SEC Filing | Carnival Corporation & plc

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Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2009

¨	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 (Exact name of registrant as specified in its charter)				Carnival plc (Exact name of registrant as specified in its charter)
Republic of Panama (State or other jurisdiction of incorporation or organization)				England and Wales (State or other jurisdiction of incorporation or organization)

59-1562976 (I.R.S. Employer Identification No.)				98-0357772 (I.R.S. Employer Identification No.)

3655 N.W. 87th Avenue Miami, Florida 33178-2428 (Address of principal executive offices) (Zip Code)				Carnival House, 5 Gainsford Street, London SE1 2NE, United Kingdom (Address of principal executive offices) (Zip Code)

(305) 599-2600 (Registrant’s telephone number, including area code)				011 44 20 7940 5381 (Registrant’s telephone number, including area code)

None (Former name, former address and former fiscal year, if changed since last report)				None (Former name, former address and former fiscal year, if 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 þ No ¨

Indicate by check mark whether the registrants have submitted electronically and posted on its corporate Web sites, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large Accelerated filers þ		Accelerated filers ¨
Non-Accelerated filers ¨		Smaller reporting company ¨

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

At June 25, 2009, Carnival

Corporation had outstanding

625,944,289 shares of Common

Stock, $.01 par value.

At June 25, 2009, Carnival plc had

outstanding 213,377,973 Ordinary Shares

$1.66 par value, one Special Voting

Share, GBP 1.00 par value and 625,944,289

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)


	Three Months Ended May 31,						Six Months Ended May 31,
	2009			2008			2009			2008
Revenues
Cruise
Passenger tickets	$	2,242		$	2,588		$	4,461		$	5,026
Onboard and other		673			743			1,307			1,445
Other		33			47			44			59

		2,948			3,378			5,812			6,530

Costs and Expenses
Operating
Cruise
Commissions, transportation and other		440			525			954			1,083
Onboard and other		110			121			214			246
Payroll and related		366			365			718			725
Fuel		243			425			451			817
Food		203			210			401			417
Other ship operating		488			469			946			923
Other		35			44			51			62

Total		1,885			2,159			3,735			4,273
Selling and administrative		393			425			785			850
Depreciation and amortization		317			312			628			613

		2,595			2,896			5,148			5,736

Operating Income		353			482			664			794

Nonoperating (Expense) Income
Interest income		2			12			6			22
Interest expense, net of capitalized interest		(90	)		(102	)		(186	)		(200	)
Other income, net		5			4			24			6

		(83	)		(86	)		(156	)		(172	)

Income Before Income Taxes		270			396			508			622
Income Tax (Expense) Benefit, Net		(6	)		(6	)		16			4

Net Income	$	264		$	390		$	524		$	626

Earnings Per Share
Basic	$	0.34		$	0.50		$	0.67		$	0.80

Diluted	$	0.33		$	0.49		$	0.66		$	0.78

Dividends Declared Per Share				$	0.40					$	0.80

The accompanying notes are an integral part of these consolidated financial statements.

CARNIVAL CORPORATION & PLC

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions, except par values)


	May 31, 2009			November 30, 2008			May 31, 2008
ASSETS
Current Assets
Cash and cash equivalents	$	485		$	650		$	988
Trade and other receivables, net		424			418			542
Inventories		308			315			349
Prepaid expenses and other		317			267			300

Total current assets		1,534			1,650			2,179

Property and Equipment, Net		28,663			26,457			27,666
Goodwill		3,388			3,266			3,614
Trademarks		1,328			1,294			1,393
Other Assets		632			733			620

	$	35,545		$	33,400		$	35,472

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term borrowings	$	161		$	256		$	145
Current portion of long-term debt		1,525			1,081			1,386
Convertible debt subject to current put options		276			271			230
Accounts payable		543			512			454
Accrued liabilities and other		810			1,142			1,269
Customer deposits		2,852			2,519			3,605

Total current liabilities		6,167			5,781			7,089

Long-Term Debt		8,317			7,735			7,689
Other Long-Term Liabilities and Deferred Income		676			786			764
Contingencies (Note 3)
Shareholders’ Equity
Common stock of Carnival Corporation; $0.01 par value; 1,960 shares authorized; 644 shares at 2009 and 643 shares at 2008 issued		6			6			6
Ordinary shares of Carnival plc; $1.66 par value; 226 shares authorized; 213 shares at 2009 and 2008 issued		354			354			354
Additional paid-in capital		7,699			7,677			7,653
Retained earnings		14,504			13,980			12,907
Accumulated other comprehensive income (loss)		107			(623	)		1,306
Treasury stock; 18 shares at 2009 and 19 shares at 2008 of Carnival Corporation and 52 shares at 2009 and November 2008 and 51 shares at May 2008 of Carnival plc, at cost		(2,285	)		(2,296	)		(2,296	)

Total shareholders’ equity		20,385			19,098			19,930

	$	35,545		$	33,400		$	35,472

The accompanying notes are an integral part of these consolidated financial statements.

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in millions)


	Six Months Ended May 31,
	2009			2008
OPERATING ACTIVITIES
Net income	$	524		$	626
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		628			613
Share-based compensation		32			30
Other		4			4
Changes in operating assets and liabilities
Receivables		12			(116	)
Inventories		17			(16	)
Prepaid expenses and other		(22	)		(66	)
Accounts payable		11			(111	)
Accrued liabilities and other		(35	)		40
Customer deposits		270			811

Net cash provided by operating activities		1,441			1,815

INVESTING ACTIVITIES
Purchases of property and equipment		(1,956	)		(1,593	)
Other, net		(6	)		15

Net cash used in investing activities		(1,962	)		(1,578	)

FINANCING ACTIVITIES
Proceeds from revolving credit facility		2,369			3,150
Principal repayments of revolving credit facility		(2,313	)		(2,578	)
Proceeds from issuance of other long-term debt		987			697
Principal repayments of other long-term debt		(216	)		(792	)
(Repayments of) proceeds from short-term borrowings, net		(255	)		8
Dividends paid		(314	)		(630	)
Proceeds from settlement of foreign currency swaps		113
Purchases of treasury stock		(9	)		(84	)
Other, net		(28	)		5

Net cash provided by (used in) financing activities		334			(224	)

Effect of exchange rate changes on cash and cash equivalents		22			32

Net (decrease) increase in cash and cash equivalents		(165	)		45
Cash and cash equivalents at beginning of period		650			943

Cash and cash equivalents at end of period	$	485		$	988

The accompanying notes are an integral part of these consolidated financial statements.

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. The two companies operate as if they are a single economic enterprise, but each has retained its separate legal identity.

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, 2009 and 2008, the consolidated statements of operations for the three and six months ended May 31, 2009 and 2008 and the consolidated statements of cash flows for the six months ended May 31, 2009 and 2008 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 2008 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, 2009, unsecured short-term borrowings consisted of euro and U.S. dollar-denominated bank loans of $138 million and $23 million, respectively, with an aggregate weighted-average interest rate of 1.2%.

In February 2009, we borrowed $200 million under an unsecured term loan, which bears interest at 4.5% and matures in February 2012.

In March 2009, we borrowed $301 million under an unsecured export credit facility, the proceeds of which were used to pay for a portion of AIDAluna’s purchase price. This facility bears interest at EURIBOR plus 18 basis points (“bps”) and is repayable in semi-annual installments through 2021.

In May 2009, we borrowed $486 million under an unsecured export credit facility, the proceeds of which were used to pay for a portion of Costa Pacifica’s purchase price. This facility bears interest at EURIBOR plus 160 bps and is repayable in semi-annual installments through 2019.

In May 2009, we entered into two three-year $100 million bilateral term loans, which were not funded as of May 31, 2009. Each facility bears interest at LIBOR plus 250 bps. We also entered into a two-year $150 million multi-currency bilateral revolver, which has an annual commitment fee of 31 bps.

In June 2009, Costa Crociere S.p.A, one of our Italian subsidiaries, entered into a euro-denominated term loan agreement with the European Investment Bank for $778 million. We anticipate drawing $283 million in each of 2009 and 2010 and the remaining $212 million is expected to be drawn in 2011. Each borrowing will be repayable in semi-annual installments over 15 years from the date of funding.

In June 2009, we borrowed $83 million under an unsecured export credit facility, the proceeds of which were used to pay for a portion of Seabourn Odyssey’s purchase price. This facility bears interest at LIBOR plus 160 bps and is repayable in semi-annual installments through 2017.

NOTE 3 – Contingencies

Litigation

The Office of the Attorney General of Florida (“Attorney General”) is conducting an investigation to determine whether there is or has been a violation of Florida antitrust laws in connection with the setting by us and other unaffiliated cruise lines of our respective fuel supplements. We are providing our full cooperation to the Attorney General’s office.

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 recoverables, 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 – Lease Out and Lease Back Type (“LILO”) Transactions

At May 31, 2009, Carnival Corporation had estimated contingent obligations totaling $574 million, excluding termination payments as discussed below, to participants in LILO transactions for two of its ships. At the inception of these leases, the aggregate of the net present value of these obligations was paid by Carnival Corporation to a group of major financial institutions, one of which includes American International Group Inc. (“AIG”), who agreed to act as payment undertakers and directly pay these obligations. Accordingly, these contingent obligations are considered extinguished, and neither the funds nor the contingent obligations have been included on our balance sheets.

In the event that Carnival Corporation were to default on its obligations and assuming performance by all other participants, we estimate that we would, as of May 31, 2009, be responsible for a termination payment of approximately $94 million. In 2017 we have the right to exercise options that would terminate these two LILO transactions at no cost to us.

In certain cases, if the credit ratings of the financial institutions who are directly paying the contingent obligations fall below AA-, then Carnival Corporation will be required to replace these financial institutions with other financial institutions whose credit ratings are at least AA or meet other specified credit requirements. In such circumstances we will incur additional costs, although we estimate that they will be immaterial to our financial statements. All of the financial institution payment undertakers subject to this AA- credit rating threshold have credit ratings of AAA. If Carnival Corporation’s credit rating, which is BBB+, falls below BBB, it will be required to provide a standby letter of credit for $65 million, or alternatively provide mortgages for this aggregate amount on these two ships.

In September 2008, the credit ratings of AIG and its subsidiaries involved in one of the above LILO transactions were downgraded from AA- to A-. As a result of this downgrade, AIG pledged collateral to support its obligations as a payment undertaker under the terms of this LILO transaction and, accordingly, AIG is no longer subject to the AA- credit rating threshold discussed above.

Carnival Corporation and AIG were also parties to a third LILO transaction. In September 2008, we replaced AIG as the payment undertaker under this third LILO transaction by purchasing $80 million of U.S. Treasury strip securities with funds substantially all provided by AIG. In February 2009, Carnival and the remaining participants voluntarily unwound this LILO transaction. Accordingly, the $80 million of long-term U.S. Treasury strip securities that we held as collateral for our recorded LILO obligation were released to extinguish this obligation. As a result of the unwinding of this third LILO transaction, we recorded a $15 million nonoperating gain in February 2009, which had originally been deferred at the inception of the LILO transaction and was being amortized over the term of the LILO.

Contingent Obligations – Indemnifications

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 and 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):


	Three Months Ended May 31,					Six Months Ended May 31,
	2009		2008			2009			2008
Net income	$	264	$	390		$	524		$	626
Items included in other comprehensive income
Foreign currency translation adjustment		892		88			672			11
Changes related to cash flow derivative hedges, net		62		(3	)		61			2
Unrealized gain (loss) on marketable security				2			(3	)		(3	)

Other comprehensive loss		954		87			730			10

Total comprehensive income	$	1,218	$	477		$	1,254		$	636

NOTE 5 – Segment Information

Our cruise segment includes all 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):


	Three Months Ended May 31,
	Revenues			Operating expenses			Selling and admin- istrative		Depreciation and amortization		Operating income (loss)
2009
Cruise	$	2,915		$	1,850		$	386	$	308	$	371
Other		48			50			7		9		(18	)
Intersegment elimination		(15	)		(15	)

	$	2,948		$	1,885		$	393	$	317	$	353

2008
Cruise	$	3,331		$	2,115		$	416	$	303	$	497
Other		65			62			9		9		(15	)
Intersegment elimination		(18	)		(18	)

	$	3,378		$	2,159		$	425	$	312	$	482


	Six Months Ended May 31,
	Revenues			Operating expenses			Selling and admin- istrative		Depreciation and amortization		Operating income (loss)
2009
Cruise	$	5,768		$	3,684		$	770	$	610	$	704
Other		61			68			15		18		(40	)
Intersegment elimination		(17	)		(17	)

	$	5,812		$	3,735		$	785	$	628	$	664

2008
Cruise	$	6,471		$	4,211		$	833	$	595	$	832
Other		79			82			17		18		(38	)
Intersegment elimination		(20	)		(20	)

	$	6,530		$	4,273		$	850	$	613	$	794

NOTE 6 – Earnings Per Share

Our basic and diluted earnings per share were computed as follows (in millions, except per share data):


	Three Months Ended May 31,				Six Months Ended May 31,
	2009		2008		2009		2008
Net income	$	264	$	390	$	524	$	626
Interest on dilutive convertible notes		3		9		6		17

Net income for diluted earnings per share	$	267	$	399	$	530	$	643

Weighted-average common and ordinary shares outstanding		787		786		787		786
Dilutive effect of convertible notes		15		31		15		31
Dilutive effect of stock plans		2		2		2		2

Diluted weighted-average shares outstanding		804		819		804		819

Basic earnings per share	$	0.34	$	0.50	$	0.67	$	0.80

Diluted earnings per share	$	0.33	$	0.49	$	0.66	$	0.78

Options to purchase 14.8 million (12.0 million in 2008) shares for both the three and six months ended May 31, 2009 were excluded from our diluted earnings per share computations since the effect of including them was anti-dilutive. In addition, 5.1 million shares of Carnival Corporation that were contingently issuable under the features of its 1.75% convertible notes were also excluded from both the three and six months ended May 31, 2009 diluted earnings per share computations since the effect of including them was also anti-dilutive.

NOTE 7 – Fair Value Measurements, Derivative Instruments and Hedging Activities

Fair Value Measurements

The estimated fair value and basis of valuation of our financial assets and financial liabilities that are required to be measured at fair value on a recurring basis were as follows (in millions):


	Fair Value Measurements on a Recurring Basis
	May 31, 2009					November 30, 2008
Financial Instruments	Level 1(a)		Level 2(b)			Level 1(a)		Level 2(b)
Cash equivalents(c)	$	219				$	305
Marketable securities held in rabbi trusts(d)	$	102	$	20		$	92	$	21
Derivatives:
Ship foreign currency forwards and options(e)			$	63				$	(20	)
Net investment hedges(f)			$	(16	)			$	13
Debt related currency swaps(g)								$	104
Interest rate swaps(h)			$	5				$	5

(a)	Level 1 measurements are based on inputs from quoted prices for identical assets in active markets.

(b)	Level 2 measurements are based on inputs from quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability.

(c)	Cash equivalents are comprised of money market funds.

(d)	Marketable securities held in rabbi trusts are comprised primarily of mutual funds invested in common stocks, bonds and other investments.

(e)

At May 31, 2009 and November 30, 2008, we have foreign currency forwards and options totaling $1.1 billion that are designated as foreign currency cash flow hedges for two of our euro-denominated shipbuilding contracts. In addition, at May 31, 2009 we have a foreign currency forward for $216 million that is designated as a foreign currency fair value hedge of another euro shipbuilding contract. These foreign currency forwards mature in 2009 and the options mature through 2010.

(f)

At May 31, 2009 and November 30, 2008, we have foreign currency forwards totaling $295 million and $284 million, respectively, that are designated as hedges of our net investments in foreign subsidiaries, which have a euro-denominated functional currency. These foreign currency forwards mature through 2017 and were entered into to effectively convert U.S. dollar-denominated debt into euro debt.

(g)

At November 30, 2008, we also had designated foreign currency cash flow swaps that effectively converted $398 million of U.S. dollar fixed interest rate debt into sterling fixed interest rate debt. The changes in fair value are included as a component of accumulated other comprehensive income (“AOCI”). In December 2008, we settled these foreign currency swaps and thus re-aligned the debt with the parent company’s U.S. dollar functional currency.

(h)

We have an interest rate swap designated as a fair value hedge whereby we receive fixed interest rate payments in exchange for making variable interest rate payments. At May 31, 2009 and November 30, 2008, this interest rate swap agreement effectively changed $96 million of fixed rate debt to LIBOR-based floating rate debt. This interest rate swap matures through 2010.

In February 2008, the Financial Accounting Standards Board (“FASB”) issued a statement that provided a one year deferral for application of the new fair value measurement principles for nonfinancial assets and liabilities. Accordingly, for nonfinancial assets and liabilities the new fair value measurement principles became effective for us as of December 1, 2008, and may impact the determination of our goodwill, trademarks and other long-lived assets’ fair values, when or if we have to perform impairment reviews.

Derivative Instruments and Hedging Activities

In March 2008, the FASB issued a statement which requires entities to provide greater transparency in interim and annual financial statements about how and why the entity uses derivative instruments, how the instruments and related hedged items are accounted for, and how the instruments and related hedged items affect the financial position, results of operations, and cash flows of the entity. We adopted this new statement effective December 1, 2008.

We utilize derivative and nonderivative financial instruments, such as foreign currency forwards, options and swaps, foreign currency debt obligations and foreign currency cash balances, to manage our exposure to fluctuations in foreign currency exchange rates, and interest rate swaps to manage our interest rate exposure in order to achieve a desired proportion of variable and fixed rate debt. Our policy is to not use any financial instruments for trading or other speculative purposes.

All derivatives are recorded at fair value, and the changes in fair value are immediately included in earnings if the derivatives do not qualify as effective hedges. If a derivative is designated as a fair value hedge, then changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is designated as a cash flow hedge, then the effective portion of the changes in the fair value of the derivative are recognized as a component of AOCI until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring. If a derivative or a nonderivative financial instrument is designated as a hedge of our net investment in a foreign subsidiary, then changes in the fair value of the financial instrument are recognized as a component of AOCI to offset a portion of the change in the translated value of the net investment being hedged, until the investment is sold or liquidated. We formally document hedging relationships for all derivative and nonderivative hedges and the underlying hedged items, as well as our risk management objectives and strategies for undertaking the hedge transactions.

We classify the fair value of all our derivative contracts and the fair value of our hedged firm commitments as either current or long-term, which are included in prepaid expenses and other assets and accrued and other liabilities, depending on whether the maturity date of the derivative contract is within or beyond one year from the balance sheet date. The cash flows from derivatives treated as hedges are classified in our Consolidated Statements of Cash Flows in the same category as the item being hedged.

The new FASB statement requires tabular disclosures of the impact that derivatives instruments and hedging activities have on our financial statements. We have not provided these disclosures because the amounts as of and for the three and six months ended May 31, 2009 are not significant. In addition, there are no amounts excluded from the assessment of hedge effectiveness and there are no credit risk related contingent features in our derivative agreements. Finally, the amount of estimated cash flow hedges’ unrealized net gains or losses which are expected to be reclassified to earnings in the next twelve months is not significant.

Foreign Currency Exchange Rate Risk

Operational and Investment Currency Risk

We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating and financing activities, including netting certain exposures to take advantage of any natural offsets and, when considered appropriate, through the use of derivative and nonderivative financial instruments. Our focus is to manage the economic risks faced by our operations, which are the real foreign currency exchange risks that would ultimately be realized by us if we exchanged one currency for another, and not the accounting risks. The financial impacts of these hedging instruments are generally offset by corresponding changes in the underlying exposures being hedged.

We consider our investments in foreign subsidiaries to be denominated in relatively stable currencies and of a long-term nature. We partially address our net investment currency exposures by denominating a portion of our debt, including the effect of foreign

currency forwards and swaps, in our subsidiaries’ functional currencies (generally the euro or sterling). As of May 31, 2009 and November 30, 2008, we have designated $1.4 billion and $1.6 billion of our euro debt and $358 million and $343 million of our sterling debt and other obligations, respectively, which mature through 2019, as nonderivative hedges of our net investments in foreign subsidiaries. Accordingly, we have included $54 million and $319 million of cumulative foreign currency transaction gains in the cumulative translation adjustment component of AOCI at May 31, 2009 and November 30, 2008, respectively.

Newbuild Currency Risk

The majority of our newbuild capacity on order is for our European brands for which we do not have significant currency risk because all our ships are contracted for in euros, which is the functional currency of these brands. However, our U.S. dollar and sterling functional currency brands have foreign currency exchange rate risks related to our outstanding or possible future commitments under ship construction contracts denominated in euros. These foreign currency commitments are affected by fluctuations in the value of the functional currency as compared to the currency in which the shipbuilding contract is denominated. We use foreign currency contracts and have used nonderivative financial instruments to manage foreign currency exchange rate risk for some of our ship construction contracts.

Our decisions regarding whether or not to hedge a given ship commitment for our North American and UK brands are made on a case-by-case basis, taking into consideration the amount and duration of the exposure, market volatility, exchange rate correlation, economic trends and other offsetting risks.

Interest Rate Risks

We manage our exposure to fluctuations in interest rates through our investment and debt portfolio management strategies. These strategies include purchasing high quality short-term investments with variable interest rates, and evaluating our debt portfolio to make periodic adjustments to the mix of variable and fixed rate debt through the use of interest rate swaps and the issuance of new debt.

NOTE 8 – Shareholders’ Equity

In February 2009, we issued 450,000 shares of Carnival Corporation common stock for $10 million of net proceeds, substantially all of which was used to fund the repurchase of 450,000 shares of Carnival plc ordinary shares. In this offering, we issued Carnival Corporation common stock in the U.S., only to the extent we were able to purchase shares of Carnival plc in the UK on at least an equivalent basis, with the remaining proceeds used for general corporate purposes.

NOTE 9 – Acquisition of Minority Interest

In May 2009, we entered into an agreement to purchase the remaining 25% minority interest in Ibero Cruises, our 75% owned Spanish cruise line, for a euro-denominated payment of $33 million. This acquisition is pending approval of the Spanish regulatory authority.

NOTE 10 – Recent Accounting Pronouncement

In May 2008, the FASB issued a staff position that requires the issuer of certain convertible debt instruments that may be settled in cash, or other assets, on conversion to separately account for the debt and equity components in a manner that reflects the issuer’s non-convertible debt borrowing rate. This statement will be adopted by us in the first quarter of fiscal 2010 on a retrospective basis. We believe that the impact of adopting this statement will not have a material effect on previously reported diluted earnings per share, however, our net income will be reduced. We are still in the process of determining the amount of such reductions.

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, estimates or projections 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, outlooks, 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,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “forecast,” “future,” “intend,” “plan,” “estimate” and similar expressions of future intent or the negative of such terms.

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, among other things, the forecasting of our earnings per share, net revenue yields, booking levels, pricing, occupancy, operating, financing and/or tax costs, fuel expenses, costs per available lower berth day (“ALBD”), estimates of ship depreciable lives and residual values, liquidity, goodwill and trademark fair values, outlook or business prospects. These factors include, but are not limited to, the following:

–

general economic and business conditions, including fuel price increases, high unemployment rates, and declines in the securities, real estate and other markets, and perceptions of these conditions may adversely impact the levels of our potential vacationers’ discretionary income and net worth and this group’s confidence in their country’s economy;

–

fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against the euro and sterling;

–

the international political climate, armed conflicts, terrorist and pirate attacks and threats thereof, and other world events affecting the safety and security of travel;

–

conditions in the cruise and land-based vacation industries, including competition from other cruise ship operators and providers of other vacation alternatives and overcapacity offered by cruise ship and land-based vacation alternatives;

–

accidents, the spread of contagious diseases, adverse weather conditions or natural disasters, such as hurricanes and earthquakes, and other incidents (including, but not limited to, ship fires and machinery and equipment failures or improper operation thereof), which could cause, among other things, individual or multiple port closures, injury, death, alteration of cruise itineraries or cancellation of a cruise or series of cruises or tours;

–

adverse publicity concerning the cruise industry in general, or us in particular;

–

lack of acceptance of new itineraries, products and services by our guests;

–

changing consumer preferences;

–

changes in and compliance with laws and regulations relating to employment, environmental, health, safety, security, tax and other regulatory regimes under which we operate;

–

increases in global fuel demand and pricing, fuel supply disruptions and/or other events on our fuel and other expenses, liquidity and credit ratings;

–

increases in our future fuel expenses from implementing approved International Maritime Organization regulations, which require the use of higher priced low sulfur fuels in certain cruising areas;

–

changes in operating and financing costs, including changes in interest rates, food, insurance, payroll and security costs;

–

our ability to implement our shipbuilding programs and ship maintenance, repairs and refurbishments, including ordering additional ships for our 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;

–

whether our future operating cash flow will be sufficient to fund future obligations and whether we will be able to obtain financing, if necessary, in sufficient amounts and 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, air service providers and cruise shipyards and their subcontractors;

–

availability and pricing of air travel services, especially as a result of significant increases in air travel costs;

–

changes in the global credit markets on our counterparty risks, including those associated with our cash equivalents, committed financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees;

–

our decisions to self-insure against various risks or our inability to obtain insurance for certain risks at reasonable rates;

–

disruptions and other damages to our information technology networks;

–

lack of continued availability of attractive, convenient and safe port destinations; and

–

risks associated with the DLC structure, including the uncertainty of its tax status.

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.

Outlook for the Remainder of Fiscal 2009

As of June 18, 2009, we said that we expected our diluted earnings per share for the third quarter and full year of 2009 would be in the range of $1.15 to $1.19 and $2.00 to $2.10, respectively. Our guidance was based on fuel prices per metric ton of $406 and $353 for the third quarter and full year of 2009, respectively. In addition, this guidance was also based on currency exchange rates of $1.39 to the euro and $1.61 to sterling for the third quarter and $1.37 to the euro and $1.54 to sterling for the full year of 2009.

The above forward-looking statements involve risks and uncertainties. Various factors could cause our actual results to differ materially from those expressed above including, but not limited to, economic conditions, foreign currency exchange rates, fuel expenses, weather, regulatory changes, geopolitical and other factors that could impact consumer demand or costs and expenses. You should read the above forward-looking statement together with the discussion of these and other risks under “Cautionary Note Concerning Factors That May Affect Future Results.”

Critical Accounting Estimates

Impairment reviews of our ships and goodwill and trademarks, which have been allocated to our cruise line reporting units, require us to make significant estimates to determine the fair values of these assets or reporting units. The determination of these fair values includes numerous uncertainties.

Since early November 2008, our stock market capitalization has been lower than our shareholders’ equity or book value for a significant period of time. However, our brands have continued to generate substantial cash flow from their operations, and we expect that they will continue to do so for the remainder of 2009 and in future years. Furthermore, given the relatively small difference between our stock price and our book value per share, we believe that a reasonable potential buyer would offer a control premium for our business franchise that would adequately cover the difference between our trading prices and our book value. Accordingly, we do not believe there have been any events or circumstances that would require us to perform interim goodwill and/or trademark impairment reviews.

However, due to the ongoing uncertainty in market conditions, which may negatively impact the performance of our reporting units, we will continue to monitor and evaluate the carrying values of our goodwill and trademarks. If market and economic conditions or our units’ business performance deteriorates significantly then we would perform interim impairment reviews. Any such impairment reviews could result in recognition of a goodwill and/or trademark impairment charge in 2009 or thereafter. We will be performing our 2009 annual goodwill and trademark impairment reviews as of July 31, 2009.

For a further 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 2008 joint Annual Report on Form 10-K.

Seasonality and Expected Capacity Growth

Our revenues from the sale of passenger tickets are seasonal. Historically, demand for cruises has been greatest during our third fiscal 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. In addition, 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.

The year-over-year percentage increase in our ALBD capacity for the third and fourth quarters of 2009 is currently expected to be 5.5% and 7.6%, respectively. Our annual ALBD capacity increase for fiscal 2009, 2010, 2011 and 2012 is currently expected to be 5.4%, 7.2%, 5.8% and 3.9%, respectively. The above percentage increases result primarily from new ships entering service and exclude any other future ship orders, acquisitions, retirements or sales.

Selected Cruise and Other Information

Selected cruise and other information was as follows:


	Three Months Ended May 31,						Six Months Ended May 31,
	2009			2008			2009			2008
Passengers carried (in thousands)		2,029			1,985			3,898			3,896

Occupancy percentage(a)		103.3	%		104.8	%		103.6	%		104.5	%

Fuel consumption (metric tons in thousands)		799			803			1,552			1,588

Fuel cost per metric ton(b)	$	304		$	530		$	291		$	514

Currency
U.S. dollar to €1	$	1.33		$	1.56		$	1.33		$	1.51

U.S. dollar to £1	$	1.48		$	1.98		$	1.47		$	1.98

(a)	In accordance with cruise industry practice, occupancy is calculated using a denominator of two passengers per cabin even though some cabins can accommodate three or more passengers. Percentages in excess of 100% indicate that on average more than two passengers occupied some cabins.

(b)	Fuel cost per metric ton is calculated by dividing the cost of our fuel by the number of metric tons consumed.

Three Months Ended May 31, 2009 (“2009”) Compared to the Three Months Ended May 31, 2008 (“2008”)

Revenues

Our total revenues decreased $430 million, or 12.7%, from $3.4 billion in 2008 to $2.9 billion in 2009. This was caused by a $611 million revenue decrease that was primarily due to the adverse impact of the economic downturn on our cruise ticket pricing and onboard and other revenues, as well as a stronger U.S. dollar against the euro and sterling compared to 2008. In addition, the U.S. Centers for Disease Control and Prevention’s (“CDC”) recommendations against non-essential travel to Mexico as a result of the H1N1 flu virus also adversely impacted our revenues because we had to alter several of our cruise ships’ itineraries. This revenue decrease was partially offset by our 5.9% capacity increase in ALBDs (see “Key Performance Non-GAAP Financial Indicators”). Our capacity increased 4.2% for our North American cruise brands and 8.0% for our European cruise brands in 2009 compared to 2008, as we continue to implement our strategy of expanding in the European cruise marketplace.

Onboard and other revenues included concessionaire revenues of $199 million in 2009 and $220 million in 2008. Onboard and other revenues decreased $70 million in 2009 compared to 2008, primarily because there was lower onboard spending for all of the major onboard revenue-producing activities, as well as the impact of the stronger U.S. dollar against the euro and sterling compared to 2008, partially offset by our 5.9% increase in ALBDs.

Costs and Expenses

Operating costs decreased $274 million, or 12.7%, from $2.2 billion in 2008 to $1.9 billion in 2009. This decrease was primarily due to $180 million of lower fuel prices, the impact of the stronger U.S. dollar against the euro and sterling, decreased commissions primarily as a result of our lower ticket revenues and lower fuel consumption as a result of our fuel saving initiatives compared to 2008. This decrease was partially offset as a result of increased capacity driven by our 5.9% increase in ALBDs and a $24 million increase in dry-dock expenses due to more ships being in dry-dock.

Selling and administration expenses decreased $32 million, or 7.5%, from $425 million in 2008 to $393 million in 2009. The decrease was primarily currency driven, and was partially offset by our 5.9% increase in ALBDs.

Depreciation and amortization expense increased $5 million, or 1.6%, from $312 million in 2008 to $317 million in 2009, primarily due to the 5.9% increase in ALBDs through the addition of new ships and additional ship improvement expenditures, partially offset by the impact of the stronger U.S. dollar against the euro and sterling.

Our total costs and expenses as a percentage of revenues increased from 85.7% in 2008 to 88.0% in 2009.

Operating Income

Our operating income decreased $129 million from $482 million in 2008 to $353 million in 2009 primarily because of the reasons discussed above.

Nonoperating (Expense) Income

Net interest expense, excluding capitalized interest, decreased $8 million to $97 million in 2009 from $105 million in 2008. On a constant dollar basis, this decrease was primarily due to a $12 million decrease in interest expense from lower average interest rates on average borrowings, partially offset by $9 million of lower interest income due to a lower average level of invested cash and lower average interest rates on invested balances. In addition, interest expense decreased by $6 million as a result of the stronger U.S. dollar against the euro and sterling compared to 2008.

Key Performance Non-GAAP Financial Indicators

ALBDs is a standard measure of passenger capacity for the period, which we use to perform rate and capacity variance analyses to determine the main non-capacity driven factors that cause our cruise revenues and expenses to vary. ALBDs assume that each cabin we offer for sale accommodates two passengers and is computed by multiplying passenger capacity by revenue-producing ship operating days in the period.

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. These measures enable us to separate the impact of predictable capacity changes from the more unpredictable rate changes that affect our business. We believe these non-GAAP measures provide a better gauge to measure our revenue and cost performance instead of the standard U.S. GAAP-based financial measures. There are no specific rules for determining our non-GAAP financial measures and, accordingly, it is possible that they may not be exactly comparable to the like-kind information presented by other cruise companies, which is a potential risk associated with using them to compare us to other cruise companies.

Net revenue yields are commonly used in the cruise industry to measure a company’s cruise segment revenue performance and for revenue management purposes. We use “net cruise revenues” rather than “gross cruise revenues” to calculate net revenue yields. 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 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, except for the impact of changing prices, once our ship capacity levels have been determined.

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. We exclude the same variable costs that are included in the calculation of net cruise revenues to calculate net cruise costs 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 decreases in reported U.S. dollar revenues and expenses if the U.S. dollar strengthens against these foreign currencies, and increases in reported U.S. dollar revenues and expenses if the U.S. dollar weakens against these foreign currencies. Accordingly, we also monitor and report 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 since it facilitates a comparative view of the growth of our business in a fluctuating currency exchange rate environment.

Gross and net revenue yields were computed by dividing the gross or net revenues, without rounding, by ALBDs as follows:


	Three Months Ended May 31,
	2009			2009 Constant Dollar			2008
	(in millions, except ALBDs and yields)
Cruise revenues
Passenger tickets	$	2,242		$	2,461		$	2,588
Onboard and other		673			718			743

Gross cruise revenues		2,915			3,179			3,331
Less cruise costs
Commissions, transportation and other		(440	)		(495	)		(525	)
Onboard and other		(110	)		(120	)		(121	)

Net cruise revenues	$	2,365		$	2,564		$	2,685

ALBDs		15,329,812			15,329,812			14,480,881

Gross revenue yields	$	190.19		$	207.36		$	230.04

Net revenue yields	$	154.24		$	167.22		$	185.45

Gross and net cruise costs per ALBD were computed by dividing the gross or net cruise costs, without rounding, by ALBDs as follows:


	Three Months Ended May 31,
	2009			2009 Constant Dollar			2008
	(in millions, except ALBDs and costs per ALBD)
Cruise operating expenses	$	1,850		$	2,001		$	2,115
Cruise selling and administrative expenses		386			418			416

Gross cruise costs		2,236			2,419			2,531
Less cruise costs included in net cruise revenues
Commissions, transportation and other		(440	)		(495	)		(525	)
Onboard and other		(110	)		(120	)		(121	)

Net cruise costs	$	1,686		$	1,804		$	1,885

ALBDs		15,329,812			15,329,812			14,480,881

Gross cruise costs per ALBD	$	145.90		$	157.81		$	174.79

Net cruise costs per ALBD	$	109.95		$	117.68		$	130.20

Net cruise revenues decreased $320 million, or 11.9%, to $2.4 billion in 2009 from $2.7 billion in 2008. This was caused by a $478 million, or 16.8%, decrease in net revenue yields in 2009 compared to 2008 (gross revenue yields decreased by 17.3%). This decrease was partially offset by a 5.9% increase in ALBDs between 2009 and 2008 that accounted for $158 million. The net revenue yield decrease in 2009 was primarily due to the adverse impact of the economic downturn on our cruise ticket pricing and onboard and other revenues, as well as the impact of a stronger U.S. dollar against the euro and sterling compared to 2008. In addition, the CDC’s recommendations against non-essential travel to Mexico as a result of the H1N1 flu virus also adversely impacted our net revenue yields as previously discussed. Net revenue yields as measured on a constant dollar basis decreased 9.8% in 2009 compared to 2008, which was comprised of a 10.0% decrease in passenger ticket yields and a 9.4% decrease in onboard and other revenue yields. Gross cruise revenues decreased $416 million, or 12.5%, to $2.9 billion in 2009 from $3.3 billion in 2008 for largely the same reasons as discussed above for net cruise revenues.

Net cruise costs decreased $199 million, or 10.6%, to $1.7 billion in 2009 from $1.9 billion in 2008. This was caused by a $310 million decrease in net cruise costs per ALBD, which decreased 15.6% in 2009 compared to 2008 (gross cruise costs per ALBD decreased 16.5%). This decrease was partially offset by the 5.9% increase in ALBDs between 2009 and 2008 that accounted for $111 million. The 15.6% decrease in net cruise costs per ALBD was primarily the result of a 43% decrease in fuel price to $304 per metric ton in 2009, which resulted in a decrease in fuel expense of $180 million, the stronger U.S. dollar against the euro and sterling and $27 million of fuel consumption savings compared to 2008. Net cruise costs per ALBD as measured on a constant dollar basis decreased 9.6% in 2009 compared to 2008. On a constant dollar basis, net cruise costs per ALBD excluding fuel increased 1.0% compared to 2008 primarily due to the $24 million increase in dry-docking expenses. Gross cruise costs decreased $295 million, or 11.7%, in 2009 to $2.2 billion from $2.5 billion in 2008 for largely the same reasons as discussed above for net cruise costs.

Six Months Ended May 31, 2009 (“2009”) Compared to the Six Months Ended May 31, 2008 (“2008”)

Revenues

Our total revenues decreased $718 million, or 11.0%, from $6.5 billion in 2008 to $5.8 billion in 2009. This was caused by a $969 million revenue decrease that was primarily due to the adverse impact of the economic downturn on our cruise ticket pricing and onboard and other revenues, as well as the impact of a stronger U.S. dollar against the euro and sterling compared to 2008. This revenue decrease was partially offset by our 4.1% capacity increase in ALBDs (see “Key Performance Non-GAAP Financial Indicators”). Our capacity increased 3.1% for our North American cruise brands and 7.1% for our European cruise brands in 2009 compared to 2008, as we continue to implement our strategy of expanding in the European cruise marketplace.

Onboard and other revenues included concessionaire revenues of $375 million in 2009 and $406 million in 2008. Onboard and other revenues decreased $138 million in 2009 compared to 2008, primarily because there was lower onboard spending for all of the major onboard revenue-producing activities, as well as the impact of the stronger U.S. dollar against the euro and sterling compared to 2008, partially offset by our 4.1% increase in ALBDs.

Costs and Expenses

Operating costs decreased $538 million, or 12.6%, from $4.3 billion in 2008 to $3.7 billion in 2009. This decrease was primarily due to $347 million of lower fuel prices, the impact of the stronger U.S. dollar against the euro and sterling and decreased commissions primarily as a result of our lower ticket revenues and lower fuel consumption as a result of fuel saving initiatives compared to 2008. This decrease was partially offset as a result of increased capacity driven by our 4.1% increase in ALBDs and a $50 million increase in dry-dock expenses.

Selling and administration expenses decreased $65 million, or 7.6%, from $850 million in 2008 to $785 million in 2009. The decrease was primarily currency driven, and was partially offset by our 4.1% increase in ALBDs.

Depreciation and amortization expense increased $15 million, or 2.4%, from $613 million in 2008 to $628 million in 2009, primarily due to the 4.1% increase in ALBDs through the addition of new ships and additional ship improvement expenditures, partially offset by the currency impact.

Our total costs and expenses as a percentage of revenues increased from 87.8% in 2008 to 88.6% in 2009.

Operating Income

Our operating income decreased $130 million from $794 million in 2008 to $664 million in 2009 primarily because of the reasons discussed above.

Nonoperating (Expense) Income

Net interest expense, excluding capitalized interest, decreased $7 million to $199 million in 2009 from $206 million in 2008. On a constant dollar basis, there was a $15 million increase in net interest expense because of lower interest income due to a lower average level of invested cash and lower average interest rates on invested balances and a $13 million increase from a higher level of average borrowings, partially offset by a $25 million decrease in interest expense from lower average interest rates on average borrowings. In addition, interest expense decreased by $10 million as a result of the stronger U.S. dollar against the euro and sterling compared to 2008.

Other income, net increased $18 million to $24 million in 2009 from $6 million in 2008, primarily because of the $15 million gain recognized upon the unwinding of one of our LILO transactions.

Income Taxes

Income tax benefit increased $12 million to $16 million in 2009 from $4 million in 2008, primarily because of the reversal of uncertain income tax position liabilities, which were no longer required. During 2009 and 2008 we have recorded tax benefits generated by the seasonal losses of our Alaska tour operation.

Key Performance Non-GAAP Financial Indicators

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,
	2009			2009 Constant Dollar			2008
	(in millions, except ALBDs and yields)
Cruise revenues
Passenger tickets	$	4,461		$	4,861		$	5,026
Onboard and other		1,307			1,384			1,445

Gross cruise revenues		5,768			6,245			6,471
Less cruise costs
Commissions, transportation and other		(954	)		(1,068	)		(1,083	)
Onboard and other		(214	)		(231	)		(246	)

Net cruise revenues	$	4,600		$	4,946		$	5,142

ALBDs		29,822,062			29,822,062			28,642,170

Gross revenue yields	$	193.42		$	209.42		$	225.92

Net revenue yields	$	154.25		$	165.86		$	179.52

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,
	2009			2009 Constant Dollar			2008
	(in millions, except ALBDs and costs per ALBD)
Cruise operating expenses	$	3,684		$	3,973		$	4,211
Cruise selling and administrative expenses		770			830			833

Gross cruise costs		4,454			4,803			5,044
Less cruise costs included in net cruise revenues
Commissions, transportation and other		(954	)		(1,068	)		(1,083	)
Onboard and other		(214	)		(231	)		(246	)

Net cruise costs	$	3,286		$	3,504		$	3,715

ALBDs		29,822,062			29,822,062			28,642,170

Gross cruise costs per ALBD	$	149.36		$	161.07		$	176.12

Net cruise costs per ALBD	$	110.18		$	117.51		$	129.72

Net cruise revenues decreased $542 million, or 10.5%, to $4.6 billion in 2009 from $5.1 billion in 2008. This was caused by a $754 million, or 14.1%, decrease in net revenue yields in 2009 compared to 2008 (gross revenue yields decreased by 14.4%). This decrease was partially offset by a 4.1% increase in ALBDs between 2009 and 2008 that accounted for $212 million. The net revenue yield decrease in 2009 was primarily due to the adverse impact of the economic downturn on our cruise ticket pricing and onboard and other revenues, as well as the impact of a stronger U.S. dollar against the euro and sterling compared to 2008. Net revenue yields as measured on a constant dollar basis decreased 7.6% in 2009 compared to 2008, which was comprised of a 7.6% decrease in both passenger ticket and onboard and other revenue yields. Gross cruise revenues decreased $703 million, or 10.9%, to $5.8 billion in 2009 from $6.5 billion in 2008 for largely the same reasons as discussed above for net cruise revenues.

Net cruise costs decreased $429 million, or 11.5%, to $3.3 billion in 2009 from $3.7 billion in 2008. This was caused by a $583 million decrease in net cruise costs per ALBD, which decreased 15.1% in 2009 compared to 2008 (gross cruise costs per ALBD decreased 15.2%). This decrease was partially offset by the 4.1% increase in ALBDs between 2009 and 2008 that accounted for $154 million. The 15.1% decrease in net cruise costs per ALBD was primarily the result of a 43% decrease in fuel price to $291 per metric ton in 2009, which resulted in a decrease in fuel expense of $347 million compared to 2008, the stronger U.S. dollar against the euro and sterling and $53 million of fuel consumption savings compared to 2008. Net cruise costs per ALBD as measured on a constant dollar basis decreased 9.4% in 2009 compared to 2008. On a constant dollar basis, net cruise costs per ALBD excluding fuel increased 1.2% compared to 2008 primarily due to the increase in dry-docking expenses. Gross cruise costs decreased $590 million, or 11.7%, in 2009 to $4.5 billion from $5.0 billion in 2008 for largely the same reasons as discussed above for net cruise costs.

Liquidity and Capital Resources

As discussed under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2008 joint Annual Report on Form 10-K, we believe preserving cash and liquidity at this time is a prudent step which will strengthen our balance sheet and enhance our financial flexibility. Accordingly in October 2008, the Board of Directors voted to suspend our quarterly dividend beginning March 2009. We intend to maintain the dividend suspension throughout 2009, but will re-evaluate our dividend policy based on circumstances prevailing during the remainder of the year. Our cash from operations and committed financing facilities for 2009 along with our available cash and cash equivalent balances are forecasted to be sufficient to fund our expected 2009 cash requirements. Therefore, we do not believe we will be required to obtain additional new debt during the

remainder of 2009; however, we may choose to do so opportunistically in order to meet our expected 2010 liquidity needs. Our immediate objective is to ensure we have sufficient liquidity available with a high degree of certainty throughout 2009 despite current market conditions.

Our overall strategy is to maintain an acceptable level of liquidity with our available cash and cash equivalents and committed credit facilities for immediate and future liquidity needs, and a reasonable debt maturity profile that is spread out over a number of years. To date, although our costs of borrowing have increased in certain cases and the availability of funding is not as widespread as it has been in the past, we continue to successfully put in place committed credit facilities at attractive interest rates. Since the start of the year we have completed more than $2.8 billion in financing, thus improving our liquidity to the levels discussed below.

Given the decision by our Board of Directors to suspend the quarterly dividend and our current financial position, we do not expect that the current state of the financial markets will have a significant adverse impact on our ability to maintain an acceptable level of liquidity during the remainder of 2009 and throughout 2010.

Sources and Uses of Cash

Our business provided $1.4 billion of net cash from operations during the six months ended May 31, 2009, a decrease of $374 million, or 20.6%, compared to fiscal 2008. This decrease was primarily driven by a $541 million period-over-period decrease in the change in our customer deposit balances between the year-end and the end of the second quarter, partially offset by changes in other working capital expenditures. The decrease in customer deposits resulted primarily from guests booking cruises and paying their deposits closer to the sailing dates and cruises being purchased for lower ticket prices compared to the comparable prior period when guests booked their cruises and paid their deposits further in advance of the sailing dates and cruises were purchased for higher ticket prices.

At May 31, 2009 and 2008, we had working capital deficits of $4.6 billion and $4.9 billion, respectively. Our May 31, 2009 deficit included $2.9 billion of customer deposits, which represent the passenger revenues we collect in advance of sailing dates and, accordingly, is substantially more of a deferred revenue item rather than an actual current cash liability. We use our long-term ship assets to realize a portion of this deferred revenue in addition to consuming current assets. In addition, our May 31, 2009 working capital deficit included $2.0 billion of current debt obligations, which included $513 million outstanding under our main revolving credit facility. This facility, substantially all of which matures in 2012, is available to provide long-term rollover financing of our current debt. After excluding customer deposits and current debt obligations from our May 31, 2009 working capital deficit balance, our non-GAAP adjusted working capital is $181 million. As explained above, our business model allows us to operate with a significant working capital deficit and, accordingly, we believe we will continue to have a working capital deficit for the foreseeable future.

During the six months ended May 31, 2009, our net expenditures for capital projects were $2.0 billion, of which $1.6 billion was spent for our ongoing new shipbuilding program, including $1.2 billion for the final delivery payments for Costa Luminosa, AIDAluna and Costa Pacifica. In addition to our new shipbuilding program, we had capital expenditures of $238 million for ship improvements and replacements and $92 million for cruise port facility developments, information technology and other assets.

During the six months ended May 31, 2009, we borrowed and repaid $2.4 billion and $2.3 billion, respectively, under our main revolving credit facility in connection with our needs for cash at various times throughout the period. In addition, during the six months ended May 31, 2009, we borrowed $987 million of new other long-term debt, primarily under our export credit financing facilities, and we repaid $216 million of other long-term debt primarily for scheduled payments under our export credit facilities. We also repaid $255 million during the six months ended May 31, 2009 under our short-term borrowing facilities. Finally, we paid cash dividends of $314 million and received $113 million upon the settlement of foreign currency swaps.

Commitments and Funding Sources

Our contractual cash obligations as of May 31, 2009 have changed compared to November 30, 2008, primarily as a result of our debt and ship progress and delivery payments as noted above.

In October 2008, the Board of Directors voted to suspend our quarterly dividend beginning March 2009. We intend to maintain the dividend suspension throughout 2009, but will re-evaluate our dividend policy based on circumstances prevailing during the remainder of the year.

At May 31, 2009, as adjusted for financing agreements entered into in June 2009, we had liquidity of $4.8 billion. Our liquidity consisted of $232 million of cash and cash equivalents, excluding cash on hand of $253 million used for current operations, $1.7 billion available for borrowing under our revolving credit facilities, $200 million of undrawn term loan facilities and $2.6 billion under a committed European Investment Bank (“EIB”) financing facility and committed export credit financing facilities. Of this $2.6 billion of committed EIB and export credit facilities, $941 million, $654 million, $620 million and $413 million is expected to be funded in 2009, 2010, 2011 and 2012, respectively. Substantially all of our revolving credit facilities mature in 2012. We rely on, and have banking relationships with, numerous banks that have credit ratings of A or above, which we believe will assist us in attempting to access multiple sources of funding in the event that some lenders are unwilling or unable to lend to us. However, we believe that our revolving credit facilities and committed ship financings will be honored as required pursuant to their contractual terms.

Substantially all of our debt agreements contain one or more financial covenants as described in Note 5 to the financial statements in our 2008 joint Annual Report on Form 10-K. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated.

As of May 31, 2009, we believe we had met all of our debt covenants. In addition, based on our forecasted operating results, financial condition and cash flows for fiscal 2009, we expect to be in compliance with our debt covenants during fiscal 2009. However, our forecasted cash flow from operations and access to the capital markets can be adversely impacted by numerous factors outside our control including, but not limited to, those noted under “Cautionary Note Concerning Factors That May Affect Future Results.”

We continue to generate substantial cash from operations and have strong investment grade credit ratings of A3 from Moody’s Investors Service and BBB+ from Standard & Poor’s Rating Services (“S&P”), which provide us with flexibility in most financial credit market environments to obtain debt, as necessary. Our S&P A- credit rating was downgraded to BBB+ and assigned a negative outlook on March 26, 2009, which reflects S&P’s continuing concerns that the weakened state of the economy and the pullback in consumer spending will pressure our ability to sustain our BBB+ credit rating. This downgrade by S&P will result in a slight increase in our future borrowing costs. In addition, a further downgrade by S&P to BBB would result in a further increase in our borrowing costs on a prospective basis, but we do not believe it would have a material adverse impact on our financial results, our ability to obtain committed credit facilities or issue debt, or our ability to refinance our current debt or secure additional debt for future cash requirements.

Based primarily on our historical results, current financial condition and forecasts, we believe that our existing liquidity and cash flow from future operations will be sufficient to fund the majority of our expected capital projects (including shipbuilding commitments), debt service requirements, convertible debt redemptions, working capital and other firm commitments over the next several years. In addition, we believe that in most financial credit market environments we will be able to secure necessary financings from financial institutions or through the offering of debt and/or equity securities in the public or private markets or take other actions to fund these remaining future cash requirements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

We previously had designated foreign currency cash flow swaps that effectively converted $398 million of U.S. dollar fixed interest rate debt into sterling fixed interest rate debt. The changes in fair value are included as a component of AOCI. In December 2008, we settled these foreign currency swaps and thus re-aligned the debt with the parent company’s U.S. dollar functional currency.

During the six months ended May 31, 2009, we entered into a foreign currency forward that is designated as a fair value hedge of the remaining Seabourn Odyssey euro-denominated shipyard payment at a rate of $1.27 to the euro, or $194 million.

At May 31, 2009, 57%, 40% and 3% (62%, 30% and 8% at November 30, 2008) of our debt was U.S. dollar, euro and sterling-denominated, respectively, including the effect of foreign currency swaps.

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, that either have, or are reasonably likely to have, a current or future material effect on our financial statements.

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 Securities Exchange Act of 1934 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 Officer have evaluated our disclosure controls and procedures and have concluded, as of May 31, 2009, that they were effective as described above.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended May 31, 2009 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Procedures and Internal Control Over Financial Reporting

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.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

As previously reported in our 2008 joint Annual Report on Form 10-K, a lawsuit was filed against Carnival Corporation and its subsidiaries and affiliates, and other non-affiliated cruise lines in the state of 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. In April 2009, the plaintiff filed an amended complaint that did not assert claims on behalf of a class. This case is not expected to have material impact; however, we will continue to vigorously defend this matter.

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. On September 19, 2007, the Boards of Directors increased the remaining $578 million general repurchase authorization back to $1 billion. The general repurchase authorization does not have an expiration date and may be discontinued by our Boards of Directors at any time.

In addition to the general repurchase authorization, in October 2008, the Boards of Directors authorized the repurchase of up to an aggregate of 19.2 million Carnival plc ordinary shares pursuant to the “Stock Swap” program described below. In addition to the Stock Swap program authorized repurchases, if we are able and choose to repurchase shares on a greater than equivalent basis under the “Stock Swap” program using the net proceeds from the stock swap, we will do so using the availability under our general repurchase authorization as described above.

At June 30, 2009, the remaining availability under the general repurchase authorization was $787 million. All Carnival plc ordinary share repurchases require annual shareholder approval. The existing shareholder approval is limited to a maximum of 21.3 million ordinary shares and is valid until the earlier of the conclusion of the Carnival plc 2010 annual general meeting, or October 14, 2010. It is not our present intention to repurchase shares of Carnival Corporation common stock and/or Carnival plc ordinary shares under the general repurchase authorization, except for repurchases resulting from our Stock Swap program described below.

“Stock Swap” Program

We plan to use the “Stock Swap” program in situations where we can obtain an economic benefit because Carnival Corporation common stock is trading at a price that is a large percentage premium or discount to the price of Carnival plc ordinary shares. In the event Carnival Corporation common stock trades at a premium to Carnival plc ordinary shares, we may elect to issue Carnival Corporation common stock in the U.S. market when and to the extent that we can complete the purchase of Carnival plc ordinary shares on at least an equivalent basis, with the remaining net proceeds, if any, used for general corporate purposes. In the event Carnival Corporation common stock trades at a discount to Carnival plc ordinary shares, Carnival Corporation or Carnival Investments Limited, a subsidiary of Carnival Corporation, may elect to sell existing Carnival plc ordinary shares they own from time to time in “at the market” transactions with the proceeds being used to repurchase Carnival Corporation common stock in the U.S. market on at least an equivalent basis, with the remaining net proceeds, if any, used for general corporate purposes.

On October 31, 2008, we entered into an agreement with Merrill Lynch, Pierce, Fenner & Smith, Incorporated (“Merrill Lynch”), as sales agent, to issue and sell up to 19.2 million Carnival Corporation shares of common stock in the U.S. market, which shares are to be sold from time to time in ordinary brokers’ transactions by Merrill Lynch (the “ATM Agreement”). The Carnival Corporation common stock has been and will be sold at market prices and the sale proceeds have been and will be used to repurchase ordinary shares of Carnival plc in the UK market in open market transactions on at least an equivalent basis, with the remaining net proceeds (economic benefit), if any, used for general corporate purposes. Any sales of Carnival Corporation shares will be registered under the Securities Act. On March 11, 2009, we filed a joint shelf registration statement with the SEC (File No. 333-157861), which became effective upon filing. 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.

Under the “Stock Swap” program, from December 1, 2008 through February 28, 2009, we sold 450,000 shares of Carnival Corporation common stock at an average price of $21.41 per share for gross proceeds of $10 million and paid Merrill Lynch and others fees of $72,000 and $77,000, respectively, for total net proceeds of $9 million. The shares sold were registered under the

Securities Act of 1933. Substantially all the proceeds of these sales were used to purchase ordinary shares of Carnival plc. The Carnival plc ordinary share repurchases were made pursuant to the Stock Swap program repurchase authorization.

Item 4.

Submission of Matters to a Vote of Security Holders.

The annual meetings of shareholders of Carnival Corporation and Carnival plc were held on April 15, 2009 (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 670,473,691 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


Resolution/Proposal	For	Against/Withheld(a)	Abstained

To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc.	636,224,333	29,820,351	4,429,008

To re-elect Ambassador Richard G. Capen, Jr. as a director of Carnival Corporation and Carnival plc.	642,565,757	24,355,896	3,552,038

To re-elect Robert H. Dickinson as a director of Carnival Corporation and Carnival plc.	639,563,732	27,353,405	3,556,555

To re-elect Arnold W. Donald as a director of Carnival Corporation and Carnival plc.	645,839,337	20,909,581	3,724,774

To re-elect Pier Luigi Foschi as a director of Carnival Corporation and Carnival plc.	655,986,902	14,189,649	297,141

To re-elect Howard S. Frank as a director of Carnival Corporation and Carnival plc.	657,499,546	10,952,497	2,021,648

To re-elect Richard J. Glasier as a director of Carnival Corporation and Carnival plc.	646,028,499	20,720,805	3,724,388

To re-elect Modesto A. Maidique as a director of Carnival Corporation and Carnival plc.	631,672,568	37,248,255	1,552,868

To re-elect Sir John Parker as a director of Carnival Corporation and Carnival plc.	658,240,298	10,209,237	2,024,157


Resolution/Proposal	For	Against/Withheld(a)	Abstained

To re-elect Peter G. Ratcliffe as a director of Carnival Corporation and Carnival plc.	639,866,129	27,154,188	3,453,375

To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc.	644,650,726	24,273,055	1,549,911

To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc.	663,012,563	7,443,085	18,044

To elect Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc.	657,095,338	6,775,883

To re-elect Uzi Zucker as a director of Carnival Corporation and Carnival plc.	654,394,507	14,526,438	1,552,747

(a)	A vote “withheld” by a shareholder of Carnival Corporation is deemed to be a vote against the resolutions electing or re-electing directors.

Other Matters


Resolution/Proposal	For	Against	Abstained/Withheld(b)	Broker Non-Votes

To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm of Carnival Corporation.	670,245,845	158,476	69,368

To authorize the Audit Committee of the Board of Directors of Carnival plc to agree the remuneration of the independent auditors of Carnival plc.	670,198,326	206,733	68,632

To receive the UK accounts and the reports of the directors and auditors of Carnival plc for the financial year ended November 30, 2008.	662,788,142	4,011,757	3,673,790

To approve the directors’ remuneration report of Carnival plc for the financial year ended November 30, 2008.	471,868,475	177,807,823	20,796,741


Resolution/Proposal	For	Against	Abstained/Withheld(b)	Broker Non-Votes

To increase the authorized but unissued share capital of Carnival plc.	666,445,077	3,907,187	121,426

The adoption of the Amended and Restated Articles of Association of Carnival plc.	650,569,313	15,785,553	4,118,823

To approve certain amendments to the articles of association of Carnival plc to take effect October 1, 2009.	665,273,829	4,614,998	584,852

To approve the giving of authority for allotment of new shares by Carnival plc.	662,653,762	7,655,333	164,596

To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc.	664,659,757	5,617,548	196,383

To approve a general authority to buy back Carnival plc ordinary shares in the open market.	669,817,366	566,185	90,139

(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.

INDEX TO EXHIBITS


			Incorporated by Reference			Filed/ Furnished Herewith
Exhibit Number		Exhibit Description	Form	Exhibit	Filing Date

Articles of incorporation and by-laws

3.1		Third Amended and Restated Articles of Incorporation of Carnival Corporation.	8-K	3.1	4/17/03

3.2		Third Amended and Restated By-laws of Carnival Corporation.	8-K	3.1	4/20/09

3.3		Articles of Association of Carnival plc.	8-K	3.3	4/20/09

3.4		Memorandum of Association of Carnival plc.	8-K	3.4	4/20/09

Material contracts

10.1	*	Carnival Corporation Amended and Restated 2001 Outside Director Stock Plan.				X

Statement regarding computations of ratios

12		Ratio of Earnings to Fixed Charges.				X

Rule 13a–14(a)/15d-14(a) Certifications

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.				X

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.				X

31.3		Certification of Senior Vice President and Chief Financial Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

31.4		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.				X


			Incorporated by Reference			Filed/ Furnished Herewith
Exhibit Number		Exhibit Description	Form	Exhibit	Filing Date	Filed/ Furnished Herewith

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.				X

31.6		Certification of Senior Vice President and Chief Financial 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 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 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.				X

32.3	**	Certification of Senior Vice President and Chief Financial 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

32.4	**	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.				X

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.				X

32.6	**	Certification of Senior Vice President and Chief Financial 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

*	Indicates a management contract or compensation plan or arrangement.

**	These items are furnished and not filed.

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 Chairman of the Board of Directors and Chief Executive Officer		Micky Arison Chairman of the Board of Directors and Chief Executive Officer

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

By:	/s/ David Bernstein	By:	/s/ David Bernstein
David Bernstein Senior Vice President and Chief Financial Officer		David Bernstein Senior Vice President and Chief Financial Officer

Date: June 30, 2009		Date: June 30, 2009

Carnival Corporation Amended and Restated 2001 Outside Director Stock Plan

EXHIBIT 10.1

CARNIVAL CORPORATION

AMENDED AND RESTATED

2001 OUTSIDE DIRECTOR STOCK PLAN

(Adopted by the Board of Directors on February 16, 2001 and approved by the shareholders on April 17, 2001, effective as of January 1, 2001, amended by the Board of Directors on October 8, 2001, July 19, 2004, January 18, 2005, October 16, 2007, January 15, 2008, December 17, 2008 and April 15, 2009)

1. Purpose.

The purpose of the Plan is to promote the interests of the Combined Group by strengthening the Combined Group’s ability to attract and retain the services of experienced and knowledgeable non-executive directors and by encouraging such directors to acquire an increased proprietary interest in the Combined Group and more closely align the interests of such directors with those of the Combined Group’s shareholders.

The Plan currently provides for granting of Restricted Stock Awards and Restricted Stock Unit Awards.

2. Definitions.

The following definitions shall be applicable throughout the Plan.

(a) “Affiliate” means (i) any entity that directly or indirectly is controlled by, controls or is under common control with the Company or Carnival plc, and (ii) to the extent provided by the Committee, any entity in which the Company or Carnival plc has a significant equity interest.

(b) “Award” means, individually or collectively, any Restricted Stock Award or Restricted Stock Unit Award.

(d) “Board” means the Board of Directors of the Company.

(e) “Carnival plc” means the entity previously known as P&O Princess Cruises plc, a public limited company incorporated under the laws of England and Wales, and any successor thereto.

(f) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

(g) “Committee” means the Compensation Committee of the Board.

(h) “Common Stock” means the common stock, par value $0.01 per share, of the Company and any stock into which such common stock may be converted or into which it may be exchanged.

(i) “Combined Group” means the Company and Carnival plc and any successor thereto.

(j) “Company” means Carnival Corporation, a corporation organized under the laws of the Republic of Panama, and any successor thereto.

(k) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Award Agreement.

(l) “Disability means a Participant’s total disability as defined below and determined in a manner consistent with Code Section 409A and the regulations thereunder:

The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

A Participant will be deemed to have suffered a Disability if determined to be totally disabled by the Social Security Administration. In addition, the Participant will be deemed to have suffered a Disability if determined to be disabled in accordance with a disability insurance program maintained by the Company, provided that the definition of disability applied under such disability insurance program complies with the requirements of Code Section 409A and the regulations thereunder.

(m) “Effective Date” means January 1, 2001.

(n) “Eligible Director” shall have the meaning assigned to it in Section 6.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(p) “Fair Market Value”, on a given date, means (i) if the Shares are listed on a national securities exchange, the average of the highest and lowest sale prices reported as having occurred on the primary exchange with which the Shares are listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Shares are not listed on any national securities exchange but is quoted in the Nasdaq National Market (“Nasdaq”) on a last sale basis, the average between the high bid price and low ask price reported on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Shares are not listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Shares accurately and computed in accordance with applicable regulations of the Internal Revenue Service.

(q) “Mature Shares” means Shares owned by a Participant which are not subject to any pledge or security interest and have either been held by the Participant for six months, previously acquired by the Participant on the open market or meet such other requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such Shares to pay the Option Price or satisfy any applicable withholding obligation in respect of an Option.

(r) “Option” means an Award granted under Section 8 prior to January 15, 2008.

(s) “Option Price” means the exercise price for an Option.

(t) “Pairing Agreement” means the Pairing Agreement, dated April 17, 2003, among the Company, The Law Debenture Trust Corporation (Cayman) Limited, as trustee of the Carnival plc Special Voting Trust, and Sun Trust Bank, as transfer agent, as it may be amended from time to time.

(u) “Participant” means each Eligible Director receiving an Award pursuant to the Plan.

(v) “Plan” means this Carnival Corporation Amended and Restated 2001 Outside Director Stock Plan.

(w) “Restricted Period” means, with respect to any Share of Restricted Stock or any Restricted Stock Unit, the period of time during which such Award is subject to restrictions set forth in Section 9 and the applicable Award Agreement.

(x) “Restricted Stock” means Shares issued or transferred to a Participant subject to forfeiture and the other restrictions set forth in Section 9 and the applicable Award Agreement.

(y) “Restricted Stock Award” means an Award of Restricted Stock granted under Section 9.

(z) “Restricted Stock Unit” means a hypothetical investment equivalent to one Share granted in connection with an Award made under Section 9.

(aa) “Restricted Stock Unit Award” means an Award of Restricted Stock Units granted under Section 9.

(bb) “Securities Act” means the Securities Act of 1933, as amended.

(cc) “Share” means the aggregate of one share of Common Stock and one Trust Share.

(dd) “Stock Option Agreement” means any agreement between the Company and a Participant who has been granted an Option pursuant to Section 8 which defines the rights and obligations of the parties thereto.

(ee) “Subsidiary” means any subsidiary of the Company as defined in Section 424(f) of the Code.

(ff) “Trust Share” has the meaning assigned to it in the Pairing Agreement.

(gg) “Vested Unit” has the meaning assigned to it in Section 9(d).

3. Effective Date, Duration and Shareholder Approval.

(a) The Plan is effective as of the Effective Date, and the Plan was approved by shareholders at a meeting held on April 17, 2001 in a manner intended to comply with the shareholder approval requirements of the New York Stock Exchange. The Plan was amended by the Board on October 8, 2001 and July 19, 2004. The Plan was amended and restated by the Board effective as of January 18, 2005, subject to shareholder approval which was obtain at a shareholders meeting held on April 13, 2005 in a manner intended to comply with the shareholder approval requirements of the New York Stock Exchange. The Plan was further amended by the Board on October 16, 2007, January 15, 2008, December 17, 2008 and April 15, 2009.

(b) The expiration date of the Plan, on and after which no Awards may be granted hereunder, shall be January 1, 2011; provided, however, that the administration of the Plan shall continue in effect until all matters relating to Awards previously granted have been settled.

4. Administration.

(a) The Plan shall be administered by the Committee. A majority of the Committee will constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all members of the Committee without a meeting, will be acts of the Committee.

(b) Subject to the express provisions of the Plan, the Committee shall have plenary authority to interpret the Plan, to prescribe, amend and rescind the rules and regulations relating to it and to make all other determinations deemed necessary and advisable for the administration of the Plan. No member of the Committee shall be liable for anything done or omitted to be done by him or by any other member of the Committee in connection with the Plan, except for his own willful misconduct or gross negligence. All decisions which are made by the Committee with respect to interpretation of the terms of the Plan and with respect to any questions or disputes arising under the Plan shall be final and binding on the Company and the participants, their heirs or beneficiaries. The Committee shall not be empowered to take any action, whether or not otherwise authorized under the Plan, which would result in any Eligible Director failing to qualify as a “disinterested person.”

5. Shares Subject to Awards.

(a) Subject to the adjustment provisions of Section 10(e), the aggregate number of Shares in respect of which Awards may be granted under the Plan shall not exceed 1,000,000.

(b) Shares shall be deemed to have been used in settlement of Awards whether or not they are actually delivered. In the event any Award shall be surrendered, terminate, expire, be forfeited or be cancelled for any reason whatsoever without the Participant having benefited therefrom, the number of Shares no longer subject thereto shall thereupon be released and shall thereafter be available for new Awards under the Plan. For purposes of the foregoing sentence, a Participant shall not be deemed to have received any “benefit” in the case of forfeited Restricted Stock Awards by reason of having enjoyed voting rights and dividend rights prior to the date of forfeiture.

(c) Shares delivered by the Company in settlement of Awards may be authorized and unissued Shares or Shares held in the treasury of the Company or purchased on the open market or by private purchase.

(d) There shall be reserved at all times for sale under the Plan a number of Shares, of either authorized and unissued Shares, Shares held in the Company’s treasury, or both, equal to the maximum number of shares in respect of which Awards may be granted under the Plan.

6. Participation in Plan. Each member of the Company’s Board of Directors who is not otherwise an employee of the Company or any Affiliate or subsidiary of the Company within the meaning of the Employee Retirement Income Security Act of 1974 (an “Eligible Director”) shall be eligible to participate in the Plan. A director who is an employee and who retires or resigns from employment with the Company and/or its Affiliates, but remains an Eligible Director of the Company, shall become eligible to participate in the Plan in accordance with Section 7, effective as of the first annual meeting of shareholders held after his termination of employment.

7. Annual Award Grants. Each Eligible Director shall receive upon initial election to office by the shareholders and thereafter annually on the date of the Company’s annual meeting of shareholders at which such Eligible Director is re-elected to office, or on any other date properly determined by the Board, an Award in an amount (or dollar value) determined by the Board in its sole discretion. An Award may be composed of Restricted Stock, Restricted Stock Units or a combination thereof, at the discretion of the Committee, which discretion shall be exercised not later than the Date of Grant of such Award. Subject to the provisions of the Plan and applicable law, the Committee shall have the power, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) determine the type or types of Awards to be granted to an Eligible Director; (ii) determine the number of Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, Awards; and (iii) determine the terms and conditions of any Award.

8. Terms of Options. The terms of this Section 8 shall apply to Options granted prior to January 15, 2008.

(a) Manner of Exercise and Form of Payment.

(i) An Option granted under the Plan shall be deemed exercised when the person entitled to exercise the Option (a) delivers written notice to the Company at its principal business office, directed to the attention of its Secretary, of the decision to exercise, specifying the number of shares with respect to which the option is exercised and the price per share designated in the Stock Option Agreement, (b) concurrently tenders to the Company full payment for the Shares to be purchased pursuant to such exercise, and (c) complies with such other reasonable requirements as the Committee establishes pursuant to Section 8 of the Plan.

(ii) Full payment for Shares purchased by the Participant shall be made at the time of any exercise, in whole or in part, of an Option, and certificates for such Shares shall be delivered to the Participant as soon thereafter as is reasonably possible. No Shares shall be transferred to the Participant until full payment therefor has been made and the Participant shall have none of the rights of a shareholder with respect to any Shares subject to an Option until a certificate for such shares shall have been issued and delivered to the Participant. Such payment shall be made in cash or by check or by money order payable to the Company, in each case payable in U.S. currency. In the Committee’s discretion, such payment may be made by delivery of Mature Shares having a Fair Market Value (determined as of the date of the Option is so exercised in whole or in part), that, when added to the value of any cash, check or money order satisfying the foregoing requirements, will equal the aggregate purchase price.

(b) Termination of Board Membership.

(i) Death or Disability. Upon a Participant’s ceasing to be a member of the Board due to death or Disability, all unvested Options shall immediately vest and become exercisable and all vested Options shall continue to be exercisable by the Participant or his estate, as applicable, until the earlier to occur of (i) the original expiration date of such Option, and (ii) one year from such cessation.

(ii) Other Termination. Except as provided in the proviso to this Section, upon a Participant’s ceasing to be a member of the Board for any reason other than death or Disability, all unvested Options shall continue to vest in accordance with their initial terms, and all vested Options shall continue to be exercisable until the original expiration date of such Option; provided, however, that if the Participant ceases to be a member of the Board prior to serving in such capacity for one year, all of such Participant’s Options shall immediately expire upon such termination.

9. Restricted Stock and Restricted Stock Units.

(a) Awards of Restricted Stock and Restricted Stock Units.

(i) Each Participant granted a Restricted Stock Award shall execute and deliver to the Company a Restricted Stock agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock including the Restricted Period set forth in Section 9(c). If the Committee determines that the Restricted Stock shall be held in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee and (B) the appropriate blank stock powers with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock powers, the Award shall be null and void. Subject to the restrictions set forth in Section 9(b) and Section 9(c), the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. At the discretion of the Committee, cash dividends and stock dividends with respect to the Restricted Stock may be either currently paid to the Participant or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee. To the extent applicable, the cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such cash dividends, stock dividends or earnings.

(ii) Upon the grant of an Award of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued and, if it so determines, deposited together with the stock powers with an escrow agent designated by the Committee. If an escrow arrangement is used, the Committee may cause the escrow agent to issue to the Participant a receipt evidencing any stock certificate held by it registered in the name of the Participant.

(iii) The terms and conditions of a grant of Restricted Stock Units shall be reflected in a written Restricted Stock Unit agreement. No Shares shall be issued at the time an Award of Restricted Stock Units is made, and the Company will not be required to set aside a fund for the payment of any such Award. At the discretion of the Committee, each Restricted Stock Unit (representing one Share) awarded to a Participant may be credited with cash and stock dividends paid by the Company in respect of one Share (“Dividend Equivalents”). As provided in each Award, Dividend Equivalents may be either currently paid to the Participant or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividend Equivalents.

(b) Restrictions; Forfeiture.

(i) Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Restricted Stock agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; and (B) the Shares shall be subject to the restrictions on transferability set forth in the applicable Restricted Stock agreement. Restricted Stock awarded to a Participant who has not been a member of the Board for at least one year at the time of such award shall be forfeited, and the applicable stock certificates returned to the Company, if the Participant ceases to be a member of the Board for any reason other than death or Disability prior to the one-year anniversary of his or her initial election to the Board. In the event of such a forfeiture, all rights of the Participant to such Restricted Stock, and as a shareholder in respect thereof, shall terminate without further obligation on the part of the Company.

(ii) Restricted Stock Units awarded to any Participant who has not been a member of the Board for at least one year at the time of such award shall be forfeited, and all rights of the Participant to in respect thereof, shall terminate without further obligation on the part of the Company if the Participant ceases to be a member of the Board for any reason other than death or Disability prior to the one-year anniversary of his or her initial election to the Board. Restricted Stock Units shall be subject to such other terms and conditions as may be set forth in the applicable Restricted Stock Unit agreement.

(iii) The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Restricted Stock Award or Restricted Stock Unit Award, such action is appropriate.

(c) Restricted Period. The Restricted Period of Restricted Stock Awards and Restricted Stock Unit Awards granted to any Participant shall commence on the Date of Grant and shall expire as to one-hundred percent (100%) of the Restricted Stock or Restricted Stock Units, as applicable, subject thereto on each of third anniversary of the Date of Grant whether or not such Participant continues to be a member of the Board; provided, however, that upon a Participant’s ceasing to be a member of the Board due to death or Disability, the Restricted Period shall expire as to one hundred percent (100%) of the Shares subject thereto.

(d) Delivery of Restricted Stock and Settlement of Restricted Stock Units.

(i) Upon the expiration of the Restricted Period with respect to any Shares covered by an Award of Restricted Stock which has not been forfeited in accordance with the second sentence of Section 9(b)(i), the restrictions set forth in this Section 9 and the Restricted Stock agreement shall be of no further force or effect with respect to shares of Restricted Stock which have not then been forfeited. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock with respect to which the Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s account with respect to such Restricted Stock and the interest thereon, if any.

(ii) Upon the expiration of the Restricted Period with respect to any Restricted Stock Units covered by a Restricted Stock Unit Award which has not been forfeited in accordance with Section 9(b)(ii), the Company shall deliver to the Participant, or his beneficiary, without charge, one Share for each Restricted Stock Unit with respect to which the Restricted Period has expired (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 9(a)(iii) hereof and the interest thereon, if any; provided, however, that, if explicitly provided in the applicable Restricted Stock Unit agreement, the Committee may, in its sole discretion, elect to pay cash or part cash and part Shares in lieu of delivering only Shares for Vested Units. If a cash payment is made in lieu of delivering Shares, the amount of such payment shall be equal to the Fair Market Value of the Shares as of the date on which the Restricted Period lapsed with respect to such Vested Unit.

(e) Stock Restrictions. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend substantially in the form of the following until the lapse of all restrictions with respect to the Shares subject to the Award as well as any other information the Company deems appropriate:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Carnival Corporation Amended and Restated 2001 Outside Director Stock Plan and a Restricted Stock Agreement, dated as of , between Carnival Corporation and . Copies of such Plan and Agreement are on file at the offices of Carnival Corporation.

Stop transfer orders shall be entered with the Company’s transfer agent and registrar against the transfer of legended securities.

10. General.

(a) Nontransferability of Awards. No Award or any right evidenced thereby shall be transferable in any manner other than by will or the laws of descent and distribution, and, during the lifetime of a Participant, only the Participant (or the Participant’s court-appointed legal representative) may exercise an Option. In the Committee’s discretion, an Award may be transferred pursuant to a “qualified domestic relations order,” as defined in section 414(p) of the Code or any similar domestic relations order enforceable in the jurisdiction in which such Participant resides.

(b) Rights of Participant. Neither the Participant nor the Participant’s executor or administrator shall have any of the rights of a shareholder of the Company with respect to the Shares subject to an Option until certificates for such Shares shall actually have been issued upon the due exercise of such Option. No adjustment shall be made for any regular cash dividend for which the record date is prior to the date of such due exercise and full payment for such Shares has been made therefor.

(c) Right To Terminate Relationship. Nothing in the Plan or in any Award shall confer upon any Participant the right to continue to serve as a director of the Company.

(d) Nonalienation of Benefits. No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. To the extent permitted by applicable law, no right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefits.

(e) Adjustment Upon Changes in Capitalization, etc.

(i) Awards granted under the Plan, any Award Agreements, and the maximum number of Shares subject to all Awards stated in Section 5(a) shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable in the event of any stock split, stock dividend, stock change, reclassification, an unpairing of the shares of Common Stock from the Trust Shares, recapitalization or combination of shares which changes the character or amount of Shares (x) in the case of Options, prior to exercise of any portion of an Option theretofore granted under the Plan, such that such option, to the extent that it shall not have been exercised, shall entitle the Participant (or the Participant’s executor or administrator) upon its exercise to receive in substitution therefor such number and kind of shares as the Participant would have been entitled to receive if the Participant had actually owned the Shares subject to such Option at the time of the occurrence of such change; provided, however, that if the change is of such a nature that the Participant, upon exercise of the Option, would receive property other than shares of stock the Committee shall make an appropriate adjustment in the Option to provide that the Participant (or the Participant’s executor or administrator) shall acquire upon exercise only shares of stock of such number and kind as the Committee, in its sole judgment, shall deem equitable; and, provided further, that any such adjustment shall be made so as to conform to the

requirements of section 424(a) of the Code; and (y) in the case of Restricted Stock and Restricted Stock Units, occurring after the Date of Grant of any such Awards.

(ii) In the event that any transaction (other than a change specified in the preceding paragraph) described in section 424(a) of the Code affects the Shares subject to any unexercised Option or subject to any Award with respect to which the Restricted Period has not expired, the Board of Directors of the surviving or acquiring corporation shall make such similar adjustment as is permissible and appropriate. If any such change or transaction shall occur, the number and kind of Shares for which Awards may thereafter be granted under the Plan shall be adjusted to give effect thereto.

(f) Purchase for Investment. Whether or not the Options and Shares covered by the Plan have been registered under the Securities Act of 1933, each person exercising an Option under the Plan may be required by the Company to give a representation in writing that such person is acquiring such Shares for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The Company will endorse any necessary legend referring to the foregoing restriction upon the certificate or certificates representing any Shares issued or transferred to the Participant upon the exercise of any Option granted under the Plan.

(g) Form of Agreements with Participants. Each Award granted pursuant to the Plan shall be in writing and shall have such form, terms and provisions, not inconsistent with the provisions of the Plan, as the Committee shall provide for such Award. Each Participant shall be notified promptly of such grant, and an Award shall be promptly executed and delivered by the Company and the Participant.

(h) Termination and Amendment of Plan and Awards.

(i) Unless the Plan shall theretofore have been terminated as hereinafter provided, Awards may be granted under the Plan at any time, and from time to time, prior to the tenth anniversary of the Effective Date, on which date the Plan will expire, except as to Awards then outstanding under the Plan. Such Awards shall remain in effect until they have been exercised, have expired or have been canceled.

(ii) The Board, without further approval of the Company’s shareholders, may terminate, modify or amend this Plan at any time and from time to time in such respects as the Board may deem advisable, subject to any shareholder or regulatory approval required by law or the New York Stock Exchange; provided, that any such amendment shall comply with the applicable requirements for exemption (to the extent necessary) under Rule 16b-3 under the Exchange Act.

(iii) No termination, modification or amendment of the Plan, without the consent of the Participant, may adversely affect the rights of such person with respect to such Award. With the consent of the Participant and subject to the terms and conditions of the Plan, the Committee may amend outstanding Award agreements with any Participant.

(iv) Notwithstanding the above, without shareholder approval, the Committee may not take any action that results in the “repricing” of any Option granted under the Plan. For purposes of this Section 10(h)(iv), a “repricing” means any of the following (or any other action that has the same effect of any of the following): (a) amending or modifying the terms of an Option after the Date of Grant in a manner that reduces the Option Price of such Option; (b) any other action that would either (A) be reportable on the Company’s proxy statement as Options which have been “repriced” (as such term is used in Item 402 of Regulation S-K promulgated under the Exchange Act) or (B) results in an Option being considered repriced under generally accepted accounting principles; or (c) canceling an Option at time when its Option Price is equal to or less than the Fair Market Value of the Shares subject to the Option, in exchange for another Option, Restricted Stock Award, Restricted Stock Unit Award, or any other equity-based award. A cancellation and exchange described in clause (c) of the preceding sentence will be considered a “repricing” regardless of whether (A) the Option, Restricted Stock Award, Restricted Stock Unit Award, or other equity-based award is delivered simultaneously with the cancellation of the Option, (B) it is reportable as a repricing in the Company’s proxy statement or under generally accepted accounting principles, or (C) the cancellation of the Option was voluntary on the part of the Participant.

(i) Government and Other Regulations. The obligation of the Company with respect to Awards granted under the Plan shall be subject to all applicable laws, rules and regulations and such approvals by any governmental agency as may be required, including, without limitation, the effectiveness of any registration statement required under the Securities Act, the rules and regulations of any securities exchange on which the Shares may be listed.

(j) Withholding. A Participant may be required to pay to a member of the Combined Group or any Affiliate, and each member of the Combined Group or any Affiliate shall have the right and is hereby authorized to withhold from any Shares or other property deliverable under any Award or from any compensation or other amounts owing to a Participant the amount (in cash, Shares or other property) of any required tax withholding in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(k) Separability. If any of the terms or provision of the Plan conflict with the requirements of Rule 16b-3 under the Exchange Act, then such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3.

(i) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Florida without regard to the principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Florida.

Ratio of Earnings to Fixed Charges

Exhibit 12

CARNIVAL CORPORATION & PLC

Ratio of Earnings to Fixed Charges

(in millions, except ratios)


	Six Months Ended May 31,
	2009			2008
Net income	$	524		$	626
Income tax benefit, net		(16	)		(4	)

Income before income taxes		508			622

Fixed charges
Interest expense, net		186			200
Interest portion of rent expense(a)		9			8
Capitalized interest		19			28

Total fixed charges		214			236

Fixed charges not affecting earnings
Capitalized interest		(19	)		(28	)

Earnings before fixed charges	$	703		$	830

Ratio of earnings to fixed charges		3.3	x		3.5	x

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

Certification of CEO of Carnival Corporation pursuant to Rule 13a-14(a)

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 30, 2009



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

Certification of COO of Carnival Corporation pursuant to Rule 13a-14(a)

Exhibit 31.2

I, Howard S. Frank, certify that:

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

(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 30, 2009



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

Certification of Senior VP and CFO of Carnival Corp pursuant to Rule 13a-14(a)

Exhibit 31.3

I, David Bernstein, certify that:

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

(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 30, 2009



By:		/s/ David Bernstein
David Bernstein Senior Vice President and Chief Financial Officer

Certification of CEO of Carnival plc pursuant to Rule 13a-14(a)

Exhibit 31.4

I, Micky Arison, certify that:

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

(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 30, 2009



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

Certification of COO of Carnival plc pursuant to Rule 13a-14(a)

Exhibit 31.5

I, Howard S. Frank, certify that:

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

(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 30, 2009



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

Certification of Senior VP and CFO of Carnival plc pursuant to Rule 13a-14(a)

Exhibit 31.6

I, David Bernstein, certify that:

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

(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 30, 2009



By:		/s/ David Bernstein
David Bernstein Senior Vice President and Chief Financial Officer

Certification of CEO of Carnival Corporation pursuant to 18 U.S.C. Section 1350

Exhibit 32.1

In connection with the Quarterly Report on Form 10-Q for the quarter ended May 31, 2009 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 30, 2009

By: /s/ Micky Arison

Micky Arison

Chairman of the Board of Directors

and Chief Executive Officer

Certification of COO of Carnival Corporation pursuant to 18 U.S.C. Section 1350

Exhibit 32.2

(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 30, 2009

By: /s/ Howard S. Frank

Howard S. Frank

Vice Chairman of the Board of Directors

and Chief Operating Officer

Certification of Sen VP and CFO of Carnival Corp pursuant to 18 USC Section 1350

Exhibit 32.3

(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 30, 2009

By: /s/ David Bernstein

David Bernstein

Senior Vice President and

Chief Financial Officer

Certification of CEO of Carnival plc pursuant to 18 U.S.C. Section 1350

Exhibit 32.4

In connection with the Quarterly Report on Form 10-Q for the quarter ended May 31, 2009 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 30, 2009

By: /s/ Micky Arison

Micky Arison

Chairman of the Board of Directors

and Chief Executive Officer

Certification of COO of Carnival plc pursuant to 18 U.S.C. Section 1350

Exhibit 32.5

(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 30, 2009

By: /s/ Howard S. Frank

Howard S. Frank

Vice Chairman of the Board of Directors

and Chief Operating Officer

Certification of Sen VP and CFO of Carnival plc pursuant to 18 USC Section 1350

Exhibit 32.6

(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 30, 2009

By: /s/ David Bernstein

David Bernstein

Senior Vice President and

Chief Financial Officer