culture supporting recruiting, developing and retaining the finest employees.

I. Overview

Each brand in our portfolio meets the needs of a unique set of consumer psychographics and vacation needs which allows us to penetrate large addressable customer segments.

| 2019 | 550 | | 240 | | 30,100 | | 12,900 |

| | November 30, 2019 | | | | | |

| | 156,620 | | 63 | | | 67 |

| | 92,170 | | 37 | | | 37 |

| | 248,790 | | 100 | % | | 104 |

As of November 30, 2019, we have a total of 17 cruise ships scheduled to be delivered through 2025.

| *Ryndam* | May 2021 | | 2,650 | |

| *Costa Firenze* | September 2020 | | 4,240 | |

| *Costa Toscana* | May 2021 | | 5,330 | |

| *AIDAcosma* | May 2021 | | 5,440 | |

*Mardi Gras* will enter service in October 2020 and will be followed by a sister ship in 2022.

*Mardi Gras* features enhancements including Bolt, the first ever rollercoaster at sea, as well as new rooms which reflect innovative ergonomically-friendly designs.

The ship will also be home to Emeril’s Bistro 1396; the first ever seagoing restaurant associated with New Orleans’ most acclaimed and respected chef, Emeril Lagasse.

Carnival Cruise Line also invested in facial recognition technology to expedite embarkation and debarkation processes to improve the guest experience.

Lastly, Carnival Cruise Line has a strong and growing roster of partnerships, including: Shaquille O’Neil as the Chief Fun Officer, lending his fun, larger-than-life personality and playful spirit to inspire America to Choose Fun; and with celebrity chef Guy Fieri offering onboard dining experiences such as Guy’s Burger Joint and Guy’s Pig & Anchor Bar-B-Que.

The 3,660-passenger capacity ship features expansive Sky Suites, new al fresco dining options and enhanced entertainment.

The ship is the first newbuild to enter service offering MedallionClass vacations powered by the OceanMedallion™ wearable device.

Princess Cruises features an array of offerings for guests.

as well as Bistro Sur La Mer by French chef Emmanuel Renaut and other specialty dining restaurants from multiple Michelin star chefs.

Modernization of additional dining options is underway with the expansion of World Fresh Marketplace as well as the Eat Street outdoor venues.

Camp Discovery youth and teen centers offer the line’s youngest guests the opportunity to connect, play and learn; and the Reef splash zone now available on *Caribbean Princess* invites families and kids to experience a multi-functional area to engage and reconnect.

Original production shows created exclusively for Princess Cruises by Grammy® and Academy® award-winning composer, Stephen Schwartz, as well as new experiences, including Five Skies, Rock Opera, Jim Henson’s Inspired Silliness and the immersive Take Five jazz lounge are all designed to engage and entertain audiences.

MedallionClass vacations are currently onboard five Princess Cruises ships with six additional ships to be added in 2020.

Oprah Winfrey also served as godmother to *Nieuw Statendam.*

*Pacific Explorer* continues to host its annual comedy festival at sea, The Big Laugh.

*Seabourn Venture,* a new ultra-luxury expedition ship, is scheduled to launch in 2021 with a sister ship slated to launch in 2022.

The new ships will feature a brand new innovative design created specifically for the ultra-luxury expedition traveler.

A new and exciting offering will be two custom-built submarines carried onboard, providing an unforgettable up-close encounter of the world beneath the ocean’s surface.

The ships will also be designed to carry a complement of kayaks and Zodiacs, which will allow for a truly immersive experience.

Seabourn’s first world cruise in six years will depart from Miami in January 2020

and will delight travelers by making 62 ports of call while also offering a range of musical productions, deck parties and onboard enrichment programming designed to excite every passion and satisfy every taste.

A.

We also continue with initiatives to better coordinate and optimize our brands’ global itinerary strategies, maximizing guest satisfaction and profits.

population, expansion of its international tourism and the government’s plan to support the cruise industry.

Our goal is to recruit, develop and retain the finest employees.

B.

I.

II.

Social media has a powerful impact on consumer behavior.

Technology allows people to instantly share travel experiences within their social networks.

Seeing others embrace travel and experience the world in new ways inspires people to travel themselves.

Consumers are looking to experiences and learning for personal fulfillment.

While it is useful for the cruise industry to consider travel markets across demographic groups, the ability to identify and address target markets based on “psychographics” or attitudes that cut across demographics is even more meaningful.

A recent study by the American Society of Travel Agents (“ASTA”) indicates that the Millennial generation is even more likely to cruise and more likely to enjoy cruises than the Baby Boomer generation.

c.

d.

e.

f.

| 2016 | 470 | | 220 | | 25,200 | | 11,500 |

Our Global Cruise Business

| | November 30, 2018 | | | | | |

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

| | 84,400 | | 36 | | | 36 |

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

| Carnival Panorama | October 2019 | | 3,990 | |

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

| Newbuild | May 2021 | | 2,670 | |

| Costa Venezia (intended for Asia) | February 2019 | | 4,200 | |

| Newbuild (intended for Asia) | September 2020 | | 4,260 | |

| Newbuild | May 2021 | | 5,320 | |

| AIDAnova | December 2018 | | 5,230 | |

| Newbuild | May 2021 | | 5,410 | |

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

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.

Carnival Cruise Line also completed the fleet wide roll out of its innovative and highly-rated mobile Hub App.

The app also includes an innovative Chat feature in addition to fast access to everything happening onboard.

In addition, Carnival Cruise Line continues to increase the number of cruises to Cuba.

The 3,660-passenger capacity ship will feature expansive Sky Suites and signature Princess Cruises elements from the relaxing Sanctuary to the expansive three-deck Piazza-style Atrium.

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

We [removed: also] [added: continue to] believe that [added: we have a meritorious defense to this claim and that] the ultimate outcome of the proceedings 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 [removed: Pacific Explorer] [added: *Pacific Explorer*] while it was inside the Great Barrier Reef Marine Park on August 26, 2018.

As part of the previously disclosed settlement approved by the U.S. District Court of the Southern District of Florida in June 2019, Carnival Corporation paid a financial penalty, and is subject to ongoing oversight, environmental goals and certain reporting requirements, as well as a restructuring of its compliance function, relating to the violation of probation conditions for a plea agreement entered into by Princess Cruises and the U.S. Department of Justice in 2016.

We may be subject to further conditions and penalties in the event of future environmental incidents.

On November 12, 2019, in response to our application to the court of appeal, a verdict overturning the original conviction was handed down.

The prosecution has appealed to the French Supreme Court.

On October 23, 2019, a complaint was filed by a purported shareholder of Carnival plc in the New York Supreme Court, New York County, purporting to allege derivative claims on Carnival plc’s behalf for breach of fiduciary duty and corporate waste against the members of the Carnival plc Board of Directors (the “Board”).

The allegations relate to the criminal proceedings by the U.S. Department of Justice against Princess Cruise Lines, Ltd., which we previously disclosed.

Plaintiff seeks declaratory judgment that the Board breached their duties to Carnival plc, monetary damages and restitution to Carnival plc, punitive damages from the Board to Carnival plc, and an award of Plaintiff’s attorney’s fees and costs.

The defendants have not yet responded to the complaint.

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.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: | FORM 10-K |][added: FORM 10-K]

[removed: (Mark One)][added: (Mark One)]

| [removed: þ] [added: ☑] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

For the fiscal year ended November 30, [removed: 2018] [added: 2019] or

| [removed: ¨] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

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

[removed: | Carnival Corporation | Carnival plc | |][added: CARNIVAL CORPORATION & PLC]

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

| Republic of Panama | [added: | |] England and Wales | | [added: | |]

| (State or other jurisdiction of incorporation or organization) | [added: | |] (State or other jurisdiction of incorporation or organization) | | [added: | |]

| 59-1562976 | [added: | |] 98-0357772 | | [added: | |]

| (I.R.S. Employer Identification No.) | [added: | |] (I.R.S. Employer Identification No.) | | [added: | |]

| 3655 N.W. 87th Avenue [removed: Miami, Florida 33178-2428] | [added: | |] Carnival House, 100 Harbour Parade, [removed: Southampton SO15 1ST, United Kingdom] | | [added: | |]

| (Address of principal executive offices and zip code) | [added: | |] (Address of principal executive offices and zip code) | | [added: | |]

| (305) [added: |] 599-2600 | [added: |] 011 [added: |] 44 23 8065 5000 | [removed: |]

| (Registrant’s telephone number, including area code) | [added: | |] (Registrant’s telephone number, including area code) | |

[removed: |] Securities registered pursuant to Section 12(b) of the Act: [removed: | Securities registered pursuant to Section 12(b) of the Act: | |]

| [removed: Common Stock ($0.01 par value) |] Ordinary Shares each represented by American [removed: Depositary] [added: Depository] Shares ($1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust | [added: CUK] | [added: New York Stock Exchange, Inc. |]

| [removed: Name] [added: Title] of each [removed: exchange on which registered] [added: class] | [added: Trading Symbol(s) |] Name of each exchange on which registered | [removed: |]

| [removed: New York] [added: Common] Stock [removed: Exchange, Inc.] [added: ($0.01 par value)] | [added: CCL] | New York Stock Exchange, Inc. |

Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]

| Large accelerated filers | [removed: þ] [added: ☑] | Accelerated filers | [removed: ¨] [added: ☐] | Non-accelerated filers | [removed: ¨] [added: ☐] | Smaller reporting companies | [removed: ¨] [added: ☐] | Emerging growth companies | [removed: ¨] [added: ☐] |

[removed: |] 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: $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 $11.5] [added: $19.3] billion as of the last business day of the registrant’s most recently completed second fiscal quarter. [removed: |]

[removed: |] At January [removed: 17, 2019, Carnival Corporation had outstanding 526,719,965 shares of its Common Stock, $0.01 par value. | | At January 17, 2019,] [added: 16, 2020,] Carnival plc had outstanding [removed: 191,875,647] [added: 182,494,106] Ordinary Shares $1.66 par value, one Special Voting Share GBP 1.00 par value and [removed: 526,719,965] [added: 527,679,851] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. [removed: |]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the [removed: 2018] [added: 2019] Annual Report and [removed: 2019] [added: 2020] joint definitive Proxy Statement are incorporated by reference into Part II and Part III of this report.

[removed: FORM 10-K][added: FORM 10-K]

[removed: FOR] [added: FOR] THE FISCAL YEAR ENDED NOVEMBER [removed: 30, 2018][added: 30, 2019]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [removed: PART I] [added: PART I] | | |

| [removed: Item 1.] [added: Item 1.] | [removed: [Business](#s1F18C50E06E0509EB8D6B900F28B8C4E)] [added: [Business](#s69F262579E7A5241922CD0EAA37347D3)] | [removed: [4](#s1F18C50E06E0509EB8D6B900F28B8C4E)] [added: [4](#s69F262579E7A5241922CD0EAA37347D3)] |

| | [II. Vision, Goals and Related [removed: Strategies](#s2D1399D6FBC15C74BF3572CB4AC4BE98)] [added: Strategies](#s188201086907565C8F352169E4C258EE)] | [removed: [4](#s2D1399D6FBC15C74BF3572CB4AC4BE98)] [added: [4](#s188201086907565C8F352169E4C258EE)] |

| | [B. Global Cruise [removed: Industry](#s405D38A72BDB51B8B43E3C3D639F0F80)] [added: Industry](#s8F9189A9120E5014BCF4EC5C6C8E7AA7)] | [removed: [6](#s405D38A72BDB51B8B43E3C3D639F0F80)] [added: [6](#s8F9189A9120E5014BCF4EC5C6C8E7AA7)] |

| | [II. Favorable Characteristics of the Global Cruise [removed: Industry](#s613D2D83998B55C6BF351FF98F56D9BD)] [added: Industry](#s8491F1E8128D5181AD6705890A065778)] | [removed: [6](#s613D2D83998B55C6BF351FF98F56D9BD)] [added: [6](#s8491F1E8128D5181AD6705890A065778)] |

| | [III. Passenger Capacity and Cruise Guests Carried by Ocean Going [removed: Vessels](#s448EBD73453950E0B7004184A34C2276)] [added: Vessels](#s7969FB9C3D8A5445A10B3F689FEE7165)] | [removed: [8](#s448EBD73453950E0B7004184A34C2276)] [added: [8](#s7969FB9C3D8A5445A10B3F689FEE7165)] |

| | [C. Our Global Cruise [removed: Business](#s47827E030B7751589CACC89DAB650E2A)] [added: Business](#sE3DDB7E9BF8E526999A1F18D71FD2D04)] | [removed: [8](#s47827E030B7751589CACC89DAB650E2A)] [added: [8](#sE3DDB7E9BF8E526999A1F18D71FD2D04)] |

Commission file number: 001-9610

Commission file number: 001-15136

| | | | | | | |

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

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| Miami, | Florida | 33178-2428 | Southampton | SO15 1ST, | United Kingdom | |

| | | | | |

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

| | | | | |

| 1.625% Senior Notes due 2021 | CCL21 | New York Stock Exchange LLC |

| 1.875% Senior Notes due 2022 | CUK22 | New York Stock Exchange LLC |

| 1.000% Senior Notes due 2029 | CUK29 | New York Stock Exchange LLC |

Yes ☑ No ☐

Yes ☑ No ☐

Yes ☐ No ☑

At January 16, 2020, Carnival Corporation had outstanding 527,679,851 shares of its Common Stock, $0.01 par value.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was $8.1 billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

| | [A. Overview](#s69F262579E7A5241922CD0EAA37347D3) | [4](#s69F262579E7A5241922CD0EAA37347D3) |

| | [I. Summary](#s69F262579E7A5241922CD0EAA37347D3) | [4](#s69F262579E7A5241922CD0EAA37347D3) |

| | [I. Overview](#s8F9189A9120E5014BCF4EC5C6C8E7AA7) | [6](#s8F9189A9120E5014BCF4EC5C6C8E7AA7) |

| | [XI. Ethics and Compliance](#s538306f8508a48cf811cd5652a8f2fdb) | [19](#s538306f8508a48cf811cd5652a8f2fdb) |

| | [XII. Sustainability](#sE7BF757E85285874A747D852EE8DF8E8) | [19](#sE7BF757E85285874A747D852EE8DF8E8) |

| | [XIII. Employees](#s05982BC0449A575F9F22ABF108C5FC70) | [20](#s05982BC0449A575F9F22ABF108C5FC70) |

| | [XIV. Training](#s68BD0DBF5E415E889D1B6C0DE5A47F4C) | [20](#s68BD0DBF5E415E889D1B6C0DE5A47F4C) |

| | [XV. Information Technology](#sC1D6CE51AD2654FA89312CEB0E70A493) | [21](#sC1D6CE51AD2654FA89312CEB0E70A493) |

| | [XVI. Innovation](#s4B44D959F85158C08FC7D9E5FA722E78) | [21](#s4B44D959F85158C08FC7D9E5FA722E78) |

| | [XVII. Supply Chain](#sFA527E6F82DA5ECCAC6D99E8ACF26C9E) | [22](#sFA527E6F82DA5ECCAC6D99E8ACF26C9E) |

| | [XVIII. Insurance](#s14127AA7064857C89D0403A3B6A5778C) | [22](#s14127AA7064857C89D0403A3B6A5778C) |

| | [XX. Governmental Regulations](#s6F4CC6ADD43C5D2CB41A98650E10D646) | [23](#s6F4CC6ADD43C5D2CB41A98650E10D646) |

| | [XXI. Taxation](#s2D52C5157E905CCA95303D1700212F01) | [29](#s2D52C5157E905CCA95303D1700212F01) |

| | [XXIII. Competition](#s3978AACEB08157DE9DF0B6689F7F4CEC) | [31](#s3978AACEB08157DE9DF0B6689F7F4CEC) |

DOCUMENTS INCORPORATED BY REFERENCE

Item 8. Financial Statements and Supplementary Data.

Portions of the Registrants’ 2020 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.

Part and Item of the Form 10-K

Part III

Item 10. Directors, Executive Officers and Corporate Governance.

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

| |

| --- |

| | | |

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

| Title of each class | Title of each class | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

CARNIVAL CORPORATION & PLC

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

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

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

| | [XI. Sustainability](#s1DFF02CB5276586F8E67DF8158F32F3F) | [18](#s1DFF02CB5276586F8E67DF8158F32F3F) |

| | [XII. Employees](#s89044AEFA9BC5588855FF3F84E455297) | [19](#s89044AEFA9BC5588855FF3F84E455297) |

| | [XIII. Training](#s0660762322945626A66536105CE33124) | [20](#s0660762322945626A66536105CE33124) |

| | [XIV. Information Technology](#s9C74E055044550A694C372910D37C0C3) | [20](#s9C74E055044550A694C372910D37C0C3) |

| | [XV. Innovation](#sA99C584C554E5727B13EB7C13023A076) | [20](#sA99C584C554E5727B13EB7C13023A076) |

| | [XVI. Supply Chain](#s06C511B076C353BD910679CBB75540BF) | [21](#s06C511B076C353BD910679CBB75540BF) |

| | [XVII. Insurance](#sE5C3315C705A58C3ABC2C94312FE5BD2) | [21](#sE5C3315C705A58C3ABC2C94312FE5BD2) |

| | [XIX. Governmental Regulations](#sFFBF4B0E782059ED9C87E0A8F4811DD9) | [22](#sFFBF4B0E782059ED9C87E0A8F4811DD9) |

| | [XX. Taxation](#s4E112CD9C8505E7B8AC3496B549A482F) | [28](#s4E112CD9C8505E7B8AC3496B549A482F) |

| | [XXII. Competition](#s3F816ADB4B2D57039EB951684A0AE58E) | [30](#s3F816ADB4B2D57039EB951684A0AE58E) |

| | [Executive Officers of the Registrants](#s4C9F8BE0B4D8588DBE5A78929118523A) | [35](#s4C9F8BE0B4D8588DBE5A78929118523A) |

Item 5.

Item 6.

Item 7.

Item 7A.

[removed: PART I][added: PART I]

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

| [removed: Location] [added: Location] | | [removed: Square Footage] [added: Square Footage] (in thousands) | | [removed: Own/Lease] [added: Own/Lease] | | [removed: Principal Operations] [added: Principal Operations] |

| Hamburg, Germany | | [removed: 146] [added: 150] | | Lease | | Costa and AIDA |

Executive Officers of the Registrants

The table below sets forth the name, age, years of service and title of each of our executive officers.

Titles listed relate to positions within Carnival Corporation and Carnival plc unless otherwise noted.

| | | | | | |

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

| | Age | | Years of Service (a) | | Title |

| Micky Arison | 69 | | 47 | | Chairman of the Boards of Directors |

| David Bernstein | 61 | | 20 | | Chief Financial Officer and Chief Accounting Officer |

| Arnold W. Donald | 64 | | 18 | | President and Chief Executive Officer and Director |

| Stein Kruse | 60 | | 19 | | Group Chief Executive Officer of Holland America Group and Carnival UK |

| Arnaldo Perez | 58 | | 26 | | General Counsel and Secretary |

| Michael Thamm | 55 | | 25 | | Group Chief Executive Officer of Costa Group and Carnival Asia |

| | |

| --- | --- |

| (a) | Years of service with us or Carnival plc predecessor companies. |

Business Experience of Executive Officers

Micky Arison has been Chairman of the Boards of Directors since 1990 and a Director since 1987.

He was Chief Executive Officer from 1979 to 2013.

David Bernstein has been Chief Financial Officer since 2007 and Chief Accounting Officer since 2016.

From 2003 to 2007, he was Treasurer.

Arnold W.

Donald has been President and Chief Executive Officer since 2013.

He has been a Director since 2001.

Stein Kruse has been the Group Chief Executive Officer of Holland America Group and Carnival UK since 2017.

He was Chief Executive Officer of Holland America Group from 2013 to 2017.

From 2004 to 2013, he was President and Chief Executive Officer of Holland America Line.

Arnaldo Perez has been General Counsel and Secretary since 1995.

Michael Thamm has been Group Chief Executive Officer of Costa Group since 2012 and of Carnival Asia since 2017.

PART II

Selected Financial Data, is shown in [removed: Exhibit 13] [added: [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] and is incorporated by reference into this Form 10-K.

The financial statements, together with the report thereon of PricewaterhouseCoopers LLP, dated January 28, 2020, and the Selected Quarterly Financial Data (Unaudited) are shown in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm) and are incorporated by reference into this Form 10-K.

Portions of the Registrants’ 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.

Part and Item of the Form 10-K

Part III

Item 10.

Directors, Executive Officers and Corporate Governance.

Item 11.

Executive Compensation.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

[removed: Evaluation] [added: A. Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

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: 2018,] [added: 2019,] that they are effective as described above.

[removed: Management’s] [added: B. Management’s] Annual Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 Internal Control – Integrated Framework (the [removed: “COSO Framework”).]

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: 2018.][added: 2019.]

PricewaterhouseCoopers LLP, the independent registered 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: 2018] [added: 2019] as stated in their report, which is shown in [removed: Exhibit 13] [added: [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] and is incorporated by reference into this Form 10-K.

[removed: Changes] [added: C. Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

There have been no changes in our internal control over financial reporting during the quarter ended November 30, [removed: 2018] [added: 2019] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

“COSO Framework”).

A.

B.

C.

[removed: PART III][added: PART III]

On January 27, 2020, Debra Kelly-Ennis resigned from her position as a Director of Carnival Corporation and Carnival plc, including her role as a member of our HESS Committees effective that same day.

Her resignation was not the result of any disagreement between her and the company.

None.

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: 2018] [added: 2019] fiscal [removed: 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.][added: year.]

Directors

Information regarding our directors, as 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 2019 fiscal year.

Information About Our Executive Officers

The table below sets forth the name, age, years of service and title of each of our executive officers.

Titles listed relate to positions within Carnival Corporation and Carnival plc unless otherwise noted.

| | | | | | |

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

| | | | | | |

| | Age | | Years of Service (a) | | Title |

| Micky Arison | 70 | | 48 | | Chairman of the Boards of Directors |

| David Bernstein | 62 | | 21 | | Chief Financial Officer and Chief Accounting Officer |

| Arnold W. Donald | 65 | | 19 | | President and Chief Executive Officer and Director |

| Stein Kruse | 61 | | 20 | | Group Chief Executive Officer of Holland America Group and Carnival UK |

| Arnaldo Perez | 59 | | 27 | | General Counsel and Secretary |

| Michael Thamm | 56 | | 26 | | Group Chief Executive Officer of Costa Group and Carnival Asia |

| | |

| --- | --- |

| (a) | Years of service with us or Carnival plc predecessor companies. |

Business Experience of Executive Officers

Micky Arison has been Chairman of the Boards of Directors since 1990 and a Director since 1987.

He was Chief Executive Officer from 1979 to 2013.

David Bernstein has been Chief Financial Officer since 2007 and Chief Accounting Officer since 2016.

Arnold W.

Donald has been President and Chief Executive Officer since 2013.

He has been a Director since 2001.

Stein Kruse has been the Group Chief Executive Officer of Holland America Group and Carnival UK since 2017.

He was Chief Executive Officer of Holland America Group from 2013 to 2017.

Arnaldo Perez has been General Counsel and Secretary since 1995.

Michael Thamm has been Group Chief Executive Officer of Costa Group since 2012 and of Carnival Asia since 2017.

Corporate Governance

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: 2018] [added: 2019] fiscal year.

[removed: Securities] [added: A. Securities] Authorized for Issuance under Equity Compensation [removed: Plans][added: Plans]

[removed: Carnival Corporation][added: I. Carnival Corporation]

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: 2018.][added: 2019.]

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

| Equity compensation plans approved by security holders | | [removed: 2.0] [added: 2.3] | | (a) | \- | | [removed: 8.6] [added: 7.1] | | (b) |

| (a) | Represents [removed: 2.0] [added: 2.3] 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: 2018] [added: 2019] as follows: [removed: 2.0] [added: 1.9] million under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 43,376] [added: 44,873] shares subject to purchase during the current purchase period and [removed: 6.6] [added: 5.2] million under the Carnival Corporation 2011 Stock Plan. |

[removed: Carnival plc][added: II. Carnival plc]

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: 2018.][added: 2019.]

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

| Equity compensation plans approved by security holders | | 0.6 | | (a) | \- | | [removed: 6.9] [added: 6.6] | |

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: 2018] [added: 2019] fiscal year.

[removed: Certain] [added: Items 13 and 14. Certain] Relationships and Related Transactions, and Director Independence and Principal Accountant Fees and [removed: Services.][added: Services.]

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: 2018] [added: 2019] fiscal year.

[removed: PART IV][added: PART IV]

| | | (1) | | | | | | | |

| | | 2.3 | | | \- | | 7.1 | | |

| | | (1) | | | | | | |

| | | 0.6 | | | \- | | 6.6 | |

A.

I.

| | | (1) | | | | | | | |

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

II.

| | | (1) | | | | | | |

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

Items 13 and 14.

[removed: (a) (1) Financial Statements][added: (a) (1) Financial Statements]

The financial statements shown in [removed: Exhibit 13] [added: [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] are incorporated herein by reference into this Form 10-K.

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

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

| [removed: INDEX] [added: INDEX] TO [removed: EXHIBITS] [added: EXHIBITS] | | | | | | | | |

| | | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | | | | |

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

| [removed: Articles] [added: Articles] of incorporation and [removed: by-laws] [added: by-laws] | | | | | | | | |

| [removed: Instruments] [added: Instruments] defining the rights of security holders, including [removed: indenture] [added: indenture] | | | | | | | | |

| 4.1 | [Agreement of Carnival Corporation and Carnival plc, dated January 18, 2019 to furnish certain debt instruments to the Securities and Exchange [removed: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit41201810-k.htm)] [added: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit41201910-k.htm)] | | | | | | | X |

| [removed: Material contracts] [added: Material contracts] | | | | | | | | |

| [removed: Annual] [added: Annual] report to security [removed: holders] [added: holders] | | | | | | | | |

| 13 | [Portions of the [removed: 2018] [added: 2019] Annual [removed: Report.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/a2018ex-13.htm)] [added: Report.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] | | | | | | | X |

| [removed: Subsidiaries] [added: Subsidiaries] of the [removed: registrants] [added: registrants] | | | | | | | | |

| 21 | [Subsidiaries of Carnival Corporation and Carnival [removed: plc.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit21201810-k.htm)] [added: plc.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit21201910-k.htm)] | | | | | | | X |

| [removed: Consents] [added: Consents] of experts and [removed: counsel] [added: counsel] | | | | | | | | |

| 23 | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit23201810-k.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit23201910-k.htm)] | | | | | | | X |

| [removed: Power] [added: Power] of [removed: attorney] [added: attorney] | | | | | | | | |

| 24 | [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: 2018] [added: 2019] joint Annual Report on Form 10-K and any future amendments on their [removed: behalf.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit24201810-k.htm)] [added: behalf.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit24201910-k.htm)] | | | | | | | X |

| [removed: Rule] [added: Rule] 13a-14(a)/15d-14(a) [removed: certifications] [added: certifications] | | | | | | | | |

| 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/815097/000081509719000004/exhibit311201810-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit311201910-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/815097/000081509719000004/exhibit312201810-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit312201910-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/815097/000081509719000004/exhibit313201810-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit313201910-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/815097/000081509719000004/exhibit314201810-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit314201910-k.htm)] | | | | | | | X |

| [removed: Section] [added: Section] 1350 [removed: certifications] [added: 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509719000004/exhibit321201810-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit321201910-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/815097/000081509719000004/exhibit322201810-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit322201910-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/815097/000081509719000004/exhibit323201810-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit323201910-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/815097/000081509719000004/exhibit324201810-k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit324201910-k.htm)] | | | | | | | X |

| [removed: Interactive] [added: Interactive] data [removed: file] [added: file] | | | | | | | | |

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

| | (i) the Consolidated Statements of Income for the years ended November 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016;] [added: 2017;] | | | | | | | X |

| | (ii) the Consolidated Statements of Comprehensive Income for the years ended November 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016;] [added: 2017;] | | | | | | | X |

| | (iii) the Consolidated Balance Sheets at November 30, [removed: 2018] [added: 2019] and [removed: 2017;] [added: 2018;] | | | | | | | X |

| | (iv) the Consolidated Statements of Cash Flows for the years ended November 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016;] [added: 2017;] | | | | | | | X |

| | (v) the Consolidated Statements of Shareholders’ Equity for the years ended November 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] and | | | | | | | X |

| INDEX TO EXHIBITS | | | | | | | | |

| | | Incorporated by Reference | | | | | | |

| Exhibit Number | Exhibit Description | Form | | Exhibit | | Filing Date | | Filed Herewith |

| 4.12 | [Description of Equity Securities Registered under Section 12 of the Exchange Act.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit412-description.htm) | | | | | | | X |

| 4.13 | [Description of 1.625% Senior Notes Due 2021.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit413-description.htm) | | | | | | | X |

| 4.14 | [Description of 1.875% Senior Notes Due 2022.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit414-description.htm) | | | | | | | X |

| 4.15 | [Description of 1.000% Senior Notes Due 2029.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit415-description.htm) | | | | | | | X |

| INDEX TO EXHIBITS | | | | | | | | |

| | | Incorporated by Reference | | | | | | |

| Exhibit Number | Exhibit Description | Form | | Exhibit | | Filing Date | | Filed Herewith |

| INDEX TO EXHIBITS | | | | | | | | |

| | | Incorporated by Reference | | | | | | |

| Exhibit Number | Exhibit Description | Form | | Exhibit | | Filing Date | | Filed Herewith |

| 10.29* | [Form of Management Incentive Plan Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x1x1q2019.htm) | 10-Q | | 10.1 | | 4/9/19 | | |

| 10.30* | [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/815097/000081509719000011/ex_10x2x1q2019.htm) | 10-Q | | 10.2 | | 4/9/19 | | |

| 10.31* | [Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x3x1q2019.htm) | 10-Q | | 10.3 | | 4/9/19 | | |

| 10.32* | [Form of Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x4x1q2019.htm) | 10-Q | | 10.4 | | 4/9/19 | | |

| 10.33* | [Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000011/ex_10x5x1q2019.htm) | 10-Q | | 10.5 | | 4/9/19 | | |

| 10.34* | [Amended and Restated Carnival Corporation 2011 Stock Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000019/ex_10x1xq22019.htm) | 10-Q | | 10.1 | | 6/24/19 | | |

| INDEX TO EXHIBITS | | | | | | | | |

| | | Incorporated by Reference | | | | | | |

| Exhibit Number | Exhibit Description | Form | | Exhibit | | Filing Date | | Filed Herewith |

| 10.35* | [Amended and Restated Carnival plc 2014 Employee Share Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000019/ex_10x2xq22019.htm) | 10-Q | | 10.2 | | 6/24/19 | | |

| 10.36* | [Form of Non-Employee Director Restricted Stock Award Agreement for the Carnival Corporation 2011 Stock Plan](http://www.sec.gov/Archives/edgar/data/815097/000081509719000019/ex_10x3xq22019.htm) | 10-Q | | 10.3 | | 6/24/19 | | |

| 10.37* | [Amendment and Restatement Agreement dated August 6, 2019 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 Designated Activity Company as facilities agent and a syndicate of financial institutions](https://www.sec.gov/Archives/edgar/data/815097/000081509719000034/ex101q32019.htm) | 10-Q | | 10.1 | | 9/26/19 | | |

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| INDEX TO EXHIBITS | | | | | | | | |

| | | Incorporated by Reference | | | | | | |

| Exhibit Number | Exhibit Description | Form | | Exhibit | | Filing Date | | Filed Herewith |

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[removed: SIGNATURES][added: SIGNATURES]

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| January 28, 2020 | January 28, 2020 |

| | |

| Director | Director |

| January 28, 2019 | January 28, 2019 |

| /s/*Debra Kelly-Ennis | /s/*Debra Kelly-Ennis |

| Debra Kelly-Ennis | Debra Kelly-Ennis |

A.

Market Information

The information required by Item 201(a) of Regulation S-K, Market Information, is shown in Exhibit 13 and is incorporated by reference into this Form 10-K.

B.

Holders

The information required by Item 201(b) of Regulation S-K, Holders, is shown in Exhibit 13 and is incorporated by reference into this Form 10-K.

C.

Dividends

All dividends for both Carnival Corporation and Carnival plc are declared in U.S. dollars.

If declared, holders of Carnival Corporation common stock and Carnival plc American Depository Shares receive a dividend payable in U.S. dollars.

The dividends payable for Carnival plc ordinary shares are payable in sterling, unless the shareholders elect to receive the dividends in U.S. dollars.

Dividends payable in sterling will be converted from U.S. dollars into sterling at the U.S. dollar to sterling

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

on the next combined U.S. and UK business day that follows the quarter end.

The payment and amount of any future dividend is within the discretion of the Boards of Directors.

Our dividends were and will be based on a number of factors, including our earnings, liquidity position, financial condition, booking trends, capital requirements, credit ratings and the availability and cost of obtaining new debt.

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 prior declarations.

D.

Securities Authorized for Issuance under Equity Compensation Plans

The information required by Item 201(d) of Regulation S-K is incorporated by reference to Part III.

Item 12 of this Form 10-K.

E.

Performance Graph

The information required by Item 201(e) of Regulation S-K, Performance Graph, is shown in Exhibit 13 and is incorporated by reference into this Form 10-K.

F.

Issuer Purchases of Equity Securities; Use of Proceeds from Registered Securities

I.

Repurchase Program

Under a share repurchase program effective 2004, we are authorized to repurchase Carnival Corporation common stock and Carnival plc ordinary shares (the “Repurchase Program”).

Effective April 10 and August 27, 2018, the company approved modifications of the general authorization under the Repurchase Program, which replenished the remaining authorized repurchases at the time of the approvals to $1.0 billion.

The Repurchase Program does not have an expiration date and may be discontinued by our Boards of Directors at any time.

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

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

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

| 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 | | | | | |