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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ________________ Commission file number: 1-9610 Commission file number: 1-15136 Carnival Corporation Carnival Plc --------------------------- --------------------------- (Exact name of registrant as (Exact name of registrant as specified in its charter) specified in its charter) Republic of Panama England and Wales ------------------------------ ------------------------------ (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 59-1562976 98-0357772 ----------------- ----------------- (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) 3655 N.W. 87th Avenue Carnival House, 5 Gainsford Street, Miami, Florida 33178-2428 London SE1 2NE, United Kingdom -------------------------- ------------------------------ (Address of principal (Address of principal executive offices) executive offices) (Zip Code) (Zip Code) (305) 599-2600 011 44 20 7940 5381 - ------------------------------- ------------------------------ (Registrant's telephone number, (Registrant's telephone number, including area code) including area code) None None --------------------------- --------------------------- (Former name, former address (Former name, former address and former fiscal year, if and former fiscal year, if changed since last report) changed since last report) Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large Accelerated filers [X] Accelerated filers [ ] Non-Accelerated filers [ ] Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] At June 26, 2007 Carnival At June 26, 2007, Carnival plc had Corporation had outstanding outstanding 213,155,388 Ordinary Shares 623,861,946 shares of Common $1.66 par value, one Special Voting Stock, $.01 par value. Share, GBP 1.00 par value and 623,861,946 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.

PART I - FINANCIAL INFORMATION Item 1. Financial Statements. CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except per share data) Six Months Three Months Ended May 31, Ended May 31, 2007 2006 2007 2006 ------ ------ ------ ------ Revenues Cruise Passenger tickets $4,231 $3,930 $2,181 $2,020 Onboard and other 1,304 1,139 678 600 Other 53 56 41 42 ------ ------ ------ ------ 5,588 5,125 2,900 2,662 ------ ------ ------ ------ Costs and Expenses Operating Cruise Commissions, transportation and other 910 813 439 405 Onboard and other 220 198 109 101 Payroll and related 632 560 321 288 Fuel 474 461 254 247 Food 356 311 181 159 Other ship operating 802 740 416 383 Other 60 53 43 37 ------ ------ ------ ------ Total 3,454 3,136 1,763 1,620 Selling and administrative 790 720 406 354 Depreciation and amortization 532 472 272 240 ------ ------ ------ ------ 4,776 4,328 2,441 2,214 ------ ------ ------ ------ Operating Income 812 797 459 448 ------ ------ ------ ------ Nonoperating (Expense) Income Interest income 27 12 17 5 Interest expense, net of capitalized interest (178) (151) (94) (75) Other expense, net (1) (16) (1) (1) ------ ------ ------ ------ (152) (155) (78) (71) ------ ------ ------ ------ Income Before Income Taxes 660 642 381 377 Income Tax Benefit (Expense), Net 13 (11) 9 3 ------ ------ ------ ------ Net Income $ 673 $ 631 $ 390 $ 380 ====== ====== ====== ====== Earnings Per Share Basic $ 0.85 $ 0.78 $ 0.49 $ 0.47 ====== ====== ====== ====== Diluted $ 0.83 $ 0.77 $ 0.48 $ 0.46 ====== ====== ====== ====== Dividends Per Share $0.625 $ 0.50 $ 0.35 $ 0.25 ====== ====== ====== ====== The accompanying notes are an integral part of these consolidated financial statements. 2

CARNIVAL CORPORATION & PLC CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions, except par values) May 31, November 30, May 31, 2007 2006 2006 ------- ------------ ------- ASSETS Current Assets Cash and cash equivalents $ 1,859 $ 1,163 $ 570 Short-term investments 214 21 13 Trade and other receivables, net 401 280 405 Inventories 282 263 278 Prepaid expenses and other 263 268 240 ------- ------------ ------- Total current assets 3,019 1,995 1,506 ------- ------------ ------- Property and Equipment, Net 25,019 23,458 22,772 Goodwill 3,331 3,313 3,290 Trademarks 1,328 1,321 1,308 Other Assets 490 465 428 ------- ------------ ------- $33,187 $30,552 $29,304 ======= ============ ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term borrowings $ 1,075 $ 438 $ 767 Current portion of long-term debt 1,457 1,054 217 Convertible debt subject to current put options 1,170 218 Accounts payable 498 438 411 Accrued liabilities and other 1,209 1,149 946 Customer deposits 3,200 2,336 2,953 ------- ------------ ------- Total current liabilities 8,609 5,415 5,512 ------- ------------ ------- Long-Term Debt 5,425 6,355 6,045 Other Long-Term Liabilities And Deferred Income 574 572 652 Contingencies (Note 3) Shareholders' Equity Common stock of Carnival Corporation; $.01 par value; 1,960 shares authorized; 642 shares at 2007, 641 shares at November 2006 and 640 shares at May 2006 issued 6 6 6 Ordinary shares of Carnival plc; $1.66 par value; 226 shares authorized; 213 shares at 2007 and 2006 issued 354 354 353 Additional paid-in capital 7,556 7,479 7,418 Retained earnings 11,778 11,600 10,369 Accumulated other comprehensive income 772 661 473 Treasury stock; 18 shares at 2007 and November 2006 and 10 shares at May 2006 of Carnival Corporation and 42 shares at 2007 and 2006 of Carnival plc, at cost (1,887) (1,890) (1,524) ------- ------------ ------- Total shareholders' equity 18,579 18,210 17,095 ------- ------------ ------- $33,187 $ 30,552 $29,304 ======= ============ ======= The accompanying notes are an integral part of these consolidated financial statements. 3

CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in millions) Six Months Ended May 31, ----------------------- 2007 2006 ------- ------- OPERATING ACTIVITIES Net income $ 673 $ 631 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 532 472 Share-based compensation 32 34 Non-cruise investment write-down 10 Accretion of original issue discount 5 5 Other 2 (1) Changes in operating assets and liabilities, excluding businesses sold Receivables (130) 38 Inventories (19) (22) Prepaid expenses and other (21) (8) Accounts payable 67 (75) Accrued and other liabilities 74 (64) Customer deposits 876 865 ------- ------- Net cash provided by operating activities 2,091 1,885 ------- ------- INVESTING ACTIVITIES Additions to property and equipment (2,130) (1,483) Purchases of short-term investments (899) (4) Sales of short-term investments 706 Proceeds from the sale of assets and businesses, net 138 Settlement of net investment hedges (71) Other, net 2 3 ------- ------- Net cash used in investing activities (2,254) (1,484) ------- ------- FINANCING ACTIVITIES Proceeds from issuance of long-term debt 1,058 352 Proceeds from short-term borrowings, net 628 431 Principal repayments of long-term debt (440) (959) Dividends paid (435) (404) Purchases of treasury stock (473) Proceeds from exercise of stock options 40 36 Other (5) (1) ------- ------- Net cash provided by (used in) financing activities 846 (1,018) ------- ------- Effect of exchange rate changes on cash and cash equivalents 13 9 ------- ------- Net increase (decrease) in cash and cash equivalents 696 (608) Cash and cash equivalents at beginning of period 1,163 1,178 ------- ------- Cash and cash equivalents at end of period $ 1,859 $ 570 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 4

CARNIVAL CORPORATION & PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - Basis of Presentation Carnival Corporation is incorporated in Panama, and Carnival plc is incorporated in England and Wales. Carnival Corporation and Carnival plc operate a dual listed company ("DLC"), whereby the businesses of Carnival Corporation and Carnival plc are combined through a number of contracts and through provisions in Carnival Corporation's articles of incorporation and by-laws and Carnival plc's memorandum of association and articles of association. Although the two companies have retained their separate legal identities they operate as if they were a single economic enterprise. The accompanying consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries. Together with their consolidated subsidiaries they are referred to collectively in these consolidated financial statements and elsewhere in this joint Quarterly Report on Form 10-Q as "Carnival Corporation & plc," "our," "us," and "we." The accompanying consolidated balance sheets at May 31, 2007 and 2006, the consolidated statements of operations for the six and three months ended May 31, 2007 and 2006 and the consolidated statements of cash flows for the six months ended May 31, 2007 and 2006 are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation. Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2006 joint Annual Report on Form 10-K. Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year. NOTE 2 - Debt At May 31, 2007, unsecured short-term borrowings consisted of U.S. and euro-denominated bank loans of $285 million and $790 million, respectively, with an aggregate weighted-average interest rate of 4.2%. In February 2007, we repaid (pound)165 million ($323 million U.S. dollars at the February 2007 average exchange rate) of variable rate debt prior to its March 2010 maturity date. In addition, in February, March and April 2007 we borrowed $360 million, $380 million and (euro)234 million ($315 million U.S. dollars at the May 31, 2007 average exchange rate) under unsecured term loan facilities, which proceeds were used to pay a portion of the Carnival Freedom, Emerald Princess and AIDAdiva purchase prices, respectively. These facilities bear an aggregate weighted-average interest rate of 4.6% at May 31, 2007, and are repayable in semi-annual installments through 2019. At May 31, 2007, our 2% and 1.75% convertible notes were classified as current liabilities, since we may be required to redeem these notes at the option of the holders on April 15, 2008 and April 29, 2008, respectively, at their face value plus any unpaid accrued interest. If the 2% and 1.75% noteholders do not exercise this option, then we will change the classification of the notes to long-term, as the next optional redemption date does not occur until April 15, 2011 and April 29, 2013, respectively. NOTE 3 - Contingencies Litigation In January 2006, a lawsuit was filed against Carnival Corporation and its subsidiaries and affiliates, and other non-affiliated cruise lines in New York on behalf of a purported class of owners of intellectual property rights to musical plays and other works performed in the U.S. The plaintiffs claim infringement of copyrights to Broadway, off Broadway and other plays. The suit seeks payment of (i) damages, (ii) disgorgement of alleged profits and (iii) an injunction against future infringement. In the event that an award is given in favor of the plaintiffs, the amount of damages, if any, which Carnival Corporation and its subsidiaries and 5

affiliates would have to pay is not currently determinable. The ultimate outcome of this matter cannot be determined at this time. However, we intend to vigorously defend this matter. In the normal course of our business, various other claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability, net of any insurance recoverable, is typically limited to our self-insurance retention levels. However, the ultimate outcome of these claims and lawsuits which are not covered by insurance cannot be determined at this time. Contingent Obligations At May 31, 2007, Carnival Corporation had contingent obligations totaling approximately $1.06 billion to participants in lease out and lease back type transactions for three of its ships. At the inception of the leases, the entire amount of the contingent obligations was paid by Carnival Corporation to major financial institutions to enable them to directly pay these obligations. Accordingly, these obligations were considered extinguished, and neither the funds nor the contingent obligations have been included on our balance sheets. Carnival Corporation would only be required to make any payments under these contingent obligations in the remote event of nonperformance by these financial institutions, all of which have long-term credit ratings of AA or higher. In addition, Carnival Corporation obtained a direct guarantee from AA or higher rated financial institutions for $272 million of the above noted contingent obligations, thereby further reducing the already remote exposure to this portion of the contingent obligations. In certain cases, if the credit ratings of the major financial institutions who are directly paying the contingent obligations fall below AA-, then Carnival Corporation will be required to move those funds being held by those institutions to other financial institutions whose credit ratings are AA- or above. If Carnival Corporation's credit rating, which is A-, falls below BBB, it would be required to provide a standby letter of credit for $75 million, or alternatively provide mortgages in the aggregate amount of $75 million on two of its ships. In the unlikely event that Carnival Corporation were to terminate the three lease agreements early or default on its obligations, it would, as of May 31, 2007, have to pay a total of $179 million in stipulated damages. As of May 31, 2007, $183 million of standby letters of credit have been issued by a major financial institution in order to provide further security for the payment of these contingent stipulated damages. In addition, we have a $170 million back-up letter of credit issued under a loan facility in support of these standby letters of credit. Between 2017 and 2022, we have the right to exercise options that would terminate these three lease transactions at no cost to us. Some of the debt agreements that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, changes in laws that increase lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and were entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any material payments under such indemnification clauses in the past and, under current circumstances, we do not believe a request for material future indemnification payments is probable. NOTE 4 - Comprehensive Income Comprehensive income was as follows (in millions): Six Months Three Months Ended May 31, Ended May 31, ------------- ------------- 2007 2006 2007 2006 ---- ---- ---- ---- Net income $673 $631 $390 $380 Items included in accumulated other comprehensive income Foreign currency translation adjustment 113 299 100 290 Changes related to cash flow derivative hedges (2) 15 (1) 11 ---- ---- ---- ---- Total comprehensive income $784 $945 $489 $681 ==== ==== ==== ==== 6

NOTE 5 - Segment Information Our cruise segment includes all of our cruise brands, which have been aggregated as a single reportable segment based on the similarity of their economic and other characteristics, including the products and services they provide. Substantially all of our other segment represents the hotel, tour and transportation operations of Holland America Tours and Princess Tours. Selected segment information for our cruise and other segments was as follows (in millions): Six Months Ended May 31, ---------------------------------------------------------------- Selling Depreciation Operating and Admin- and Operating Revenues Expenses Istrative Amortization Income (Loss) -------- --------- ---------- ------------ ------------- 2007 Cruise $5,535 $3,394 $774 $514 $ 853 Other 69 76 16 18 (41) Intersegment elimination (16) (16) ------ ------ ---- ---- ----- $5,588 $3,454 $790 $532 $ 812 ====== ====== ==== ==== ===== 2006 Cruise $5,069 $3,083 $698 $456 $ 832 Other 70 67 22 16 (35) Intersegment elimination (14) (14) ------ ------ ---- ---- ----- $5,125 $3,136 $720 $472 $ 797 ====== ====== ==== ==== ===== Three Months Ended May 31, ---------------------------------------------------------------- Selling Depreciation Operating and Admin- and Operating Revenues Expenses Istrative Amortization Income (Loss) -------- --------- ---------- ------------ ------------- 2007 Cruise $2,859 $1,720 $398 $263 $ 478 Other 55 57 8 9 (19) Intersegment elimination (14) (14) ------ ------ ---- ---- ----- $2,900 $1,763 $406 $272 $ 459 ====== ====== ==== ==== ===== 2006 Cruise $2,620 $1,583 $343 $232 $ 462 Other 54 49 11 8 (14) Intersegment elimination (12) (12) ------ ------ ---- ---- ----- $2,662 $1,620 $354 $240 $ 448 ====== ====== ==== ==== ===== NOTE 6 - Earnings Per Share Our basic and diluted earnings per share were computed as follows (in millions, except per share data): Six Months Three Months Ended May 31, Ended May 31, ------------- ------------- 2007 2006 2007 2006 ----- ----- ----- ---- Net income $ 673 $ 631 $ 390 $ 380 Interest on dilutive convertible notes 17 18 9 9 ----- ----- ----- ----- Net income for diluted earnings per share $ 690 $ 649 $ 399 $ 389 ===== ===== ===== ===== Weighted-average common and ordinary shares outstanding 794 807 794 805 Dilutive effect of convertible notes 33 33 33 33 Dilutive effect of stock plans 2 3 2 2 ----- ----- ----- ----- Diluted weighted-average shares outstanding 829 843 829 840 ===== ===== ===== ===== Basic earnings per share $0.85 $0.78 $0.49 $0.47 ===== ===== ===== ===== Diluted earnings per share $0.83 $0.77 $0.48 $0.46 ===== ===== ===== ===== 7

Options to purchase 6.9 million (3.5 million in 2006) and 8.5 million (5.5 million in 2006) shares for the six and three months ended May 31, 2007 and 2006, respectively, were excluded from our diluted earnings per share computation since the effect of including them was anti-dilutive. NOTE 7 - Recent Accounting Pronouncement In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"). FIN 48 clarifies, among other things, the accounting for uncertain income tax positions by prescribing a minimum probability threshold that a tax position must meet before a financial statement income tax benefit is recognized. The minimum threshold is defined as a tax position that, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. FIN 48 must be applied to all existing tax positions upon adoption. The cumulative effect of applying FIN 48 at adoption is required to be reported separately as an adjustment to the opening balance of retained earnings in the year of adoption. FIN 48 is required to be implemented at the beginning of a fiscal year and will be effective for Carnival Corporation & plc for fiscal 2008. We have not yet determined the impact of adopting FIN 48 on our financial statements. 8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Cautionary Note Concerning Factors That May Affect Future Results Some of the statements contained in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this joint Quarterly Report on Form 10-Q are "forward-looking statements" that involve risks, uncertainties and assumptions with respect to us, including some statements concerning future results, outlook, plans, goals and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We have tried, whenever possible, to identify these statements by using words like "will," "may," "believe," "expect," "anticipate," "forecast," "future," "intend," "plan," and "estimate" and similar expressions. Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied in this joint Quarterly Report on Form 10-Q. Forward-looking statements include those statements which may impact the forecasting of our earnings per share, net revenue yields, booking levels, pricing, occupancy, operating, financing and/or tax costs, fuel costs, costs per available lower berth day ("ALBD"), estimates of ship depreciable lives and residual values, outlook or business prospects. These factors include, but are not limited to, the following: - general economic and business conditions, which may adversely impact the levels of our potential vacationers' discretionary income and this group's confidence in the U.S. economy, and thereby reduce the net revenue yields for our cruise brands; - the international political and economic climate, armed conflicts, terrorist attacks and threats thereof, availability of air service and other world events, and their impact on the demand for cruises; - conditions in the cruise and land-based vacation industries, including competition from other cruise ship operators and providers of other vacation alternatives and increases in capacity offered by cruise ship and land-based vacation alternatives; - accidents, unusual weather conditions or natural disasters, such as hurricanes and earthquakes and other incidents (including machinery and equipment failures or improper operation thereof) which could cause the alteration of itineraries or cancellation of a cruise or series of cruises, and the impact of the spread of contagious diseases, affecting the health, safety, security and/or vacation satisfaction of passengers; - adverse publicity concerning the cruise industry in general, or us in particular, could impact the demand for our cruises; - lack of acceptance of new itineraries, products and services by our guests; - changing consumer preferences, which may, among other things, adversely impact the demand for cruises; - changes in and compliance with laws and regulations relating to environmental, health, safety, security, tax and other regulatory regimes under which we operate, including the implementation of U.S. regulations requiring U.S. citizens to obtain passports for sea travel to or from additional foreign destinations; - the impact of changes in operating and financing costs, including changes in foreign currency exchange rates and interest rates and fuel, food, insurance, payroll and security costs; - our ability to implement our shipbuilding programs, including purchasing ships for our North American cruise brands from European shipyards on terms that are favorable or consistent with our expectations; - our ability to implement our brand strategies and to continue to operate and expand our business internationally; - our future operating cash flow may not be sufficient to fund future obligations and we may not be able to obtain financing, if necessary, on terms that are favorable or consistent with our expectations; - our ability to attract and retain qualified shipboard crew and maintain good relations with employee unions; - continuing financial viability of our travel agent distribution system and air service providers; 9

- our decisions to self-insure against various risks or inability to obtain insurance for certain risks; - disruptions to our information technology systems; - continued availability of attractive port destinations; - risks associated with the DLC structure, including the uncertainty of its tax status; - the impact of pending or threatened litigation; and - our ability to successfully implement cost reduction plans. Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant listing rules, we expressly disclaim any obligation to disseminate, after the date of this joint Quarterly Report on Form 10-Q, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. Key Performance Indicators and Critical Accounting Estimates We use net cruise revenues per ALBD ("net revenue yields") and net cruise costs per ALBD as significant non-GAAP financial measures of our cruise segment financial performance. We believe that net revenue yields are commonly used in the cruise industry to measure a company's cruise segment revenue performance. This measure is also used for revenue management purposes. In calculating net revenue yields, we use "net cruise revenues" rather than "gross cruise revenues." We believe that net cruise revenues is a more meaningful measure in determining revenue yield than gross cruise revenues because it reflects the cruise revenues earned by us net of our most significant variable costs, which are travel agent commissions, cost of air transportation and certain other variable direct costs associated with onboard and other revenues. Substantially all of our remaining cruise costs are largely fixed once our ship capacity levels have been determined, except for the impact of changing prices. Net cruise costs per ALBD is the most significant measure we use to monitor our ability to control our cruise segment costs rather than gross cruise costs per ALBD. In calculating net cruise costs, we exclude the same variable costs that are included in the calculation of net cruise revenues. This is done to avoid duplicating these variable costs in these two non-GAAP financial measures. In addition, because a significant portion of our operations utilize the euro or sterling to measure their results and financial condition, the translation of those operations to our U.S. dollar reporting currency results in increases in reported U.S. dollar revenues and expenses if the U.S. dollar weakens against these foreign currencies, and decreases in reported U.S. dollar revenues and expenses if the U.S. dollar strengthens against these foreign currencies. Accordingly, we also monitor our two non-GAAP financial measures assuming the current period currency exchange rates have remained constant with the prior year's comparable period rates, or on a "constant dollar basis," in order to remove the impact of changes in exchange rates on our non-U.S. dollar cruise operations. We believe that this is a useful measure indicating the actual growth of our operations in a fluctuating currency exchange rate environment. On a constant dollar basis, net cruise revenues and net cruise costs would be $4.29 billion and $2.96 billion for the six months ended May 31, 2007 and $2.25 billion and $1.53 billion for the three months ended May 31, 2007, respectively. On a constant dollar basis, gross cruise revenues and gross cruise costs would be $5.38 billion and $4.05 billion for the six months ended May 31, 2007 and $2.78 billion and $2.06 billion for the three months ended May 31, 2007, respectively. In addition, our non-U.S. dollar cruise operations' depreciation and net interest expense were impacted by the changes in exchange rates for the six and three months ended May 31, 2007, compared to the prior year's comparable periods. For a discussion of our critical accounting estimates, see "Management's Discussion and Analysis of Financial Condition and Results of Operations," which is included in Carnival Corporation & plc's 2006 joint Annual Report on Form 10-K. 10

Outlook for Remainder of Fiscal 2007 As of June 19, 2007 we said that we expected our diluted earnings per share for the third quarter and full year of 2007 would be in the range of $1.60 to $1.62 and $2.85 to $2.95, respectively. Our guidance was based on the then current forward fuel price of $375 per metric ton for the third and fourth quarters of 2007 and $346 per metric ton for the full year 2007. In addition, this guidance was also based on currency exchange rates of $1.33 to the euro and $1.97 to sterling for the third and fourth quarters of 2007. The year-over-year percentage increase in our ALBD capacity for the third and fourth quarters of 2007 and fiscal 2008, 2009, 2010 and 2011, substantially all resulting from new ships entering service, is currently expected to be 9.6%, 6.0%, 9.3%, 5.4%, 6.7% and 6.4%, respectively. The above percentages exclude any future ship orders, acquisitions, retirements or sales, however they do include the withdrawal from service of the Pacific Star in March 2008 and the Queen Elizabeth 2 ("QE2") in November 2008. Seasonality Our revenues from the sale of passenger tickets are seasonal. Historically, demand for cruises has been greatest during our third quarter, which includes the Northern Hemisphere summer months. This higher demand during the third quarter results in higher net revenue yields and, accordingly, the largest share of our net income is earned during this period. The seasonality of our results is increased due to ships being taken out of service for maintenance, which we typically schedule during non-peak demand periods. Substantially all of Holland America Tours' and Princess Tours' revenues and net income are generated from May through September in conjunction with the Alaska cruise season. 11

Selected Information and Non-gaap Financial Measures Selected information was as follows: Six Months Ended May 31, Three Months Ended May 31, ------------------------ -------------------------- 2007 2006 2007 2006 ------ ------ ------ ----- Passengers carried (in thousands) 3,581 3,225 (a) 1,832 1,708 ====== ====== ====== ===== Occupancy percentage 103.9% 104.8%(b) 103.7% 105.4% ====== ====== ====== ===== Fuel cost per metric ton(c) $ 317 $ 336 $ 333 $ 354 ====== ====== ====== ===== (a) Passengers carried in the first quarter of 2006 does not include any passengers for the three ships chartered to the Military Sealift Command in connection with the Hurricane Katrina relief efforts. (b) Occupancy percentage in the first quarter of 2006 includes the three ships chartered to the Military Sealift Command at 100% occupancy. (c) Fuel cost per metric ton is calculated by dividing the cost of our fuel by the number of metric tons consumed. Gross and net revenue yields were computed by dividing the gross or net revenues, without rounding, by ALBDs as follows: Six Months Ended May 31, Three Months Ended May 31, ------------------------- -------------------------- 2007 2006 2007 2006 ----------- ----------- ------------ ----------- (in millions, except ALBDs and yields) Cruise revenues Passenger tickets $ 4,231 $ 3,930 $ 2,181 $ 2,020 Onboard and other 1,304 1,139 678 600 ----------- ----------- ------------ ----------- Gross cruise revenues 5,535 5,069 2,859 2,620 Less cruise costs Commissions, transportation and other (910) (813) (439) (405) Onboard and other (220) (198) (109) (101) ----------- ----------- ------------ ----------- Net cruise revenues $ 4,405 $ 4,058 $ 2,311 $ 2,114 =========== =========== ============ =========== ALBDs(a) 26,187,929 24,179,420 13,369,111 12,242,982 =========== =========== ============ =========== Gross revenue yields $ 211.35 $ 209.63 $ 213.87 $ 214.00 =========== =========== ============ =========== Net revenue yields $ 168.21 $ 167.78 $ 172.90 $ 172.63 =========== =========== ============ =========== Gross and net cruise costs per ALBD were computed by dividing the gross or net cruise costs, without rounding, by ALBDs as follows: Six Months Ended May 31, Three Months Ended May 31, ------------------------- -------------------------- 2007 2006 2007 2006 ----------- ----------- ------------ ----------- (in millions, except ALBDs and costs per ALBD) Cruise operating expenses $ 3,394 $ 3,083 $ 1,720 $ 1,583 Cruise selling and administrative expenses 774 698 398 343 ----------- ----------- ------------ ----------- Gross cruise costs 4,168 3,781 2,118 1,926 Less cruise costs included in net cruise revenues Commissions, transportation and other (910) (813) (439) (405) Onboard and other (220) (198) (109) (101) ----------- ----------- ------------ ----------- Net cruise costs $ 3,038 $ 2,770 $ 1,570 $ 1,420 =========== =========== ============ =========== ALBDs(a) 26,187,929 24,179,420 13,369,111 12,242,982 =========== =========== ============ =========== Gross cruise costs per ALBD $ 159.17 $ 156.40 $ 158.46 $ 157.35 =========== =========== ============ =========== Net cruise costs per ALBD $ 116.03 $ 114.54 $ 117.50 $ 115.98 =========== =========== ============ =========== (a) ALBDs is a standard measure of passenger capacity for the period. It assumes that each cabin we offer for sale accommodates two passengers. ALBDs are computed by multiplying passenger capacity by revenue-producing ship operating days in the period. 12

Six Months Ended May 31, 2007 ("2007") Compared to the Six Months Ended May 31, 2006 ("2006") Revenues Net cruise revenues increased $347 million, or 8.6%, to $4.41 billion in 2007 from $4.06 billion in 2006. The 8.3% increase in ALBDs between 2007 and 2006 accounted for $336 million of the increase, and the remaining $11 million was from increased net revenue yields, which increased 0.3% in 2007 compared to 2006 (gross revenue yields increased by 0.8%). Net revenue yields increased slightly in 2007 primarily due to the weaker U.S. dollar relative to the euro and sterling and higher onboard guest spending, partially offset by lower occupancy. Net revenue yields as measured on a constant dollar basis decreased 2.3% in 2007 compared to 2006. This decrease in constant dollar net revenue yields was primarily driven by the softer cruise ticket pricing from our shorter duration North American-sourced Caribbean cruises, which was partially offset by the higher prices we achieved from our European brands. Gross cruise revenues increased $466 million, or 9.2%, in 2007 to $5.54 billion from $5.07 billion in 2006 for largely the same reasons as net cruise revenues, as well as the increase in passenger air ticket prices primarily as a result of increases in air travel costs, changes in cruise itineraries, which required passengers to purchase longer flights and more passengers purchasing air transportation from us. Included in onboard and other revenues are concessionaire revenues of $362 million in 2007 and $291 million in 2006. Costs and Expenses Net cruise costs increased $268 million, or 9.7%, to $3.04 billion in 2007 from $2.77 billion in 2006. The 8.3% increase in ALBDs between 2007 and 2006 accounted for $230 million of the increase. The balance of $38 million was from increased net cruise costs per ALBD, which increased 1.3% in 2007 compared to 2006 (gross cruise costs per ALBD increased 1.8%). Net cruise costs per ALBD increased primarily due to a weaker U.S. dollar relative to the euro and sterling in 2007 and higher repair costs from ship incidents. This increase was partially offset by a $19 per metric ton decrease in fuel cost to $317 per metric ton in 2007, which resulted in a reduction in fuel expense of $28 million and lower dry-dock costs compared to 2006. Net cruise costs per ALBD as measured on a constant dollar basis decreased 1.4% in 2007 compared to 2006. Gross cruise costs increased $387 million, or 10.2%, in 2007 to $4.17 billion from $3.78 billion in 2006 for largely the same reasons as net cruise costs, as well as the increase in passenger air ticket prices primarily as a result of increases in air travel costs, changes in cruise itineraries, which required passengers to purchase longer flights and more passengers purchasing air transportation from us. Depreciation and amortization expense increased $60 million, or 12.7%, to $532 million in 2007 from $472 million in 2006 largely due to the 8.3% increase in ALBDs through the addition of new ships, and weaker U.S. dollar compared to the euro and sterling and additional ship improvement expenditures. Nonoperating (Expense) Income Net interest expense, excluding capitalized interest, increased $17 million to $173 million in 2007 from $156 million in 2006. This increase was primarily due to a $22 million increase in interest expense from a higher level of average borrowings and $10 million from higher average interest rates on average borrowings, partially offset by $15 million of higher interest income primarily due to a higher average level of invested cash. Capitalized interest increased $6 million during 2007 compared to 2006 primarily due to higher average levels of investment in ship construction projects. Other expenses in 2006 included a $10 million expense for the write-down of a non-cruise investment and a $5 million provision for a litigation reserve. 13

Income Taxes Income tax expense changed by $24 million to a benefit of $13 million in 2007 from an expense of $11 million in 2006 because 2006 included $24 million of income tax expenses for the Military Sealift Command charters, which ended in early March 2006. Three Months Ended May 31, 2007 ("2007") Compared to the Three Months Ended May 31, 2006 ("2006") Revenues Net cruise revenues increased $197 million, or 9.3%, to $2.31 billion in 2007 from $2.11 billion in 2006. The 9.2% increase in ALBDs between 2007 and 2006 accounted for $194 million of the increase, and the remaining $3 million was from increased net revenue yields, which increased 0.2% in 2007 compared to 2006 (gross revenue yields were almost flat). Net revenue yields increased slightly in 2007 primarily due to the weaker U.S. dollar relative to the euro and sterling and higher onboard guest spending, partially offset by lower occupancy. Net revenue yields as measured on a constant dollar basis decreased 2.6% in 2007 compared to 2006. This decrease in constant dollar net revenue yields was primarily driven by the softer cruise ticket pricing from our shorter duration North American-sourced Caribbean cruises, which was partially offset by the higher prices we achieved from our European brands. Gross cruise revenues increased $239 million, or 9.1%, in 2007 to $2.86 billion from $2.62 billion in 2006 for largely the same reasons as net cruise revenues, as well as the increase in passenger air ticket prices primarily as a result of increases in air travel costs and changes in cruise itineraries, which required passengers to purchase longer flights, partially offset by fewer passengers purchasing air transportation from us. Included in onboard and other revenues are concessionaire revenues of $198 million in 2007 and $161 million in 2006. Costs and Expenses Net cruise costs increased $150 million, or 10.6%, to $1.57 billion in 2007 from $1.42 billion in 2006. The 9.2% increase in ALBDs between 2007 and 2006 accounted for $130 million of the increase. The balance of $20 million was from increased net cruise costs per ALBD, which increased 1.3% in 2007 compared to 2006 (gross cruise costs per ALBD increased 0.7%). Net cruise costs per ALBD increased primarily due to a weaker U.S. dollar relative to the euro and sterling in 2007. This increase was partially offset by a $21 per metric ton decrease in fuel cost to $333 per metric ton in 2007, which resulted in a reduction in fuel expense of $16 million and lower dry-dock costs compared to 2006. Net cruise costs per ALBD as measured on a constant dollar basis decreased 1.5% in 2007 compared to 2006. Gross cruise costs increased $192 million, or 10.0%, in 2007 to $2.12 billion from $1.93 billion in 2006 for largely the same reasons as net cruise costs, as well as the increase in passenger air ticket prices primarily as a result of increases in air travel costs and changes in cruise itineraries, which required passengers to purchase longer flights, partially offset by fewer passengers purchasing air transportation from us. Depreciation and amortization expense increased $32 million, or 13.3%, to $272 million in 2007 from $240 million in 2006 largely due to the 9.2% increase in ALBDs through the addition of new ships, the weaker U.S. dollar compared to the euro and sterling and additional ship improvement expenditures. Nonoperating (Expense) Income Net interest expense, excluding capitalized interest, increased $9 million to $88 million in 2007 from $79 million in 2006. This increase was primarily due to a $20 million increase in interest expense from a higher level of average borrowings, partially offset by $13 million of higher interest income primarily due to a higher average level of invested cash. 14

Income Taxes Income tax benefit increased $6 million to a benefit of $9 million in 2007 from a benefit of $3 million in 2006 due to a $6 million deferred income tax benefit from the transfer of a ship. Liquidity and Capital Resources Sources and Uses of Cash Our business provided $2.09 billion of net cash from operations during the six months ended May 31, 2007, an increase of $206 million, or 10.9%, compared to fiscal 2006. We continue to generate substantial cash from operations and remain in a strong financial position, thus providing us with substantial financial flexibility in meeting operating, investing and financing needs. During the six months ended May 31, 2007, our net expenditures for capital projects were $2.13 billion, of which $1.89 million was spent for our ongoing new shipbuilding program, including $1.59 billion for the final delivery payments for the Carnival Freedom, Emerald Princess, AIDAdiva and Costa Serena. In addition to our new shipbuilding program, we had capital expenditures of $156 million for ship improvements and refurbishments and $83 million for Alaska tour assets, cruise port facility developments, information technology and other assets. In addition, during the six months ended May 31, 2007 we received aggregate net proceeds of $138 million from the sale of assets, including our Windstar Cruises' business, Swan Hellenic trademarks and P&O Cruises Australia's Pacific Star. The Pacific Star will be chartered back from the purchaser by P&O Cruises Australia until March 2008. During the six months ended May 31, 2007, we borrowed $1.06 billion to pay part of the Carnival Freedom, Emerald Princess, AIDAdiva and Costa Serena purchase prices, and we repaid $440 million of long-term debt, which included $323 million for the early repayment of (pound)165 million of debt. We also borrowed $628 million principally under our multi-currency revolving credit facility and short-term bank loans during the six months ended May 31, 2007. In addition, in April 2007 our Board of Directors increased our quarterly cash dividend per share from $0.275 to $0.35, or 27%. During the first six months of fiscal 2007 we paid cash dividends of $435 million. Future Commitments and Funding Sources Our contractual cash obligations as of May 31, 2007 have changed compared to November 30, 2006, including ship construction contracts entered into through January 2007, primarily as a result of our debt and ship delivery payments as noted above and the exercise of an option to purchase a Holland America 2,100 passenger capacity ship from Fincantieri, which has an all-in cost of (euro)425 million and is expected to enter service in fall 2010. At May 31, 2007, we had liquidity of $5.10 billion, which consisted of $2.07 billion of cash, cash equivalents and short-term investments, $1.51 billion available for borrowing under our revolving credit facility and $1.52 billion under committed ship financing facilities. Our revolving credit facility matures in 2011. In addition, in June 2007 we entered into an agreement to sell Cunard Line's QE2 for delivery to the buyer in November 2008 for $100 million, which is expected to result in a gain of approximately $10 million in the 2008 fourth quarter, based on the current U.S. dollar to sterling exchange rate. A key to our access to liquidity is the maintenance of our strong credit ratings. Based primarily on our historical results, current financial condition and future forecasts, we believe that our existing liquidity and cash flow from future operations will be sufficient to fund most of our expected capital projects, debt service requirements, dividend payments, working capital and other firm commitments. In addition, based on our future forecasted operating results and cash flows for fiscal 2007, we expect to be in compliance with our debt covenants during the remainder of fiscal 2007. However, our forecasted cash flow from future operations, as well as our credit ratings, may be adversely affected by various factors including, but not limited to, those factors noted under "Cautionary Note 15

Concerning Factors That May Affect Future Results." To the extent that we are required, or choose, to fund future cash requirements, including our future shipbuilding commitments, from sources other than as discussed above, we believe that we will be able to secure such financing from banks or through the offering of debt and/or equity securities in the public or private markets. However, we cannot be certain that our future operating cash flow will be sufficient to fund future obligations or that we will be able to obtain additional financing, if necessary. Off-Balance Sheet Arrangements We are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests, certain derivative instruments and variable interest entities, which either have, or are reasonably likely to have, a current or future material effect on our financial statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk. In December 2006, we settled, prior to its scheduled November 2007 maturity, a foreign currency swap that was designated as a hedge of our net investment in our subsidiaries whose functional currency are euros. This foreign currency swap effectively converted $400 million of variable rate U.S. dollar-denominated debt into (euro)349 million of variable rate debt. In addition, during April 2007 we designated $315 million of new euro-denominated debt as a hedge of our euro-denominated net investments. At May 31, 2007, 64%, 27% and 9% (56%, 30% and 14% at November 30, 2006) of our long-term debt was U.S. dollar, euro and sterling-denominated, respectively, including the effect of foreign currency swaps. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit, is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer, Chief Operating Officer and Chief Financial and Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of May 31, 2007, that they were effective as described above. Changes in Internal Control over Financial Reporting During the three months ended May 31, 2007, we continued with our implementation of a new worldwide accounting system. As a result, there have been changes in our internal control over financial reporting during the quarter ended May 31, 2007 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. As part of the system implementation, we have reviewed the controls affected by the new accounting system and have made the necessary internal control changes. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions. 16

PART II - OTHER INFORMATION Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. In June 2006, the Boards of Directors authorized the repurchase of up to an aggregate of $1 billion of Carnival Corporation common stock and/or Carnival plc ordinary shares subject to certain restrictions. The repurchase program does not have an expiration date and may be discontinued by our Boards of Directors at any time. The Carnival plc share repurchase authorization requires annual shareholder approval. During the 2007 second quarter, there were no repurchases of Carnival Corporation common stock or Carnival plc ordinary shares. At June 28, 2007 the remaining availability pursuant to our share repurchase program was $773 million. During the three months ended May 31, 2007, $8 million of our Zero-Coupon notes were converted at their accreted value into 0.1 million shares of Carnival Corporation common stock, all of which were issued from newly issued common stock. In addition, a nominal amount of our 2% convertible notes were converted into common stock of Carnival Corporation. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. Each share of Carnival Corporation common stock issued is paired with a trust share of beneficial interest in the P&O Princess Special Voting Trust, which holds a Special Voting Share issued by Carnival plc in connection with the DLC transaction. Item 4. Submission of Matters to a Vote of Security Holders. The annual meetings of shareholders of Carnival Corporation & plc was held on April 16, 2007 (the "Annual Meetings"). On all matters which came before the Annual Meetings, holders of Carnival Corporation common stock and Carnival plc ordinary shares were entitled to one vote for each share held. Proxies for 683,296,634 shares entitled to vote were received in connection with the Annual Meetings. The matters which were submitted to Carnival Corporation and Carnival plc's shareholders for approval at the Annual Meetings and the tabulation of the votes with respect to each such matter were as follows: Director Elections Against/ Resolution/proposal For Withheld(a) Abstained To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc 666,865,043 15,831,353 600,238 To re-elect Ambassador Richard G. Capen, Jr. as a director of Carnival Corporation and Carnival plc 667,627,819 11,020,711 4,648,104 To re-elect Robert H. Dickinson as a director of Carnival Corporation and Carnival plc 675,181,728 6,790,075 1,324,831 To re-elect Arnold W. Donald as a director of Carnival Corporation and Carnival plc 669,112,104 9,506,658 4,677,872 To re-elect Pier Luigi Foschi as a director of Carnival Corporation and Carnival plc 673,449,221 8,182,254 1,665,159 17

Director Elections Continued Against/ Resolution/proposal For Withheld(a) Abstained To re-elect Howard S. Frank as a director of Carnival Corporation and Carnival plc 675,178,389 6,792,390 1,325,855 To re-elect Richard J. Glasier as a director of Carnival Corporation and Carnival plc 669,380,758 9,255,606 4,660,270 To re-elect Baroness Hogg as a director of Carnival Corporation and Carnival plc 679,397,878 3,871,934 26,822 To re-elect Modesto A. Maidique as a director of Carnival Corporation and Carnival plc 668,007,343 11,009,653 4,279,638 To re-elect Sir John Parker as a director of Carnival Corporation and Carnival plc 679,527,394 3,724,592 44,648 To re-elect Peter G. Ratcliffe as a director of Carnival Corporation and Carnival plc 673,667,756 7,932,721 1,696,157 To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc 669,115,890 9,714,596 4,466,148 To elect Laura Weil as a director of Carnival Corporation and Carnival plc 679,584,609 3,680,936 31,089 To re-elect Uzi Zucker as a director of Carnival Corporation and Carnival plc 669,978,803 8,850,929 4,466,902 (a) A vote "withheld" by a shareholder of Carnival Corporation is deemed to be a vote against the resolutions re-electing directors. Other Matters Abstained/ Broker Resolution/Proposal For Against Withheld(b) Non-votes To re-appoint the independent auditors of Carnival plc and to ratify the selection of the independent registered certified public accounting firm for Carnival Corporation 679,838,908 979,397 2,478,329 0 To authorize the Audit Committee of the Board of Directors of Carnival plc to agree the remuneration of the independent auditors 679,812,897 986,173 2,497,564 0 18

OTHER MATTERS CONTINUED Abstained/ Broker Resolution/Proposal For Against Withheld(b) Non-votes To receive the UK accounts and the reports of the directors and auditors of Carnival plc for the financial year ended November 30, 2006 674,302,933 6,410,881 2,582,820 0 To approve the directors' remuneration report of Carnival plc for the financial year ended November 30, 2006 668,103,004 12,438,352 2,755,278 0 To approve limits on the authority to allot shares by Carnival plc 678,357,221 2,369,489 2,569,924 0 To approve the disapplication of pre-emption rights for Carnival plc shares 673,168,153 6,247,289 3,881,192 0 To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market 679,973,741 980,372 2,342,521 0 To approve electronic communications with Carnival plc shareholders 680,058,291 834,883 2,403,460 0 (b) An "abstained" vote by a shareholder of Carnival Corporation means "withheld" for this purpose, that is a vote neither for nor against the resolution. Item 6. Exhibits. 3.1 Third Amended and Restated Articles of Incorporation of Carnival Corporation, incorporated by reference to Exhibit No. 3.1 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc filed on April 17, 2003. 3.2 Amended and Restated By-laws of Carnival Corporation, incorporated by reference to Exhibit No. 3.2 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc filed on April 17, 2003. 3.3 Articles of Association of Carnival plc, incorporated by reference to Exhibit No. 3.3 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc filed on April 17, 2003. 3.4 Memorandum of Association of Carnival plc, incorporated by reference to Exhibit No. 3.4 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc filed on April 17, 2003. 12 Ratio of Earnings to Fixed Charges. 31.1 Certification of 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. 31.2 Certification of Chief Operating Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 19

31.3 Certification of Executive Vice President and Chief Financial and Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.4 Certification of 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. 31.5 Certification of Chief Operating Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.6 Certification of Executive Vice President and Chief Financial and Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of 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. 32.2 Certification of Chief Operating 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. 32.3 Certification of Executive Vice President and Chief Financial and 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. 32.4 Certification of 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. 32.5 Certification of Chief Operating 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. 32.6 Certification of Executive Vice President and Chief Financial and 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. 20

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CARNIVAL CORPORATION CARNIVAL PLC By:/s/ Micky Arison By:/s/ Micky Arison ---------------- ---------------- Micky Arison Micky Arison Chairman of the Board of Directors Chairman of the Board of Directors and Chief Executive Officer and Chief Executive Officer By:/s/ Howard S. Frank By:/s/ Howard S. Frank ------------------- ------------------- Howard S. Frank Howard S. Frank Vice Chairman of the Board of Vice Chairman of the Board of Directors and Chief Operating Officer Directors and Chief Operating Officer By:/s/ Gerald R. Cahill By:/s/ Gerald R. Cahill -------------------- -------------------- Gerald R. Cahill Gerald R. Cahill Executive Vice President Executive Vice President and Chief Financial and and Chief Financial and Accounting Officer Accounting Officer Date: June 29, 2007 Date: June 29, 2007 21

                                                                      Exhibit 12

                           CARNIVAL CORPORATION & PLC
                       Ratio of Earnings to Fixed Charges
                          (in millions, except ratios)



                                                               Six Months   Ended May 31,
                                                               --------------------------
                                                                  2007         2006
                                                                  ----         ----

                                                                      
Net income                                                        $673          $631
Income tax (benefit) expense, net                                  (13)           11
                                                                  ----          ----
Income before income taxes                                         660           642
                                                                  ----          ----
Fixed charges
   Interest expense, net                                           178           151
   Interest portion of rent expense(a)                               7             8
   Capitalized interest                                             23            17
                                                                  ----          ----
Total fixed charges                                                208           176
                                                                  ----          ----
Fixed charges not affecting earnings Capitalized interest          (23)          (17)
                                                                  ----          ----
Earnings before fixed charges                                     $845          $801
                                                                  ====          ====
Ratio of earnings to fixed charges                                 4.1x          4.6x
                                                                  ====          ====


(a)   Represents one-third of rent expense, which we believe to be
      representative of the interest portion of rent expense.

                                       22

                                                                    Exhibit 31.1

I, Micky Arison, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Carnival Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date:  June 29, 2007

By:/s/ Micky Arison
   ----------------
Micky Arison
Chairman of the Board of Directors
and Chief Executive Officer

                                       23

                                                                    Exhibit 31.2

I, Howard S. Frank, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Carnival Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date:  June 29, 2007

By:/s/ Howard S. Frank
   -------------------
Howard S. Frank
Vice Chairman of the Board of
Directors and Chief Operating Officer

                                       24

                                                                    Exhibit 31.3

I, Gerald R. Cahill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Carnival Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date:  June 29, 2007

By:/s/ Gerald R. Cahill
   --------------------
Gerald R. Cahill
Executive Vice President and Chief
Financial and Accounting Officer

                                       25

                                                                    Exhibit 31.4
I, Micky Arison, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Carnival plc;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date:  June 29, 2007

By:/s/ Micky Arison
   ----------------
Micky Arison
Chairman of the Board of Directors
and Chief Executive Officer

                                       26

                                                                    Exhibit 31.5

I, Howard S. Frank, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Carnival plc;

2.    Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.    The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5.    The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

(a)   All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: June 29, 2007

By: /s/ Howard S. Frank
    ------------------------
Howard S. Frank
Vice Chairman of the Board of
Directors and Chief Operating Officer

                                       27

                                                                    Exhibit 31.6

I, Gerald R. Cahill, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Carnival plc;

2.    Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.    The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5.    The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

(a)   All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: June 29, 2007

By: /s/ Gerald R. Cahill
    ------------------------
Gerald R. Cahill
Executive Vice President and Chief
Financial and Accounting Officer

                                       28

                                                                    Exhibit 32.1

      In connection with the Quarterly Report on Form 10-Q for the quarter ended
May 31, 2007 as filed by Carnival Corporation with the Securities and Exchange
Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of Carnival
      Corporation.

Date: June 29, 2007

By: /s/ Micky Arison
    --------------------
Micky Arison
Chairman of the Board of Directors
and Chief Executive Officer

                                       29

                                                                    Exhibit 32.2

      In connection with the Quarterly Report on Form 10-Q for the quarter ended
May 31, 2007 as filed by Carnival Corporation with the Securities and Exchange
Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of Carnival
      Corporation.

Date: June 29, 2007

By: /s/ Howard S. Frank
    -----------------------
Howard S. Frank
Vice Chairman of the Board of Directors
and Chief Operating Officer

                                       30

                                                                    Exhibit 32.3

      In connection with the Quarterly Report on Form 10-Q for the quarter ended
May 31, 2007 as filed by Carnival Corporation with the Securities and Exchange
Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of Carnival
      Corporation.

Date: June 29, 2007

By: /s/ Gerald R. Cahill
    ------------------------
Gerald R. Cahill
Executive Vice President and Chief
Financial and Accounting Officer

                                       31

                                                                    Exhibit 32.4

      In connection with the Quarterly Report on Form 10-Q for the quarter ended
May 31, 2007 as filed by Carnival plc with the Securities and Exchange
Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of Carnival
      plc.

Date: June 29, 2007

By: /s/ Micky Arison
    ---------------------
Micky Arison
Chairman of the Board of Directors
and Chief Executive Officer

                                       32

                                                                    Exhibit 32.5

      In connection with the Quarterly Report on Form 10-Q for the quarter ended
May 31, 2007 as filed by Carnival plc with the Securities and Exchange
Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of Carnival
      plc.

Date: June 29, 2007

By: /s/ Howard S. Frank
    -----------------------
Howard S. Frank
Vice Chairman of the Board of Directors
and Chief Operating Officer

                                       33

                                                                    Exhibit 32.6

      In connection with the Quarterly Report on Form 10-Q for the quarter ended
May 31, 2007 as filed by Carnival plc with the Securities and Exchange
Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of Carnival
      plc.

Date: June 29, 2007

By: /s/ Gerald R. Cahill
    ------------------------
Gerald R. Cahill
Executive Vice President and Chief
Financial and Accounting Officer

                                       34