Item 15. Exhibits and Financial Statement Schedules.

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Item 15. Exhibits and Financial Statement Schedules.

(a) (1) Financial Statements

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

(2) Financial Statement Schedules

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

(3) Exhibits

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

INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
Articles of incorporation and by-laws
3.1Third Amended and Restated Articles of Incorporation of Carnival Corporation.8-K3.14/17/03
3.2Third Amended and Restated By-Laws of Carnival Corporation.8-K3.14/20/09
3.3Articles of Association of Carnival plc.8-K3.34/20/09
Instruments defining the rights of security holders, including indenture
4.1Agreement of Carnival Corporation and Carnival plc, dated January 18, 2021 to furnish certain debt instruments to the Securities and Exchange Commission.X
4.2Carnival Corporation Deed, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc for the benefit of the P&O Princess Cruises Shareholders.10-Q4.110/15/03
4.3Equalization and Governance Agreement, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc.10-Q4.210/15/03
4.4Carnival Corporation Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc.S-44.35/30/03
4.5Carnival plc Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc.S-3 & F-34.106/19/03
4.6Specimen Carnival Corporation Common Stock Certificate.S-3 & F-34.166/19/03
4.7Pairing Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and Computershare Investor Services (formerly SunTrust Bank), as transfer agent.8-K4.14/17/03
4.8Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as trustee.8-K4.24/17/03
4.9SVE Special Voting Deed, dated as of April 17, 2003, between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, P.L.C.8-K4.34/17/03
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
4.10Form of Amended and Restated Deposit Agreement and holders from time to time of receipts issued thereunder.Post Amend- ment to Form F-699-a4/15/03
4.11Specimen Carnival plc Ordinary Share Certificate.S-34.17/2/09
4.12Description of Equity Securities Registered under Section 12 of the Exchange Act.10-K4.121/28/20
4.13Description of 1.625% Senior Notes Due 2021.10-K4.131/28/20
4.14Description of 1.875% Senior Notes Due 2022.10-K4.141/28/20
4.15Description of 1.000% Senior Notes Due 2029.10-K4.151/28/20
Material contracts
10.1*Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees.10-Q10.19/28/07
10.2*Form of Appointment Letter for Non-Executive Directors.10-Q10.16/27/08
10.3*Form of Appointment Letter for Executive Directors.10-Q10.26/27/08
10.4Succession Agreement, dated as of May 28, 2002, to Registration Rights Agreement, dated June 14, 1991, between Carnival Corporation and Ted Arison (incorporated by reference to Exhibit 10.2 of Carnival Corporation’s Quarterly Report on Form 10-Q for the period ended May 31, 2002).10-Q10.27/12/02
10.5*Amended and Restated Carnival Corporation 2011 Stock Plan.10-K10.231/30/17
10.6*Employment Agreement dated as of October 14, 2013 between Carnival Corporation, Carnival plc and Arnold W. Donald.10-Q10.210/3/14
10.7*Amended and Restated Carnival plc 2014 Employee Share Plan.10-K10.391/30/17
10.8*Carnival Corporation & plc Management Incentive Plan (adopted in 2015).10-Q10.37/1/15
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
10.9*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.10-Q10.17/1/16
10.10*Amendment dated October 18, 2016 to Employment Agreement dated October 14, 2016 between Carnival Corporation, Carnival plc and Arnold W. Donald.8-K99.110/21/16
10.11*Form of Management Incentive Plan Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.13/30/17
10.12*Form of Management Incentive Plan Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.10-Q10.23/30/17
10.13*Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.33/30/17
10.14*Employment Contract dated April 21, 2017 between Carnival plc and Michael Olaf Thamm.8-K10.14/27/17
10.15*Form of Non-Employee Director Restricted Stock Award Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.26/30/17
10.16*Form of Performance-Based Restricted Share Unit Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.36/30/17
10.17*Form of Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.10-Q10.46/30/17
10.18*Form of Management Incentive Plan Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.13/22/18
10.19*Form of Management Incentive Plan Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.10-Q10.23/22/18
10.20*Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.33/22/18
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
10.21*Form of Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.10-Q10.43/22/18
10.22*Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.16/25/18
10.23*Form of Non-Employee Director Restricted Stock Award Agreement for the Carnival Corporation 2011 Stock Plan.10-Q10.26/25/18
10.24*Form of Management Incentive Plan Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan10-Q10.14/9/19
10.25*Form of Management Incentive Plan Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan10-Q10.24/9/19
10.26*Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan10-Q10.34/9/19
10.27*Form of Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan10-Q10.44/9/19
10.28*Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan10-Q10.54/9/19
10.29*Amended and Restated Carnival Corporation 2011 Stock Plan10-Q10.16/24/19
10.30*Amended and Restated Carnival plc 2014 Employee Share Plan10-Q10.26/24/19
10.31*Form of Non-Employee Director Restricted Stock Award Agreement for the Carnival Corporation 2011 Stock Plan10-Q10.36/24/19
10.32*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 institutions10-Q10.19/26/19
10.33*Form of Management Incentive Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan10-Q10.14/1/20
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
10.34*Form of Management Incentive Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan10-Q10.24/1/20
10.35*Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan10-Q10.34/1/20
10.36*Form of Salary for Shares Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan10-Q10.17/10/20
10.37*Form of Salary for Shares Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan10-Q10.27/10/20
10.38*Form of Non-Employee Director Annual Restricted Stock Award Agreement for the for the Carnival Corporation 2020 Stock Plan10-Q10.37/10/20
10.39*Form of Non-Employee Director Shares for Retainer Restricted Stock Grants Agreement for the for the Carnival Corporation 2020 Stock Plan10-Q10.47/10/20
10.40*Carnival Corporation 2020 Stock Plan10-Q10.57/10/20
10.41***Term Loan Agreement dated as of June 30, 2020 among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc and the other Guarantors party hereto, the various financial institutions as are or shall become parties hereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S. Bank National Association, as security agent10-Q10.67/10/20
10.42Amendment No. 1, dated as of December 3, 2020 to Term Loan Agreement dated as of June 30, 2020 among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc and the other Guarantors party hereto, the various financial institutions as are or shall become parties hereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S. BankX
10.43Indenture, dated as of April 6, 2020, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 5.75% Convertible Senior Notes due 202310-Q10.77/10/20
10.44First Supplemental Indenture dated as of June 30, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, relating to the 5.75% Convertible Senior Notes due 202310-Q10.97/10/20
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
10.45Second Supplemental Indenture dated as of July 8, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, relating to the 5.75% Convertible Senior Notes due 202310-Q10.110/8/20
10.46***Indenture, dated as of April 8, 2020, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 11.500% First-Priority Senior Secured Notes due 202310-Q10.87/10/20
10.47First Supplemental Indenture dated as of November 18, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee and security agent, relating to the 11.500% First-Priority Senior Secured Notes due 2023X
10.48***Indenture dated as of July 20, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, security agent, principal paying agent, transfer agent and registrar, relating to the U.S. dollar-denominated 10.500% Second-Priority Senior Secured Notes due 2026 and the Euro-denominated 10.125% Second-Priority Senior Secured Notes due 202610-Q10.210/8/20
10.49First Supplemental Indenture dated as of November 18, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee and security agent, relating to the U.S. dollar-denominated 10.500% Second-Priority Senior Secured Notes due 2026 and the Euro-denominated 10.125% Second-Priority Senior Secured Notes due 2026X
10.50***Indenture dated as of August 18, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, security agent, principal paying agent, transfer agent and registrar, relating to the 9.875% Second-Priority Senior Secured Notes due 202710-Q10.310/8/20
10.51First Supplemental Indenture dated as of November 18, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee and security agent, relating to the 9.875% Second-Priority Senior Secured Notes due 2027X
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
10.52Indenture dated as of November 25, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the U.S. dollar-denominated 7.625% Senior Unsecured Notes due 2026 and the Euro-denominated 7.625% Senior Unsecured Notes due 2026X
10.53*Form of Special Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan10-Q10.410/8/20
10.54*Form of Special Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan10-Q10.510/8/20
10.55*Form of Retention Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan10-Q10.610/8/20
10.56*Form of Retention Time-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan10-Q10.710/8/20
10.57Amendment Agreement dated December 31, 2020 to the Amendment and Restatement Agreement dated August 6, 2019 in respect of the Multicurrency Revolving Facilities Agreement originally dated May 18, 2011, as amended and restated on August 6, 2019, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Europe Designated Activity Company as facilities agent and a syndicate of financial institutions.8-K10.11/6/21
Annual report to security holders
13Portions of the 2020 Annual Report.X
Subsidiaries of the registrants
21Subsidiaries of Carnival Corporation and Carnival plc.X
Consents of experts and counsel
23Consent of Independent Registered Public Accounting Firm.X
Power of attorney
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
24Power 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 2020 joint Annual Report on Form 10-K and any future amendments on their behalf.X
Rule 13a-14(a)/15d-14(a) certifications
31.1Certification of President and Chief Executive Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.3Certification of President and Chief Executive Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.4Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
Section 1350 certifications
32.1**Certification of President and Chief Executive Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.2**Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.3**Certification of President and Chief Executive Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.4**Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
Interactive data file
101The consolidated financial statements from Carnival Corporation & plc’s Form 10-K for the year ended November 30, 2020, as filed with the SEC on January 26, 2021 formatted in Inline XBRL, are as follows:
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled Herewith
(i) the Consolidated Statements of Income for the years ended November 30, 2020, 2019 and 2018;X
(ii) the Consolidated Statements of Comprehensive Income for the years ended November 30, 2020, 2019 and 2018;X
(iii) the Consolidated Balance Sheets at November 30, 2020 and 2019;X
(iv) the Consolidated Statements of Cash Flows for the years ended November 30, 2020, 2019 and 2018;X
(v) the Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2020, 2019 and 2018 andX
(vi) the notes to the consolidated financial statements, tagged in summary and detail.X
104The cover page from Carnival Corporation & plc’s Form 10-K for the year ended November 30, 2020, as filed with the Securities and Exchange Commission on January 26, 2021, formatted in Inline XBRL (included as Exhibit 101)

*Indicates a management contract or compensation plan or arrangement.

**These items are furnished and not filed.

***Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K

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