UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2005 or

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________

Commission file number: 1-9610 Commission file number: 1-15136

Carnival Corporation Carnival plc
---------------------------- ----------------------------
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)

Republic of Panama England and Wales
------------------------------- -------------------------------
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)

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

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

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

Securities registered pursuant Securities registered pursuant
to Section 12(b) of the Act: to Section 12(b) of the Act:

Title of each class Title of each class
------------------- -------------------
Common Stock Ordinary Shares each represented
($.01 par value) by American Depositary Shares
($1.66 par value), Special
Voting Share, GBP 1.00 par value
and Trust Shares of beneficial interest
in the P&O Princess Special Voting Trust

Name of each exchange on which registered Name of each exchange on which registered
- ----------------------------------------- -----------------------------------------
New York Stock Exchange, Inc. New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrants are well-known seasoned issuers,
as defined in Rule 405 of the Securities Act. Yes|X| No |_|

Indicate by check mark if the registrants are not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

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
registrant was required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

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

Indicate by check mark whether the registrants are large accelerated
filers, accelerated filers, or non-accelerated filers. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Act). Large
Accelerated Filers |X| Accelerated Filers |_| Non-Accelerated Filers |_|

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

The aggregate market value of the voting and The aggregate market value of the voting
non-voting common equity held by non-affiliates and non-voting common equity held by non-
computed by reference to the price at which the affiliates computed by reference to the price at
common equity was last sold was $21.2 billion which the common equity was last sold was $9.4
as of the last business day of the registrant's billion as of the last business day of the registrant's
most recently completed second fiscal quarter. most recently completed second fiscal quarter.

At February 6, 2006, Carnival Corporation At February 6, 2006, Carnival plc had outstanding
had outstanding 638,496,327 shares of its 212,488,679 Ordinary Shares $1.66 par value, one
Common Stock, $.01 par value. Special Voting Share, GBP 1.00 par value and
638,496,327 Trust Shares of beneficial interest
in the P&O Princess Special Voting Trust.

DOCUMENTS INCORPORATED BY REFERENCE

The information described below and contained in the Registrants' 2005
annual report to shareholders to be furnished to the Commission pursuant to Rule
14a-3(b) of the Exchange Act is shown in Exhibit 13 and is incorporated by
reference into this joint Annual Report on Form 10-K.

Part and Item of the Form 10-K

Part II

Item 5(a) and (c). Market for Registrants' Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities - Market Information and Holders.

Item 6. Selected Financial Data.

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.

Item 8. Financial Statements and Supplementary Data.

Portions of the Registrants' 2006 definitive proxy statement, to be filed
with the Commission, are incorporated by reference into this joint Annual Report
on Form 10-K under the items described below.

Part and Item of the Form 10-K

Part III

Item 10. Directors and Executive Officers of the Registrants.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions.

Item 14. Principal Accounting Fees and Services.

PART I

Item 1. Business.

A. General

Carnival Corporation is incorporated in Panama, and Carnival plc is
incorporated in England and Wales. Together with their consolidated subsidiaries
they are referred to collectively in this joint Annual Report on Form 10-K as
"Carnival Corporation & plc," "our," "us," and "we."

On April 17, 2003, Carnival Corporation and Carnival plc (formerly known
as P&O Princess Cruises plc or "P&O Princess") completed a dual listed company
("DLC") transaction, which implemented Carnival Corporation & plc's DLC
structure. The DLC transaction combined the businesses of Carnival Corporation
and Carnival plc through a number of contracts and through amendments to
Carnival Corporation's articles of incorporation and by-laws and to Carnival
plc's memorandum of association and articles of association. Carnival
Corporation and Carnival plc are both public companies, with separate stock
exchange listings and their own shareholders. The two companies have a single
executive management team and identical boards of directors, and operate as if
they were a single economic enterprise. See Note 3, "DLC Transaction" to our
Consolidated Financial Statements in Exhibit 13 to this joint Annual Report on
Form 10-K.

We are the largest cruise company and one of the largest vacation
companies in the world. We have a portfolio of 12 widely recognized cruise
brands and are a leading provider of cruises to all major vacation destinations
outside the Far East. See Part I, Item 1. Business B. - "Cruise Operations" for
further information.

As of November 30, 2005, a summary of the number of cruise ships we
operate, by brand, their passenger capacity and the primary areas in which they
are marketed is as follows:

Cruise Number Passenger Primary
Brands of Cruise Ships Capacity(a) Market
------ --------------- ----------- ------

Carnival Cruise
Lines 21 47,820 North America
Princess Cruises
("Princess") 14 29,152 North America
Holland America Line 12 16,930 North America
Costa Cruises ("Costa") 10 17,262 Europe
P&O Cruises 5 8,844 United Kingdom
AIDA Cruises ("AIDA") 4 5,378 Germany
Cunard Line ("Cunard") 2 4,410 North America and United Kingdom
P&O Cruises Australia 3 3,680 Australia and New Zealand
Ocean Village 1 1,578 United Kingdom
Swan Hellenic 1 678 United Kingdom
Seabourn Cruise Line
("Seabourn") 3 624 North America
Windstar Cruises ("Windstar") 3 604 North America
-- -------
79 136,960
== =======

(a) In accordance with cruise industry practice, passenger capacity is
calculated based on two passengers per cabin even though some cabins can
accommodate three or more passengers.

As of January 30, 2006, we had signed agreements with two shipyards
providing for the construction of 16 additional cruise ships scheduled for
delivery between January 31, 2006 and September 2009. In addition, in December
2005, we entered into an agreement for the sale of one P&O Cruises Australia
ship, which is expected to leave our fleet in May 2006. These additions and sale
are expected to result in a net increase in our passenger capacity of 41,816
lower berths, or 30.5%, compared to November 30, 2005. It is possible that some
more of our older ships may be sold or retired during the next few years, thus
reducing the size of our fleet over this period. Alternatively, it is also
possible that we could order more ships, which could enter service in 2008 or
2009, thus increasing the size of our fleet over this period. See Note 7,
"Commitments" to our Consolidated Financial Statements in Exhibit 13 to this
joint Annual Report on Form 10-K for additional information regarding our ship
commitments.

In addition to our cruise operations, we own the leading cruise/tour
operators in the State of Alaska and the Canadian Yukon, Holland America Tours
and Princess Tours, which primarily complement their respective cruise
operations and own substantially all the assets noted below. These tour
companies currently market and operate:

- - 16 hotels or lodges in Alaska and the Canadian Yukon, with over 3,000 guest
rooms;

- - over 530 motorcoaches used for sightseeing and charters in the States of
Washington and Alaska, in British Columbia, Canada and the Canadian Yukon;

- - 30 domed rail cars, which are run on the Alaska Railroad between Anchorage
and Fairbanks, Whittier and Denali, and Whittier and Talkeetna;

- - two luxury dayboats offering tours to a glacier in Alaska and on the Yukon
River; and

- - sightseeing packages, or individual components of such packages, sold either
separately or as part of our cruise/tour packages to our Alaskan cruise
passengers and to other vacationers.

B. Cruise Operations

The multi-night cruise industry is a small part of the overall global
vacation market. We estimate that the global cruise industry carried
approximately 14 million passengers in 2005. The principal sources for cruise
passengers are North America, Europe, Asia/South Pacific including Australia and
New Zealand, and South America. We source our passengers principally from North
America and Europe. A small percentage of our passengers are sourced from
Asia/South Pacific and South America. See Note 12, "Segment Information" to our
Consolidated Financial Statements in Exhibit 13 to this joint Annual Report on
Form 10-K for additional information regarding our cruise and other segments and
our U.S. and foreign assets and revenues.

I. Industry Background

The cruise industry is still growing and continues to remain only a
relatively small percentage of the wider global vacation market in which cruise
vacation operators compete for disposable income normally spent by consumers on
vacations. Cruise passengers in North America have increased by a compound
annual growth rate of approximately 9.1% between 1999 and 2004, increasingly
drawing consumers from other vacation alternatives. In Europe cruise passengers
have increased by a compound annual growth rate of approximately 8.4% between
1999 and 2004.

Outside North America, the principal sources of passengers for the cruise
industry, excluding the Far East, are the UK, Germany, Italy, Spain, France,
Australia, Switzerland and Brazil. In all of these areas, cruising represents a
smaller proportion of the overall vacation market than it does in North America
and, accordingly, we believe these markets also have considerable growth
potential.

Cruising offers a broad range of products to suit vacationing customers of
many ages, backgrounds and interests. Cruise brands can be broadly characterized
as offering contemporary, premium and luxury cruise experiences. The
contemporary experience typically includes cruises that last seven days or less,
have a more casual ambiance and are less expensive than premium or luxury
cruises. The premium experience typically includes cruises that last from seven
to 14 days. Premium cruises emphasize quality, comfort, style and more
destination-focused itineraries and the average pricing on these cruises is
typically higher than contemporary cruises. The luxury experience is typically
characterized by smaller vessel size, very high standards of accommodation and
service, and generally with higher prices than premium cruises. Notwithstanding
these classifications, there generally is significant overlap and competition
among all cruise products.

We are a provider of cruise vacations in most of the largest vacation
markets in the world, including North America, the UK, Germany, southern Europe
and South America, with significant product offerings in each of the
classifications noted above. Our mission is "to deliver exceptional vacation
experiences through the world's best-known cruise brands that cater to a variety
of different lifestyles and budgets, all at an outstanding value unrivalled on
land or at sea." A brief description of the principal vacation areas where we
source passengers and our brands that market primarily to these vacationers is
as follows:

II. North America

The highest number of cruise passengers in the world are sourced from
North America, where cruising has developed into a mainstream alternative to
land-based resort and sightseeing vacations. Approximately 9.1 million North
American-sourced cruise passengers took cruise vacations for two consecutive
nights or more in 2004, and we estimate about 10 million passengers took a
cruise vacation in 2005. This sector has grown significantly in recent years as
new capacity has been introduced.

The principal itineraries visited by North American sourced cruise
passengers in 2005 were the Caribbean, the Bahamas, Mexico and Alaska. In
addition, North American cruise passengers visited Europe, the Mediterranean,
New England and Canada, Bermuda, Hawaii, the Panama Canal and other exotic
locations, including South and Central America, Africa, the South Pacific, the
Orient and India.

At the end of 2005, North America was served by 125 ships, with an
aggregate passenger capacity of approximately 189,000 lower berths. Based on the
number of ships that are currently on order worldwide and scheduled for delivery
between 2006 and 2009, we expect that the net capacity serving North American
consumers will continue to increase. Our projections indicate that by the end of
2006, 2007, 2008 and 2009, North America will be served by 127, 129, 133 and 134
ships, respectively, having an aggregate passenger capacity of approximately
199,000, 208,000, 221,000 and 228,000 lower berths, respectively. These figures
include some ships that were, or are expected to be, marketed in both North
America and elsewhere during different times of the year. Our estimates of
capacity do not include assumptions related to unannounced ship withdrawals due
to factors such as the age of ships or changes in the location from where ships'
passengers are predominantly sourced and, accordingly, could indicate a higher
percentage growth in North American capacity than will actually occur.
Alternatively, our growth estimates for 2008 and 2009 may increase because of
future shipbuilding orders, which have not yet been announced. We expect that
net capacity serving North American-sourced cruise passengers will increase over
the next several years, although at a lower growth rate than what the cruise
industry experienced in recent years.

Carnival Cruise Lines, Princess, Holland America Line, Seabourn and
Windstar source their passengers primarily from North America. Cunard sources
most of its passengers from North America and Europe.

Carnival Cruise Lines operates 21 contemporary ships, with one additional
ship expected to begin service in each of fiscal 2007, 2008 and 2009. Carnival
Cruise Lines is the largest cruise line in the world and offers quality cruise
vacations at affordable prices and is well-known as the "Fun Ships," which we
believe captures the essence of the brand. Carnival is committed to total guest
satisfaction and is continually introducing ways to keep its cruise experience
new and exciting, including expanded dining choices, such as "Signature
Selections" by world-renowned French master chef Georges Blanc, comfort bed
sleep systems, Vegas-style production shows with elaborate sets and costumes and
captivating pyrotechnics, innovative childrens' programming, personalized spa
services, and even the outdoor poolside light emitting diode ("LED") television
screen on its newest ship, the Carnival Liberty. Carnival Cruise Lines carries
the largest number of North American cruise passengers, and has been offering
more new homeport locations to stimulate demand. Multiple home port locations
enable guests to lower the price of their cruise vacation by substantially
reducing or eliminating the cost of travel to and from the port.

All of Carnival Cruise Lines' ships were designed by and built for it,
including seven that are among the world's largest. During all or a portion of
the year, three of the Carnival Cruise Lines ships call on ports on the Mexican
Riviera, and the rest of the fleet operates to destinations in the Bahamas or
the Caribbean. In addition, the Carnival Liberty offers two transatlantic
cruises and 12-day Grand Mediterranean cruises from April to November. Carnival
Cruise Lines ships also offer cruises to Alaska, Canada/New England, the
Hawaiian Islands and the Panama Canal, with most cruises ranging from three to
seven days.

Princess, whose brand name was made famous by the "Love Boat" television
show, recently celebrated its 40th anniversary, and is the world's third largest
cruise line with a fleet of 14 modern ships. Princess is truly a global brand,
offering over 90 unique itineraries to more than 270 destinations. It is a
leading cruise line in exotic regions of the world (Europe, Alaska, Asia,
Australia, the South Pacific and South America) with larger ships and more
available capacity. Substantially all of Princess' ships reflect an innovative
design philosophy called "Big Ship Choice, Small Ship Feel," emphasizing a broad
variety of amenities combined with the more intimate ambience found on smaller
vessels.

All Princess ships feature the Personal Choice Dining program, offering guests
flexibility, convenience and quality in an array of traditional, anytime,
specialty and casual dining options. A quality service initiative entitled
C.R.U.I.S.E. (Courtesy, Respect, Unfailing In Service Excellence) has been in
place for nearly ten years, resulting in extremely high standards of service
throughout the fleet.

Princess is widely recognized among travel agents as an innovative,
premium cruise line. The Caribbean Princess, the latest in the evolving Grand
Class series of vessels, debuted in 2004 with its "Movies Under the Stars"
outdoor theater, showing first-run Hollywood hits on a 300 square foot LED
screen. Further Grand Class Ships which will be introduced include the Crown
Princess in 2006, the Emerald Princess in 2007 and one additional ship in 2008.
Each will provide more than 57% of its staterooms with balconies- another
hallmark of Princess ships. Princess attracts consumers with a compelling,
highly integrated brand marketing campaign, utilizing the slogan "Escape
Completely" which appears in magazines, newspapers, direct mail, online, DVD and
point-of-sale materials. The princess.com website now offers comprehensive
marketing and product information and the Princess Captain's Circle loyalty
program is considered one of the industry's best, with a very high retention
rate among past passengers.

Holland America Line operates a premium fleet of 12 ships, with one
additional ship expected to begin service in each of fiscal 2006 and 2008.
Holland America Line will offer nearly 500 sailings from 25 home ports, 17 in
North America. These home ports include departures from New York, Boston,
Montreal, Norfolk, Ft. Lauderdale, Tampa, San Diego, Seattle and Vancouver. This
fleet visits all seven continents in 2006, while increasing the number of
cruises to popular destinations such as Alaska, the Caribbean, Europe and
Canada/New England. Holland America's ships, which tend to be smaller and more
intimate, were designed with airy viewing lounges, wraparound teak decks and
private, roomy verandahs that offer guests the chance to experience wildlife and
scenery. Cruise lengths vary from two to 116 days. Most Holland America Line
sailings in the Caribbean visit a private island destination known as Half Moon
Cay, which is owned by Holland America Line.

Holland America Line expects to complete its $225 million investment to
provide product and service enhancements to its fleet by the fall of 2006. The
comprehensive enhancements, known as the "Signature of Excellence," focus on
five areas vital to Holland America Line's guest experience as follows: (1)
spacious, elegant ships and accommodations, (2) sophisticated dining, (3)
gracious, unobtrusive service, (4) extensive enrichment programs and activities,
and (5) compelling worldwide itineraries.

Windstar operates three motor-sail yachts known for their casually elegant
atmosphere. In 2006, Windstar will offer sailings in the Caribbean, Europe, the
Americas and the Greek Isles. Renowned for offering a luxury cruise experience
that is "180 Degrees from Ordinary," a high-percentage of return guests attests
to the appeal of Windstar's casual ambiance of resort-style attire, exquisite
cuisine and an extensive wine selection, open restaurant-style seating,
attentive service, exotic destinations and complimentary water sports.

The three Seabourn ships (the "Yachts of Seabourn") focus on personalized
service and superb cuisine aboard their intimately sized all-suite ships. The
Yachts of Seabourn offer an ultra-luxury experience. These ships offer
destinations around the world, including Europe, Asia, the South Pacific and the
Americas, with cruises generally in the seven to 14 day range. The Yachts of
Seabourn itineraries include many smaller, off-the-beaten-track ports, that are
inaccessible to larger ships.

III. Europe

We believe that Europe is the largest single leisure travel vacation
market, but cruising in Europe has achieved a much lower penetration rate than
in North America. Approximately 2.8 million European-sourced passengers took
cruise vacations in 2004 compared to approximately 9.1 million North
American-sourced passengers. Additionally, we estimate that about 3 million
European-sourced passengers took a cruise in 2005. The number of European cruise
passengers increased by a compound annual growth rate of approximately 8.4%
between 1999 and 2004. We believe that cruising represents a relatively small
percentage of the European vacation market. Therefore, we believe that the
European market represents a significant growth opportunity for us, and we
expect that a number of new or existing ships will continue to be introduced
into Europe over the next several years.

At the end of 2005, Europe was served by 102 ships, having an aggregate
passenger capacity of approximately 97,000 lower berths. Our projections
indicate that by the end of

2006, 2007, 2008 and 2009, Europe will be served by 104, 107, 111 and 114 ships,
respectively, having an aggregate passenger capacity of approximately 103,000,
111,000, 121,000 and 130,000 lower berths, respectively. These figures include
some ships that were, or are expected to be, marketed in both Europe and
elsewhere during different times of the year. Our estimates of European capacity
are based on similar assumptions as discussed previously for our North American
estimates.

A. United Kingdom

The UK is the single largest country from which cruise passengers are
sourced in Europe. Approximately 1.0 million UK passengers took cruises in 2004.
Cruising was relatively underdeveloped as a vacation option for the UK consumers
until the mid-1990s, but since then cruising in the UK has grown significantly.
The number of UK cruise passengers increased by a compound annual growth rate of
approximately 6.6% between 1999 and 2004. The main destination for UK cruise
passengers is the Mediterranean. Other popular destinations for UK cruise
passengers include the Caribbean, the Atlantic Islands, including the Canary
Islands and the Azores, and Scandinavia.

P&O Cruises, Ocean Village, and Swan Hellenic source substantially all of
their passengers from the UK. In addition, our North American brands and Costa
also source passengers from the UK. Finally, Cunard sources customers from North
America, the UK, continental Europe and the rest of the world.

P&O Cruises is the largest cruise operator and best known cruise brand in
the UK, with five premium ships, and one additional ship expected to begin
service in fiscal 2008. These ships cruise to over 200 destinations in more than
90 countries, with most cruises ranging from seven to 14 days, but with some
cruises lasting longer, including three world cruises in each of 2006 and 2007.
These ships, which are relatively new compared to the ships that are more
typically marketed in the UK, have enabled P&O Cruises to continue to offer a
more modern style of cruising to UK cruise passengers and increase their appeal
to younger passengers and families, while retaining older and more traditional
British customers. The Artemis and Arcadia are child-free ships, which generally
appeal to an older guest demographic, while the rest of the fleet is
well-equipped for children's activities. The ships have a wide choice of dining
and entertainment options and offer a welcoming atmosphere, with an emphasis on
the attributes of "Britishness," "professionalism," and "style."

The Arcadia and Oceana offer a more contemporary and innovative
experience; the Aurora and Oriana are particularly focused on P&O's British
experience; and the Artemis offers a more traditional and intimate experience.
Each of these different ambiances appeals to a different type of UK passenger.
P&O Cruises offers cruises from Southampton, England to the Mediterranean, the
Atlantic Islands, the Baltic, and the Norwegian Fjords during the summer, and
primarily operates Caribbean cruises and around the world voyages during the
winter.

Under the Cunard brand, which is one of the most widely recognized brands
in the UK, we operate two premium/luxury ships. They are primarily marketed in
the UK, North America, Germany and Australia. Cunard's flagship, the Queen Mary
2, was delivered in December 2003 and is the largest ocean liner in the world.
She has taken over the northern transatlantic crossing route, which was
previously operated by the Queen Elizabeth 2 ("QE2"), Cunard's former flagship.
The QE2 primarily serves UK-based passengers from Southampton, England and still
offers a world cruise, which has been offered since 1975. Cunard expects to take
delivery of its next ship, the Queen Victoria, in December 2007. Cunard's ships
offer voyages to worldwide destinations, with many of the voyages ranging
generally between six and 31 days, but with some three day "taster" voyages and
the 122-day world cruise.

The Ocean Village brand was launched in spring 2003, and consists of one
contemporary ship serving the UK. This brand targets a young and active customer
base and its cruise product emphasizes informality, health and well-being. The
brand attracts a high proportion of passengers new to cruising. The Ocean
Village ship offers one or two week cruises, together with cruise and stay
holidays, and operates out of Palma, Majorca in the Mediterranean during the
summer season and from Barbados in the Caribbean during the winter season.

In spring 2007, the 1,666 passenger capacity AIDAblu, which is currently
operated by AIDA, is expected to be transferred to Ocean Village. This Ocean
Village ship is also expected to sail in the Mediterranean during the summer
season and the Caribbean during the winter season.

Swan Hellenic's Minerva II operates a program of premium discovery
cruises. The product is intended to appeal to passengers seeking to discover
more about the destinations they are visiting through informative onboard talks
delivered by guest speakers, and a choice of tailor-made shore excursions at
each port of call. In the spring/summer season, the itineraries are focused in
the Mediterranean, Northern Europe, Africa and around Great Britain. Winter
cruise destinations include Central and South America, the United States of
America, the Caribbean and the Far East.

B. Southern Europe

The main countries in southern Europe for sourcing cruise passengers are
Italy, France and Spain. Together, these countries generated approximately 1.0
million cruise passengers in 2004. Cruising in Italy, France and Spain had a
compound annual growth rate in the number of passengers carried of approximately
11.8% between 1999 and 2004. We believe that southern Europe is also relatively
underdeveloped for the cruise industry. We intend to increase our penetration in
southern Europe through Costa, one of the most recognized cruise brands marketed
in Europe.

Costa operates 10 contemporary ships, with one additional ship expected to
begin service in each of fiscal 2006, 2007 and 2009. Costa's ships operate in
Europe during the spring to fall and then during the fall to spring, Costa
repositions the majority of its ships to the Caribbean and South America, while
also maintaining a year-round presence with the rest of its fleet in the
Mediterranean and the Atlantic Islands. Costa is the number one cruise line in
continental Europe based on passengers carried and capacity of its ships,
principally serving customers in Italy, France, Germany and Spain. Headquartered
in Italy, Costa offers guests an international and multi-lingual ambiance with
an Italian touch. The Costa ships call on 110 European ports, with 60 different
itineraries, and sail to various other ports in the Caribbean and South America,
with most cruises ranging from seven to 11 days.

C. Germany

Germany is one of the largest sources for cruise passengers in continental
Europe, with approximately 0.6 million cruise passengers in 2004. Germany had a
compound annual growth rate in the number of cruise passengers carried of
approximately 11.0% between 1999 and 2004. We believe that Germany is also a
relatively underdeveloped region for the cruise industry. The main destinations
visited by German cruise passengers are the Mediterranean and the Caribbean.
Other popular destinations for German cruise passengers include Scandinavia and
the Atlantic Islands.

AIDA, which sources substantially all of its passengers from German
speaking countries, operates four contemporary ships, with one additional ship
expected to begin service in each of fiscal 2007, 2008 and 2009. Each of these
new ships has a 22% larger passenger capacity than the largest ship in AIDA's
current fleet. Partially offsetting this capacity increase, the AIDAblu is
expected to be transferred to the Ocean Village brand in 2007. AIDA's product is
especially tailored for the German-speaking market and offers an exceptionally
relaxed, yet active cruising experience with an emphasis on lifestyle,
informality, friendliness and activity. Spa and fitness areas and high quality
but informal dining options characterize the experience onboard the vessels.

AIDA's ships primarily offer seven day trips that allow guests to easily
book back-to-back cruise vacations. AIDA allows for an easy selling and booking
experience by offering only a few cabin categories and two seasons. During the
summer, the AIDA ships sail in the Mediterranean and the North and Baltic Seas,
calling on approximately 50 ports, while itineraries for the winter include the
Caribbean, Central America, the Western Mediterranean and the Atlantic Islands.

IV. Australia and New Zealand

Cruising in Australia is developing. We estimate that approximately
168,000 Australians took cruise vacations in 2004. We expect to serve this
region primarily through P&O Cruises Australia, which is the leading cruise line
in Australia.

P&O Cruises Australia is a cruise brand that caters specifically to
Australians and New Zealanders. Its contemporary ships, the Pacific Sun, the
Pacific Sky and the Pacific Star, which was transferred from Costa in October
2005, offer seven to 14 day cruises from Sydney and Brisbane to Vanuatu, New
Caledonia, Fiji, and New Zealand and for a portion of the year offers a premium
cruise product from Sydney to French New Caledonia and other destinations in the
South Pacific on the Pacific Princess.

In late 2007, the Regal Princess is expected to be transferred from
Princess to P&O Cruises Australia. The Pacific Sky is expected to leave the P&O
Cruises Australia fleet in May 2006 pursuant to an agreement for sale entered
into in December 2005.

V. South America

Cruise vacations have been marketed in South America for many years,
although cruising as a vacation alternative remains in an early stage of
development in the region. Cruises from South America typically occur during the
southern hemisphere summer months of November through March, and are primarily
seven to nine days in duration. Our presence is primarily represented through
the Costa brand, which will operate two vessels in 2006 in this region, Costa
Victoria and Costa Romantica, collectively offering 3,272 lower berths.

VI. Ship Information

Summary information of our ships as of November 30, 2005 is as
follows:

CALENDAR
YEAR PASSENGER
BRAND AND SHIP REGISTRY DELIVERED CAPACITY
-------------- -------- --------- --------

Carnival Cruise Lines
Carnival Liberty Panama 2005 2,968
Carnival Valor Panama 2004 2,968
Carnival Miracle Panama 2004 2,120
Carnival Glory Panama 2003 2,968
Carnival Conquest Panama 2002 2,968
Carnival Legend Panama 2002 2,120
Carnival Pride Panama 2001 2,120
Carnival Spirit Panama 2001 2,120
Carnival Victory Panama 2000 2,750
Carnival Triumph Bahamas 1999 2,750
Paradise Panama 1998 2,050
Elation Panama 1998 2,050
Carnival Destiny Bahamas 1996 2,634
Inspiration Bahamas 1996 2,050
Imagination Bahamas 1995 2,050
Fascination Bahamas 1994 2,050
Sensation Bahamas 1993 2,050
Ecstasy Panama 1991 2,050
Fantasy Panama 1990 2,050
Celebration Panama 1987 1,484
Holiday Bahamas 1985 1,450
------
Total Carnival Cruise Lines 47,820
------

Princess
Sapphire Princess Bermuda 2004 2,674
Caribbean Princess Bermuda 2004 3,100
Diamond Princess Bermuda 2004 2,674
Island Princess Bermuda 2003 1,974
Coral Princess Bermuda 2002 1,974
Star Princess Bermuda 2002 2,598
Golden Princess Bermuda 2001 2,598
Tahitian Princess Gibraltar 2000 668
Pacific Princess(a) Gibraltar 1999 668
Sea Princess(b) Bermuda 1998 2,016
Grand Princess Bermuda 1998 2,592
Dawn Princess Bermuda 1997 1,998
Sun Princess Bermuda 1995 2,022
Regal Princess(c) Bermuda 1991 1,596
------
Total Princess 29,152
------

Holland America Line(d)
Westerdam Netherlands 2004 1,848
Oosterdam Netherlands 2003 1,848
Zuiderdam Netherlands 2002 1,848
Zaandam Netherlands 2000 1,432
Amsterdam Netherlands 2000 1,380
Volendam Netherlands 1999 1,432
Rotterdam Netherlands 1997 1,316
Veendam Bahamas 1996 1,258
Ryndam Netherlands 1994 1,258
Maasdam Netherlands 1993 1,258
Statendam Netherlands 1993 1,258
Prinsendam Netherlands 1988 794
------
Total Holland America Line 16,930
------

CALENDAR
YEAR PASSENGER
BRAND AND SHIP REGISTRY DELIVERED CAPACITY
-------------- -------- --------- --------

Costa
Costa Magica Italy 2004 2,702
Costa Fortuna Italy 2003 2,702
Costa Mediterranea Italy 2003 2,114
Costa Atlantica Italy 2000 2,114
Costa Victoria Italy 1996 1,928
Costa Romantica Italy 1993 1,344
Costa Allegra Italy 1992 806
Costa Classica Italy 1991 1,302
Costa Marina Italy 1990 762
Costa Europa Italy 1986 1,488
------
Total Costa 17,262
------

P&O Cruises
Arcadia Bermuda 2005 1,948
Oceana Bermuda 2000 2,016
Aurora UK 2000 1,870
Oriana UK 1995 1,822
Artemis(e) Bermuda 1984 1,188
------
Total P&O Cruises 8,844
------

AIDA

AIDAaura Italy 2003 1,266
AIDAvita Italy 2002 1,266
AIDAcara Italy 1996 1,180
AIDAblu(f) Italy 1990 1,666
------
Total AIDA 5,378
------

Cunard
Queen Mary 2 UK 2003 2,620
QE2 UK 1969 1,790
------
Total Cunard 4,410
------

P&O Cruises Australia
Pacific Sun Bahamas 1986 1,486
Pacific Sky(c) UK 1984 1,200
Pacific Star(g) UK 1982 994
------
Total P&O Cruises Australia 3,680
------

Ocean Village
Ocean Village UK 1989 1,578

Swan Hellenic
Minerva II(h) Marshall Islands 2001 678

Seabourn
Seabourn Legend Bahamas 1992 208
Seabourn Spirit Bahamas 1989 208
Seabourn Pride Bahamas 1988 208
------
Total Seabourn 624
------

Windstar
Wind Surf Bahamas 1990 308
Wind Spirit Bahamas 1988 148
Wind Star Bahamas 1986 148
-------
Total Windstar 604
-------
Total 136,960
=======

(a) The Pacific Princess is only included in Princess' capacity, although it
is time chartered to P&O Cruises Australia and based out of Australia for
one-half of the year.

(b) The Adonia was transferred from P&O Cruises to Princess in the spring of
2005 and was renamed the Sea Princess.

(c) The Regal Princess is expected to be transferred to P&O Cruises Australia
in late 2007. The Pacific Sky is expected to leave the P&O Cruises
Australia fleet in May 2006 pursuant to an agreement for sale entered into
in December 2005.

(d) Since November 2004, the 1,214 passenger former Noordam is being operated
by an unrelated entity under a long-term bareboat charter agreement and,
accordingly, is excluded from Holland America Lines' capacity.

(e) The Royal Princess was transferred from Princess to P&O Cruises in the
spring of 2005 and was renamed the Artemis.

(f) The AIDAblu is expected to be transferred to Ocean Village in the spring
of 2007.

(g) The Costa Tropicale was transferred from Costa to P&O Cruises Australia in
October 2005 and was renamed the Pacific Star.

(h) The Minerva II is operated by Swan Hellenic pursuant to a bareboat charter
agreement through March 2007. In December 2005, we exercised our right of
first refusal under the charter agreement, and agreed to purchase the
Minerva II.

VII. Characteristics of the Cruise Vacation Industry

A. Strong Growth

Cruise vacations have experienced significant growth in recent years. The
number of new cruise ships currently on order from shipyards indicates that the
growth in cruise capacity is set to continue for a number of years. In order to
fill up this new capacity, continued growth in demand across the industry will
be required. Given the historical growth rate of cruising and the relative low
penetration levels in major vacation regions, we believe that there are
significant opportunities for growth.

In the few years prior to 2004, the cruise industry experienced
significant pressure on cruise pricing, which we believe was ultimately the
result of, among other things, various adverse international geopolitical and
economic conditions and events, such as terrorism, the Iraqi war, and the risk
of other armed conflicts, adverse publicity, increases in new cruise ship
capacity, ship incidents, and competition from cruise ship and other vacation
alternatives. Although the cruise industry has been able to increase cruise
pricing during the last two years, factors such as these could adversely impact
future growth if they or similar events or conditions were to occur or exist in
the future.

B. Wide Appeal of Cruising

Cruising appeals to a broad demographic range. Industry surveys estimate
that there are approximately 128 million potential passengers for cruising in
North America (defined as members of households with a minimum income of
$40,000, that are headed by a person who is at least 25 years old). According to
these surveys, about half of these individuals have expressed an interest in
taking a cruise as a vacation alternative, and over 60% of worldwide cruise
passengers are over the age of 40. The size of the North American population
between ages 45 and 74 is expected to increase 19% between 2006 and 2016. We
believe the cruise industry is well-positioned to take advantage of these
favorable demographic trends, which are impacting its markets.

C. Relatively Low Penetration Levels

North America has the highest cruising penetration rates per capita.
Nevertheless, based upon information obtained from the Cruise Lines
International Association, or CLIA, a leading trade group, we estimate that only
approximately 18% of the U.S. population has ever taken a cruise, and only 8%
have done so in the past three years. In the UK, where there has been
significant expansion in the number of cruise passengers carried over the last
five years, cruising penetration levels per capita are only approximately
three-fifths of those of North America. In the principal vacation regions in
continental Europe, cruising penetration levels per capita are approximately
one-fifth of those in North America. Elsewhere in the world cruising is at an
early stage of development and has far lower penetration rates.

D. Satisfaction Rates

Cruise passengers tend to rate their overall satisfaction with a
cruise-based vacation higher than comparable land-based hotel and resort
vacations. We believe that a substantial number of cruise passengers think the
value of their cruise vacation experience is as good as, or better than, the
value of other comparable vacation alternatives.

VIII. Passengers, Capacity and Occupancy

Our cruise operations had worldwide cruise passengers, passenger capacity
and occupancy as follows (a):

FISCAL CRUISE PASSENGER
YEAR PASSENGERS CAPACITY OCCUPANCY(b)
---- ---------- --------- ---------

2001 3,385,000 58,346 104.7%
2002 3,549,000 67,282 105.2%
2003 5,038,000 113,296 103.4%
2004 6,306,000 129,108 104.5%
2005 6,848,000 136,960 105.6%

(a) Information presented is as of the end of our fiscal year for passenger
capacity. Carnival plc's information is only included since April 17,
2003, the period subsequent to the completion of the DLC transaction.

(b) 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. The percentages in excess of 100%
indicate that on average more than two passengers occupied some cabins.

Our passenger capacity has grown from 58,346 berths at November 30, 2001
to 136,960 berths at November 30, 2005, primarily because of the 34,428 berths
added as a result of the DLC transaction with P&O Princess during 2003 and the
deliveries of 19 new cruise ships during this four-year period. See Part I, Item
l. Business, B. - "Cruise Operations-Ship Information" for additional
information.

The occupancy level on our ships during each quarter indicated below was
as follows:

Quarters Ended Occupancy
-------------- ---------

February 29, 2004 102.0%
May 31, 2004 102.8%
August 31, 2004 110.2%
November 30, 2004 102.5%
February 28, 2005 103.8%
May 31, 2005 104.8%
August 31, 2005 110.9%
November 30, 2005 102.7%

IX. Cruise Ship Construction and Cruise Port Facility Development and
Operations

Primarily in cooperation with private or public entities, we are engaged
in the development of new or enhanced cruise port facilities. These facilities
are expected to provide our passengers with an improved vacation experience. Our
involvement typically includes providing cruise port facility development and
management expertise. We sometimes assist by providing direct financial support
for port development projects. However, most of the time, our financial
commitment is provided by agreeing to long-term port usage commitments. During
2005, we were involved in the development of cruise port facilities in
Barcelona, Spain, Brooklyn, New York, Miami, Florida, Naples, Italy, and the
Turks & Caicos Islands. In addition, we are in the process of, or have recently
completed negotiating for, the development of several other port facilities to
service our North American and European guests, including, but not limited to,
facilities in Belize City, Belize, Civitavecchia, Italy, Manhattan, New York,
Roatan, Honduras and San Diego, California. In October 2005, our pier facility
in Cozumel, Mexico was destroyed by Hurricane Wilma. This is one of our busiest
transit ports in the world and served over 1.2 million passengers in 2005. We
currently are in the process of negotiating with the port authorities as to the
rebuilding of this pier. No assurance can be given that any of these cruise port
facilities that are being developed will be completed.

Finally, we currently operate other port facilities in Long Beach,
California, Juneau, Alaska and Savona, Italy pursuant to concession agreements
with the governmental authorities and other third parties. Our Long Beach
terminal is one of the home ports for Carnival Cruise Lines' U.S. West Coast
sailings to Mexico, as well as a transit port for some of our other brands.
Finally, the Savona terminal is the home port for a number of Costa's ships,
which sail in the Mediterranean Sea.

X. Cruise Pricing and Payment Terms

Each of our cruise brands publishes brochures with prices for the upcoming
seasons. Brochure prices vary by cruise line, by category of cabin, by ship, by
season and by itinerary. Brochure prices are regularly discounted through our
early booking discount programs and other promotions. The cruise ticket price
typically includes accommodations, meals, some beverages, and most onboard
entertainment, such as the use of, or admission to, a wide variety of activities
and facilities, including a fully equipped casino, nightclubs, theatrical shows,
movies, parties, a disco, a jogging track, a health club, swimming pools, sun
decks, whirlpools and saunas. Our North American brands' payment terms require
that a passenger pay a deposit to confirm their reservations with the balance
due before the departure date, while some of our European brands provide certain
of their travel agents and tour operators with credit terms, even though these
parties typically require the passenger to pay for the entire cruise before
sailing.

Historically, some of our advance bookings were taken from several months
in advance of the sailing date, for contemporary brands, to more than a year in
advance of sailing, for our luxury brands. This lead-time provided us with more
time to manage our prices, in relation to demand for available cabins, with the
goal of achieving higher overall net revenue yields - see "Key Performance
Indicators and Pro Forma Information" in our Management Discussion and Analysis
of Financial Condition and Results of Operations in Exhibit 13 to this joint
Annual Report on Form 10-K. In addition, some of our fares, such as Carnival
Cruise Lines' Supersaver fares, Costa's Pronto Price Savings fares, Holland
America Line's Early Savings and Mariner Savings fares and Princess's Loveboat
Savers plan, are designed to encourage potential passengers to book cruise
reservations earlier.

Commencing after September 11, 2001, our brands, and others in the travel
and leisure industry, generally experienced a closer-to-vacation booking pattern
than was experienced prior to September 11, 2001. However, since the fall of
2003, this trend reversed itself and bookings have been occurring further in
advance, on average, of sailing date and are now at more normal historical
levels. The wider booking patterns enable us to better optimize our net revenue
yields. However, it is possible that booking trends could revert to closer to
sailing pattern in the future.

When a passenger elects to purchase air transportation from us, both our
cruise revenues and cruise operating expenses generally increase by
approximately the same amount. Air transportation prices can vary by gateway and
destination. Over the last several years, we have generally experienced a lower
number of guests purchasing air transportation from us, which we believe is
partially a result of having opened additional embarkation points closer to our
guests' homes, as well as the availability of frequent flyer programs and lower
priced air tickets.

XI. Onboard and Other Revenues

We earn onboard and other revenues from other onboard activities and
services not included in the cruise ticket price consisting of, but not limited
to, casino gaming, bar and some beverage sales, gift shop sales, entertainment
arcades, shore excursions, art auctions, photo sales, spa services, bingo games
and lottery tickets, video diaries, snorkel equipment rentals, internet and
telephone usage and promotional advertising by merchants located in our ports of
call.

Our casinos, which contain slot machines and gaming tables including
blackjack, and in most cases craps and roulette, are generally open only when
our ships are at sea in international waters. Onboard activities are either
provided directly by us or by independent concessionaires, from which we collect
a percentage of their revenues or a fee.

We receive additional revenues from the sale to our passengers of shore
excursions at each ship's ports of call. These excursions include, among other
things, general sightseeing and adventure outings and local boat and beach
parties. For the Princess and Holland America Line ships and other of our brands
operating to destinations in Alaska, shore excursions are operated by Princess
Tours and Holland America Tours, as well as locally-owned operations. For shore
excursions in other locations, we typically utilize

locally-owned operations.

In conjunction with our cruise vacations, all of our cruise brands also
sell pre- and post-cruise land packages. Packages offered in conjunction with
ports of call in the U.S. would generally include one to four-night vacations at
nearby attractions or other vacation destinations, such as Universal Studios and
Walt Disney World in Orlando, Florida, Busch Gardens in Tampa, Florida, or
individual/multiple city tours of Boston, Massachusetts, New York City, New
York, and/or San Diego, California. Packages offered in Europe generally include
up to four-night vacations, including stays in well-known European cities, such
as Athens, Greece, Barcelona, Spain, Copenhagen, Denmark, London, England,
Paris, France and Rome, Italy.

In conjunction with our Alaska cruise vacations, principally on our
Princess, Holland America Line and Carnival Cruise Lines ships, we sell pre- and
post-cruise land packages, utilizing, to a large extent, our transportation and
hotel assets.

XII. Sales Relationships and Marketing Activities

We are a customer service-driven company and continue to invest in our
service organization to assist travel agents and guests. We believe that our
support systems and infrastructure are among the strongest in the vacation
industry.

We sell our cruises mainly through travel agents. Our individual cruise
brands' relationships with their travel agents are generally independent of each
of our other brands, except for certain brands sourcing UK passengers as
discussed below. These travel agent relationships are not exclusive and most
travel agents also sell cruises and other vacations provided by our competitors.
Our policy towards travel agents is to train and motivate them to support our
products with competitive sales and pricing policies and joint marketing
programs. We also use a wide variety of marketing techniques, including
websites, seminars and videos, to familiarize the agents with our cruise brands
and products. As with our brands' travel agent relationships, each of our
brands' marketing programs are generally independent of each of our other
brands. In each of our principal markets, we have familiarized the travel agency
community with our cruise brands and products.

Travel agents generally receive standard commissions of 10%, plus the
potential of additional commissions based on sales volume. During fiscal 2005,
no controlled group of travel agencies accounted for more than 10% of our
revenues.

Our investment in customer service has been focused on the development of
systems and employees. We have improved our systems within the reservations,
quality assurance, and customer relationship management functions, emphasizing
the continued support of the travel agency community, while simultaneously
developing greater contact and interactivity with our customer base. We have
individual websites for each of our brands, which provide access to information
about our products to internet users throughout the world, and substantially all
provide booking engines to our travel partners and to our customers. We also
support booking capabilities through major airline computer reservation systems,
including SABRE, Galileo, Amadeus and Worldspan. Although the vast majority of
our cruises are distributed through travel agents, we also take telephone and
internet bookings direct from customers who choose not to utilize the services
of a travel agent.

We have pursued comprehensive marketing campaigns to market our brands to
vacationers, including direct response marketing. The principal media used are
magazine and newspaper advertisements and promotional campaigns. Certain of our
brands also use significant amounts of television advertising.

In addition, we have formed a sales alliance for substantially all of our
UK cruises brands, known as the "Carnival Complete Cruise Solution," which is
comprised of Cunard, Ocean Village, P&O Cruises and Princess. By leveraging our
UK sales force and back-office operations, we are able to provide our UK
customers with a one-stop shopping destination for their cruise vacation,
regardless of their varying cruise needs, in a cost effective manner.

Finally, we have established the World's Leading Cruise Lines ("WLCL")
alliance for our family of North American cruise brands and Costa in order both
to educate the consumer about the overall breadth of our cruise brands, as well
as to increase the effectiveness and efficiency of marketing our brands. As part
of this alliance, we offer Vacation Interchange Privileges, which is a loyalty
program that provides special considerations to repeat guests aboard the WLCL
brands.

XIII. Seasonality

Our revenue from the sale of passenger tickets is 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. 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.

XIV. Competition

We compete with land-based vacation alternatives throughout the world,
including, among others, hotels, resorts, theme parks and vacation ownership
properties located in Las Vegas, Nevada, Orlando, Florida, various Caribbean,
Mexican, Bahamian and Hawaiian Island destination resorts and numerous other
vacation destinations throughout Europe and the rest of the world.

The primary cruise competitors for our Carnival Cruise Lines, Costa,
Cunard, Holland America Line and Princess brands for North American-sourced
passengers are Royal Caribbean Cruises Ltd., which owns Royal Caribbean
International and Celebrity Cruises, Star Cruises plc, which owns NCL Group,
which is comprised of Norwegian Cruise Line and Orient Lines, Disney Cruise
Line, Mediterranean Shipping Company, which owns MSC Cruises, and Crystal
Cruises.

Our primary cruise competitors for European-sourced passengers in the UK
are Island Cruises, Fred Olsen Cruise Lines, Discovery Cruises, Saga Cruises,
and Thomson Cruises, which is owned by TUI; in Germany they are MSC Cruises,
Hapag-Lloyd, which is owned by TUI, Peter Deilmann, Phoenix Reisen and
Transocean Cruises; and in Southern Europe they are MSC Cruises, Louis Cruise
Line, Globalia, Pullmantur and Spanish Cruise Line. We also compete for
passengers throughout Europe with Norwegian Cruise Line, Orient Lines, Royal
Caribbean International and Celebrity Cruises.

Our primary cruise competitors for our Seabourn and Windstar luxury brands
include Radisson Seven Seas Cruise Line and Silversea Cruises.

Our North American, European and Australian brands also compete among
themselves for passengers.

XV. Governmental Regulations

A. Maritime Regulations

Our ships are regulated by various international, national, state and
local laws, regulations and treaties in force in the jurisdictions in which our
ships operate. In addition, our ships are registered in the Bahamas, Bermuda,
Gibraltar, Italy, the Marshall Islands, the Netherlands, Panama and the UK, as
more fully described under Part I, Item 1. Business, B. - "Cruise Operations -
Ship Information" and, accordingly, are regulated by these jurisdictions and by
the international conventions governing the safety of our ships and guests that
these jurisdictions have ratified or to which they adhere. Each country of
registry conducts periodic inspections to verify compliance with these
regulations as discussed more fully below. In addition, the directives and
regulations of the European Union are applicable to some aspects of our ship
operations.

Specifically, the International Maritime Organization, sometimes referred
to as the "IMO", which operates under the auspices of the United Nations, has
adopted safety standards as part of the International Convention for Safety of
Life at Sea, sometimes referred to as SOLAS, which is applicable to all of our
ships. Among other things, SOLAS establishes vessel design, structural features,
materials, construction, life saving equipment, safe management and operation
and security requirements to improve passenger safety and security. The SOLAS
requirements are revised from time to time, with the most recent modifications
being phased-in through 2010.

In 1993, SOLAS was amended to incorporate the International Safety
Management Code, referred to as the "ISM Code." The ISM Code provides an
international standard for the safe management and operation of ships and for
pollution prevention. The ISM Code is mandatory for passenger vessel operators.
All of our operations and ships have obtained the required certificates
demonstrating compliance with the ISM Code and are regularly inspected and
controlled by the national authorities, as well as the international

authorities acting under the provisions of the international agreements related
to Port State Control, the process by which a nation exercises authority over
foreign ships when the ships are in the waters subject to its jurisdiction.

In December 2004, the Maritime Safety Committee approved for adoption
amendments to SOLAS chapter II-I Parts A & B that relate to the damage stability
of new cruise passenger vessels. These regulations were adopted in May 2005, and
are applicable to those vessels whose keels are laid after January 1, 2009.
Although the new standards do not affect our existing fleet or our vessels
currently under contract as those keels will have been laid prior to January 1,
2009, compliance with these standards for future ships will require the
development of new designs, which may increase costs.

Our ships are subject to a program of periodic inspection by ship
classification societies who conduct annual, intermediate, dry-docking and class
renewal surveys. Classification societies conduct these surveys not only to
ensure that our ships are in compliance with international conventions adopted
by their respective country of registry and domestic rules and regulations, but
also to verify that our ships have been maintained in accordance with the rules
of the society and that recommended repairs have been satisfactorily completed.

Our ships that call on U.S. ports are subject to inspection by the U.S.
Coast Guard for compliance with SOLAS, by the U.S. Public Health Service for
sanitary standards, and by other agencies such as the U.S. Customs and Border
Patrol, with regard to customs and immigration. Our ships are also subject to
similar inspections pursuant to the laws and regulations of various other
countries our ships visit.

Finally, our ships that call on U.S. ports are also subject to various
security requirements, including, but not limited to, The Maritime
Transportation Security Act of 2002 ("MTSA"), SOLAS and the International Ship
and Port Facility Security Code ("ISPS Code"). Among other things, these
regulations require certain vessel owners to implement security measures,
conduct vessel security assessments, and develop security plans. Under these
requirements, we have prepared and submitted security plans for all our ships to
their respective country of registry, and International Ship Security
Certificates have been issued demonstrating compliance with the ISPS Code. In
addition, the MTSA regulations establish Area Maritime Security requirements for
geographic port areas that provide authority for the U.S. Coast Guard to
implement operational and physical security measures on a port area basis that
could affect our operation in those areas.

We believe that health, safety and security issues will continue to be an
area of focus by relevant government authorities in the U.S., the European Union
and elsewhere. Resulting legislation or regulations, or changes in existing
legislation or regulations, could impact our operations and would likely subject
us to increasing compliance costs in the future.

B. Permits for Glacier Bay, Alaska

In connection with certain of our Alaska cruise operations, Holland
America Line, Princess Cruises and Carnival Cruise Lines rely on concession
permits from the U.S. National Park Service to operate their cruise ships in
Glacier Bay National Park and Preserve. Such permits must be periodically
renewed and there can be no assurance that they will continue to be renewed or
that regulations relating to the renewal of such permits, including preference
or historical rights, will remain unchanged in the future.

C. Alaska Environmental Regulations

The State of Alaska enacted legislation which prohibits certain discharges
in designated Alaska waters, ports or near shorelines and requires that certain
discharges be monitored to verify compliance with the standards established by
the legislation. Both the state and federal environmental regime in Alaska is
more stringent than the federal regime under the Federal Water Pollution Control
Act with regard to discharge from vessels. The legislation also provides that
repeat violators of the regulations could be prohibited from operating in
Alaskan waters.

D. Other Environmental, Health and Safety Matters

We are subject to various international, national, state and local
environmental protection and health and safety laws, regulations and treaties
that govern, among other things, air emissions, employee health and safety,
waste discharge, water management and disposal, and storage, handling, use and
disposal of hazardous substances, such as

chemicals, solvents, paints and asbestos. We are committed to helping to
conserve the natural environment, not only because of the existing regulations,
but because a pristine environment is one of the key elements that bring our
guests on board our ships.

In particular, in the U.S., the Act to Prevent Pollution from Ships,
implementing the International Convention for the Prevention of Pollution from
Ships, provides for severe civil and criminal penalties related to
ship-generated pollution for incidents in U.S. waters within three nautical
miles and in some cases in the 200-mile exclusive economic zone.

Furthermore, in the U.S., the Oil Pollution Act of 1990 (the "OPA")
provides for strict liability for water pollution, such as oil pollution or
threatened oil pollution incidents in the 200-mile exclusive economic zone of
the U.S., subject to monetary limits. These monetary limits do not apply,
however, where the discharge is proximately caused by the gross negligence or
willful misconduct or the violation of an applicable safety, construction, or
operating regulation by a responsible party; or the responsible party fails or
refuses to: report the incident as required by law, provide all reasonable
cooperation and assistance in connection with removal operations, or without
sufficient cause, comply with an order issued by the federal on-scene
coordinator. Pursuant to the OPA, in order for us to operate in U.S. waters, we
are also required to obtain Certificates of Financial Responsibility from the
U.S. Coast Guard for each of our ships. These certificates demonstrate our
ability to meet removal costs and damages related to water pollution, such as
for an oil spill or a release of a hazardous substance, up to our ship's
statutory liability limit.

In addition, most U.S. states that border a navigable waterway or seacoast
have enacted environmental pollution laws that impose strict liability on a
person for removal costs and damages resulting from a discharge of oil or a
release of a hazardous substance. These laws may be more stringent than U.S.
federal law and in some cases have no statutory limits of liability.

Furthermore, many countries have ratified and adopted IMO Conventions
which, among other things, impose liability for pollution damage, subject to
defenses and to monetary limits, which monetary limits do not apply where the
spill is caused by the owner's actual fault or by the owner's intentional or
reckless conduct. In jurisdictions that have not adopted the IMO Conventions,
various national, regional or local laws and regulations have been established
to address oil pollution.

Limitations on the sulphur content of fuel are part of new regulations
approved by the International Convention for the Prevention of Pollution from
Ships Annex VI ("MARPOL Annex VI"). It applies to vessels of 400 gross tons or
above engaged in international voyages. Ships must carry an International Air
Pollution Prevention Certificate issued by its flag state indicating that it is
operating in compliance with MARPOL Annex VI. These certificates are required to
be issued during the three-year period ending in May 2008. Among other things,
MARPOL Annex VI establishes a limit on the sulphur content of fuel oil and calls
on the IMO to monitor the worldwide average sulphur content of fuel oil supplied
for use aboard vessels. In addition, MARPOL Annex VI provides for special "Sox
Emission Control Areas" to be established with more stringent limitations on
sulphur emissions. Compliance with MARPOL and other European Union ("EU")
regulations may increase our operating costs, including the cost of fuel,
beginning in May 2006 for ships operating in the Baltic Sea and August 2007 for
ships operating in the North Sea and the English Channel.

If we violate or fail to comply with environmental laws, regulations or
treaties, we could be fined or otherwise sanctioned by regulators. We have made,
and will continue to make, capital and other expenditures to comply with
environmental laws and regulations.

The International Organization for Standardization ("ISO") is an
international standard-setting body, which produces worldwide industrial and
commercial standards. ISO 14001 is one of the series of ISO 14000 environmental
management standards that were developed to help organizations manage their
processes, products and services to minimize environmental impacts. ISO 14001
presents a structured approach to setting environmental objectives and targets,
and provides a framework for any organization to apply these broad conceptual
tools to their own processes. We are developing and implementing environmental
management systems based on ISO 14001 in each of our cruise lines with the aim
of achieving ISO 14001 certification in 2006. Costa has already successfully
achieved ISO 14001 certification.

From time to time, environmental, health and safety regulators consider
more stringent regulations which may affect our operations and increase our
compliance costs. As evidenced from the preceding paragraphs, the cruise
industry is affected by a substantial amount of environmental rules and
regulations. We believe that the impact of cruise ships on the global
environment will continue to be an area of focus by the relevant authorities
throughout the world and, accordingly, this will likely subject us to increasing
compliance costs in the future.

See Part 1, Item 1A. "Risk Factors" for additional discussion of our
environmental risks.

E. Consumer Regulations

Our ships that call on U.S. ports are regulated by the Federal Maritime
Commission referred to as the "FMC". Public Law 89-777, which is administered by
the FMC, requires most cruise line operators to establish financial
responsibility for their liability to passengers for non-performance of
transportation, as well as casualty and personal injury. The FMC's regulations
require that a cruise line demonstrate its financial responsibility for
non-performance of transportation through a guarantee, escrow arrangement,
surety bond or insurance. Currently, the amount required must equal 110% of the
cruise line's highest amount of customer deposits over a two-year period, up to
a maximum coverage level of $15 million. See Part 1, Item 1. Business, E. -
"Insurance - Other Insurance" for additional discussion.

In the UK, we are required to bond and obtain licenses from various
organizations in connection with the conduct of our business and our ability to
meet liability in the event of non-performance of obligations to consumers.
These organizations include the Passenger Shipping Association and the Civil
Aviation Authority. See Part 1, Item 1. Business, E. - "Insurance-Other
Insurance" for additional discussion.

We are also required by German law to obtain a guarantee from a reputable
insurance company to ensure that, in case of insolvency, our customers will be
refunded any monies they have paid on account of a booking and, in addition,
that they will be repatriated without additional cost if insolvency occurs after
a cruise starts. In addition, in Australia, we are a member of the Travel
Compensation Fund which provides compensation, as a last resort, to consumers
who suffer losses in their dealings with travel agents. Finally, other
jurisdictions, including Argentina and Brazil, require the establishment of
financial responsibility for passengers from their jurisdictions.

We believe we have all material licenses to conduct our business. From
time to time, various other regulatory and legislative changes may be proposed
or adopted that could have an effect on the cruise industry, in general, and our
business, in particular. See Part I, Item 1A. "Risk Factors" for a discussion of
other regulations which impact us.

XVI. Financial Information

For financial information about our cruise reporting segment and
geographic information with respect to each of the three years in the period
ended November 30, 2005, see Note 12, "Segment Information" to our Consolidated
Financial Statements in Exhibit 13 to this joint Annual Report on Form 10-K.

C. Employees

Our shoreside operations have approximately 9,500 full-time and 4,200
part-time/ seasonal employees. We also employ approximately 57,500 officers,
crew and staff onboard our 79 ships at any one time. Due to the highly seasonal
nature of our Alaskan and Canadian operations, Holland America Tours and
Princess Tours increase their work force during the late spring and summer
months in connection with the Alaskan cruise season, employing additional
seasonal personnel, which have been included above. We have entered into
agreements with unions covering certain employees in our hotel, motorcoach and
ship operations. We consider our employee and union relations generally to be
good.

We source our shipboard officers primarily from Italy, the UK, Holland,
Germany and Norway. The remaining crew positions are manned by persons from
around the world. We utilize various manning agencies in many countries and
regions to help secure our shipboard employees.

D. Suppliers

Our largest purchases are for travel agency services, fuel, advertising,
food and beverages, hotel and restaurant supplies and products, airfare, repairs
and maintenance and dry-docking, port facility utilization, communication
services and for the construction of our ships. Although we utilize a select
number of suppliers for most of our food and beverages and hotel and restaurant
supplies and products, most of these items are available from numerous sources
at competitive prices. The use of a select number of suppliers enables us to,
among other things, obtain volume discounts. We purchase fuel and port facility
services at some of our ports of call from a limited number of suppliers. In
addition, we perform our major dry-dock and ship improvement work at dry-dock
facilities in the Bahamas, British Columbia, Canada, the Caribbean, Europe and
the U.S. Finally, as of January 30, 2006, we have agreements in place for the
construction of 16 cruise ships by two shipyards. We believe there are
sufficient dry-dock and shipbuilding facilities to meet our anticipated
requirements.

E. Insurance

General

We maintain insurance to cover a number of risks associated with owning
and operating vessels in international trade. All such insurance policies are
subject to coverage limits, exclusions and deductible levels. Insurance premium
increases are dependent on our own loss experience and the general premium
requirements of our underwriters. No assurance can be given that affordable and
viable direct and reinsurance markets will be available to us in the future. We
maintain certain levels of self-insurance for the below-mentioned risks, which
may increase in the future to mitigate premium increases. We do not carry
coverage related to loss of earnings or revenues for our ships.

Protection and Indemnity ("P&I") Coverage

Third-party liabilities in connection with our cruise activities are
covered by entry in P&I clubs, which are mutual indemnity associations owned by
ship owners. Our vessels are entered in three P&I clubs as follows: The West of
England Ship Owners Mutual Insurance Association (Luxembourg), The Steamship
Mutual Underwriting Association (Bermuda) Limited and the United Kingdom Mutual
Steam Ship Assurance Association (Bermuda) Limited. The P&I clubs in which we
participate are part of a worldwide group of P&I clubs, known as the
International Group of P&I Clubs (the "IG"). The IG insures directly, and
through reinsurance markets, a large portion of the world's shipping fleets.
Coverage is subject to the P&I clubs' rules and the limit of coverage is
determined by the IG. P&I coverage includes legal, statutory or pre-approved
contract liabilities and other expenses related to crew, passengers and other
third parties. This coverage also includes shipwreck removal, pollution and
damage to third party property.

Hull and Machinery Insurance

We maintain insurance on the hull and machinery of each of our ships in
amounts equal to the estimated market value of each ship. The coverage for hull
and machinery is provided by international marine insurance carriers. Most
insurance underwriters make it a condition for insurance coverage that a ship be
certified as "in class" by a classification society that is a member of the
International Association of Classification Societies ("IACS"). All of our ships
are currently certified as in class with an IACS member. These certifications
have either been issued or endorsed within the last twelve months.

War Risk Insurance

We maintain war risk insurance, subject to coverage limits and exclusions
for claims such as those arising from chemical and biological attacks, on all of
our ships covering our legal liability to crew, passengers and other third
parties arising from war or war-like actions, including terrorist risks. This
coverage is provided by international marine insurance carriers. Due primarily
to its high cost, we only carry war risk insurance coverage for physical damage
to 43 of our 79 ships, which includes terrorist risks. The remaining 36 ships in
the fleet do not have war risk coverage for physical damage. Under the terms of
our war risk insurance coverage, which is typical for war risk policies in the
marine industry, underwriters can give seven days notice to the insured that the
liability and physical damage policies can be cancelled. In addition, the policy
can be reinstated at different premium rates. This gives underwriters the
ability to increase our premiums following events that they determine have
increased their risk. No assurance can be given that affordable and viable
direct and reinsurance markets will be available to us in the

future for war risk insurance. See Note 8, "Contingencies" to our Consolidated
Financial Statements in Exhibit 13 to this joint Annual Report on Form 10-K.

Other Insurance

As required by the FMC, we maintain performance bonds or bank guarantees
in the aggregate amount of $105 million for ships operated by our brands which
embark passengers in U.S. ports, to cover passenger ticket liabilities in the
event of a cancelled or interrupted cruise. We also maintain other performance
bonds or guarantees as required by various U.S. and foreign authorities that
regulate certain of our operations in their jurisdictions; the most significant
of which are required by the UK Passenger Shipping Association and the UK Civil
Aviation Authority and total approximately 74 million sterling ($128 million
U.S. dollars at November 30, 2005 exchange rate) and 46 million sterling ($80
million U.S. dollars at the November 30, 2005 exchange rate), respectively, to
cover our brands' UK passenger and air ticket deposit liabilities.

We maintain standard property and casualty insurance policies to cover
shoreside assets and liabilities to third parties, including our tour business
and port facility assets, as well as appropriate workers' compensation policies.
We also maintain business interruption insurance for Holland America Tour and
Princess Tour hotel properties and our Cozumel, Mexico port retail facilities,
which are also subject to deductibles.

The Athens Convention

Current conventions generally in force applying to passenger ships are the
Athens Convention relating to the Carriage of Passengers and their Luggage by
Sea (1974), the 1976 Protocol to the Athens Convention and the Convention on
Limitation of Liability for Maritime Claims (1976). The U.S. has not ratified
any Athens Convention Protocol. However, vessels flying the flag of a country
that has ratified it may contractually enforce the 1976 Athens Convention
Protocol for cruises that do not call at a U.S. port.

The IMO Diplomatic Conference agreed to a new protocol to the Athens
Convention on November 1, 2002. The new protocol, which has not yet been
ratified, substantially increases the minimum level of compulsory insurance
which must be maintained by passenger ship operators and provides a direct
action provision, which will allow claimants to proceed directly against
insurers. This new protocol requires passenger ship operators to maintain
insurance or some other form of financial security, such as a guarantee from a
bank, to cover the limits of strict liability under the Athens Convention with
regards to the death or personal injury of passengers. The timing of the
ratification of this new protocol, if obtained at all, is unknown. No assurance
can be given that affordable and viable direct and reinsurance markets will be
available to provide the level of coverage required under the new protocol. If
the new protocol is ratified, we expect insurance costs could increase.

F. Trademarks and Other Intellectual Property

We own and have registered numerous trademarks and have also registered
various domain names, which we believe are widely recognized throughout the
world and have considerable value. These trademarks include the names of our
cruise lines, each of which we believe is a widely-recognized brand name in the
cruise vacation industry, as well as "World's Leading Cruise Lines." We have a
license to use the P&O name, the P&O flag and other relevant trademarks and
domain names in relation to cruises and related activities. Finally, we also
have a license to use the "Love Boat" name and related marks. See Note 2,
"Trademarks" to our Consolidated Financial Statements in Exhibit 13 to this
joint Annual Report on Form 10-K.

G. Taxation

U.S. Federal Income Tax

We are a foreign corporation engaged in a trade or business in the U.S.,
and our ship-owning subsidiaries are foreign corporations that, in many cases,
depending upon the itineraries of their ships, receive income from sources
within the U.S. for U.S. federal income tax purposes. To the best of our
knowledge, we believe that, under Section 883 of the Internal Revenue Code and
applicable income tax treaties, our income and the income of our ship-owning
subsidiaries, in each case derived from or incidental to the international
operation of a ship or ships, is currently exempt from U.S. federal income tax.
This exempt income does not include our U.S. source income, principally from the
transportation,

hotel and tour businesses of Holland America Tours and Princess Tours, and,
beginning with the year ended November 30, 2005, the items listed in the
regulations under Section 883 that the Internal Revenue Service does not
consider to be incidental to ship operations. Among the items that are
identified in the regulations as not incidental to ship operations are income
from the sale of air transportation, shore excursions and pre- and post cruise
land packages. In addition, during 2005, we chartered three vessels to the
Military Sealift Command in connection with the Hurricane Katrina relief effort.
Income from these charters is not considered to be income from the international
operation of our ships and, accordingly, income taxes will be assessed on the
net earnings of these charters.

The following summary of the application of the principal U.S. federal
income tax laws to us is based upon existing U.S. federal income tax law,
including the Internal Revenue Code, proposed, temporary and final U.S. Treasury
regulations, certain current income tax treaties, administrative pronouncements
and judicial decisions, as currently in effect, all of which are subject to
change, possibly with retroactive effect.

Application of Section 883 of the Internal Revenue Code

In general, under Section 883, certain non-U.S. corporations are not
subject to U.S. federal income tax or branch profits tax on U.S. source income
derived from, or incidental to, the international operation of a ship or ships.
Effective for our year ended November 30, 2005, regulations provide, in general,
that a foreign corporation will qualify for the benefits of Section 883 if, in
relevant part, (i) the foreign country in which the foreign corporation is
organized grants an equivalent exemption to corporations organized in the U.S.
and (ii) the foreign corporation meets the publicly-traded test described below.
In addition, to the extent a foreign corporation's shares are owned by a direct
or indirect parent corporation which itself meets the publicly-traded test, then
in analyzing the stock ownership test with respect to such subsidiary, stock
owned directly or indirectly by such parent corporation will be deemed owned by
individuals resident in the country of incorporation of such parent corporation.

A company whose shares are considered to be "primarily and regularly
traded on an established securities market" in the U.S. or another qualifying
jurisdiction will meet the publicly-traded test (the "publicly-traded test").
Stock will be considered "primarily traded" on one or more established
securities markets if, with respect to each class of stock of the particular
corporation, the number of shares in each such class that are traded during a
taxable year on any such market exceeds the number of shares in each such class
traded during that year on any other established securities market. Stock of a
corporation will generally be considered "regularly traded" on one or more
established securities markets under the regulations if (i) one or more classes
of stock of the corporation that, in the aggregate, represent more than 50% of
the total combined voting power of all classes of stock of such corporation
entitled to vote and of the total value of the stock of such corporation are
listed on such market; and (ii) with respect to each class relied on to meet the
more than 50% requirement in (i) above, (x) trades in each such class are
effected, other than in de minimis quantities, on such market on at least 60
days during the taxable year, and (y) the aggregate number of shares in each
such class of the stock that are traded on such market during the taxable year
is at least 10% of the average number of shares of the stock outstanding in that
class during the taxable year. A class of stock that otherwise meets the
requirements outlined in the preceding sentence is not treated as meeting such
requirements for a taxable year if, at any time during the taxable year, one or
more persons who own, actually or constructively, at least 5% of the vote and
value of the outstanding shares of the class of stock, own, in the aggregate,
50% or more of the vote and value of the outstanding shares of the class of
stock (the "5% Override Rule"). However, the 5% Override Rule does not apply (a)
where the foreign corporation establishes that Qualified Shareholders own
sufficient shares of the closely-held block of stock to preclude non-Qualified
Shareholders of the closely-held block of stock from owning 50% or more of the
total value of the class of stock for more than half of the taxable year; or (b)
to certain investment companies provided that no person owns, directly or
through attribution, both 5% or more of the value of the outstanding interests
in such investment company and 5% or more of the value of the shares of the
class of stock of the foreign corporation.

We believe that Carnival Corporation currently qualifies as a publicly
traded corporation under the regulations and substantially all of its income,
with the exceptions noted above, will continue to be exempt from U.S. federal
income taxes. However, because various members of the Arison family and trusts
established for their benefit currently own approximately 36% of Carnival
Corporation shares, there is the potential that additional shareholders could
acquire 5% or more of its shares, which could result in Carnival Corporation
being considered closely held, and thus jeopardize its qualification as a

publicly traded corporation. If, in the future, Carnival Corporation were to
fail to qualify as a publicly traded corporation, it and all of its ship-owning
or operating subsidiaries that rely on Section 883 for exempting cruise
operations income would be subject to U.S. federal income tax on their U.S.
source cruise operation income. In such event, the net income of Carnival
Corporation's ship-owning or operating subsidiaries would be materially reduced.

As a precautionary matter, Carnival Corporation amended its articles of
incorporation in fiscal 2000 to ensure that it would continue to qualify as a
publicly traded corporation under these regulations when they were originally
proposed. As applied to Carnival Corporation, the final regulations are
substantially the same as the proposed regulations. This amendment provides that
no one person or group of related persons, other than certain members of the
Arison family and trusts established for their benefit, may own or be deemed to
own by virtue of the attribution provisions of the Internal Revenue Code more
than 4.9% of Carnival Corporation shares, whether measured by vote, value or
number of shares. Any Carnival Corporation shares acquired in violation of this
provision will be transferred to a trust and, at the direction of its board of
directors, sold to a person whose shareholding does not violate that provision.
No profit for the purported transferee may be realized from any such sale. In
addition, under specified circumstances, the trust may transfer the common stock
at a loss to the purported transferee. Because certain of Carnival Corporation
notes are convertible into its shares, the transfer of these notes are subject
to similar restrictions. These transfer restrictions may also have the effect of
delaying or preventing a change in control or other transactions in which the
shareholders might receive a premium for Carnival Corporation shares over the
then prevailing market price or which the shareholders might believe to be
otherwise in their best interest.

Although the above represents our interpretation of this Internal Revenue
Code provision and the U.S. Treasury regulations, the Internal Revenue Service's
interpretation of these provisions could differ materially. In addition, the
provisions of Section 883 are subject to change at any time by legislation.
Moreover, changes could occur in the future with respect to the trading volume
or trading frequency of Carnival Corporation shares or with respect to the
identity, residence, or holdings of Carnival Corporation's direct or indirect
shareholders that could affect Carnival Corporation's and its subsidiaries
eligibility for the Section 883 exemption. Accordingly, although we believe it
is unlikely, it is possible that Carnival Corporation and its ship-owning or
operating subsidiaries' whose tax exemption is based on Section 883 could lose
this exemption. If Carnival Corporation and/or its ship-owning or operating
subsidiaries were not entitled to the benefit of Section 883, Carnival
Corporation and/or its ship-owning or operating subsidiaries would be subject to
U.S. federal income taxation on a portion of our income.

Exemption Under Applicable Income Tax Treaties

We believe that the income of some of Carnival Corporation's ship-owning
subsidiaries and the U.S. source shipping income from Carnival plc and its UK
and Italian resident subsidiaries currently qualify for exemption from U.S.
federal income tax under applicable bilateral U.S. income tax treaties. There
is, however, no authority that directly addresses the effect, if any, of DLC
arrangements on the availability of benefits under the treaties and,
consequently, the matter is not free from doubt. These treaties may be abrogated
by either applicable country, replaced or modified with new agreements that
treat shipping income differently than under the agreements currently in force.
If any of our subsidiaries that currently claim exemption from U.S. income
taxation on their U.S. source shipping income under an applicable treaty do not
qualify for benefits under the existing treaties, or if the existing treaties
are abrogated, replaced or materially modified in a manner adverse to our
interests and, with respect to U.S. federal income tax only, if any such
subsidiary does not qualify for Section 883 exemption, such ship-owning or
operating subsidiary may be subject to U.S. federal income taxation on a portion
of its income, which would reduce our net income.

Taxation in the Absence of an Exemption under Section 883 or any
Applicable U.S. Income Tax Treaty

Shipping income that is attributable to transportation of passengers which
begins or ends in the U.S. is considered to be 50% derived from U.S. sources.
Shipping income that is attributable to transportation of passengers which
begins and ends in foreign countries is considered 100% derived from foreign
sources. Shipping income that is attributable to the transportation of
passengers which begins and ends in the U.S. without stopping at an intermediate
foreign port is considered to be 100% derived from U.S. sources.

The legislative history of the transportation income source rules suggests
that a cruise that begins and ends in a U.S. port, but that calls on more than
one foreign port, will derive U.S. source income only from the first and last
legs of the cruise. Because there are no regulations or other Internal Revenue
Service interpretations of these rules, the applicability of the transportation
income source rules in the aforesaid manner is not free from doubt.

In the absence of an exemption under Section 883 or any applicable U.S.
income tax treaty, as appropriate, we and/or our subsidiaries would be subject
to either the net income and branch profits tax regimes of Section 882 and
Section 884 of the Internal Revenue Code (the "net tax regime") or the four
percent of gross income tax regime of Section 887 of the Internal Revenue Code
(the "four percent tax regime").

Where the relevant foreign corporation has, or is considered to have, a
fixed place of business in the U.S. that is involved in the earning of U.S.
source shipping income and substantially all of this shipping income is
attributable to regularly scheduled transportation, the net tax regime is
applicable. If the foreign corporation does not have a fixed place of business
in the U.S. or substantially all of its income is not derived from regularly
scheduled transportation, the four percent tax regime will apply.

The net tax regime should be the tax regime applied to Carnival
Corporation in the absence of an exemption under Section 883. Under the net tax
regime, U.S. source shipping income, net of applicable deductions, would be
subject to a corporate tax of up to 35% and the net after-tax income would be
potentially subject to a further branch tax of 30%. In addition, interest paid
by the corporations, if any, would generally be subject to a branch interest
tax.

The four percent tax regime should be the tax regime applicable to our
vessel owning subsidiaries based outside the United States, in the absence of an
exemption under Section 883 or any applicable U.S. income tax treaty. Under the
four percent tax regime, gross U.S. source shipping income would be subject to a
four percent tax, without the benefit of deductions.

UK Income Tax

Cunard, Ocean Village, P&O Cruises, P&O Cruises Australia and Swan
Hellenic are all strategically and commercially managed in the UK and have
elected to enter the UK tonnage tax regime. Companies to which the tonnage tax
regime applies pay corporation tax on profit calculated by reference to the net
tonnage of qualifying vessels. UK corporation tax is not chargeable under normal
UK tax rules on such companies' relevant shipping profits. For a company to be
eligible for the regime, it must be subject to UK corporation tax and, among
other matters, operate qualifying ships that are strategically and commercially
managed in the UK. There is also a seafarer training requirement to which the
tonnage tax companies are subject.

Profits which are excluded from normal corporation tax include income
which is defined as relevant shipping income. Relevant shipping income includes
income from the operation of qualifying ships and broadly from shipping related
activities. It also includes dividends from foreign companies, which are subject
to a tax on profits in their country of residence or elsewhere and the
activities of which broadly would qualify in full for the UK tonnage tax regime
if they were UK resident. In addition, more than 50 percent of the voting power
in the foreign company must be held by one or more companies resident in a EU
member state.

Our UK non-shipping activities that do not qualify under the UK tonnage
tax regime, which are not forecast to be significant, remain subject to normal
UK corporation tax.

Italian and German Income Tax

In November 2004, the German brand of Carnival plc, AIDA, became a
division of Costa. From the date of this change, AIDA's income is subject to
Italian income tax. The majority of the profits earned by our German brands are
exempt from German corporation taxes by virtue of the Italy/Germany double tax
treaty.

During the 2005 third quarter, Costa elected to enter into the Italian
Tonnage Tax regime, effective for its 2005 fiscal year, and for the following
nine years. This regime will tax Costa's and AIDA's shipping profits, as
defined, calculated by reference to the net tonnage of its qualifying vessels.
However, income not considered to be shipping profits for Italian Tonnage Tax
purposes will be taxed under Costa's and AIDA's current tax

regime for its Italian-registered ships, which results in a tax of approximately
6.6% on these non-tonnage tax profits.

Australian Income Tax

P&O Cruises Australia is a division of Carnival plc, and the income from
this operation, is subject to UK tonnage tax as discussed above. The majority of
this operation's profits are exempt from Australian corporation taxes by virtue
of the UK/Australian double tax treaty.

H. Website Access to Carnival Corporation & plc SEC Reports

We make available, free of charge, access to our joint Annual Report on
Form 10-K, joint Quarterly Reports on Form 10-Q, joint Current Reports on Form
8-K, Section 16 filings and all amendments to those reports as soon as
reasonably practicable after such reports are electronically filed with or
furnished to the SEC through our home pages at www.carnivalcorp.com and
www.carnivalplc.com.

Item 1A. Risk Factors.

You should carefully consider the specific risk factors set forth below,
as well as the other information contained or incorporated by reference in this
joint Annual Report on Form 10-K, as these are important factors, among others,
that could cause our actual results to differ from our expected or historical
results. Some of the statements in this section and elsewhere in this joint
Annual Report on Form 10-K are "forward-looking statements." For a discussion of
those statements and of other factors to consider see the "Cautionary Note
Concerning Factors That May Affect Future Results" section below.

(1) We may lose business to competitors throughout the vacation market.

We face significant competition from other cruise lines, both on the basis
of cruise pricing and also in terms of the types of ships, services and
destinations we offer to cruise passengers. In addition, we may need to enhance
our older ships with current amenities in order for those ships to be more
competitive with other cruise ships. Our principal competitors include the
companies listed in this joint Annual Report on Form 10-K under Part 1, Item 1.
Business, B. - "Cruise Operations - Competition."

However, we operate in the vacation market, and cruising is only one of
many alternatives for people choosing a vacation. We therefore risk losing
business not only to other cruise lines, but also to other vacation operators
that provide other travel and leisure options, including hotels, resorts and
package holidays and tours.

In the event that we do not compete effectively with other cruise
companies and other vacation alternatives, our results of operations and
financial condition could be adversely affected.

(2) The international political and economic climate and other world
events affecting safety and security could adversely affect the
demand for cruises and could harm our future sales and
profitability.

Demand for cruises and other vacation options has been, and is expected to
continue to be, affected by the public's attitude towards the safety of travel,
the international political climate and the political climate of destination
countries. Events such as the terrorist attacks in the U.S. on September 11,
2001 and the threats of additional attacks in the U.S. and elsewhere, concerns
of an outbreak of additional hostilities and national government travel
advisories, together with the resulting political instability and concerns over
safety and security aspects of traveling, have had a significant adverse impact
on demand and pricing in the travel and vacation industry and may continue to do
so in the future. Demand for cruises is also likely to be increasingly dependent
on the underlying economic strength of the countries from which cruise companies
source their passengers. Economic or political changes that reduce disposable
income or consumer confidence in the countries from which we source our
passengers may affect demand for vacations, including cruise vacations, which
are a discretionary purchase. Decreases in demand could lead to price
discounting which, in turn, could reduce the profitability of our business.

(3) Overcapacity within the cruise and land-based vacation industry
could have a negative impact on net revenue yields and increase
operating costs, thus resulting in ship, goodwill and/or trademark
asset impairments, all of which

could adversely affect profitability.

Cruising capacity has grown in recent years and we expect it to continue
to increase over the next five years as all of the major cruise vacation
companies are expected to introduce new ships. In order to utilize new capacity,
the cruise vacation industry will probably need to increase its share of the
overall vacation market. The overall vacation market is also facing increases in
land-based vacation capacity, which also will impact us. Failure to increase our
share of the overall vacation market is one of a number of factors that could
have a negative impact on our net revenue yields. In some prior years, our net
revenue yields were negatively impacted as a result of a variety of factors,
including capacity increases. Should net revenue yields be negatively impacted,
our results of operations and financial condition could be adversely affected,
including the impairment of the value of our ships, goodwill and/or trademark
assets. In addition, increased cruise capacity could impact our ability to
retain and attract qualified crew at competitive costs and, therefore, increase
our shipboard employee costs.

(4) Our future operating cash flow may not be sufficient to fund future
obligations, and we may not be able to obtain additional financing,
if necessary, at a cost that is favorable or that meets our
expectations.

Our forecasted cash flow from future operations may be adversely affected
by various factors, including, but not limited to, declines in customer demand,
increased competition, overcapacity, the deterioration in general economic and
business conditions, terrorist attacks, ship accidents and other incidents,
adverse publicity and increases in fuel prices, as well as other factors noted
under these "Risk Factors" and under the "Cautionary Note Concerning Factors
That May Affect Future Results" section below. To the extent that we are
required, or choose, to fund future cash requirements, including future
shipbuilding commitments, from sources other than cash flow from operations,
cash on hand and current external sources of liquidity, including committed
financings, we will have to secure such financing from banks or through the
offering of debt and/or equity securities in the public or private markets.

Our access to, and the cost of, financing will depend on, among other
things, the maintenance of strong long-term credit ratings. Carnival Corporation
and Carnival plc's senior, unsecured long-term debt ratings are "A3" by Moody's,
"A-" by Standard & Poor's and "A-" by Fitch Ratings. Carnival Corporation's
short-term corporate credit ratings are "Prime-2" by Moody's, "A-2" by Standard
& Poor's and "F2" by Fitch Ratings.

(5) Accidents and other incidents, unusual weather conditions or adverse
publicity concerning the cruise industry or us could affect our
reputation and harm our future sales and profitability.

The operation of cruise ships involves the risk of accidents, passenger
and crew illnesses, mechanical failures and other incidents at sea or while in
port, which may bring into question passenger safety, health, security and
vacation satisfaction, and thereby adversely effect future industry performance,
sales and profitability. In addition, our cruises and port facilities may be
impacted by unusual weather patterns or natural disasters, such as hurricanes
and earthquakes. For example, Hurricane Wilma caused the temporary closing of
cruise ports in South Florida and also destroyed our pier facility in Cozumel,
Mexico. It is possible that we could be forced to alter itineraries or cancel a
cruise or a series of cruises due to these factors, which would have an adverse
affect on sales and profitability. In addition, adverse publicity concerning the
vacation industry in general or the cruise industry or us in particular could
affect our reputation and impact demand and, consequently, have an adverse
affect on our profitability.

(6) We are subject to many economic and political factors that are
beyond our control, which could result in increases in our
operating, financing and tax costs.

Some of our operating costs, including fuel, food, insurance, payroll and
security costs, are subject to increases because of market forces, economic or
political instability or decisions beyond our control. In addition, interest
rates, currency fluctuations and our ability to obtain debt or equity financing
are dependent on many economic and political factors. Actions by U.S. and
non-U.S. taxing jurisdictions could also cause an increase in our costs.

Recently, the State of Alaska determined that an Initiative Petition (the
"Initiative") to, among other things, impose a tax on cruise passengers sailing
in Alaskan waters had sufficient signatures to qualify for the August, 2006
statewide primary election ballot. If the Initiative is approved by the voters,
it would

likely take effect in 2007. The Initiative would impose a $46 per passenger tax
on cruise passengers aboard vessels with at least 250 berths, an additional fee
of $4 per passenger for an Ocean Ranger program, remove the exemption from
Alaska corporate income taxes for commercial passenger vessels and assess a 33%
tax on income from onboard gambling. The Initiative would also impose a number
of other regulations, reporting and operational requirements on cruise vessel
operators. Some or all of these provisions may be subject to legal challenges if
the Initiative is approved.

Separately, two bills have been introduced for consideration in the Alaska
Legislature. No action was taken on either of these bills. The legislature has
until the end of the 2006 session to consider these bills. One bill would impose
taxes of $50 per cruise passenger and the other bill proposes a tax of $75 per
passenger. Similar legislation has been proposed in Alaska in the past and has
not been approved. Both measures raise legal questions and it is uncertain
whether either bill will be passed in its current form.

It is expected that any proposed passenger taxes, such as the Initiative
discussed above, would be directly charged to and collected from our guests.
However, if any of these taxes are enacted, it is likely that we would consider
reducing the number of our ships that offer Alaskan cruises, in order to reduce
the adverse impact of these taxes on our net income. The ultimate outcomes of
these Alaskan matters cannot be determined at this time.

Increases in operating, financing and tax costs could adversely affect our
results because we may not be able to recover these increased costs through
price increases of our cruise vacations.

(7) Environmental legislation and regulations could affect operations
and increase our operating costs.

Some environmental groups have lobbied for more stringent regulation of
cruise ships. Some groups have also generated negative publicity about the
cruise industry and its environmental impact. The U.S. Congress, the
International Maritime Organization and the U.S. Environmental Protection Agency
periodically consider new laws and regulations to manage cruise ship pollution.
In addition, various other regulatory agencies in the States of Alaska,
California, Florida, Hawaii, Maine, Washington and elsewhere, including European
regulatory organizations, have enacted or are considering new regulations or
policies, which could adversely impact the cruise industry. See Part I, Item 1.
Business, B. - "Cruise Operations - Governmental Regulations" for additional
information.

In addition, pursuant to a settlement with the U.S. government in April
2002, Carnival Corporation pled guilty to certain environmental violations and
was fined. Carnival Corporation was also placed on probation for a term of five
years. Under the terms of the probation, any future violation of environmental
laws by Carnival Corporation may be deemed a violation of probation, which could
result in additional fines and other forms of relief.

Current and future environmental laws and regulations, or liabilities
arising from past or future releases of, or exposure to, hazardous substances or
to vessel discharges, could increase our cost of compliance or otherwise
materially adversely affect our business, results of operations and/or financial
condition.

(8) New regulations of health, safety, security and other regulatory
issues could increase our operating costs or negatively effect our
bookings and future net revenue yields and adversely affect net
income.

We are subject to various international, national, state and local health,
safety and security laws, regulations and treaties. See Part I, Item 1.
Business, B. - "Cruise Operations-Governmental Regulations" for a detailed
discussion of these regulatory issues.

We believe that health, safety, security and other regulatory issues will
continue to be areas of focus by relevant government authorities in the U.S.,
Europe and elsewhere. Resulting legislation or regulations, or changes in
existing legislation or regulations, could impact our operations and would
likely subject us to increasing compliance costs in the future.

Pursuant to the Western Hemisphere Travel Initiative, U.S. citizens will
be required to carry a passport for travel to or from certain countries/areas
that were previously exempt, such as the Caribbean, Canada and Mexico. The
regulations are currently scheduled to require all U.S. citizens that enter the
U.S. from these previously exempt locations by

air or sea to have a passport by December 31, 2006, and those citizens entering
at land border crossings will have to have a passport by December 31, 2007.

Since many cruise customers visiting these destinations may not currently
have passports, it is likely that this will have some negative effect on our
bookings and future net revenue yields when the regulations take effect. There
are a number of factors that could influence the ultimate impact of these
regulations, such as customer travel patterns, customer price sensitivity and
the cost and effectiveness of mitigating programs we and others have
established. However, although we cannot be certain, we do not currently expect
that these regulations will ultimately have a material adverse effect on our
operating results, as a significant portion of our revenues are derived from
cruises to destinations other than those mentioned above, a substantial portion
of our U.S. citizen customers already have passports and we expect a large
number of U.S. citizen travelers who do not have passports will obtain them.

(9) Delays in ship construction and problems encountered at shipyards
could reduce our profitability.

The construction of cruise ships is a complex process and involves risks
similar to those encountered in other sophisticated construction projects,
including delays in completion and delivery. In addition, industrial actions and
insolvency or financial problems of the shipyards building our ships could also
delay or prevent the delivery of our ships under construction. These events
could adversely affect our profitability. However, the impact from a delay in
delivery could be mitigated by contractual provisions and refund guarantees
obtained by us.

In addition, as of November 30, 2005, we had entered into foreign currency
swaps to fix the cost in dollars or sterling of three of our foreign currency
denominated shipbuilding contracts. If the shipyard with which we have
contracted is unable to perform under the related contracts, the foreign
currency swaps related to the shipyard's shipbuilding contracts would still have
to be honored. This might require us to realize a loss on existing foreign
currency swaps without having the ability to have an offsetting gain on our
foreign currency denominated shipbuilding contracts, thus resulting in an
adverse effect on our financial results.

(10) The lack of attractive port destinations for our cruise ships could
reduce our net revenue yields and net income.

We believe that attractive port destinations, including ports that are not
overly congested with tourists, are major reasons why our customers choose a
cruise versus an alternative vacation option. The availability of ports,
including the specific port facility at which our guests will embark and
disembark, is affected by a number of factors including, but not limited to,
existing capacity constraints, security concerns, unusual weather patterns and
natural disasters, financial limitations on port development, political
instability, exclusivity arrangements that ports may have with our competitors,
local governmental regulations and charges and local community concerns about
both port development and other adverse impacts on their communities from
additional tourists. The inability to continue to maintain and increase our
ports of call could adversely affect our net revenue yields and net income.

(11) The structure of the DLC transaction involves risks not associated
with the more common ways of combining the operations of two
companies, and these risks may have an adverse effect on the
economic performance of the companies and/or their respective share
prices.

The DLC structure is a relatively uncommon way of combining the management
and operations of two companies and it involves different issues and risks from
those associated with the other more common ways of effecting a business
combination, such as a merger or exchange offer to create a wholly owned
subsidiary. In the DLC transaction, the combination was effected primarily by
means of contracts between Carnival Corporation and Carnival plc and not by
operation of a statute or court order. The legal effect of these contractual
rights may be different from the legal effect of a merger or amalgamation under
statute or court order, and there may be difficulties in enforcing these
contractual rights. Shareholders and creditors of either company might challenge
the validity of the contracts or their lack of standing to enforce rights under
these contracts, and courts may interpret or enforce these contracts in a manner
inconsistent with the express provisions and intentions we included in such
contracts. In addition, shareholders and creditors of other companies might
successfully challenge other DLC structures and establish legal precedents that
could increase the risk of a successful challenge to the DLC transaction.

We are maintaining two separate public companies and comply with both Panamanian
corporate law and English company laws and different securities and other
regulatory and stock exchange requirements in the UK and the U.S. This structure
requires more administrative time and cost than was the case for each company
individually, which may have an adverse effect on our operating efficiency.

(12) Changes under the Internal Revenue Code, applicable U.S. income tax
treaties, and the uncertainty of the DLC structure under the
Internal Revenue Code may adversely affect the U.S. federal income
taxation of our U.S. source shipping income. In addition, changes in
the UK, Italian, German, Australian and other countries income tax
laws, regulations or treaties could also adversely affect our net
income.

We believe that substantially all of the U.S. source shipping income of
each of Carnival Corporation and Carnival plc qualifies for exemption from U.S.
federal income tax, either under (1) Section 883 of the Internal Revenue Code;
(2) U.S.-Italian income tax treaty; or (3) other applicable U.S. income tax
treaties, and should continue to so qualify under the DLC structure. There is,
however, no existing U.S. federal income tax authority that directly addresses
the tax consequences of implementation of a dual listed company structure for
purposes of Section 883 or any other provision of the Internal Revenue Code or
any income tax treaty and, consequently, these matters are not free from doubt.

As discussed above, if we did not qualify for exemption from U.S. federal
income taxes we would have higher income taxes and lower net income. Finally,
changes in the income tax laws affecting our cruise businesses in the UK, Italy,
Germany, Australia and elsewhere could result in higher income taxes being
levied on our cruise operations, thus resulting in lower net income.

See Part I, Item 1. Business, G. - "Taxation" for additional information.

(13) A small group of shareholders collectively owned, as of January 31,
2006, approximately 29% of the total combined voting power of our
outstanding shares and may be able to effectively control the
outcome of shareholder voting.

A group of shareholders, consisting of some members of the Arison family,
including Micky Arison, and trusts established for their benefit, beneficially
owned approximately 36% of the outstanding common stock of Carnival Corporation,
which shares represent sufficient shares entitled to constitute a quorum at
shareholder meetings and to cast approximately 29% of the total combined voting
power of Carnival Corporation & plc. Depending upon the nature and extent of the
shareholder vote, this group of shareholders may have the power to effectively
control, or at least to influence substantially, the outcome of certain
shareholder votes and, therefore, the corporate actions requiring such votes.

(14) Carnival Corporation and Carnival plc are not U.S. corporations, and
our shareholders may be subject to the uncertainties of a foreign
legal system in protecting their interests.

Carnival Corporation's corporate affairs are governed by its third amended
and restated articles of incorporation and amended and restated by-laws and by
the corporate laws of Panama. Carnival plc is governed by its articles of
association and memorandum of association and by the corporate laws of England
and Wales. The corporate laws of Panama and England and Wales may differ in some
respects from the corporate laws in the U.S.

(15) Provisions in Carnival Corporation's and Carnival plc's
constitutional documents may prevent or discourage takeovers and
business combinations that our shareholders might consider to be in
their best interests.

Carnival Corporation's amended articles of incorporation and by-laws and
Carnival plc's articles of association contain provisions that may delay, defer,
prevent or render more difficult a takeover attempt that our shareholders
consider to be in their best interests. For instance, these provisions may
prevent our shareholders from receiving a premium to the market price of our
shares offered by a bidder in a takeover context. Even in the absence of a
takeover attempt, the existence of these provisions may adversely affect the
prevailing market price of our shares if they are viewed as discouraging
takeover attempts in the future.

Specifically, Carnival Corporation's articles of incorporation contain
provisions that prevent third parties, other than the Arison family and trusts
established for their

benefit, from acquiring beneficial ownership of more than 4.9% of its
outstanding shares without the consent of Carnival Corporation's board of
directors and provide for the lapse of rights, and sale, of any shares acquired
in excess of that limit. The effect of these provisions may preclude third
parties from seeking to acquire a controlling interest in us in transactions
that shareholders might consider to be in their best interests and may prevent
them from receiving a premium above market price for their shares. For a
description of the reasons for the provisions see Part I, Item 1. Business, G. -
"Taxation- Application of Section 883 of the Internal Revenue Code."

Cautionary Note Concerning Factors That May Affect Future Results

Some of the statements contained in this joint Annual Report on Form 10-K
are "forward-looking statements" that involve risks, uncertainties and
assumptions with respect to us, including some statements concerning future
results, outlook, plans, goals and other events which have not yet occurred.
These statements are intended to qualify for the safe harbors from liability
provided by Section 27A of the U.S. Securities Act of 1933 and Section 21E of
the U.S. Securities Exchange Act of 1934. You can find many, but not all, of
these statements by looking for words like "will," "may," "believes," "expects,"
"anticipates," "forecast," "future," "intends," "plans," and "estimates" and for
similar expressions.

Because forward-looking statements involve risks and uncertainties, there
are many factors that could cause our actual results, performance or
achievements to differ materially from those expressed or implied in this joint
Annual Report on Form 10-K. Forward-looking statements include those statements
which may impact the forecasting of our earnings per share, net revenue yields,
booking levels, pricing, occupancy, operating, financing and/or tax costs, fuel
costs, cost per available lower berth day, estimates of ship depreciable lives
and/or residual values, outlook or business prospects.

Certain of our risks are identified in "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Cautionary Note
Concerning Factors That May Affect Future Results" in Exhibit 13 to this joint
Annual Report on Form 10-K and in this Item 1A. "Risk Factors." These sections
contain important cautionary statements and a discussion of many of the factors
that could materially affect the accuracy of our forward-looking statements
and/or adversely affect our business, results of operations and financial
position.

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 Annual Report on Form 10-K, 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.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Carnival Corporation and Carnival plc corporate headquarters and our
operating units' principal shoreside operations and headquarters are as follows:

Entity/Brand Location Square Footage Own/Lease
------------ -------- -------------- ---------

Carnival Corporation and
Carnival Cruise Lines Miami, FL U.S.A. 456,000/20,000 Own/Lease
Princess and Cunard Santa Clarita, CA U.S.A. 283,000 Lease
Holland America Line, Holland
America Tours, Princess Tours
and Windstar Seattle, WA U.S.A. 196,000/38,000 Lease/Own
Costa Genoa, Italy 162,000 Own
Art framing and warehouse and
Princess warehouse facilities Dania Beach and
Ft. Lauderdale,
Florida U.S.A. 152,000 Lease
P&O Cruises, Ocean Village,
Swan Hellenic, Cunard,
Carnival Corporation & plc's
Technical Services and UK
sales office Southampton, England 112,000 Lease
AIDA Rostock, Germany 76,000 Lease
Carnival Cruise Lines
sales office Miramar, Florida U.S.A. 63,000 Lease
P&O Cruises Australia Sydney, Australia 35,000 Lease
Costa U.S. sales office Hollywood, Florida U.S.A. 29,000 Lease
Carnival plc and UK sales
offices London, England 8,000 Lease

In addition, we also lease 27,000 square feet of office space in Colorado
Springs, Colorado and 10,000 square feet in Fort Pierce, Florida for additional
Carnival Cruise Lines reservation centers. In Williston, North Dakota, Holland
America Line owns 22,000 square feet of office space that is also a reservation
center. Finally, we own or lease port facilities in Cozumel, Mexico, Juneau,
Alaska, Long Beach, California, Savona, Italy and the Turks & Caicos Islands.

Our cruise ships, shoreside operations, headquarter facilities and Holland
America Tours' and Princess Tours' properties, are all well maintained and in
good condition. We evaluate our needs periodically and obtain additional
facilities when deemed necessary. We believe that our facilities are adequate
for our current needs.

Our cruise ships and Holland America Line's private island, Half Moon Cay,
are briefly described in Part I, Item 1. Business, B. - "Cruise Segment."
Princess also has a small private island called Princess Cay, which is located
in the Bahamas and is used as a transit port for certain of its cruises. The
hotel properties associated with Holland America Tours and Princess Tours
operations, substantially all of which are owned, are briefly described in Part
I, Item 1. Business, A. - "General."

Item 3. Legal Proceedings.

In January 2006, a lawsuit was filed against Carnival Corporation and its
subsidiaries and affiliates, and other non-affiliated cruise lines in the U.S.
District Court for the Southern District of New York on behalf of James Jacobs
and a purported class of owners of intellectual property rights to musical plays
and other works performed in the U.S. The plaintiffs claim infringement of
copyrights to Broadway, off Broadway and other plays. The suit seeks payment of
(i) damages, (ii) disgorgement of alleged profits and (iii) an injunction
against future infringement. We intend to vigorously defend this lawsuit.

On November 28, 2005, a lawsuit was filed against Princess Cruise Lines,
Ltd. in the U.S. District Court for the Southern District of Florida on behalf
of some current and former crewmembers alleging that Princess failed to pay the
plaintiffs for overtime. The suit seeks payment of (i) damages for breach of
contract, (ii) damages under the Seaman's Wage Act and (iii) interest. We
believe we have meritorious defenses to these claims and we intend to vigorously
defend this lawsuit.

On November 16, 2005, a lawsuit was filed against Carnival Corporation in
the U.S. District Court for the Southern District of Florida on behalf of some
current and former crewmembers alleging that Carnival Cruise Lines failed to pay
the plaintiffs for overtime. The suit seeks payment of (i) damages for breach of
contract, (ii) damages under the Seaman's Wage Act and (iii) interest. We
believe we have meritorious defenses to these claims and intend to vigorously
defend this lawsuit.

On March 7, 2005, a lawsuit was filed against Carnival Corporation in the
U.S. District Court for the Southern District of Florida on behalf of some
current and former

crew members alleging that Carnival Cruise Lines failed to pay the plaintiffs
for overtime and minimum wages. The suit seeks payment of (i) the wages alleged
to be owed, (ii) damages under the Seaman's Wage Act and (iii) interest. On
August 5, 2005 the court dismissed the lawsuit. The plaintiffs filed an appeal
of their overtime claim to the Eleventh Circuit U.S. Court of Appeals on August
18, 2005, which is currently pending, but have voluntarily dismissed their
minimum wage claim. We believe we have meritorious defenses to this claim and
intend to vigorously defend this lawsuit.

In May 2005, a class action lawsuit was filed against Carnival Corporation
in the United States District Court for the Southern District of Florida
alleging breach of the implied covenant of good faith and fair dealing and a
violation of The Florida Deceptive and Unfair Trade Practices Act for profits
made by Carnival Cruise Lines on shore excursions provided by third party shore
excursion operators. The suit sought certification as a class action on behalf
of all Carnival Cruise Line passengers for damages and injunctive relief. On
November 21, 2005, the United States District Court for the Southern District of
Florida issued an order granting Carnival's motion to dismiss the class action
complaint.

On April 23, 2003, Festival Crociere S.p.A. ("Festival") commenced an
action against the European Commission (the "Commission") in the Court of First
Instance of the European Communities in Luxembourg seeking to annul the
Commission's antitrust approval of the DLC transaction (the "Festival Action").
We have been granted leave to intervene in the Festival Action and filed a
Statement in Intervention with the Court. Festival was declared bankrupt on May
27, 2004 and Festival did not submit observations on our Statement in
Intervention. The oral hearing was scheduled to take place on December 15, 2005
but has been postponed while the Court seeks clarification of the status of the
Festival Action with the Italian judge presiding over Festival's bankruptcy
proceedings. A successful third party challenge of an unconditional Commission
clearance decision would be unprecedented, and based on a review of the law and
the factual circumstances of the DLC transaction, as well as the Commission's
approval decision in relation to the DLC transaction, we believe that the
Festival Action will not have a material adverse effect on the companies or the
DLC transaction.

Three actions (collectively, the "Facsimile Complaints") were filed
against Carnival Corporation on behalf of purported classes of persons who
received unsolicited advertisements via facsimile, alleging that Carnival
Corporation and other defendants distributed unsolicited advertisements via
facsimile in contravention of the U.S. Telephone Consumer Protection Act. The
plaintiffs seek to enjoin the sending of unsolicited facsimile advertisements
and statutory damages in the amount of $500 per facsimile, or in the
alternative, $1,500 per facsimile if the conduct was willful or knowing. The
advertisements referred to in the 2002 Facsimile Complaints that reference a
Carnival Cruise Lines product were not sent by Carnival Corporation, but rather
were distributed by a professional faxing company at the behest of third party
travel agencies. The faxes involved in the 2004 case were sent to a travel
agency with whom we had conducted business. We do not advertise directly to the
traveling public through the use of facsimile transmission. The status of each
Facsimile Complaint is as follows:

On April 15, 2002, a Facsimile Complaint was filed against us in the
Circuit Court of Greene County, Alabama by Mary Pelt. In January
2006, the matter was settled for a nominal amount, dismissed without
prejudice as to Mary Pelt and without prejudice as to the class
members.

On May 14, 2002, a Facsimile Complaint was filed against Carnival
Corporation and other defendants (including Club Resort
International d/b/a Vacation Getaway Travel, Inc., Dollar Thrifty
Automotive Group, Inc., Thrifty, Inc. and Thrifty Rent-A-Car
Systems, Inc., Choicepoint, Inc., First Western Bank, and Bankcard
USA Merchant Services, Inc.) in the Circuit Court of Jefferson
County, Alabama, Bessemer Division by Clem & Kornis, L.L.C., The
Firm of Compassion, P.C., Collins Chiropractic Center, Forstmann &
Cutchen, L.L.P. and others. On July 26, 2002, Carnival Corporation
filed a motion to dismiss or, in the alternative, to separate
Carnival Corporation as a defendant. This action has been stayed as
to Carnival Corporation.

On September 28, 2004, a Facsimile Complaint was filed against
Carnival Corporation in the United States District Court for the
Eastern District of New York by Sherman Gottlieb ("the plaintiff"),
a Staten Island, New York-based travel agent. On November 19, 2004,
the plaintiff filed an amended complaint. On April 28, 2005, the
action was dismissed by the federal district court for lack of
subject matter jurisdiction, without prejudice to renewal in state
court. In

addition, the district court dismissed the plaintiff's state law
claim. The plaintiff filed an appeal, which was orally argued on
December 19, 2005. In February 2006, the appellate court vacated the
dismissal and remanded the matter to the trial court for further
proceedings.

We believe we have meritorious defenses to the Facsimile Complaints and
intend to vigorously defend against these actions.

On November 22, 2000, Costa instituted arbitration proceedings in Italy to
confirm the validity of its decision not to deliver its ship, the Costa
Classica, to the shipyard of Cammell Laird Holdings PLC ("Cammell Laird") under
a 79 million euro denominated contract for the conversion and lengthening of the
ship in November 2000. Cammell Laird joined the arbitration proceeding on
January 9, 2001 to present its counter demands. On January 9, 2001, Costa gave
Cammell Laird notice of termination of the contract and Cammell Laird replied
with its notice of termination of the contract on February 2, 2001. In October
2004 the arbitration tribunal decided to increase the scope of work of the
technical experts by introducing new demands for reply in the experts' report.
It is expected that the arbitration tribunal's decision will be made in 2007 at
the earliest.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Executive Officers of the Registrants

Pursuant to General Instruction G(3), the information regarding our
executive officers called for by Item 401(b) of Regulation S-K is hereby
included in Part I of this joint Annual Report on Form 10-K.

The following table sets forth the name, age and title of each of our
executive officers. Titles listed relate to positions within Carnival
Corporation and Carnival plc unless otherwise noted. All the Carnival plc
positions were effective as of April 17, 2003, except as noted below.

NAME AGE POSITION
---- --- --------

Richard D. Ames 58 Senior Vice President Audit Services
Micky Arison 56 Chairman of the Board of Directors and Chief
Executive Officer
Alan B. Buckelew 57 President of Princess Cruises
Gerald R. Cahill 54 Executive Vice President and Chief Financial and
Accounting Officer
Pamela C. Conover 49 Senior Vice President Shared Services
Robert H. Dickinson 63 President and Chief Executive Officer of Carnival
Cruise Lines and Director
David K. Dingle 49 Managing Director of Carnival UK and P&O Cruises
Pier Luigi Foschi 59 Chairman and Chief Executive Officer of Costa
Crociere, S.p.A. and Director
Howard S. Frank 64 Vice Chairman of the Board of Directors and Chief
Operating Officer
Ian J. Gaunt 54 Senior Vice President International
Stein Kruse 47 President and Chief Executive Officer of Holland
America Line Inc. ("HAL")
Arnaldo Perez 45 Senior Vice President, General Counsel and
Secretary
Peter G. Ratcliffe 57 Chief Executive Officer of P&O Princess Cruises
International and Director

Business Experience of Executive Officers

Richard D. Ames has been Senior Vice President Audit Services since March
2002. From January 1992 to February 2002 he was Vice President Audit Services.
Mr. Ames has been employed by us for 16 years.

Micky Arison has been Chairman of the Board of Directors since October
1990 and a director since June 1987. He has been Chief Executive Officer since
1979. Mr. Arison has been employed by us for 34 years.

Alan B. Buckelew has been President and Chief Financial Officer of
Princess Cruises since February 2004. In addition, from October 2004 to November
2005 he was Chief

Operating Officer of Cunard. From October 2000 to January 2004, he was Executive
Vice President and Chief Financial Officer of Princess. He was Senior Vice
President, Corporate Services of Princess from September 1998 to September 2000.
Mr. Buckelew has been employed by us or Carnival plc predecessor companies for
28 years.

Gerald R. Cahill has been Executive Vice President and Chief Financial and
Accounting Officer since December 2003. From January 1998 to November 2003 he
was Senior Vice President Finance, Chief Financial and Accounting Officer. Mr.
Cahill has been employed by us for 11 years.

Pamela C. Conover has been Senior Vice President Shared Services since
October 2004. From February 2001 to September 2004 she was President and Chief
Operating Officer of Cunard Line Limited. Ms. Conover was Chief Operating
Officer of Cunard Line Limited from June 1998 to January 2001. Ms. Conover has
been employed by us for 11 years.

Robert H. Dickinson has been a director since June 1987. Mr. Dickinson has
been President and Chief Executive Officer of Carnival Cruise Lines since May
2003. He was President and Chief Operating Officer of Carnival Cruise Lines from
May 1993 to May 2003. Mr. Dickinson has been employed by us for 34 years.

David K. Dingle has been Managing Director of Carnival UK and P&O Cruises
since April 2003. From October 2000 to April 2003, he was Managing Director of
P&O Cruises UK. Mr. Dingle has been employed by us or Carnival plc predecessor
companies for 27 years.

Pier Luigi Foschi has been a director since April 2003. He has been Chief
Executive Officer of Costa Crociere, S.p.A. since October 1997 and Chairman of
its Board since January 2000. Mr. Foschi has been employed by us for eight
years.

Howard S. Frank has been Vice Chairman of the Board of Directors since
October 1993, Chief Operating Officer since January 1998 and a director since
April 1992. Mr. Frank has been employed by us for 16 years.

Ian J. Gaunt is an English Solicitor and has been Senior Vice President
International since May 1999. He was a partner of the London-based international
law firm of Sinclair, Roche & Temperley from 1982 through April 1999 where he
represented Carnival Corporation as special external legal counsel since 1981.
Mr. Gaunt has been employed by us for six years.

Stein Kruse has been the President and Chief Executive Officer of HAL since
December 2004. From November 2003 to November 2004, he was the President and
Chief Operating Officer of HAL. From September 1999 to October 2003, he was
Senior Vice President, Fleet Operations for HAL. From June 1997 to August 1999
he was Senior Vice President and Chief Financial Officer for "K" Line America,
Inc. Mr. Kruse has been employed by us for six years.

Arnaldo Perez has been Senior Vice President, General Counsel and
Secretary since March 2002. From August 1995 to February 2002 he was Vice
President, General Counsel and Secretary. Mr. Perez has been employed by us for
13 years.

Peter G. Ratcliffe has been a director since April 2003 and a director of
Carnival plc since October 2000. He is Chief Executive Officer of P&O Princess
Cruises International, and is primarily responsible for the operations of
Cunard, Ocean Village, P&O Cruises, P&O Cruises Australia, Princess and Swan
Hellenic. He was Carnival plc's Chief Executive Officer until April 2003. He was
previously an executive director of The Peninsular and Oriental Steam Navigation
Company and head of its cruise division, having served as President of Princess
since 1993 and its Chief Operating Officer since 1989. Mr. Ratcliffe has been
employed by us or Carnival plc predecessor companies for 32 years.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.

A. Market Information

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

B. Holders

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

C. Dividends

Carnival Corporation and Carnival plc declared cash dividends on all of
their common stock and ordinary shares, respectively, in the amount of:

Quarters Ended
---------------------------------------------------------
February 28/29 May 31 August 31 November 30
-------------- ------ --------- -----------

2006 $0.25
2005 $0.15 $0.20 $0.20 $0.25
2004 $0.125 $0.125 $0.125 $0.15

All dividends for both Carnival Corporation and Carnival plc are declared
in U.S. dollars. Holders of Carnival Corporation common stock or Carnival plc
American Depository Shares receive a dividend payable in U.S. dollars. The
dividends payable for Carnival plc ordinary shares are payable in sterling,
unless the shareholders elect to receive the dividend in U.S. dollars. Dividends
payable in sterling will be converted from U.S. dollars into sterling at the
dollar/sterling exchange rate quoted by the Bank of England in London at the
12:00 p.m. foreign exchange rate on the next business day that follows the
quarter end.

Payment of future dividends on Carnival Corporation common stock and
Carnival plc ordinary shares will depend upon, among other factors, our
earnings, financial condition and capital requirements. Each company may also
declare special dividends to all stockholders in the event that members of the
Arison family and trusts established for their benefit are required to pay
additional income taxes by reason of their ownership of Carnival Corporation's
common stock because of a Carnival Corporation income tax audit. The payment and
amount of any dividend is within the discretion of the Boards of Directors, and
it is possible that the timing and amount of any dividend may vary from the
levels discussed above. No assurance can be given that Carnival Corporation and
Carnival plc will continue to have per share dividend increases as were declared
in 2005 and 2004 or maintain their current levels.

D. Issuer Purchases of Equity Securities

During the quarter ended November 30, 2005, purchases by Carnival
Corporation of Carnival Corporation's equity securities that are registered by
it pursuant to Section 12 of the Exchange Act were as follows:

Total Number
of Shares
Purchased Maximum
as Part of Dollar Value of
Total Publicly Shares that
Number of Announced May Yet Be
Shares Plans or Purchased
Purchased Average Programs Under the
in Fourth Price Paid in Fourth Plans or
Period Quarter per Share Quarter Programs(a)
------ ------- --------- ------- -----------
(in millions)

September 1, 2005 through
September 30, 2005 1,162,700 $49.03 1,162,700 $ 913
October 1, 2005 through
October 31, 2005 5,707,249 $47.98 5,707,249 $ 639
November 1, 2005 through
November 30, 2005 506,600 $48.78 506,600 $ 614
--------- ---------
Total 7,376,549 $48.20 7,376,549
========= =========

(a) During 2004, 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 commencing in 2005 subject to certain
repurchase restrictions on the Carnival plc shares. The repurchase program
does not have an expiration date and may be discontinued by our Boards of
Directors at any time. All shares were repurchased pursuant to this
publicly announced program. At February 6, 2006 the remaining availability
pursuant to our share purchase program was $614 million.

During the year ended November 30, 2005, $297 million of our Zero-Coupon
Notes were converted at their accreted value into 9.0 million shares of Carnival
Corporation common stock, of which 6.2 million were issued from treasury stock.
The issuance was exempt from registration under the Securities Act.

Each share of Carnival Corporation common stock issued is paired with a
trust share of beneficial interest in the P&O Princess Special Voting Trust,
which holds a Special Voting Share issued by Carnival plc in connection with the
DLC transaction.

Item 6. Selected Financial Data.

The information required by Item 6. Selected Financial Data, is shown in
Exhibit 13 and is incorporated by reference into this joint Annual Report on
Form 10-K.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

The information required by Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations, is shown in Exhibit 13 and is
incorporated by reference into this joint Annual Report on Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The information required by Item 7A. Quantitative and Qualitative
Disclosures About Market Risk, is shown in Management's Discussion and Analysis
of Financial Condition and Results of Operations in Exhibit 13 and is
incorporated by reference into this joint Annual Report on Form 10-K.

Item 8. Financial Statements and Supplementary Data.

The financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated February 8, 2005, and the Selected Quarterly
Financial Data (Unaudited), are shown in Exhibit 13 and are incorporated by
reference into this joint Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

Item 9A. 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.

Our Chief Executive Officer, Chief Operating Officer and Chief Financial
and Accounting Officer have evaluated our disclosure controls and procedures and
have concluded, as of November 30, 2005, that they are effective as described
above.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). Under the supervision and with the participation of our
management, including our Chief Executive Officer, Chief Operating Officer and
Chief Financial and Accounting Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework in Internal Control - Integrated Framework, issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO Framework"). Based on
our evaluation under the COSO Framework, our management concluded that our
internal control over financial reporting was effective as of November 30, 2005.

Our management's assessment of the effectiveness of our internal control
over financial reporting as of November 30, 2005 has been audited by
PricewaterhouseCoopers LLP, an independent registered certified public
accounting firm, as stated in their report which is shown in Exhibit 13 and is
incorporated by reference into this joint Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial
reporting during the quarter ended November 30, 2005 that have materially
affected or are reasonably likely to materially affect our 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.

Item 9B. Other Information.

None.

PART III

Items 10, 11, 12, 13 and 14. Directors and Executive Officers of the
Registrants, Executive Compensation, Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters, Certain
Relationships and Related Transactions and Principal Accounting Fees and
Services.

The information required by Items 10, 11, 12, 13 and 14 is incorporated
herein by reference to the Carnival Corporation and Carnival plc joint
definitive proxy statement to be filed with the U.S. Securities and Exchange
Commission not later than 120 days after the close of the fiscal year, except
that the information concerning the Carnival Corporation and Carnival plc
executive officers called for by Item 401(b) of Regulation S-K is included in
Part I of this joint Annual Report on Form 10-K.

We have adopted a code of ethics that applies to our chief executive
officer, chief operating officer and senior financial officers, including the
principal financial and accounting officer, controller and other persons
performing similar functions. This code of ethics is posted on our website,
which is located at www.carnivalcorp.com and www.carnivalplc.com. We intend to
satisfy the disclosure requirement under Item 10 of Form

8-K regarding an amendment to, or waiver from, a provision of this code of
ethics by posting such information on our website, at the addresses specified
above. Information contained in our website, whether currently posted or posted
in the future, is not part of this document or the documents incorporated by
reference in this document.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) (1) Financial Statements

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

(2) Financial Statement Schedules

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

(3) Exhibits

The exhibits listed on the accompanying Index to Exhibits are filed or
incorporated by reference as part of this joint Annual Report on Form 10-K and
such Index to Exhibits is hereby incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

CARNIVAL CORPORATION CARNIVAL PLC

/s/ Micky Arison /s/ Micky Arison
- ---------------- ----------------
Micky Arison Micky Arison
Chairman of the Board of Chairman of the Board of
Directors and Chief Executive Officer Directors and Chief Executive
February 9, 2006 Officer
February 9, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrants and in the capacities and on the dates indicated.

CARNIVAL CORPORATION CARNIVAL PLC

/s/ Howard S. Frank /s/ Howard S. Frank
- ------------------- -------------------
Howard S. Frank Howard S. Frank
Vice Chairman of the Board of Vice Chairman of the Board of
Directors and Chief Operating Officer Directors and Chief Operating
February 9, 2006 Officer
February 9, 2006

/s/ Gerald R. Cahill /s/ Gerald R. Cahill
- -------------------- --------------------
Gerald R. Cahill Gerald R. Cahill
Executive Vice President Executive Vice President
and Chief Financial and and Chief Financial and
Accounting Officer Accounting Officer
February 9, 2006 February 9, 2006

/s/*Richard G. Capen, Jr. /s/*Richard G. Capen, Jr.
- ------------------------- -------------------------
Richard G. Capen, Jr. Richard G. Capen, Jr.
Director Director
February 9, 2006 February 9, 2006

/s/*Robert H. Dickinson /s/*Robert H. Dickinson
- ----------------------- -----------------------
Robert H. Dickinson Robert H. Dickinson
Director Director
February 9, 2006 February 9, 2006

/s/*Arnold W. Donald /s/*Arnold W. Donald
- -------------------- --------------------
Arnold W. Donald Arnold W. Donald
Director Director
February 9, 2006 February 9, 2006

/s/*Pier Luigi Foschi /s/*Pier Luigi Foschi
Pier Luigi Foschi Pier Luigi Foschi
Director Director
February 9, 2006 February 9, 2006

/s/*Richard J. Glasier /s/*Richard J. Glasier
- ---------------------- ----------------------
Richard J. Glasier Richard J. Glasier
Director Director
February 9, 2006 February 9, 2006

/s/*Baroness Hogg /s/*Baroness Hogg
- ----------------- -----------------
Baroness Hogg Baroness Hogg
Director Director
February 9, 2006 February 9, 2006

/s/*A. Kirk Lanterman /s/*A. Kirk Lanterman
- --------------------- ---------------------
A. Kirk Lanterman A. Kirk Lanterman
Director Director
February 9, 2006 February 9, 2006

/s/*Modesto A. Maidique /s/*Modesto A. Maidique
- ----------------------- -----------------------
Modesto A. Maidique Modesto A. Maidique
Director Director
February 9, 2006 February 9, 2006

/s/*Sir John Parker /s/*Sir John Parker
- ------------------- -------------------
Sir John Parker Sir John Parker
Director Director
February 9, 2006 February 9, 2006

/s/*Peter G. Ratcliffe /s/*Peter G. Ratcliffe
- ---------------------- ----------------------
Peter G. Ratcliffe Peter G. Ratcliffe
Director Director
February 9, 2006 February 9, 2006

/s/*Stuart Subotnick /s/*Stuart Subotnick
- -------------------- --------------------
Stuart Subotnick Stuart Subotnick
Director Director
February 9, 2006 February 9, 2006

/s/*Uzi Zucker /s/*Uzi Zucker
- -------------- --------------
Uzi Zucker Uzi Zucker
Director Director
February 9, 2006 February 9, 2006

*By: /s/ Arnaldo Perez *By: /s/ Arnaldo Perez
- ---------------------- ----------------------
(Arnaldo Perez (Arnaldo Perez
Attorney-in-fact) Attorney-in-fact)

INDEX TO EXHIBITS
- -----------------
Page No. in
Sequential
Numbering
System
- ------
Exhibits
- --------

3.1-Third Amended and Restated Articles of Incorporation of Carnival
Corporation, incorporated by reference to Exhibit No. 3.1 to the joint Current
Report on Form 8-K of Carnival Corporation and Carnival plc filed on April 17,
2003.

3.2-Amended and Restated By-laws of Carnival Corporation, incorporated by
reference to Exhibit No. 3.2 to the joint Current Report on Form 8-K of
Carnival Corporation and Carnival plc filed on April 17, 2003.

3.3-Articles of Association of Carnival plc, incorporated by reference to
Exhibit No. 3.3 to the joint Current Report on Form 8-K of Carnival Corporation
and Carnival plc filed on April 17, 2003.

3.4-Memorandum of Association of Carnival plc, incorporated by reference to
Exhibit No. 3.4 to the joint Current Report on Form 8-K of Carnival Corporation
and Carnival plc filed on April 17, 2003.

4.1-Agreement of Carnival Corporation and Carnival plc, dated February 6, 2006
to furnish certain debt instruments to the Securities and Exchange Commission.

4.2-Carnival Corporation Deed, dated April 17, 2003, between Carnival
Corporation and P&O Princess Cruises plc for the benefit of the P&O Princess
Shareholders, incorporated by reference to Exhibit No. 4.1 to our joint
Quarterly Report on Form 10-Q for the quarter ended August 31, 2003.

4.3-Equalization and Governance Agreement, dated April 17, 2003, between
Carnival Corporation and P&O Princess Cruises plc, incorporated by reference to
Exhibit No. 4.2 to our joint Quarterly Report on Form 10-Q of Carnival
Corporation and Carnival plc for the quarter ended August 31, 2003.

4.4-Carnival Corporation Deed of Guarantee, dated as of April 17, 2003, between
Carnival Corporation and Carnival plc, incorporated by reference to Exhibit No.
4.3 to the joint registration statement on Form S-4 of Carnival Corporation and
Carnival plc.

4.5-Carnival plc (formerly P&O Princess Cruises plc) Deed of Guarantee, dated
as of April 17, 2003, between Carnival Corporation and Carnival plc,
incorporated by reference to Exhibit No. 4.10 to the joint registration
statement on Form S-3 and F-3 of Carnival Corporation, Carnival plc and P&O
Princess Cruises International Ltd. ("POPCIL").

4.6-Specimen Common Stock Certificate, incorporated by reference to Exhibit No.
4.16 to the joint registration statement on Form S-3 and F-3 of Carnival
Corporation, Carnival plc and POPCIL.

4.7-Pairing Agreement, dated as of April 17, 2003, between Carnival
Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee,
and SunTrust Bank, as transfer agent, incorporated by reference to the joint
Current Report on Form 8-K of Carnival Corporation and Carnival plc filed on
April 17, 2003.

4.8-Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation
and The Law Debenture Trust Corporation (Cayman) Limited, as trustee,
incorporated by reference to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc filed on April 17, 2003.

4.9-SVE Special Voting Deed, dated as of April 17, 2003, between Carnival
Corporation, DLS SVC Limited, P&O Princess Cruises plc, The Law Debenture Trust
Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust
Corporation, P.L.C., incorporated by reference to the joint Current Report on
Form 8-K of Carnival Corporation and Carnival plc filed on April 17, 2003.

4.10-Form of deposit agreement among P&O Princess Cruises plc, Morgan Guaranty
Trust Company of New York, as depositary, and holders and beneficial owners
from time to time of ADRs issued thereunder, incorporated by reference to P&O
Princess' registration statement on Form 20-F.

4.11-Indenture, dated as of April 25, 2001, between Carnival Corporation and
U.S. Bank Trust National Association, as trustee, relating to unsecured and
unsubordinated debt securities, incorporated by reference to Exhibit No. 4.5 to
Carnival Corporation registration statement on Form S-3.

4.12-Form of Indenture, dated March 1, 1993, between Carnival Cruise Lines,
Inc. and First Trust National Association, as Trustee, relating to the Debt
Securities, including form of Debt Security, incorporated by reference to
Exhibit No. 4 to Carnival Corporation registration statement on Form S-3.

4.13-Second Supplemental Indenture, dated December 1, 2003, between Carnival
plc and Carnival Corporation to The Bank of New York, as Trustee, relating to
7.30% Notes due 2007 and 7.875% debentures due 2027 incorporated by reference
to Exhibit No. 4.14 to our joint Annual Report on Form 10-K for the year ended
November 30, 2003.

*10.1-Retirement and Consulting Agreement, dated November 28, 2003, between
Alton Kirk Lanterman, Carnival Corporation, Holland America Line Inc., and
others, incorporated by reference to Exhibit No. 10.1 to our joint Annual
Report on Form 10-K for the year ended November 30, 2003.

*10.2-Amendment to the Amended and Restated Carnival Corporation 1992 Stock
Option Plan, incorporated by reference to Exhibit No. 10.2 to our joint Annual
Report on Form 10-K for the year ended November 30, 2003.

10.3-Facilities agreement, dated October 21, 2005, between Carnival
Corporation, Carnival plc, and certain of Carnival Corporation and Carnival plc
subsidiaries, The Royal Bank of Scotland as facilities agent and a syndicate of
financial institutions.

*10.4-Amended and Restated Carnival Corporation 1992 Stock Option Plan,
incorporated by reference to Exhibit No. 10.4 to our Annual Report on Form 10-K
for the year ended November 30, 1997.

*10.5-Carnival Cruise Lines, Inc. 1993 Restricted Stock Plan adopted on January
15, 1993 and as amended January 5, 1998 and December 21, 1998, incorporated by
reference to Exhibit No. 10.5 to our Annual Report on Form 10-K for the year
ended November 30, 1998.

*10.6-Carnival Corporation "Fun Ship" Nonqualified Savings Plan, incorporated by
reference to Exhibit No. 10.6 to our Annual Report on Form 10-K for the year
ended November 30, 1997.

*10.7-Amendments to The Carnival Corporation Nonqualified Retirement Plan for
Highly Compensated Employees, incorporated by reference to Exhibit No. 10.7 to
our Annual Report on Form 10-K for the year ended November 30, 1997.

*10.8-Carnival Cruise Lines, Inc. Non-Qualified Retirement Plan, incorporated by
reference to Exhibit No. 10.4 to our Annual Report on Form 10-K for the year
ended November 30, 1990.

*10.9-Executive Long-term Compensation Agreement, dated as of January 16, 1998,
between Robert H. Dickinson and Carnival Corporation, incorporated by reference
to Exhibit No. 10.2 to our Annual Report on Form 10-K for the year ended
November 30, 1997.

*10.10-Consulting Agreement/Registration Rights Agreement, dated June 14, 1991,
between Carnival Corporation and Ted Arison, incorporated by reference to
Exhibit No. 4.3 to post- effective amendment no. 1 on Form S-3 to Carnival
Corporation's registration statement on Form S-1.

*10.11-First Amendment to Consulting Agreement/Registration Rights Agreement,
incorporated by reference to Exhibit No. 10.40 to Carnival Corporation's Annual
Report on Form 10-K for the year ended November 30, 1992.

*10.12-Director Appointment Letter between Peter G. Ratcliffe and Carnival plc,
incorporated by reference to Exhibit No. 10.23 to our joint Quarterly Report on
Form 10-Q for the quarter ended May 31, 2003.

*10.13-Director Appointment Letter, dated August 19, 2005, between Baroness
Sarah Hogg and each of Carnival Corporation and Carnival plc, incorporated by
reference to Exhibit No. 10.13 to our joint Annual Report on Form 10-K for the
year ended November 30, 2004.

*10.14-Director's Appointment Letter, dated August 19, 2004, between Richard J.
Glasier and each of Carnival Corporation and Carnival plc, incorporated by
reference to Exhibit No. 10.14 to our joint Annual Report on Form 10-K for the
year ended November 30, 2004.

*10.15-Director Appointment Letter, dated August 19, 2005, between Sir John
Parker and each of Carnival Corporation and Carnival plc, incorporated by
reference to Exhibit No. 10.15 to our joint Annual Report on Form 10-K for the
year ended November 30, 2004.

*10.16- Amended and Restated Carnival plc 2005 Employee Share Plan, incorporated
by reference to Exhibit No. 10.2 to our joint Quarterly Report on Form 10-Q for
the quarter ended August 31, 2005.

*10.17-Executive Long-term Compensation Agreement, dated January 11, 1999,
between Carnival Corporation and Micky Arison, incorporated by reference to
Exhibit No. 10.36 to Carnival Corporation's Annual Report on Form 10-K for the
year ended November 30, 1998.

*10.18-Executive Long-term Compensation Agreement, dated January 11, 1999,
between Carnival Corporation and Howard S. Frank, incorporated by reference to
Exhibit No. 10.37 to Carnival Corporation's Annual Report on Form 10-K for the
year ended November 30, 1998.

*10.19-Carnival Corporation Supplemental Executive Retirement Plan, incorporated
by reference to Exhibit No. 10.32 to Carnival Corporation's Annual Report on
Form 10-K for the year ended November 30, 1999.

*10.20-Amendment to the Carnival Corporation Supplemental Executive Retirement
Plan, incorporated by reference to Exhibit No. 10.31 to Carnival Corporation's
Annual Report on Form 10-K for the year ended November 30, 2000.

*10.21-Amendment to the Carnival Corporation "Fun Ship" Nonqualified Savings
Plan, incorporated by reference to Exhibit No. 10.33 to Carnival Corporation's
Annual Report on Form 10-K for the year ended November 30, 1999.

*10.22-Amendment to the Carnival Corporation Nonqualified Retirement Plan for
Highly Compensated Employees, incorporated by reference to Exhibit No. 10.33 to
Carnival Corporation's Annual Report on Form 10-K for the year ended November
30, 2000.

*10.23-Amendment to the Carnival Corporation "Fun Ship" Nonqualified Savings
Plan, incorporated by reference to Exhibit No. 10.34 to Carnival Corporation's
Annual Report on Form 10-K for the year ended November 30, 2000.

*10.24-Amendment to the Carnival Corporation "Fun Ship" Nonqualified Savings
Plan, incorporated by reference to Exhibit No. 10.37 to Carnival Corporation's
Annual Report on Form 10-K for the year ended November 30, 2001.

*10.25-Amendment to the Carnival Corporation Nonqualified Retirement Plan for
Highly Compensated Employees, incorporated by reference to Exhibit No. 10.38 to
Carnival Corporation's Annual Report on Form 10-K for the year ended November
30, 2001.

*10.26-Amended and Restated Carnival Corporation 2001 Outside Director Stock
Plan, incorporated by reference to Exhibit No. 10.1 to our joint Quarterly
Report on Form 10-Q for the quarter ended May 31, 2005.

*10.27-Amended and Restated Carnival Corporation 2002 Stock Plan, incorporated
by reference to Exhibit No. 10.1 to our joint Quarterly Report on Form 10-Q for
the quarter ended May 31, 2003.

*10.28-Agreement with Pier Luigi Foschi, incorporated by reference to Exhibit
No. 10.4 to our joint Quarterly Report on Form 10-Q for the quarter ended
August 31, 2005.

10.29-Succession Agreement to Registration Rights Agreement, dated June 14,
1991, between Carnival Corporation and Ted Arison, incorporated by reference to
Exhibit No. 10.3 to Carnival Corporation's Quarterly Report on Form 10-Q for
the quarter ended May 31, 2002.

*10.30-Employment Agreement, dated as of April 17, 2003, by and between P&O
Princess Cruises International, Ltd. and Peter Ratcliffe, incorporated by
reference to Exhibit No. 10.2 to our joint Quarterly Report on Form 10-Q for
the quarter ended May 31, 2003.

*10.31-Carnival Corporation & plc Non-Executive Board of Director Cruise Benefit
Policy, incorporated by reference to Exhibit No. 10.1 to our joint Quarterly
Report on Form 10-Q

for the quarter ended August 31, 2005.

*10.32-Indemnification Agreement, dated April 17, 2003, between Micky M. Arison
and Carnival Corporation, incorporated by reference to Exhibit No. 10.5 to our
joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2003.

*10.33-Consulting Agreement, dated November 30, 2004, between A. Kirk Lanterman,
Holland America Line Inc. and others, incorporated by reference to our joint
Current Report on Form 8-K, dated December 6, 2004.

*10.34-Indemnification Agreement, dated April 17, 2003, between Robert H.
Dickinson and Carnival Corporation, incorporated by reference to Exhibit No.
10.9 to our joint Quarterly Report on Form 10-Q for the quarter ended May 31,
2003.

*10.35-Employment Agreement, dated December 1, 2004, between A. Kirk Lanterman
and Holland America Line Inc., incorporated by reference to Exhibit No. 10.35
to our joint Annual Report on Form 10-K for the year ended November 30, 2004.

*10.36-Indemnification Agreement, dated April 17, 2003, between Pier Luigi
Foschi and Carnival Corporation, incorporated by reference to Exhibit No. 10.13
to our joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2003.

*10.37-Indemnification Agreement, dated April 17, 2003, between Howard S. Frank
and Carnival Corporation, incorporated by reference to Exhibit No. 10.15 to our
joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2003.

*10.38- Director Appointment Letter, dated December 1, 2004, between A. Kirk
Lanterman and each of Carnival Corporation and Carnival plc, incorporated by
reference to Exhibit No. 10.38 to our joint Annual Report on Form 10-K for the
year ended November 30, 2004.

*10.39-Indemnification Agreement, dated April 17, 2003, between Peter G.
Ratcliffe and Carnival Corporation, incorporated by reference to Exhibit No.
10.24 to our joint Quarterly Report on Form 10-Q for the quarter ended May 31,
2003.

*10.40-Director Appointment Letter, dated April 14, 2003, between Micky M.
Arison and Carnival plc, incorporated by reference to Exhibit No. 10.4 to our
joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2003.

*10.41-Director Appointment Letter, dated August 19, 2004, between Richard G.
Capen and each of Carnival Corporation and Carnival plc, incorporated by
reference to Exhibit No. 10.41 to our joint Annual Report on Form 10-K for the
year ended November 30, 2004.

*10.42-Director Appointment Letter, dated April 14, 2003, between Robert H.
Dickinson and Carnival plc, incorporated by reference to Exhibit No. 10.8 to
our joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2003.

*10.43-Director Appointment Letter, dated August 19, 2004, between Arnold W.
Donald and each of Carnival Corporation and Carnival plc, incorporated by
reference to Exhibit No. 10.43 to our joint Annual Report on Form 10-K for the
year ended November 30, 2004.

*10.44-Director Appointment Letter between Pier Luigi Foschi and Carnival plc,
incorporated by reference to Exhibit No. 10.12 to our joint Quarterly Report on
Form 10-Q for the quarter ended May 31, 2003.

*10.45-Director Appointment Letter, dated April 14, 2003, between Howard S.
Frank and Carnival plc, incorporated by reference to Exhibit No. 10.14 to our
joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2003.

*10.46-Director Appointment Letter, dated August 19, 2004, between Modesto A.
Maidique and each of Carnival Corporation and Carnival plc, incorporated by
reference to Exhibit No. 10.46 to our joint Annual Report on Form 10-K for the
year ended November 30, 2004.

*10.47-Amendment No. 1 to the Employment Agreement, dated as of July 19, 2004,
by and between P&O Princess International Ltd. and Peter Ratcliffe incorporated
by reference to Exhibit No. 10.1 to our joint Quarterly Report on Form 10-Q for
the quarter ended August 31, 2004.

*10.48-Director Appointment Letter, dated August 19, 2004, between Stuart
Subotnick and each of Carnival Corporation and Carnival plc, incorporated by
reference to Exhibit No.

10.48 to our joint Annual Report on Form 10-K for the year ended November 30,
2004.

*10.49-Director Appointment Letter, dated August 19, 2004, between Uzi Zucker
and each of Carnival Corporation and Carnival plc, incorporated by reference to
Exhibit No. 10.49 to our joint Annual Report on Form 10-K for the year ended
November 30, 2004.

*10.50-Amendment of the Carnival Corporation "Fun Ship" Nonqualified Savings
Plan, incorporated by reference to Exhibit No. 10.1 to our Quarterly Report on
Form 10-Q for the quarter ended February 28, 2003.

*10.51-Amendment of the Carnival Corporation Nonqualified Retirement Plan For
Highly Compensated Employees, incorporated by reference to Exhibit No. 10.2 to
our Quarterly Report on Form 10-Q for the quarter ended February 28, 2003.

*10.52-The P&O Princess Cruises Executive Share Option Plan, incorporated by
reference to Exhibit No. 4.9 to P&O Princess' Annual Report on Form 20-F for
the year ended December 30, 2001.

*10.53-The P&O Princess Cruises Deferred Bonus and Co-Investment Matching Plan,
incorporated by reference to Exhibit No. 4.10 to P&O Princess' Annual Report on
Form 20-F for the year ended December 30, 2001.

*10.54-Carnival Cruise Lines Management Incentive Plan, incorporated by
reference to Exhibit No. 10.3 to our joint Quarterly Report on Form 10-Q for
the quarter ended August 31, 2005.

*10.55-Amendment to the Carnival Corporation Supplemental Executive Retirement
Plan, incorporated by reference to Exhibit No. 10.1 to our joint Quarterly
Report on Form 10-Q for the quarter ended February 29, 2004.

*10.56-Amendment to the Carnival Corporation Nonqualified Retirement Plan for
Highly Compensated Employees, incorporated by reference to Exhibit No. 10.1 to
our joint Quarterly Report on Form 10-Q for the quarter ended February 29,
2004.

*10.57-Amendment to the Carnival Corporation "Fun Ship" Nonqualified Savings
Plan, incorporated by reference to Exhibit No. 10.2 to our joint Quarterly
Report on Form 10-Q for the quarter ended February 29, 2004.

*10.58-Amendment to the Carnival Corporation "Fun Ship" Nonqualified Savings
Plan, effective December 31, 2004, incorporated by reference to Exhibit No.
10.1 to our joint Quarterly Report on Form 10-Q for the quarter ended February
28, 2005.

*10.59- Form of Non-qualified Stock Option Agreement for the Amended and
Restated Carnival Corporation 2001 Outside Director Stock Plan, incorporated by
reference to Exhibit No. 10.5 to our joint Quarterly Report on Form 10-Q for
the quarter ended August 31, 2005.

*10.60-Form of Restricted Stock Award Agreement for the Amended and Restated
Carnival Corporation 2001 Outside Director Stock Plan, incorporated by
reference to Exhibit No. 10.6 to our joint Quarterly Report on Form 10-Q for
the quarter ended August 31, 2005.

*10.61-Form of Restricted Stock Unit Award Agreement for the Amended and
Restated Carnival Corporation 2001 Outside Director Stock Plan, incorporated by
reference to Exhibit No. 10.7 to our joint Quarterly Report on Form 10-Q for
the quarter ended August 31, 2005.

*10.62-Form of Share Option Certificate for the Amended and Restated Carnival
plc 2005 Employee Share Plan, incorporated by reference to Exhibit No. 10.8 to
our joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2005.

10.63-Deed of Guarantee, dated October 21, 2005, between Carnival Corporation
as guarantor and the Royal Bank of Scotland plc as facilities agent.

10.64-Deed of Guarantee, dated October 21, 2005, between Carnival plc as
guarantor and the Royal Bank of Scotland plc as facilities agent.

12-Ratio of Earnings to Fixed Charges.

13-Portions of 2005 Annual Report incorporated by reference into 2005 joint
Annual Report on Form 10-K.

21-Significant Subsidiaries of Carnival Corporation and Carnival plc.

23-Consent of PricewaterhouseCoopers LLP.

24-Powers of attorney given by certain Directors of Carnival Corporation and
Carnival plc to Micky Arison, Howard S. Frank, Gerald R. Cahill and Arnaldo
Perez authorizing such persons to sign this 2005 joint Annual Report on Form
10-K and any future amendments on their behalf.

31.1-Certification of Chief Executive Officer of Carnival Corporation pursuant
to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.

31.2-Certification of Chief Operating Officer of Carnival Corporation pursuant
to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.

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

31.4-Certification of Chief Executive Officer of Carnival plc pursuant to Rule
13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

31.5-Certification of Chief Operating Officer of Carnival plc pursuant to Rule
13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

31.6-Certification of Executive Vice President and Chief Financial and
Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1-Certification of Chief Executive Officer of Carnival Corporation pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

32.2-Certification of Chief Operating Officer of Carnival Corporation pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

32.3-Certification of Executive Vice President and Chief Financial and
Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.4-Certification of Chief Executive Officer of Carnival plc pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

32.5-Certification of Chief Operating Officer of Carnival plc pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

32.6-Certification of Executive Vice President and Chief Financial and
Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Indicates a management contract or compensation plan or arrangement.