Carnival (CCL) 10-K risk factor changes: FY2020 vs FY2019

You should carefully consider the following discussion of [removed: significant] [added: material] 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 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 [removed: significant] [added: material] risks to its operations.

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

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

Additionally, we [added: have been and] may [added: continue to] 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 visas.

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

[removed: *b.* *Incidents] [added: Incidents] concerning our ships, guests or the cruise vacation industry as well as adverse weather conditions and other natural disasters [removed: may] [added: have in the past and may, in the future,] impact the satisfaction of our guests and crew and lead to reputational [removed: damage*][added: damage.*]

Although our 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 [added: outbreaks,] accidents and other incidents in the past and we may experience similar or other incidents in the future.

[removed: *c.* *Changes] [added: 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 [removed: may] [added: have in the past and may, in the future,] lead to litigation, enforcement actions, fines, penalties, and reputational [removed: damage*][added: damage.*]

In addition, there is increased global focus on climate change, which may lead to [added: 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 [removed: at least] April 2022 and subjects our operations to additional review and other obligations.

We are subject to laws and requirements related to the treatment and protection of [added: personal,] sensitive [added: and/or other regulated] data in the jurisdictions where we operate.

[removed: | *d.* | *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 [removed: networks] [added: networks, including the recent ransomware incidents,] and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and [added: may] lead to reputational [removed: damage* |][added: damage.*]

We [added: have and] may [added: continue to] 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 [removed: economically] [added: motivated] driven attacks to malicious attacks [removed: targeting our key operating systems with the intent] [added: intended] to disrupt or compromise our shoreside and shipboard [removed: operations.][added: operations by targeting our key operating systems.]

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

[removed: | *e.* | *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.*]

Incidents involving cruise [removed: ships] [added: ships, including COVID-19 outbreaks on our ships,] and the related adverse media publicity, adverse economic conditions that negatively affect our profitability and increasing demand as a result of [removed: our and] the industry’s projected growth could negatively impact our ability to recruit, develop and retain sufficient qualified shipboard personnel.

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

As a result of changes in regulations, we [removed: expect to consume] [added: consumed] a larger percentage of low sulfur fuel in 2020, which will likely increase our fuel [removed: costs.][added: costs upon resumption of guest cruise operations.]

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

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

[removed: | *j.* |] [added: *i.*] *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.*]

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

[removed: 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,” “indicate,” “outlook,” and similar expressions of future intent or the negative of such terms.

| [removed: • Booking levels] [added: •Pricing] | [removed: • Estimates] [added: | | •Estimates] of ship depreciable lives and residual values | [added: | |]

| [removed: • Pricing and occupancy] [added: •Booking levels] | [removed: • Goodwill,] [added: | | •Goodwill,] ship and trademark fair values | [added: | |]

| [removed: • Interest,] [added: •Interest,] tax and fuel expenses | [removed: • Liquidity] | [added: | •Adjusted earnings per share | | |]

“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 [added: statements and adversely affect our business, results of operations and financial position.]

COVID-19 and Liquidity/Debt Related Risk Factors

*a.* *COVID-19 has had, and is expected to continue to have, a significant impact on our financial condition and operations, which impacts our ability to obtain acceptable financing to fund resulting reductions in cash from operations.

The current, and uncertain future, impact of the COVID-19 outbreak, including its effect on the ability or desire of people to travel (including on cruises), is expected to continue to impact our results, operations, outlooks, plans, goals, reputation, litigation, cash flows, liquidity, and stock price.*

The COVID-19 global pandemic is having material negative impacts on all aspects of our business.

We implemented a pause of our guest cruise operations in mid-March 2020 across all brands.

Although we began the resumption of limited guest operations in September 2020 with cruises by Costa and in October 2020 with cruises by AIDA, as of January 14, 2021, none of our ships were operating with guests onboard.

The pause with respect to these and other brands and ships may be prolonged.

In addition, we have been, and will continue to be negatively impacted by related developments, including heightened governmental regulations, travel bans and travel advisories and restrictions and recommendations by the U.S. Department of State, the CDC and other governmental authorities.

We incurred significant costs as we paused our guest cruise operations, provided air transportation to return our passengers to their home destinations, repatriated shipboard team members and assisted some of our crew that were unable to return home with food and housing.

We will continue to incur COVID-19 related costs as we implement additional hygiene-related protocols to our ships, as well as prepare for the continued resumption of guest operations.

In addition, the industry is subject to and may be further subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, and these requirements may be costly and take a significant amount of time to implement across our global cruise operations.

In October 2020, the CDC announced a framework for a phased resumption of cruise ship passenger operations in U.S. waters.

The current framework consists of several initial requirements that cruise ship operators such as us would need to follow prior to resuming guest operations, including those relating to testing and additional safeguards for crew members and the development of laboratory capacity needed to test future passengers.

We are in the process of evaluating the CDC’s current framework and believe there are a significant number of requirements that must be evaluated in the context of our plans to resume operations.

Further, the current framework is subject to additional technical instructions and orders from the CDC (including in connection with subsequent phases for resumption, which are expected to include simulated voyages and certification requirements) that are currently uncertain and will require further evaluation as we seek to resume operations.

Implementing these initial and subsequent requirements may result in an increase in cost and take time before the resumption of our guest operations.

Due to the outbreak of COVID-19 on some of our ships, and the resulting illness and loss of life in certain instances, we have been the subject of negative publicity, which could have a long term impact on the appeal of our brands, which would diminish demand for vacations on our vessels.

We cannot predict how long the negative impact of media attention on our brands will last, or the level of investment that will be required to address the concerns of potential travelers through marketing and pricing actions.

We have received, and may continue to receive, lawsuits, other governmental investigations and other actions stemming from COVID-19.

We cannot predict the quantum or outcome of any such proceedings, some of which could result in the imposition of civil and criminal penalties in the future, and the impact that they will have on our financial results, but any such impact may

be material.

We also remain subject to extensive, complex, and closely monitored obligations under the court-ordered environmental compliance plan supervised by the U.S. District Court for the Southern District of Florida, as a result of the previously disclosed settlement agreement 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 remain fully committed to satisfying those obligations.

We have insurance coverage for certain liabilities, costs and expenses related to COVID-19 through our participation in Protection and Indemnity (“P&I”) clubs, including coverage for direct and incremental costs including, but not limited to, certain quarantine expenses and for certain liabilities to passengers and crew.

P&I clubs are mutual indemnity associations owned by members.

There is a $10 million deductible per occurrence (meaning per outbreak on a particular ship).

We cannot assure you that we will receive insurance proceeds that will compensate us fully for our liabilities, costs and expenses that exceed the $10 million deductible under these policies.

We have no insurance coverage for loss of revenues or earnings from our ships or other operations.

In connection with our capacity optimization strategy, we have accelerated the removal of ships from our fleet in 2020 which were previously expected to be sold over the ensuing years.

We have sold, expect to sell or have agreements for the disposal of various vessels.

Some of these agreements for the disposal of vessels are for recycling.

When we choose to dispose of a ship, there can be no assurance that there will be a viable buyer to purchase it at a price that exceeds our net book value, which could result in ship impairment charges and losses on ship disposals.

The effects of COVID-19 on the operations of shipyards where our ships are under construction will result in a delay in ship deliveries.

We cannot predict the timing of our complete return to service and when various ports will reopen to our ships.

If we are delayed in recommencing guest cruise operations or there is a further pause in the resumption of limited guest operations, it could further negatively impact our liquidity.

As our business is seasonal, the impact of a delay or further pause in the resumption of guest cruise operations will be heightened if such delay or pause occurs during the Northern Hemisphere summer months.

Moreover, even as travel advisories and restrictions are lifted, demand for cruises may remain weak for a significant length of time and we cannot predict if and when each brand will return to pre-outbreak demand or fare pricing.

In particular, our bookings may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth resulting from the impact of COVID-19.

In addition, we cannot predict the impact COVID-19 will have on our partners, such as travel agencies, suppliers and other vendors, counterparties and joint ventures.

We may be adversely impacted as a result of the adverse impact our partners, counterparties and joint ventures suffer.

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

additional regulatory requirements.

| | |

| --- | --- |

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.

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

As we continue to expand our global presence, it requires, among other things, significant levels of management resources, capital and other investments.

For example, we may be required to localize our cruise products and services to conform to local cultures, standards, policies and regulations.

As a result, it may be more difficult for us to replicate our successful core business models and we may not be able to recover our investments in these markets.

In addition, we cannot be certain that these markets, such as China, will ultimately develop as we expect.

| • Net revenue yields | • Net cruise costs, excluding fuel per available lower berth day |

| • Currency exchange rates | • Adjusted earnings per share |

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations, is shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-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 [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] and is incorporated by reference into this Form 10-K.

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

Carnival Corporation was incorporated in Panama in [removed: 1972] [added: 1974] and Carnival plc was incorporated in England and Wales in 2000.

Together with their consolidated subsidiaries, Carnival Corporation and Carnival plc are referred to collectively in this Form 10-K as “Carnival Corporation & plc,” “our,” “us” and “we.” [added: We are one of the world’s largest leisure travel companies with operations in North America, Australia, Europe and Asia.]

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

At Carnival Corporation & plc, our highest [removed: responsibilities] [added: responsibility] and [removed: our] top priorities are to [removed: operate safely, to protect the environment, and to] be in compliance everywhere we operate in the [removed: world.][added: world, to protect the environment and the health, safety and well-being of our guests, the people in the communities we touch and serve and our shipboard and shoreside employees.]

We operate with integrity, trust and respect for each other -- [added: communicating, coordinating and collaborating while] seeking [removed: collaboration,] candor, openness and transparency at all times.

And we [removed: intend] [added: aspire] to be an exemplary corporate citizen leaving the people and the places we touch even better.

We believe our portfolio of brands is instrumental to achieving our [removed: vision and maintaining our cruise industry leadership position.][added: vision.]

As of November 30, [removed: 2019,] [added: 2020,] we have a total of [removed: 17] [added: 14] cruise ships [removed: scheduled] [added: expected] to be delivered through 2025.

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

[removed: | • |] [added: -] Health, environment, safety, security and sustainability [removed: |]

[removed: | • |] [added: -] Guests [removed: |]

[removed: | • |] [added: -] Employees [removed: |]

[removed: | • |] [added: -] Shareholders and other stakeholders [removed: |]

We are committed to operating a safe and reliable fleet and [removed: protecting] [added: to protect] the [added: environment and the] health, safety and [removed: security] [added: well-being] of our guests, [removed: employees] [added: the people in the communities we touch] and [removed: all others working on] our [removed: behalf.][added: shipboard and shoreside employees.]

We are dedicated to fully complying with, or exceeding, all legal and statutory requirements [added: applicable to us] related to health, environment, safety, security and sustainability throughout our business.

Our goal is to consistently exceed our guests’ expectations while providing them with a wide variety of [added: safe and] exceptional vacation experiences.

Our goal is to foster a positive and just [removed: culture supporting recruiting, developing] [added: corporate culture, based on inclusion] and [removed: retaining] the [added: power of diversity that supports the recruitment, development and retention of the] finest employees.

[removed: Understanding the critical skills that are needed for] outstanding performance is crucial in order to hire and train our officers, crew and shoreside personnel.

[removed: Cruising] [added: We believe cruising] offers a broad range of products and services to suit vacationing guests of many ages, backgrounds and interests.

The contemporary experience [removed: typically] [added: has a more casual ambiance and historically] includes cruises that last seven days or [removed: less and have a more casual ambiance.][added: less.]

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

[removed: Premium cruises emphasize] [added: The premium experience emphasizes] quality, comfort, style and more destination-focused [removed: itineraries.][added: itineraries and appeals to those who are more affluent.]

[removed: The penetration rates below were computed based on the 2018] [added: (c)The] global cruise guests carried [added: for 2018 and 2019 were obtained] from G.P. [removed: Wild (International Limited) (“G.P. Wild”),] [added: Wild,] an independent cruise research [removed: company, as a percentage of total population:][added: company.]

| [removed: • | 5.2% for] Australia and New Zealand | [added: | | | | | 7 | | | | | | 8 | | | | | | | | |]

The mobility of cruise ships enables [removed: cruise companies] [added: us] to move [removed: their] [added: our] vessels between regions in order to [removed: maximize profitability and to] meet changing [removed: demand.][added: demand across different geographic areas.]

[removed: III.] [added: II.] Passenger Capacity and Cruise Guests Carried by Ocean Going Vessels

| *(in thousands)* | [added: | |] Average Passenger Capacity (a) | | | | [added: | | | | | | | |] Cruise Guests Carried | | | [added: | | | | | |]

| Year | [added: | |] Global Cruise Industry (b) | | [added: | | | |] Carnival Corporation & plc | | [added: | | | |] Global Cruise Industry (c) | | [added: | | | |] Carnival Corporation & plc | [added: | |]

| 2018 | [added: | |] 520 | | [added: | | | |] 230 | | [added: | | | |] 28,500 | | [added: | | | |] 12,400 | [added: | |]

| 2019 | [added: | |] 550 | | [added: | | | |] 240 | | [added: | | | |] 30,100 | | [added: | | | |] 12,900 | [added: | |]

[removed: | (a) | In] [added: (a)In] accordance with cruise industry practice, passenger capacity is calculated based on the assumption of two passengers per cabin even though some cabins can accommodate three or more passengers. [removed: |]

[removed: | (b) | Amounts] [added: (b)Amounts] were based on internal estimates using public industry data. [removed: |]

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

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

| [removed: Carnival] [added: Carnival] Cruise [removed: Line] [added: Line] | [removed: 74,660] | | [removed: 30] | [removed: %] | | [removed: 27] | [added: | | | | |]

| [removed: Princess Cruises] [added: Princess Cruises] | [removed: 48,900] | | [removed: 20] | | | [removed: 18] | [added: | | | | |]

| [removed: Holland] [added: Holland] America [removed: Line] [added: Line] | [removed: 25,640] | | [removed: 10] | | | [removed: 14] | [added: | | | | |]

| P&O Cruises (Australia) | [removed: 4,850] | | [removed: 2] [added: 7,230] | | | [added: | | | | | | | | |] 3 | [added: | | | | | 3 | | |]

| Seabourn | [added: | |] 2,570 | | [added: | | | | | | | | | |] 1 | | | [added: | | |] 5 | [added: | |]

II. Recent Developments

In the face of the global impact of COVID-19, we paused our guest cruise operations in mid-March.

In response to this unprecedented situation, we acted to protect the health and safety of guests and shipboard team members, optimize the pause in guest operations and increase our liquidity position.

In September, we began the resumption of limited guest operations as part of our phased-in return to service.

As of January 14, 2021, none of our ships were operating with guests onboard.

We anticipate a gradual return to service over time.

As we have never previously experienced a complete cessation of our guest cruise operations, we cannot predict the timing of our complete return to service and when various ports will reopen to our ships.

Protecting the Health and Safety of Guests and Team Members

Early in the pause period, we returned over 260,000 guests to their homes, coordinating with a large number of countries around the globe.

We chartered aircraft, utilized commercial flights and even used our ships to sail home guests who could not fly.

We also worked around the clock with various local governmental authorities to repatriate our shipboard team members as quickly as possible, using our ships and chartering hundreds of planes.

We focused on the physical and mental health of our shipboard team members who experienced extended stays onboard during our repatriation efforts.

Wherever possible, we provided shipboard team members with single occupancy cabin accommodations, many with a window or balcony.

Shipboard team members also had access to fresh air and other areas of the ship, movies and internet, and available counseling.

We were able to successfully repatriate our shipboard team members to more than 130 countries around the globe, other than the safe manning team members who remained on the ships.

We also implemented significant changes in the way we work, pivoting our shoreside operations to allow for remote working, where possible, in order to facilitate physical distancing protocols.

We believe these measures are critical to helping keep our employees, their families and the communities in which we work safe and healthy.

Optimizing the Pause in Guest Operations

While our highest responsibility and top priorities remain focused on maintaining compliance everywhere we operate, protecting the environment and the health, safety and well-being of our guests, the people in the communities we touch and serve, and our shipboard and shoreside employees, we significantly reduced operating expenses by transitioning ships into pause status, reducing marketing and selling expenses, implementing a combination of layoffs, furloughs, reduced work weeks and salary and benefit reductions across the company, including senior management, instituting a hiring freeze across the organization and significantly reducing consultant and contractor roles.

In addition, we reduced non-newbuild capital expenditures.

Optimizing the Future Fleet

We expect future capacity to be moderated by the phased re-entry of our ships, the removal of capacity from our fleet and delays in new ship deliveries.

Since the pause in guest operations, we have accelerated the removal of ships in 2020 which were previously expected to be sold over the ensuing years.

We now expect to dispose of 19 ships, 15 of which have already left the

fleet as of January 14, 2021.

In total, the 19 ships represent approximately 13 percent of pre-pause capacity and only three percent of operating income in 2019.

The sale of less efficient ships is expected to result in future operating expense efficiencies of approximately two percent per available lower berth day ("ALBD") and a reduction in fuel consumption of approximately one percent per ALBD.

Since the pause in guest cruise operations began and through November 30, 2020, we have taken delivery of only two (*Enchanted Princess* and *Iona*) of the four ships originally scheduled for delivery in fiscal 2020.

Subsequent to November 30, 2020 and through January 14, 2021, we took delivery of two additional ships (*Mardi Gras* and *Costa Firenze*).

We expect only one more ship to be delivered in fiscal 2021 compared to five ships that were originally scheduled for delivery in fiscal 2021.

Based on the actions taken to date and the scheduled newbuild deliveries through 2022, our fleet is expected to only experience a 1.9 percent compounded annual average capacity growth rate through 2022, be more cost efficient with a roughly 14 percent larger average berth size per ship and an average age of 12 years in 2022 versus 13 years, in each of these cases as compared to 2019.

Liquidity

We have taken, and continue to take, significant actions to preserve cash and obtain additional capital to increase our liquidity.

Since March 2020 we have raised $19 billion through a series of transactions.

Refer to "Liquidity, Financial Condition and Capital Resources", Note 1 - “Liquidity and Management’s Plans” and “Critical Accounting Estimates, Liquidity and COVID-19” for additional discussion regarding our liquidity.

Resumption of Guest Operations

We resumed limited guest operations in September 2020, with Costa Cruises ("Costa") and then with AIDA Cruises ("AIDA") in October 2020.

The initial cruises will continue to take place with adjusted passenger capacity and enhanced health protocols developed with government and health authorities, and guidance from our roster of medical and scientific experts.

As of January 14, 2021, none of our ships were operating with guests onboard.

These and other brands and ships are expected to return to service over time, as part of our goal to provide guests with unmatched joyful vacations in a manner consistent with our vision regarding our highest priorities, which are compliance, environmental protection and the health, safety and well-being of our guests, crew, shoreside employees and the people in the communities our ships visit.

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We are the world’s largest leisure travel company and among the most profitable and financially strong in the cruise and vacation industries.

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

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

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

To reach our primary financial goals, we continue to implement initiatives to create additional demand for our brands in excess of our planned capacity growth.

We continue to invest in customer and market insight to better understand our guests’ decision making process and vacation needs enabling us to identify new marketing opportunities and further grow our share of their vacation spend.

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

We 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 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 models.

We have increased our focus on growing onboard revenues and have invested in new marketing 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 efficient, have an improved mix of guest accommodations and present a wider range of onboard amenities and features.

These ships further enhance the attractiveness of a cruise vacation while achieving greater economies of scale and improving returns on invested capital.

Some of these ships will replace existing capacity as less efficient ships exit our fleet.

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

Furthermore, we continue to make substantial investments in our existing ship enhancement programs to improve our onboard product offerings and enrich our guests’ vacation experiences.

We continue to grow our presence in established markets and increase our penetration in developing markets, such as Asia.

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

During 2020, we expect that 5.0% of our total capacity will be home ported in China.

With 104 ships and 12.9 million guests in 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.

We have and continue to integrate certain back office functions to achieve the full benefits of our scale.

Having global leaders in communications, ethics and compliance, innovation, maritime, procurement and strategy supports collaboration and communication across our brands and helps coordinate our global efforts.

Our ability to generate significant operating cash flow allows us to internally fund our capital improvements, debt maturities and dividend payments.

Our quarterly dividend of $0.50 per share represents over $1.4 billion in annual dividends.

Since resuming our stock repurchase program in late 2015, we repurchased approximately 100 million shares for $5.2 billion.

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

Our commitments to the safety and comfort of our guests and crew and protecting the environment are paramount to the success of our business.

We continue to focus on further enhancing the safety measures onboard all of our ships.

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

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

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

We continue to strengthen our relationship with the travel agent community by increasing our communication and outreach, implementing changes based on their feedback and improving our educational programs to assist agents in stimulating cruise demand.

II. Favorable Characteristics of the Global Cruise Industry

a. High Guest Satisfaction Rates

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

According to industry surveys, the cruise experience consistently exceeds expectations of repeat and first-time cruisers.

Cruising continues to receive high guest satisfaction rates because of the unique vacation experiences it offers, including visiting multiple destinations without having to pack and unpack, all-inclusive product offerings and state-of-the-art cruise ships with entertainment, relaxation and fun, all at an outstanding value.

b. Positive Demand Trends

We believe the cruise industry is well positioned to meet travelers’ desires and has the ability to tailor experiences for each guest based on their unique wants and needs, which should foster growth for the cruise industry.

The following represents environmental legal proceedings with potential monetary sanctions of $1 million or more.

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 Island.

On February 7, 2020, Carnival Corporation received an assessment for a civil penalty of $1.4 million for these discharges.

The parties are negotiating a final settlement.

In addition to the proceeding described above, the legal proceedings described in Note 7 – “Contingencies”, including those described under “COVID-19 Actions,” are shown in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm) and are incorporated by reference into this Form 10-K.

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.

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 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.

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.

We continue to believe that 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 *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.

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.

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

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

For the fiscal year ended November 30, [removed: 2019] [added: 2020] or

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

| Carnival Corporation | | | [removed: ] | [added: | | | | |  | | |] Carnival plc | | | [added: | | | | | |]

| (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 | | | [added: | | | | | |] Carnival House, 100 Harbour Parade, | | | | [added: | | | | | | | |]

| Miami, | [added: | |] Florida | [added: | |] 33178-2428 | [added: | |] Southampton | [added: | |] SO15 1ST, | [added: | |] 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 | [added: | |]

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

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

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

| Ordinary Shares each represented by American [removed: Depository] [added: Depositary] 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. | [added: | |]

| 1.625% Senior Notes due 2021 | [added: | |] CCL21 | [added: | |] New York Stock Exchange LLC | [added: | |]

| 1.875% Senior Notes due 2022 | [added: | |] CUK22 | [added: | |] New York Stock Exchange LLC | [added: | |]

| 1.000% Senior Notes due 2029 | [added: | |] CUK29 | [added: | |] New York Stock Exchange LLC | [added: | |]

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

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: $19.3] [added: $7.1] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January [removed: 16, 2020,] [added: 14, 2021,] Carnival Corporation had outstanding [removed: 527,679,851] [added: 932,485,510] 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 [removed: $8.1] [added: $2.0] billion as of the last business day of the registrant’s most recently completed second fiscal quarter.

At January [removed: 16, 2020,] [added: 14, 2021,] Carnival plc had outstanding [removed: 182,494,106] [added: 183,830,161] Ordinary Shares $1.66 par value, one Special Voting Share GBP 1.00 par value and [removed: 527,679,851] [added: 932,485,510] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

Portions of the [removed: 2019] [added: 2020] Annual Report and [removed: 2020] [added: 2021] joint definitive Proxy Statement are incorporated by reference into Part II and Part III of this report.

FOR THE FISCAL YEAR ENDED NOVEMBER [removed: 30, 2019][added: 30, 2020]

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

| Item 1. | [removed: [Business](#s69F262579E7A5241922CD0EAA37347D3)] | [removed: [4](#s69F262579E7A5241922CD0EAA37347D3)] | [added: [Business](#i4e76704da2324a5ca8951dfab4b7c6e8_10) | | | [4](#i4e76704da2324a5ca8951dfab4b7c6e8_10) | | |]

| | [removed: [II.] [added: | | [II](#i4e76704da2324a5ca8951dfab4b7c6e8_13)[I](#i4e76704da2324a5ca8951dfab4b7c6e8_13)[.] Vision, Goals and Related [removed: Strategies](#s188201086907565C8F352169E4C258EE)] [added: Strategies](#i4e76704da2324a5ca8951dfab4b7c6e8_13)] | [removed: [4](#s188201086907565C8F352169E4C258EE)] | [added: | [6](#i4e76704da2324a5ca8951dfab4b7c6e8_13) | | |]

| | [added: | |] [B. Global Cruise [removed: Industry](#s8F9189A9120E5014BCF4EC5C6C8E7AA7)] [added: Industry](#i4e76704da2324a5ca8951dfab4b7c6e8_16)] | [removed: [6](#s8F9189A9120E5014BCF4EC5C6C8E7AA7)] | [added: | [7](#i4e76704da2324a5ca8951dfab4b7c6e8_16) | | |]

| | [removed: [III.] [added: | | [I](#i4e76704da2324a5ca8951dfab4b7c6e8_22)[I.] Passenger Capacity and Cruise Guests Carried by Ocean Going [removed: Vessels](#s7969FB9C3D8A5445A10B3F689FEE7165)] [added: Vessels](#i4e76704da2324a5ca8951dfab4b7c6e8_22)] | [removed: [8](#s7969FB9C3D8A5445A10B3F689FEE7165)] | [added: | [7](#i4e76704da2324a5ca8951dfab4b7c6e8_22) | | |]

| | [added: | |] [C. Our Global Cruise [removed: Business](#sE3DDB7E9BF8E526999A1F18D71FD2D04)] [added: Business](#i4e76704da2324a5ca8951dfab4b7c6e8_25)] | [removed: [8](#sE3DDB7E9BF8E526999A1F18D71FD2D04)] | [added: | [8](#i4e76704da2324a5ca8951dfab4b7c6e8_25) | | |]

| | [added: | |] [I. Segment [removed: Information](#sE3DDB7E9BF8E526999A1F18D71FD2D04)] [added: Information](#i4e76704da2324a5ca8951dfab4b7c6e8_25)] | [removed: [8](#sE3DDB7E9BF8E526999A1F18D71FD2D04)] | [added: | [8](#i4e76704da2324a5ca8951dfab4b7c6e8_25) | | |]

| | [added: | |] [II. Ships Under Contract for [removed: Construction](#sBE119F3084A45FB099164048DEFB8EE8)] [added: Construction](#i4e76704da2324a5ca8951dfab4b7c6e8_28)] | [removed: [9](#sBE119F3084A45FB099164048DEFB8EE8)] | [added: | [9](#i4e76704da2324a5ca8951dfab4b7c6e8_28) | | |]

| | [added: | |] [III. Cruise [removed: Brands](#s972EE6FE0D8E5155BDC1836E3509EF3A)] [added: Brands](#i4e76704da2324a5ca8951dfab4b7c6e8_31)] | [removed: [10](#s972EE6FE0D8E5155BDC1836E3509EF3A)] | [added: | [10](#i4e76704da2324a5ca8951dfab4b7c6e8_31) | | |]

| | [added: | |] [IV. Principal Source Geographic [removed: Areas](#s147FF5D3844A52F88D9BABE3320D0DFB)] [added: Areas](#i4e76704da2324a5ca8951dfab4b7c6e8_34)] | [removed: [15](#s147FF5D3844A52F88D9BABE3320D0DFB)] | [added: | [12](#i4e76704da2324a5ca8951dfab4b7c6e8_34) | | |]

| | [added: | |] [V. Cruise [removed: Programs](#s01A229E17BF95B4092C5AAC6E92C0161)] [added: Programs](#i4e76704da2324a5ca8951dfab4b7c6e8_37)] | [removed: [16](#s01A229E17BF95B4092C5AAC6E92C0161)] | [added: | [13](#i4e76704da2324a5ca8951dfab4b7c6e8_37) | | |]

| | [added: | |] [VI. Cruise Pricing and Payment [removed: Terms](#sE6BFD61949735E368D0F3AB0675FDB76)] [added: Terms](#i4e76704da2324a5ca8951dfab4b7c6e8_40)] | [removed: [16](#sE6BFD61949735E368D0F3AB0675FDB76)] | [added: | [14](#i4e76704da2324a5ca8951dfab4b7c6e8_40) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☑ No ☐

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| | | | [A. Overview](#i4e76704da2324a5ca8951dfab4b7c6e8_10) | | | [4](#i4e76704da2324a5ca8951dfab4b7c6e8_10) | | |

| | | | [I. Summary](#i4e76704da2324a5ca8951dfab4b7c6e8_10) | | | [4](#i4e76704da2324a5ca8951dfab4b7c6e8_10) | | |

| | | | [II. Recent Developments](#i4e76704da2324a5ca8951dfab4b7c6e8_1399) | | | [4](#i4e76704da2324a5ca8951dfab4b7c6e8_1399) | | |

| | | | [I. Overview](#i4e76704da2324a5ca8951dfab4b7c6e8_16) | | | [7](#i4e76704da2324a5ca8951dfab4b7c6e8_16) | | |

| | | | [XIII.](#i4e76704da2324a5ca8951dfab4b7c6e8_61) [Hu](#i4e76704da2324a5ca8951dfab4b7c6e8_61)[man](#i4e76704da2324a5ca8951dfab4b7c6e8_61) [Capital Management and](#i4e76704da2324a5ca8951dfab4b7c6e8_61) [Employees](#i4e76704da2324a5ca8951dfab4b7c6e8_61) | | | [17](#i4e76704da2324a5ca8951dfab4b7c6e8_61) | | |

| | | | [XV](#i4e76704da2324a5ca8951dfab4b7c6e8_76)[. Insurance](#i4e76704da2324a5ca8951dfab4b7c6e8_76) | | | [18](#i4e76704da2324a5ca8951dfab4b7c6e8_76) | | |

| | | | [X](#i4e76704da2324a5ca8951dfab4b7c6e8_85)[VI](#i4e76704da2324a5ca8951dfab4b7c6e8_85)[I. Taxation](#i4e76704da2324a5ca8951dfab4b7c6e8_85) | | | [25](#i4e76704da2324a5ca8951dfab4b7c6e8_85) | | |

| | | | [X](#i4e76704da2324a5ca8951dfab4b7c6e8_91)[IX](#i4e76704da2324a5ca8951dfab4b7c6e8_91)[. Competition](#i4e76704da2324a5ca8951dfab4b7c6e8_91) | | | [27](#i4e76704da2324a5ca8951dfab4b7c6e8_91) | | |

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

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

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

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

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

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

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

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

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

| | [XIX. Port Destinations and Private Islands](#sFD5A8C05E015519C87C82E1B8D638CEE) | [22](#sFD5A8C05E015519C87C82E1B8D638CEE) |

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

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

As of November 30, [removed: 2019,] [added: 2020,] the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

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

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

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

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

| Almere, Netherlands | | [added: | | | |] 253 | | [added: | | | |] Own | | [added: | | | |] Arison Maritime Center | [added: | |]

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

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

| Southampton, England | | [added: | | | |] 150 | | [added: | | | |] Lease | | [added: | | | |] Carnival plc, P&O Cruises (UK) and Cunard | [added: | |]

| Hamburg, Germany | | [removed: 150] | | [added: | | 171 | | | | | |] Lease | | [added: | | | |] Costa and AIDA | [added: | |]

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

| Shanghai, China | | [removed: 32] | | [added: | | 19 | | | | | |] Lease | | [added: | | | |] Costa | [added: | |]

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PART II

A. Market Information

The information required by Item 201(a) of Regulation S-K, Market Information, is shown in [Exhibit 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm) 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](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm) and is incorporated by reference into this Form 10-K.

C. Dividends

On March 30, 2020, we suspended the payment of dividends on the common stock of Carnival Corporation and the ordinary shares of Carnival plc.

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](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm) 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 had been authorized to repurchase Carnival Corporation common stock and Carnival plc ordinary shares (the “Repurchase Program”).

On June 15, 2020, to enhance our liquidity and comply with restrictions in our recent financing transactions, the Boards of Directors terminated the Repurchase Program.

During the three months ended November 30, 2020, no shares of Carnival Corporation common stock or Carnival plc ordinary shares were repurchased pursuant to the Repurchase Program.

No shares of Carnival Corporation common stock or Carnival plc ordinary shares were purchased outside of publicly announced plans or programs.

II. Carnival plc Shareholder Approvals

Carnival plc ordinary share repurchases under the Repurchase Program require annual shareholder approval.

The existing shareholder approval was limited to a maximum of 18.2 million ordinary shares and is valid until the earlier of the conclusion of the Carnival plc 2021 annual general meeting or October 5, 2021.

To enhance our liquidity as well as comply with the restrictions in our recent financing transactions, we terminated the Repurchase Program.

Selected Financial Data, is shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-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 [removed: 28, 2020,] [added: 26, 2021,] and the Selected Quarterly Financial Data (Unaudited) are shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] and are incorporated by reference into this Form 10-K.

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: 2019,] [added: 2020,] 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: 2019.][added: 2020.]

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: 2019] [added: 2020] as stated in their report, which is shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] 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: 2019] [added: 2020] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

None.

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.

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 [removed: 2019] [added: 2020] fiscal year.

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

| Micky Arison | [removed: 70] | | [removed: 48] [added: 71] | | [added: | | | | 49 | | | | | |] Chairman of the Boards of Directors | [added: | |]

| David Bernstein | [removed: 62] | | [removed: 21] [added: 63] | | [added: | | | | 22 | | | | | |] Chief Financial Officer and Chief Accounting Officer | [added: | |]

| Arnold W. Donald | [removed: 65] | | [removed: 19] [added: 66] | | [added: | | | | 20 | | | | | |] President and Chief Executive Officer and Director | [added: | |]

| [removed: Stein Kruse] [added: Michael Thamm] | [removed: 61] | | [removed: 20] [added: 57] | | [added: | | | | 27 | | | | | |] Group Chief Executive Officer of [removed: Holland America] [added: Costa] Group and Carnival [removed: UK] [added: Asia] | [added: | |]

| Arnaldo Perez | [removed: 59] | | [removed: 27] [added: 60] | | [added: | | | | 28 | | | | | |] General Counsel and Secretary | [added: | |]

[removed: | (a) | Years] [added: (a)Years] of service with us or Carnival plc predecessor companies. [removed: |]

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: 2019] [added: 2020] fiscal year.

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

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

| Peter C. Anderson | | | 57 | | | | | | 1 | | | | | | Chief Ethics and Compliance Officer | | |

Peter C.

Anderson has been Chief Ethics and Compliance Officer since 2019.

Prior to joining us, he was a Shareholder at the law firm of Beveridge & Diamond, PC from 2012 to 2019.

| | | | | | |

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

| Michael Thamm | 56 | | 26 | | 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 2017.

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

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: 2019] [added: 2020] 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: 2019.][added: 2020.]

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

| Equity compensation plans [added: not] approved by security holders | | [removed: 2.3] | | [removed: (a)] | [added: | — | | | | | |] \- | | [removed: 7.1] | | [removed: (b)] | [added: | — | | | | | |]

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

[removed: | (a) | Represents 2.3] [added: (a)Represents 7.5] million of restricted share units outstanding under the Carnival Corporation 2011 Stock [added: Plan and Carnival Corporation 2020 Stock] Plan. [removed: |]

[removed: | (b) | Includes] [added: (b)Includes] Carnival Corporation common stock available for issuance as of November 30, [removed: 2019] [added: 2020] as follows: [removed: 1.9] [added: $1.7] million under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 44,873] [added: 89,396] shares subject to purchase during the current purchase period and [removed: 5.2] [added: 7.5] million under the Carnival Corporation [removed: 2011] [added: 2020] Stock Plan. [removed: |]

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: 2019.][added: 2020.]

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

| Equity compensation plans approved by security holders | | [removed: 0.6] | | [added: | | 7.5 | | |] (a) | [added: | |] \- | | [removed: 6.6] | | [added: | | 8.5 | | | (b) | | |]

| Equity compensation plans [removed: not] approved by security holders | | [removed: —] | | | [added: | 2.7 | | | (a) | | |] \- | | [removed: —] | | [added: | | 4.4 | | |]

[removed: | (a) | Represents 0.6] [added: (a)Represents 2.7] million restricted share units outstanding under the Carnival plc 2014 Employee Share Plan. [removed: |]

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: 2019] [added: 2020] 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: 2019] [added: 2020] fiscal year.

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

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

| | | | | | | 7.5 | | | | | | \- | | | | | | 8.5 | | | | | |

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

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

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

| | | | | | | 2.7 | | | | | | \- | | | | | | 4.4 | | |

| | | | | | | | | | |

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

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

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

| | |

| --- | --- |

| | | | | | | | | |

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

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

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

The financial statements shown in [Exhibit [removed: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/a2019ex-13.htm)] [added: 13](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/a2020ex-13.htm)] are incorporated herein by reference into this Form 10-K.

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

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

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

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

| 3.1 | [added: | |] [Third Amended and Restated Articles of Incorporation of Carnival Corporation.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex31.txt) | [added: | |] 8-K | | [added: | | | |] 3.1 | | [added: | | | |] 4/17/03 | | | [added: | | | | | |]

| 3.2 | [added: | |] [Third Amended and Restated By-Laws of Carnival Corporation.](http://www.sec.gov/Archives/edgar/data/815097/000119312509082568/dex31.htm) | [added: | |] 8-K | | [added: | | | |] 3.1 | | [added: | | | |] 4/20/09 | | | [added: | | | | | |]

| 3.3 | [added: | |] [Articles of Association of Carnival plc.](http://www.sec.gov/Archives/edgar/data/815097/000119312509082568/dex33.htm) | [added: | |] 8-K | | [added: | | | |] 3.3 | | [added: | | | |] 4/20/09 | | | [added: | | | | | |]

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

| 4.1 | [added: | |] [Agreement of Carnival Corporation and Carnival plc, [removed: dated January 18, 2019 to] [added: dated](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm) [January](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm) [18](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm)[, 20](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm)[21](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm) [to] furnish certain debt instruments to the Securities and Exchange [removed: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit41201910-k.htm)] [added: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509721000027/exhibit41202010-k.htm)] | | | | | | | [added: | | | | | | | | | | | | | |] X | [added: | |]

| 4.2 | [added: | |] [Carnival Corporation Deed, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc for the benefit of the P&O Princess Cruises Shareholders.](http://www.sec.gov/Archives/edgar/data/815097/000095014203001818/ex4-1_form10q083103.txt) | [added: | |] 10-Q | | [added: | | | |] 4.1 | | [added: | | | |] 10/15/03 | | | [added: | | | | | |]

| 4.3 | [added: | |] [Equalization and Governance Agreement, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc.](http://www.sec.gov/Archives/edgar/data/815097/000095014203001818/ex4-2_form10q083103.txt) | [added: | |] 10-Q | | [added: | | | |] 4.2 | | [added: | | | |] 10/15/03 | | | [added: | | | | | |]

| 4.4 | [added: | |] [Carnival Corporation Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc.](http://www.sec.gov/Archives/edgar/data/815097/000104746903020097/a2112069zex-4_3.htm) | [added: | |] S-4 | | [added: | | | |] 4.3 | | [added: | | | |] 5/30/03 | | | [added: | | | | | |]

| 4.5 | [added: | |] [Carnival plc Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc.](http://www.sec.gov/Archives/edgar/data/815097/000104746903021743/a2113194zex-4_10.htm) | [added: | |] S-3 & F-3 | | [added: | | | |] 4.10 | | [added: | | | |] 6/19/03 | | | [added: | | | | | |]

| 4.6 | [added: | |] [Specimen Carnival Corporation Common Stock Certificate.](http://www.sec.gov/Archives/edgar/data/815097/000104746903021743/a2113194zex-4_16.htm) | [added: | |] S-3 & F-3 | | [added: | | | |] 4.16 | | [added: | | | |] 6/19/03 | | | [added: | | | | | |]

| 4.7 | [added: | |] [Pairing Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and Computershare Investor Services (formerly SunTrust Bank), as transfer agent.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex41.txt) | [added: | |] 8-K | | [added: | | | |] 4.1 | | [added: | | | |] 4/17/03 | | | [added: | | | | | |]

| 4.8 | [added: | |] [Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as trustee.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex42.txt) | [added: | |] 8-K | | [added: | | | |] 4.2 | | [added: | | | |] 4/17/03 | | | [added: | | | | | |]

| 4.9 | [added: | |] [SVE Special Voting Deed, dated as of April 17, 2003, between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, P.L.C.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex43.txt) | [added: | |] 8-K | | [added: | | | |] 4.3 | | [added: | | | |] 4/17/03 | | | [added: | | | | | |]

| 4.10 | [added: | |] [Form of Amended and Restated Deposit Agreement and holders from time to time of receipts issued thereunder.](http://www.sec.gov/Archives/edgar/data/1125259/000095011703001462/ex99-a.txt) | [added: | |] Post Amend- ment to Form F-6 | | [added: | | | |] 99-a | | [added: | | | |] 4/15/03 | | | [added: | | | | | |]

| 4.11 | [added: | |] [Specimen Carnival plc Ordinary Share Certificate.](http://www.sec.gov/Archives/edgar/data/1125259/000119312509143260/ds3asr.htm) | [added: | |] S-3 | | [added: | | | |] 4.1 | | [added: | | | |] 7/2/09 | | | [added: | | | | | |]

| 4.12 | [added: | |] [Description of Equity Securities Registered under Section 12 of the Exchange Act.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit412-description.htm) | | | [added: 10-K] | | | | [removed: X] | [added: | 4.12 | | | | | | 1/28/20 | | | | | | | | |]

| 4.13 | [added: | |] [Description of 1.625% Senior Notes Due 2021.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit413-description.htm) | | | [added: 10-K] | | | | [removed: X] | [added: | 4.13 | | | | | | 1/28/20 | | | | | | | | |]

| 4.14 | [added: | |] [Description of 1.875% Senior Notes Due 2022.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit414-description.htm) | | | [added: 10-K] | | | | [removed: X] | [added: | 4.14 | | | | | | 1/28/20 | | | | | | | | |]

| 4.15 | [added: | |] [Description of 1.000% Senior Notes Due 2029.](https://www.sec.gov/Archives/edgar/data/815097/000081509720000003/exhibit415-description.htm) | | | [added: 10-K] | | | | [removed: X] | [added: | 4.15 | | | | | | 1/28/20 | | | | | | | | |]

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

| 10.1* | [added: | |] [Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees.](http://www.sec.gov/Archives/edgar/data/815097/000116923207003769/d72363_10-1.htm) | [added: | |] 10-Q | | [added: | | | |] 10.1 | | [added: | | | |] 9/28/07 | | | [added: | | | | | |]

| [removed: 10.2] [added: 10.32*] | [added: | |] [Amendment and Restatement Agreement dated [removed: June 16, 2014] [added: 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 [removed: Limited] [added: Designated Activity Company] as facilities agent and a syndicate of financial [removed: institutions.](http://www.sec.gov/Archives/edgar/data/815097/000081509714000006/ex-101.htm)] [added: institutions](https://www.sec.gov/Archives/edgar/data/815097/000081509719000034/ex101q32019.htm)] | [added: | |] 10-Q | | [added: | | | |] 10.1 | | [removed: 10/3/14] | | | [added: | 9/26/19 | | | | | | | | |]

| [removed: 10.3*] [added: 10.2*] | [added: | |] [Form of Appointment Letter for Non-Executive Directors.](http://www.sec.gov/Archives/edgar/data/815097/000116923208002427/d74455_ex10-1.htm) | [added: | |] 10-Q | | [added: | | | |] 10.1 | | [added: | | | |] 6/27/08 | | | [added: | | | | | |]

| [removed: 10.4*] [added: 10.3*] | [added: | |] [Form of Appointment Letter for Executive Directors.](http://www.sec.gov/Archives/edgar/data/815097/000116923208002427/d74455_ex10-2.htm) | [added: | |] 10-Q | | [added: | | | |] 10.2 | | [added: | | | |] 6/27/08 | | | [added: | | | | | |]

| [removed: 10.5] [added: 10.4] | [added: | |] [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) | [added: | |] 10-Q | | [added: | | | |] 10.2 | | [added: | | | |] 7/12/02 | | | [added: | | | | | |]

| [removed: 10.6*] [added: 10.5*] | [added: | |] [Amended and Restated Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000001/exhibit1023201610-k.htm) | [added: | |] 10-K | | [added: | | | |] 10.23 | | [added: | | | |] 1/30/17 | | | [added: | | | | | |]

| [removed: 10.7*] [added: 10.6*] | [added: | |] [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) | [added: | |] 10-Q | | [added: | | | |] 10.2 | | [added: | | | |] 10/3/14 | | | [added: | | | | | |]

| [removed: 10.8*] [added: 10.7*] | [added: | |] [Amended and Restated Carnival plc 2014 Employee Share Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000001/exhibit1039201610-k.htm) | [added: | |] 10-K | | [added: | | | |] 10.39 | | [added: | | | |] 1/30/17 | | | [added: | | | | | |]

| [removed: 10.9*] [added: 10.20*] | [added: | |] [Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x1xq22015.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509718000018/ex_103q12018.htm)] | [added: | |] 10-Q | | [removed: 10.1] | | [removed: 7/1/15] | | [added: 10.3] | [added: | | | | | 3/22/18 | | | | | | | | |]

| [removed: 10.10*] [added: 10.21*] | [added: | |] [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)] | [added: | |] 10-Q | | [removed: 10.2] | | [removed: 7/1/15] | | [added: 10.4] | [added: | | | | | 3/22/18 | | | | | | | | |]

| [removed: 10.11*] [added: 10.8*] | [added: | |] [Carnival Corporation & plc Management Incentive Plan (adopted in 2015).](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x3xq22015.htm) | [added: | |] 10-Q | | [added: | | | |] 10.3 | | [added: | | | |] 7/1/15 | | | [added: | | | | | |]

| [removed: 10.12*] [added: 10.9*] | [added: | |] [Amendment to Facilities Agreement dated May 18, 2016 among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Merrill Lynch International Limited, as facilities agent, and 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) | [added: | |] 10-Q | | [added: | | | |] 10.1 | | [added: | | | |] 7/1/16 | | | [added: | | | | | |]

| [removed: 10.13*] [added: 10.17*] | [added: | |] [Form of [removed: Executive] [added: Performance-Based] Restricted Share Unit [removed: Award Certificate] [added: Agreement] for the Carnival plc 2014 Employee Share [removed: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509716000040/ex103.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000016/ex104_q22017.htm)] | [added: | |] 10-Q | | [removed: 10.3] | | [removed: 7/1/16] | | [added: 10.4] | [added: | | | | | 6/30/17 | | | | | | | | |]

| [removed: 10.14*] [added: 10.22*] | [added: | |] [Form of [removed: Executive] [added: Shareholder Equity Alignment] 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/815097/000081509718000026/ex_10x1xq22018.htm)] | [added: | |] 10-Q | | [removed: 10.4] | | [removed: 7/1/16] | | [added: 10.1] | [added: | | | | | 6/25/18 | | | | | | | | |]

| [removed: 10.15*] [added: 10.10*] | [added: | |] [Amendment dated October 18, 2016 to Employment Agreement dated October 14, [removed: 2016 between] [added: 2016](http://www.sec.gov/Archives/edgar/data/815097/000119312516743819/d271480dex991.htm) [between] Carnival Corporation, Carnival plc and Arnold W. Donald.](http://www.sec.gov/Archives/edgar/data/815097/000119312516743819/d271480dex991.htm) | [added: | |] 8-K | | [added: | | | |] 99.1 | | [added: | | | |] 10/21/16 | | | [added: | | | | | |]

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

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| CARNIVAL CORPORATION | [added: | |] CARNIVAL PLC | [added: | |]

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

| President and Chief Executive Officer and | [added: | |] President and Chief Executive Officer and | [added: | |]

| Director | [added: | |] Director | [added: | |]

| /s/ David Bernstein | [added: | |] /s/ David Bernstein | [added: | |]

| David Bernstein | [added: | |] David Bernstein | [added: | |]

| Chief Financial Officer and Chief Accounting Officer | [added: | |] Chief Financial Officer and Chief Accounting Officer | [added: | |]

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

| Micky Arison | [added: | |] Micky Arison | [added: | |]

| Chairman of the Board of | [added: | |] Chairman of the Board of | [added: | |]

| Directors | [added: | |] Directors | [added: | |]

| /s/*Sir Jonathon Band | [added: | |] /s/*Sir Jonathon Band | [added: | |]

| Sir Jonathon Band | [added: | |] Sir Jonathon Band | [added: | |]

| /s/*Jason Glen Cahilly | [added: | |] /s/*Jason Glen Cahilly | [added: | |]

| Jason Glen Cahilly | [added: | |] Jason Glen Cahilly | [added: | |]

| /s/*Helen Deeble | [added: | |] /s/*Helen Deeble | [added: | |]

| Helen Deeble | [added: | |] Helen Deeble | [added: | |]

| /s/*Richard J. Glasier | [added: | |] /s/*Richard J. Glasier | [added: | |]

| Richard J. Glasier | [added: | |] Richard J. Glasier | [added: | |]

| /s/*Katie Lahey | [added: | |] /s/*Katie Lahey | [added: | |]

| Katie Lahey | [added: | |] Katie Lahey | [added: | |]

| /s/*Sir John Parker | [added: | |] /s/*Sir John Parker | [added: | |]

| Sir John Parker | [added: | |] Sir John Parker | [added: | |]

| /s/*Stuart Subotnick | [added: | |] /s/*Stuart Subotnick | [added: | |]

| Stuart Subotnick | [added: | |] Stuart Subotnick | [added: | |]

| /s/*Laura Weil | [added: | |] /s/*Laura Weil | [added: | |]

| Laura Weil | [added: | |] Laura Weil | [added: | |]

| /s/*Randall J. Weisenburger | [added: | |] /s/*Randall J. Weisenburger | [added: | |]

| Randall J. Weisenburger | [added: | |] Randall J. Weisenburger | [added: | |]

| *By: /s/ Arnaldo Perez | [added: | |] *By: /s/ Arnaldo Perez | [added: | |]

| Arnaldo Perez | [added: | |] Arnaldo Perez | [added: | |]

| (Attorney-in-fact) | [added: | |] (Attorney-in-fact) | [added: | |]

| | | | | | |

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

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

| January 26, 2021 | | | January 26, 2021 | | |

| | | | | | |

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

| CARNIVAL CORPORATION | | | CARNIVAL PLC | | |

| /s/ Arnold W. Donald | | | /s/ Arnold W. Donald | | |

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

| President and Chief Executive Officer and | | | President and Chief Executive Officer and | | |

| Director | | | Director | | |

| January 26, 2021 | | | January 26, 2021 | | |

| | | | | | |

| January 26, 2021 | | | January 26, 2021 | | |

| | | | | | |

| January 26, 2021 | | | January 26, 2021 | | |

| | | | | | |

| Director | | | Director | | |

| January 26, 2021 | | | January 26, 2021 | | |

| | | | | | |

| Director | | | Director | | |

| January 26, 2021 | | | January 26, 2021 | | |

| | | | | | |

| Director | | | Director | | |

| January 26, 2021 | | | January 26, 2021 | | |

| | | | | | |

| /s/*Jeffrey J. Gearhart | | | /s/*Jeffrey J. Gearhart | | |

| | | | | | |

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

| Jeffrey J. Gearhart | | | Jeffrey J. Gearhart | | |

| Director | | | Director | | |

| January 26, 2021 | | | January 26, 2021 | | |

| | | | | | |

| Director | | | Director | | |

| January 26, 2021 | | | January 26, 2021 | | |

| | | | | | |

| Director | | | Director | | |

| January 26, 2021 | | | January 26, 2021 | | |

| | | | | | |

| Director | | | Director | | |

| | |

| --- | --- |

| January 28, 2020 | January 28, 2020 |