10-K

                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, 2004 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 stated 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 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 accelerated filers (as
defined in Rule 12b-2 of the Act). Yes |X| No |_|

                                                 
The aggregate market value of the voting and        The aggregate market value of the voting and
non-voting common equity held by non-affiliates     non-voting common equity held by non-affiliates
computed by reference to the price at which the     computed by reference to the price at which the
common equity was last sold was $16.0 billion       common equity was last sold was $7.6 billion
as of the last business day of the registrant's     as of the last business day of the registrant's
most recently completed second fiscal quarter.      most recently completed second fiscal quarter.

At February 7, 2005, Carnival Corporation           At February 7, 2005, Carnival plc had
had outstanding 634,724,685 shares of its           outstanding 212,033,669 Ordinary Shares $1.66
Common Stock, $.01 par value.                       stated value, one Special Voting Share,
                                                    GBP 1.00 par value and 634,724,685 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' 2004
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 Annual Report on Form 10-K.

Part and Item of the Form 10-K

Part II

Item 5(a) and (b).     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' 2005 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.

Item 13.               Certain Relationships and Related Transactions.

Item 14.               Principal Accountant Fees and Services.


                                       2


                                     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 C. "Cruise Operations" for
further information.

      As of February 7, 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                                   20             44,866       North America
Princess Cruises
  ("Princess")                            14             28,332       North America
Costa Cruises ("Costa")                   11             18,272       Europe
Holland America Line                      12             16,930       North America
P&O Cruises                                4              7,724       United Kingdom
AIDA Cruises ("AIDA")                      4              5,378       Germany
Cunard Line ("Cunard")                     2              4,410       North America and United Kingdom
P&O Cruises Australia                      2              2,686       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
                                          --            -------
                                          77            132,082
                                          ==            =======


(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 February 7, 2005, we had signed agreements with two shipyards
providing for the construction of 13 additional cruise ships scheduled for
delivery between March 2005 and April 2009. This will increase our passenger
capacity by 34,120 lower berths, or 25.8%, compared to February 7, 2005. It is
possible that some of our older ships may be sold or retired during the next few
years, thus reducing 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:


                                       3


- - 20 hotels or lodges in Alaska and the Canadian Yukon, with over 3,200 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;

- - 22 domed rail cars, which are run on the Alaska Railroad between Anchorage and
  Fairbanks;

- - 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. 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" 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. Our principal competitors include
the companies listed in this joint Annual Report on Form 10-K under the caption,
"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.


                                       4


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 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. It is possible that we could be forced to 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. However, this determination is being
challenged by the Northwest Cruise Ship Association. If the Initiative appears
on the ballot and 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. One would impose taxes of $50 per cruise passenger and the other
proposes a tax of $75 per passenger. Similar legislation has been proposed in
Alaska in the past and


                                       5


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 proposed $46
per passenger tax 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 Section C.
"Cruise Operations - Governmental Regulations" for additional information. See
Part 1, Item 3. "Legal Proceedings" and Note 8, "Contingencies - Litigation" to
our Consolidated Financial Statements in Exhibit 13 to this joint Annual Report
on Form 10-K.

      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 and adversely affect net
            income.

      We are subject to various international, national, state and local health,
safety and security laws, regulations and treaties. See Section C. "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.

      (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 February 7, 2005, we have entered into foreign currency
swaps to fix the cost in U.S. dollars or sterling of two of our foreign currency
denominated shipbuilding contracts. If the shipyard with which we have
contracted is unable to perform under the related contract, 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


                                       6


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:

     - Section 883 of the Internal Revenue Code;

     - as appropriate in the case of Carnival plc and its UK resident
       subsidiaries, the U.S.-UK income tax treaty that entered into force on
       April 25, 1980 and, when applicable, the new U.S.-UK Income Tax Treaty
       that entered into force on March 31, 2003;

     - U.S.-Italian income tax treaty; or

     - other applicable U.S. income tax treaties,

and should continue to so qualify now that the DLC transaction has been
completed. 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 such as our DLC structure for purposes of Section 883 or any


                                       7


other provision of the Internal Revenue Code or any income tax treaty and,
consequently, the matters discussed above are not free from doubt. 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 effecting
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, H. "Taxation" for additional information.

      (13)  A small group of shareholders collectively owned, as of February 7,
            2005, approximately 30% 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 38% 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 30% 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, I. - "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.


                                       8


      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, 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 the section above entitled "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.

      C. 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 more than
13 million passengers in 2004. 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,
to a lesser extent, from 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 holiday market in which cruise
vacation operators compete for disposable income normally spent by consumers on
vacations. In the U.S., for example, only approximately 16% of the population
has ever taken a cruise, and only 8% have done so in the past three years. In
addition, cruise passengers in North America have increased by a compound annual
growth rate of approximately 8.6% between 1998 and 2003, increasingly drawing
consumers from other vacation alternatives. In Europe, where workers generally
enjoy two to three times more vacation days than North Americans, cruise
passengers have increased by a compound annual growth rate of approximately
10.6% between 1998 and 2003.

      Outside North America, the principal sources of passengers for the cruise
industry, excluding the Far East, are the UK, Germany, Italy, France, Australia,
Spain, Switzerland, and Brazil. In all of these areas, cruising represents a
smaller proportion of the overall vacation market than it does in North America
but, based on industry data, is generally experiencing higher growth rates.

      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, with significant product offerings in each of the
classifications noted above, including North America, the UK, Germany, southern
Europe and South America. 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


                                       9


unrivalled on land or at sea." A brief description of the principal vacation
areas where we source passengers and our brands that market 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 8.2 million North
American-sourced cruise passengers took cruise vacations for two consecutive
nights or more in 2003. 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 2004 were the Caribbean, 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.

      Based on the number of ships that are currently on order worldwide and
scheduled for delivery between 2005 and 2007, we expect that the net capacity
serving North American consumers will continue to increase. Our projections
indicate that by the end of 2005, 2006 and 2007, North America will be served by
155, 158 and 161 ships, respectively, having an aggregate passenger capacity of
approximately 194,000, 204,000 and 215,000 lower berths, respectively. At the
end of 2004, North America was served by 154 ships, having an aggregate
passenger capacity of approximately 190,000 lower berths. 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. Nonetheless, 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, Cunard, Seabourn
and Windstar source their passengers primarily from North America.

      Carnival Cruise Lines operates 20 contemporary ships, with one additional
ship expected to begin service in 2005 and another in 2007. Carnival Cruise
Lines is the number one cruise brand in North America, and is well-known as the
"Fun Ships," which we believe captures the essence of the brand. Carnival Cruise
Lines carries the largest number of North American cruise passengers and has
been offering more new homeport locations to stimulate demand. New homeport
locations enable guests to lower the price of their cruise vacation by reducing
substantially or eliminating the cost of travel to and from the port. All the
Carnival Cruise Lines ships were designed by and built for it, including six
that are among the world's largest, the Carnival Valor, Carnival Glory, the
Carnival Conquest, the Carnival Victory, the Carnival Triumph and the Carnival
Destiny. In addition, Carnival Cruise Lines' four "Spirit" class ships, the
Carnival Miracle, the Carnival Legend, the Carnival Pride and the Carnival
Spirit have 80% outside cabins, with 80% of those outside cabins having
balconies. Eighteen of the Carnival Cruise Lines ships operate to destinations
in the Bahamas or the Caribbean during all or a portion of the year, and two of
its ships call on ports on the Mexican Riviera year-round. Carnival Cruise Lines
ships also offer cruises to Alaska, Bermuda, Canada/New England, the Hawaiian
Islands and Europe, with most cruises ranging from three to seven days.

      Princess, whose brand name was made famous by the "Love Boat" television
show, operates 14 premium ships, with one additional ship expected to begin
service in fiscal 2006 and another in 2007. Princess' sailing schedule visits
all seven continents. Most cruises range from seven to 15 days in length, with
some up to 30 days, and destinations include Alaska, Europe, the Caribbean, the
Panama Canal, Mexican Riviera, the South Pacific, South America, Hawaiian
Islands, Asia and Canada/New England. Princess also operates a private
destination port-of-call known as Princess Cays on the Bahamian Island of
Eleuthera, which features retail outlets, water sports, beach and sports
facilities, restaurants, bars and other amenities. Princess' fleet was designed
with numerous options and features, including intimately designed spaces,
spacious staterooms and private balconies.


                                       10


      During the spring of 2005, the 2016-passenger Adonia, which is currently
operated by P&O Cruises, will be transferred to Princess and renamed the Sea
Princess. The Sea Princess will be based most of the year in Southampton,
England, primarily to serve UK-based passengers. Also in spring 2005, the
1196-passenger Royal Princess will be transferred to P&O Cruises and renamed the
Artemis.

      In 2005, Holland America Line's fleet of 12 premium ships will offer
nearly 500 sailings from 27 home ports, 17 in North America, including
departures from Norfolk, Virginia, Baltimore, Maryland, and Boston,
Massachusetts, with one additional ship expected to begin service in 2006. In
April 2004, the Westerdam, the most recent addition, joined the fleet. This
fleet also visits all seven continents in 2005, while increasing the number of
cruises to popular destinations such as Alaska, the Caribbean, Europe and
Canada/New England. 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 is in the process of investing $225 million to
provide product and service enhancements to its fleet. The comprehensive
enhancements, known as the "Signature of Excellence," focus on five areas vital
to Holland America Line's guest experience-spacious, elegant ships and
accommodations, sophisticated dining, gracious, unobtrusive service, extensive
enrichment programs and activities, and compelling worldwide itineraries. In
October 2004, the Ryndam was re-launched as the first ship to showcase the full
range of enhancements of the Signature of Excellence. Similar enhancements on
the remaining fleet are expected to be completed by the end of 2006.

      Windstar Cruises operates three motor-sail yachts known for their casually
elegant atmosphere. In 2005, Windstar Cruises will offer sailings in the
Caribbean, Europe and Costa Rica. 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, innovative cuisine and wine selections, 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 quality cuisine aboard their intimately sized all-suite ships. The
Yachts of Seabourn offer an ultra-luxury experience and are primarily marketed
in North America. 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 2.7 million European-sourced passengers took
cruise vacations in 2003 compared to approximately 8.2 million North American
sourced-passengers. The number of European cruise passengers increased by a
compound annual growth rate of approximately 10.6% between 1998 and 2003. We
believe that cruising represents less than 1% 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.

      Our projections indicate that by the end of 2005, 2006 and 2007, Europe
will be served by 122, 124 and 128 ships, respectively, having an aggregate
passenger capacity of approximately 100,000, 106,000 and 115,000 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. At the
end of 2004, Europe was served by 116 ships, having an aggregate passenger
capacity of approximately 93,000 lower berths.

      We have contracted for two new cruise ships that we have not yet assigned
to either our European brands or our North American brands. We expect these two
ships to enter service in 2008, and that we will decide on which brand they are
to join by September 30, 2005. At current exchange rates, it is most likely that
these two contracts will be assigned to one of our cruise brands whose
functional currency is the euro or sterling.

      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 2003.
Cruising was relatively underdeveloped as a vacation option for the UK consumers
until the mid-1990s, but since then the UK has been one of the fastest growing
regions in


                                       11


the world. The number of UK cruise passengers increased by a compound annual
growth rate of approximately 8.8% between 1998 and 2003. 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, Europe and the rest of the world.

      P&O Cruises is the largest cruise operator and best known cruise brand in
the UK, with four premium ships, with an average age of six years at November
30, 2004 and one new ship, the Arcadia, expected to begin service in 2005. These
ships cruise to over 180 destinations in more than 75 countries, with most
cruises ranging from 12 to 16 days, but with some cruises lasting longer. 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 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." P&O Cruises offers cruises to the
Mediterranean, the Atlantic Islands, the Baltic, the Norwegian Fjords and the
Caribbean and around the world voyages.

      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 new 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 new 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.

      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. In the summer season, the
itineraries are focused in the Mediterranean, the Black Sea, the Baltic and
around Great Britain. Winter cruise destinations alternate between Central and
South America 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 0.9
million cruise passengers in 2003. Cruising in Italy, France and Spain exhibited
a compound annual growth rate in the number of passengers carried of
approximately 12.6% between 1998 and 2003. We believe that southern Europe is
also relatively underdeveloped for the cruise industry. We intend to increase
our penetration in southern Europe through Costa, the largest and one of the
most recognized cruise brands marketed in Europe.

      Costa's 11 contemporary ships operate in Europe during the spring to fall.
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. The Costa ships call on 120 European ports, with 49 different
itineraries, and sail to various other ports in the Caribbean and South America,
with most cruises ranging from seven to 11 days. Costa expects to take delivery
of one new


                                       12


ship in 2006 and another in 2007. In addition, Costa expects to transfer the
1022-passenger Costa Tropicale to P&O Cruises Australia in October 2005, which
will be renamed the Pacific Star.

      C. Germany

      Germany is one of the largest sources for cruise passengers in continental
Europe with approximately 0.5 million cruise passengers in 2003. Germany
exhibited a compound annual growth rate in the number of cruise passengers
carried of approximately 11.5% between 1998 and 2003. 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 sources substantially all its passengers from Germany. In addition,
since 2002 Costa has dedicated one ship, the Costa Marina, to German- sourced
passengers.

      AIDA is the best-known cruise brand in the fast-growing German cruise
industry, and offers a "club cruising" style that has 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 four contemporary ships primarily offer seven day trips that allow guests
to easily book back-to-back cruise vacations. AIDA expects to take delivery of
one new ship in April 2007 and another in April 2009. Each of these new ships
has a 22% larger passenger capacity than the largest ship in AIDA's current
fleet. During the summer the AIDA ships sail in the Mediterranean and the North
and Baltic Seas, calling on approximately 70 ports, while itineraries for the
winter include the Caribbean, Central America, the Western Mediterranean and the
Atlantic Islands. In 2004, itineraries also included the Persian Gulf and
Southeast Asia.

      IV. Australia and New Zealand

      Cruising in Australia is relatively well established but is still
developing. We estimate that approximately 155,000 Australians took cruise
vacations in 2003. 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 and the
Pacific Sky, offer seven to 14 day cruises from Sydney 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.

      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 currently operates two vessels in this region, Costa
Victoria and Costa Tropicale, collectively offering approximately 2,950 lower
berths.


                                       13


      VI. Ship Information

          Summary information of our ships as of February 7, 2005 is as
follows:

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

          Carnival Cruise Lines
          Carnival Valor             Panama           2004           2,974
          Carnival Miracle           Panama           2004           2,120
          Carnival Glory             Panama           2003           2,968
          Carnival Conquest          Panama           2002           2,966
          Carnival Legend            Panama           2002           2,122
          Carnival Pride             Panama           2001           2,120
          Carnival Spirit            Panama           2001           2,122
          Carnival Victory           Panama           2000           2,750
          Carnival Triumph           Bahamas          1999           2,752
          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           2,054
          Celebration                Panama           1987           1,484
          Holiday                    Bahamas          1985           1,450
                                                                    ------
            Total Carnival Cruise Lines                             44,866
                                                                    ------

          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(1)        Gibraltar        1999             668
          Grand Princess             Bermuda          1998           2,592
          Dawn Princess              Bermuda          1997           1,998
          Sun Princess               Bermuda          1995           2,022
          Regal Princess             Bermuda          1991           1,596
          Royal Princess(2)          Bermuda          1984           1,196
                                                                    ------
            Total Princess                                          28,332
                                                                    ------

          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           1,476
          Costa Tropicale(3)         Italy            1982           1,022
                                                                    ------
            Total Costa                                             18,272
                                                                    ------


                                       14


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

          Holland America Line(4)
          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
                                                                    ------

          P&O Cruises
          Oceana                     UK               2000           2,016
          Aurora                     UK               2000           1,870
          Adonia(5)                  UK               1998           2,016
          Oriana                     UK               1995           1,822
                                                                    ------
            Total P&O Cruises                                        7,724
                                                                    ------

          AIDA
          AIDAaura                   Italy            2003           1,266
          AIDAvita                   Italy            2002           1,266
          AIDAcara                   Italy            1996           1,180
          AIDAblu(6)                 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(7)             Bahamas          1986           1,486
          Pacific Sky                UK               1984           1,200
                                                                    ------
            Total P&O Cruises Australia                              2,686
                                                                    ------

          Ocean Village
          Ocean Village              UK               1989           1,578

          Swan Hellenic
          Minerva II(8)        Marshall Island        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                                                  132,082
                                                                   =======

(1)   The Pacific Princess is only included in Princess' capacity, although it
      also is based out of Australia for one-half of the year.

(2)   The Royal Princess is expected to be transferred to P&O Cruises in the
      spring of 2005 and be renamed the Artemis.

(3)   The Costa Tropicale is expected to be transferred to P&O Cruises Australia
      in October 2005 and be renamed the Pacific Star.


                                       15



(4)   In November 2004, the 1,214 passenger Noordam left the Holland America
      Line fleet pursuant to a long-term bareboat charter agreement.

(5)   The Adonia is expected to be transferred to Princess in the spring of 2005
      and be renamed the Sea Princess.

(6)   The AIDAblu was formerly the A'ROSA Blu and was renamed in the spring of
      2004. (7) The Jubilee was transferred from Carnival Cruise Lines to P&O
      Cruises Australia in the summer of 2004 and was renamed the Pacific Sun.

(8)   The Minerva II is operated by Swan Hellenic pursuant to a bareboat charter
      agreement that expires in spring 2007.

      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 areas 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, higher unemployment, 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. 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 growth of the North American population
between ages 45 and 74 is expected to increase 21% between 2005 and 2015. 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, the Cruise Lines International Association, or CLIA, a leading
trade group, estimates that only approximately 16% of the U.S. population has
ever taken a cruise. 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 (1):


                                       16


            FISCAL          CRUISE           PASSENGER
             YEAR         PASSENGERS         CAPACITY      OCCUPANCY(2)
             ----         ----------         ---------     ---------

             2000          2,669,000          48,196        105.4%
             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%

(1)   Information presented is as of the end of our fiscal year for passenger
      capacity. Costa's information is only included subsequent to 2000 and
      Carnival plc's information is only included since April 17, 2003, the
      period subsequent to the completion of the DLC transaction.

(2)   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 48,196 berths at November 30, 2000
to 129,108 berths at November 30, 2004, primarily because of the acquisition and
consolidation of Costa's 9,200 berths during 2001, the 34,428 berths from the
DLC transaction with P&O Princess during 2003 and the deliveries of 17 new
cruise ships during this four-year period. See Part I, Item l. Business, C.
"Cruise Operations-Ship Information" for additional information. Subsequent to
November 30, 2004, we took delivery of the Carnival Valor, which added 2,974
berths to our capacity.

      The occupancy level on our ships during each quarter indicated below was
as follows (1):

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

             February 28, 2003                     102.8%
             May 31, 2003                           98.5%
             August 31, 2003                       109.8%
             November 30, 2003                     101.1%
             February 29, 2004                     102.0%
             May 31, 2004                          102.8%
             August 31, 2004                       110.2%
             November 30, 2004                     102.5%

(1)   Carnival plc occupancy is only included since April 17, 2003.

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

      As of February 7, 2005, we had signed agreements with two shipyards
providing for the construction of 13 additional cruise ships scheduled for
delivery between March 2005 and April 2009. See Note 7, "Commitments" to our
Consolidated Financial Statements in Exhibit 13 to this joint Annual Report on
Form 10-K.

      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
2004, we were primarily involved in the development of cruise port facilities in
Galveston, Texas, Juneau, Alaska and San Juan, Puerto Rico, all of which opened
in 2004, Miami, Florida, New York, New York, the Turks & Caicos Islands, Belize
City, Belize and Naples, Italy. In addition, we are in the process of or
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 Barcelona, Spain and Civitavecchia, Italy. No
assurance can be given that any of these cruise port facilities that are still
being developed will be completed.

      Finally, we currently operate port facilities in Cozumel, Mexico, Long
Beach, California and Savona, Italy pursuant to concession agreements with the
governmental authorities and other third parties. Puerta Maya, our Cozumel port,
is one of the busiest transit ports in the world, with over 1.5 million of our
passengers having visited in 2004.


                                       17


Our Long Beach terminal is the home port for Carnival Cruise Lines' U.S. West
Coast sailings to Mexico, as well as a transit port for other of our 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 well 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. In addition, some of our
fares, such as Carnival Cruise Lines' Supersaver fares, Princess's Loveboat
Savers plan and Holland America Line's Early Savings and Mariner Savings fares,
are designed to encourage potential passengers to book cruise reservations
earlier.

      Commencing after September 11, 2001, our brands, as well as others in the
travel and leisure industry, generally experienced a closer-to-vacation booking
pattern than was experienced prior to September 11, 2001. Generally, this
pattern continued during 2003, but commencing in late 2003 and throughout 2004,
this trend reversed itself, and bookings have been occurring further in advance,
on average, approaching more normal patterns. However, it is possible that
booking trends could revert to closer to sailing patterns in the future.

      When a passenger elects to purchase air transportation from us, both our
cruise revenues and 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 derive revenues from other onboard activities and services not included
in the cruise ticket price including, 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, vacation
protection programs 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
performed 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.


                                       18


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, Washington, D.C. and/or
Las Vegas, Nevada. Packages offered in Europe generally include up to four-night
vacations, including stays in well-known European cities, such as Athens,
Greece, 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. 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 2004,
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.

      Finally, we have established the World's Leading Cruise Lines ("WLCL")
marketing 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, with our third
quarter being the strongest. Historically, demand for cruises has been greatest
during our third fiscal quarter, which includes the Northern Hemisphere summer
months. The consolidation of the P&O Princess brands has caused our quarterly
results to be more seasonal than we had previously experienced, as their
business is more seasonal. 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.


                                       19


      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 Norwegian
Cruise Line and Orient Lines, Disney Cruise Line and Mediterranean Shipping
Company, which owns MSC Cruises.

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

      Our primary competitors for our Seabourn and Windstar luxury brands
include Crystal Cruises, 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, C. -"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.

      The Stability Load Line and Fishing Vessel Sub-committee of the IMO has
been investigating the introduction of harmonized probabilistic damage stability
regulations over the last several years. In December 2004, the Maritime Safety
Committee ("MSC") approved for adoption amendments to SOLAS chapter II-I that
relate to the damage stability of new cruise passenger vessels. These proposed
regulations are expected to be adopted by the MSC in May 2005, and would be
applicable to those vessels whose keels are laid after January 1, 2007. Although
such new standards, as currently proposed, would not affect our


                                       20


existing fleet or our vessels currently under contract whose keels will have
been laid prior to January 1, 2007, compliance with those proposed standards
would increase the construction cost of future newbuild orders.

      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 new
security requirements implementing The Maritime Transportation Security Act of
2002, referred to as "MTSA," and new security requirements under SOLAS. SOLAS
amendments were adopted in 2002 aimed at enhancing maritime security on board
ships and at ship/port interface areas. Among other things, these amendments
create a new SOLAS chapter dealing specifically with maritime security, which in
turn contains the mandatory requirement for passenger vessel operators, such as
ourselves, to comply with the new International Ship and Port Facility Security
Code, sometimes referred to as the "ISPS Code," effective July 1, 2004. The U.S.
Coast Guard issued a series of final rules on October 22, 2003, implementing
U.S. requirements under both the MTSA and ISPS Code. Among other things, the
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 ("ISSC") have been issued demonstrating compliance with the ISPS
Code. Since July 1, 2004, the ISSC and our ships' security measures have been
reviewed by the U.S. Coast Guard during the Port State Control examinations. 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 ("Glacier Bay"). 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. See Part
1, Item 3. "Legal Proceedings" and Note 8, "Contingencies-Litigation" to our
Consolidated Financial Statements in Exhibit 13 to this joint Annual Report on
Form 10-K.

      Any loss of rights or reduction of permits is not expected to have a
material impact on our financial statements since we believe there are
additional attractive alternative destinations in Alaska and elsewhere that can
be substituted for Glacier Bay.

          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


                                       21


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. 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 these regulations may increase our operating costs,
including the cost of fuel, beginning in May 2006 for ships operating in the
Baltic Sea and November 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. See Note 8, "Contingencies - Litigation" to
our Consolidated Financial Statements in Exhibit 13 to this joint Annual Report
on Form 10-K for additional information related to Holland America Line's
environmental contingencies.

      From time to time, environmental and other 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


                                       22


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 1. Business, B. "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. The FMC has proposed various changes to
the financial responsibility regulations for non-performance of transportation,
including a proposal to increase significantly the amount of financial
responsibility required to be maintained by cruise lines, which would increase
our compliance costs. See Part 1, Item 1. Business, F. "Insurance - Other
Insurance" below 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, F. "Insurance-Other Insurance"
below 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 the necessary 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 1. Business, B. "Risk
Factors" for a discussion of other regulations which impact us.

      XVI. Financial Information

      For financial information about our cruise reporting segment with respect
to each of the three years in the period ended November 30, 2004, see Note 12,
"Segment Information" to our Consolidated Financial Statements in Exhibit 13 to
this joint Annual Report on Form 10-K.

      D. Employees

      Our shoreside operations have approximately 9,500 full-time and 4,000
part-time/ seasonal employees. We also employ approximately 56,000 officers,
crew and staff onboard our 77 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, Holland, the UK,
Norway and Germany. 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.


                                       23


      E. 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 limited
number of suppliers for most of our food and beverages and hotel and restaurant
supplies and products, most of these purchases are available from numerous
sources at competitive prices. The use of a limited 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 February 7, 2005, we have agreements in place
for the construction of 13 cruise ships by two shipyards. We believe there are
sufficient dry-dock and shipbuilding facilities to meet our anticipated
requirements.

      F. 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 through
the use of substantial deductibles, 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

      Subject to coverage limits and exclusions, such as claims excluded arising
from chemical and biological attacks, we maintain war risk insurance 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 our ships, which includes terrorist risks, for 30 of our ships. Under the
terms of the policy, 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. As a result of the September 11, 2001 and other events,
our war risk insurance premiums have increased


                                       24


substantially. 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.

      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 $190 million and $70 million,
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
assets, as well as appropriate workers' compensation policies. We also maintain
business interruption insurance for Holland America Tour and Princess Tour hotel
properties, 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.

      G. 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" and Note 3 "DLC Transaction" to our Consolidated Financial
Statements in Exhibit 13 to this joint Annual Report on Form 10-K.

      H. 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


                                       25


the year ending 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 final regulations
as not incidental to ship operations are income from the sale of air
transportation, shore excursions and pre- and post cruise land packages.

      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 certain U.S. source
income derived from the international operation of a ship or ships. In 2003, the
U.S. Treasury Department issued final regulations under Section 883 relating to
income derived by foreign corporations from the international operation of ships
and aircraft. These regulations will be effective commencing for our year ending
November 30, 2005. As related to us, the final 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").
Pursuant to the final U.S. Treasury regulations issued under Section 883, 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 proposed 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 final 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 38% 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


                                       26


the future, Carnival Corporation were to fail to qualify as a publicly traded
corporation, it and all of its ship-owning or operating subsidiaries would be
subject to U.S. federal income tax on their income associated with their cruise
operations in the U.S. 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 will continue to qualify as a
publicly traded corporation under these final 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 final 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
resident subsidiaries currently qualifies 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 and not subject to U.S. federal income tax. 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.


                                       27


      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 Tonnage Tax

      AIDA, through October 2004, 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. An election for the tonnage tax regime to apply takes effect for ten
years and can be renewed on a rolling basis. 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.

      Relevant shipping 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
European Union ("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 Income Tax

      Our Costa cruise operations are subject to Italian income tax. However, as
a result of income tax exemptions allowed Italian registered vessels, Costa's
Italian cruise operations are subject to an effective tax rate of approximately
6%. In 2003, the Italian government passed a law permitting the establishment of
an elective new tonnage tax regime similar, in all material respects, to the UK
regime described above. This law was approved by the EU in 2004. Rules providing
some of the final implementation details in the planned system are expected to
be issued in early 2005. Upon issuance of these final rules, we will complete
our analysis of the impact of this elective tax regime, and decide whether or
not Costa should enter.


                                       28


      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 as discussed above. The majority of the profits earned by our
German brands are exempt from German corporation taxes by virtue of the
Italy/German double tax treaty.

      German and Australian Income Tax

      For substantially all of 2004, both AIDA and P&O Cruises Australia were
divisions of Carnival plc. As noted above, beginning in November 2004, AIDA
became a division of Costa and was subject to the Italian income tax as
described above. P&O Cruises Australia has remained a division of Carnival plc
throughout 2004. The income from these operations, while branches of Carnival
plc, were subject to UK tonnage tax as discussed above. The majority of these
operations' profits are exempt from German and Australian corporation taxes by
virtue of the UK/Germany and UK/Australian double tax treaties.

      I. 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 page at www.carnivalcorp.com and
www.carnivalplc.com.

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.       282,000             Lease
Holland America Line, Holland
  America Tours, Princess Tours
  and Windstar                    Seattle, WA U.S.A.          186,000/24,000       Lease/Own
Costa                             Genoa, Italy                   159,000              Own
Art framing and warehouse and
  Princess warehouse facilities   Dania Beach and
                                    Ft. Lauderdale,
                                    Florida U.S.A.               125,000             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 and Frankfurt,
                                    Germany                       65,000             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 own 22,000 square feet of office space in Williston, North
Dakota for additional Carnival Cruise Lines and Holland America Line reservation
centers, respectively. Finally, we own or lease port facilities in Cozumel,
Mexico, Long Beach, California and Savona, Italy.

      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 and Princess' private islands,
Half Moon


                                       29


Cay and Princess Cays, respectively, are briefly described in Part I, Item 1.
Business, C. "Cruise Segment." 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.

      Several actions (collectively, the "ADA Complaints") were filed against
Costa, Holland America Tours and Cunard alleging that they violated the
Americans with Disabilities Act by failing to make certain cruise ships
accessible to individuals with disabilities. The plaintiffs sought injunctive
relief to require modifications to certain vessels to increase accessibility to
disabled passengers and fees and costs. The status of each ADA Complaint is as
follows:

          On August 28, 2000, Access Now, Inc. and Edward S. Resnick filed ADA
          Complaints in the U.S. District Court for the Southern District of
          Florida against Costa and Holland America Tours. These complaints
          sought modifications to vessels to increase accessibility to disabled
          passengers. In October 2004, the Court approved settlement agreements
          pursuant to which Costa will make certain modifications to four of its
          ships, with an option to include other ships into the settlement
          agreement and Holland America Line will make certain modifications to
          eleven of its ships, with an option to include other ships into the
          settlement agreement.

          On August 29, 2000, an ADA Complaint also was filed against Cunard by
          Access Now, Inc. and Edward S. Resnick in the U.S. District Court for
          the Southern District of Florida. Cunard filed an answer to the
          complaint on November 10, 2000. Given the settlement reached in a
          similar case against CCL, the plaintiff has agreed to dismiss the ADA
          Complaint against Cunard without prejudice pending settlement
          negotiations which are ongoing.

      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. 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 the second half of 2005 at
the earliest.

      Two 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 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 travel agencies. 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. We filed an
          answer on June 3, 2002. A hearing on class certification issues took
          place on August 18, 2004. The plaintiffs requested and were granted an
          extension of time to request class certification and conduct
          discovery. However, the plaintiffs agreed not to depose any Carnival
          Corporation personnel in the matter. Carnival Corporation has filed a
          motion for summary judgment.

          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


                                       30


          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 pending a resolution of the Greene County
          action referred to above.

      On August 17, 2002, an incident occurred in Juneau, Alaska onboard Holland
America Line's Ryndam involving a wastewater discharge from the ship. As a
result of this incident, on December 13, 2004, HAL Maritime Ltd. ("HAL
Maritime") pled guilty to a single misdemeanor for violating Section 1(a)(4) of
Public Law 106-554 (December 21, 2000) pursuant to a plea agreement with the
U.S. Government. HAL Maritime paid a $0.2 million criminal fine, a $0.5 million
community service payment, and agreed to commit $1.3 million toward the
implementation of a Focused Environmental Compliance Plan. The agreement also
provides for a three-year probationary term, with the ability to request early
termination of probation after two years. HAL Maritime also paid a civil fine of
$65,000 to the State of Alaska as a result of the same event. Possible
consequences of the plea include debarment from federal contracting, which would
prohibit operations in Glacier Bay during the period of debarment.

      On February 23, 2001, Holland America Line-USA, Inc. ("HAL-USA"), a
wholly-owned subsidiary, received a subpoena from a grand jury sitting in the
U.S. District Court for the District of Alaska. The subpoena requests that
HAL-USA produce documents and records relating to the air emissions from Holland
America Line ships in Alaska. HAL-USA responded to the subpoena.

      On March 5, 2004, Holland America Line notified the U.S. and Netherlands
governmental authorities that one of its chief engineers had admitted to
improperly processing bilge water on the Noordam. A subsequent internal
investigation has determined that the improper operation may have begun in
January 2004 and may have continued sporadically through March 4, 2004. Holland
America Line and three shipboard engineers received grand jury subpoenas from
the Office of the U.S. Attorney in Tampa, Florida. If the Noordam investigation
results in charges being filed, a judgment could include, among other forms of
relief, fines and debarment from federal contracting, which would prohibit
operations in Glacier Bay during the period of debarment.

      In August 2004, Holland America Line was notified by the National Park
Service ("NPS") that the Volendam and Statendam may have violated opacity
standards while operating in Glacier Bay. On November 10, 2004, NPS notified
Holland America Line in separate letters that a Violation of Record would be
entered in the permanent park files for each ship. This is the first such
violation for either ship. Holland America Line intends to vigorously oppose the
decision in each case. If the Violation of Record is not reversed and either
ship receives a second such violation within three years, that ship may be
barred from entry into Glacier Bay.

      During 2004, seven of Holland America Line's ships offered Alaska cruises
during May through September. Of those cruises, 69% included Glacier Bay on
their itinerary. If the Ryndam plea or Noordam investigations results in
debarment, or if a second Violation of Record caused the Statendam or Volendam
to be prohibited from entering Glacier Bay, we would not expect the impact on
our financial statements to be material to us since we believe there are
additional attractive alternative destinations in Alaska and elsewhere that can
be substituted for Glacier Bay.

      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. A date for an oral hearing will be set in due course, unless
Festival withdraws its action. 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.

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

      None.


                                       31


      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         57       Senior Vice President Management Advisory Services

      Micky Arison            55       Chairman of the Board of Directors and Chief
                                         Executive Officer

      Alan B. Buckelew        56       President of Princess and Chief Operating Officer of
                                         Cunard

      Gerald R. Cahill        53       Executive Vice President and Chief Financial and
                                         Accounting Officer

      Pamela C. Conover       48       Senior Vice President Shared Services

      Robert H. Dickinson     62       President and Chief Executive Officer of Carnival
                                         Cruise Lines and Director

      Kenneth D. Dubbin       51       Vice President Corporate Development

      Pier Luigi Foschi       58       Chairman and Chief Executive Officer of Costa
                                         Crociere, S.p.A. and Director

      Howard S. Frank         63       Vice Chairman of the Board of Directors and Chief
                                         Operating Officer

      Ian J. Gaunt            53       Senior Vice President International

      Stein Kruse             46       President and Chief Executive Officer of Holland
                                         America Line Inc. ("HAL")

      Arnaldo Perez           44       Senior Vice President, General Counsel and Secretary

      Peter G. Ratcliffe      56       Chief Executive Officer of P&O Princess Cruises
                                         International and Director


      Business Experience of Executive Officers

      Richard D. Ames has been Senior Vice President Management Advisory
Services ("MAS") since March 2002. From January 1992 to February 2002 he was
Vice President Audit Services, now known as MAS.

      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.

      Alan B. Buckelew has been President and Chief Financial Officer of
Princess since February 2004 and Chief Operating Officer of Cunard since October
2004. 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.

      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.

      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.

      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.

      Kenneth D. Dubbin has been Vice President Corporate Development since May
1999. From 1990 to 1999, he was Vice President and Treasurer of Royal Caribbean
Cruises Ltd.

      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.


                                       32


      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.

      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.

      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.

      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.

      Peter G. Ratcliffe has been a director since April 2003 and a director of
Carnival plc since October 2000. He was Carnival plc's Chief Executive Officer
until April 2003. 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
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.

                                    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 declared cash dividends on all of its common stock in
the amount of $0.15 per share in the last quarter of fiscal 2004 and in the
first quarter of fiscal 2005, a 20% per share increase compared to the prior
dividend per share. Previously, Carnival Corporation declared cash dividends of
$0.125 per share in each of the first three quarters of fiscal 2004 and the last
quarter of fiscal 2003, a 19% per share increase compared to the prior dividend
per share. Carnival Corporation's cash dividends were $0.105 per share in each
of the first three quarters of fiscal 2003. Carnival plc paid cash dividends on
all its ordinary shares in the amount of $0.10 per share, as adjusted for the
..3004 equalization ratio, for the first quarter in calendar 2003. Carnival plc
dividends were for the same amount per share as Carnival Corporation's dividends
for all quarters beginning in the second quarter of fiscal 2003.

      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 late 2004 and 2003 or maintain their current levels.


                                       33


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 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 11, 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.

      Not applicable.

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, 2004, 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, 2004.

      Our management's assessment of the effectiveness of our internal control
over financial reporting as of November 30, 2004 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, 2004 that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting.


                                       34


      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, Certain Relationships and Related
      Transactions and Principal Accountant 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 and 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 Schedule

      None

          (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.


                                       35


                                   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 Officer
February 14, 2005                        February 14, 2005

      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/ 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 Officer
February 14, 2005                        February 14, 2005

/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 Officer
February 14, 2005                        February 14, 2005

/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 14, 2005                        February 14, 2005

/s/ Richard G. Capen, Jr.                /s/ Richard G. Capen, Jr.
- -------------------------                -------------------------
Richard G. Capen, Jr.                    Richard G. Capen, Jr.
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ Robert H. Dickinson                  /s/ Robert H. Dickinson
- ------------------------                 -----------------------
Robert H. Dickinson                      Robert H. Dickinson
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ Arnold W. Donald                     /s/ Arnold W. Donald
- ---------------------                    --------------------
Arnold W. Donald                         Arnold W. Donald
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ Pier Luigi Foschi                    /s/ Pier Luigi Foschi
- ---------------------                    ---------------------
Pier Luigi Foschi                        Pier Luigi Foschi
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ Richard J. Glasier                   /s/ Richard J. Glasier
- ----------------------                   ----------------------
Richard J. Glasier                       Richard J. Glasier
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ Baroness Hogg                        /s/ Baroness Hogg
- -----------------                        -----------------
Baroness Hogg                            Baroness Hogg
Director                                 Director
February 14, 2005                        February 14, 2005


                                       36


/s/ A. Kirk Lanterman                    /s/ A. Kirk Lanterman
- ----------------------                   ---------------------
A. Kirk Lanterman                        A. Kirk Lanterman
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ Modesto A. Maidique                  /s/ Modesto A. Maidique
- ------------------------                 -----------------------
Modesto A. Maidique                      Modesto A. Maidique
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ John P. McNulty                      /s/ John P. McNulty
- --------------------                     -------------------
John P. McNulty                          John P. McNulty
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ Sir John Parker                      /s/ Sir John Parker
- -------------------                      -------------------
Sir John Parker                          Sir John Parker
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ Peter G. Ratcliffe                   /s/ Peter G. Ratcliffe
- -----------------------                  ----------------------
Peter G. Ratcliffe                       Peter G. Ratcliffe
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ Stuart Subotnick                     /s/ Stuart Subotnick
- --------------------                     --------------------
Stuart Subotnick                         Stuart Subotnick
Director                                 Director
February 14, 2005                        February 14, 2005

/s/ Uzi Zucker                           /s/ Uzi Zucker
- --------------                           --------------
Uzi Zucker                               Uzi Zucker
Director                                 Director
February 14, 2005                        February 14, 2005


                                       37


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 7, 2005,
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 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 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 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.


                                       38


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 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-Amendment and Restatement Agreement, dated November 17, 2003, by and among
Carnival Corporation, Carnival plc, JPMorgan Chase Bank as successor to The
Chase Manhattan Bank, and various other lenders, incorporated by reference to
Exhibit No. 10.3 to our joint Annual Report on Form 10-K for the year ended
November 30, 2003.

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, 2004, between Baroness Sarah
Hogg and each of Carnival Corporation and Carnival plc.

10.14-Director's Appointment letter, dated August 19, 2004, between Richard J.
Glasier and


                                       39


each of Carnival Corporation and Carnival plc.

10.15-Director's Appointment letter, dated August 19, 2004, between Sir John
Parker and each of Carnival Corporation and Carnival plc.

10.16-Director Appointment letter, dated August 19, 2004, between John McNulty
and each of Carnival Corporation and Carnival plc.

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.

10.26-2001 Outside Director Stock Option Plan, incorporated by reference to
Exhibit No. 10.9 to Carnival Corporation's Annual Report on Form 10-K for the
year ended November 30, 2001.

10.27-Amended and Restated Carnival Corporation 2002 Stock Plan, incorporated by
reference to Exhibit 10.1 to the joint Quarterly Report on Form 10-Q for the
quarter ended May 31, 2003.

10.28-Service Agreement letter, dated May 28, 2002, between Costa Crociere,
S.p.A. and Pier Luigi Foschi, incorporated by reference to Exhibit No. 10.2 to
Carnival Corporation's Quarterly Report on Form 10-Q for the quarter ended May
31, 2002.

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 10.2 to the joint Quarterly Report on Form 10-Q for the
quarter ended May 31, 2003.

10.31-Registration Rights Agreement, dated as of April 29, 2003, by and among
Carnival Corporation, Carnival plc and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, incorporated by reference to Exhibit 4.14
to the joint registration statement on Form S-3 and F-3 of Carnival Corporation,
Carnival plc and POPCIL.


                                       40


10.32-Indemnification Agreement, dated April 17, 2003, between Micky M. Arison
and Carnival Corporation, incorporated by reference to Exhibit 10.5 to the 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 the 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 10.9 to
the 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.

10.36-Indemnification Agreement, dated April 17, 2003, between Pier Luigi Foschi
and Carnival Corporation, incorporated by reference to Exhibit 10.13 to the
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 10.15 to the
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.

10.39-Indemnification Agreement, dated April 17, 2003, between Peter G.
Ratcliffe and Carnival Corporation, incorporated by reference to Exhibit 10.24
to the 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 10.4 to the 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.

10.42-Director Appointment letter, dated April 14, 2003, between Robert H.
Dickinson and Carnival plc, incorporated by reference to Exhibit 10.8 to the
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.

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 10.14 to the 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.

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.

10.49-Director Appointment letter, dated August 19, 2004, between Uzi Zucker and
each of Carnival Corporation and Carnival plc.

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.


                                       41


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 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 4.10 to P&O Princess' Annual Report on Form
20-F for the year ended December 30, 2001.

10.54-1994 Carnival Cruise Lines Key Management Incentive Plan as amended on
July 17, 2000, incorporated by reference to Exhibit No. 10.1 to our Quarterly
Report on Form 10-Q for the quarter ended August 31, 2000.

10.55-Amendment to the Carnival Corporation Executive Retirement Plan,
incorporated by reference to Exhibit 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 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 our joint Quarterly Report on Form 10-Q for
the quarter ended February 29, 2004.

12-Ratio of Earnings to Fixed Charges.

13-Portions of 2004 Annual Report incorporated by reference into 2004 joint
Annual Report on Form 10-K.

21-Significant Subsidiaries of Carnival Corporation and Carnival plc.

23-Consent of PricewaterhouseCoopers LLP.

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


                                       42


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.


                                       43

EX-4.1

                                                                     Exhibit 4.1

February 7, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

RE:  Carnival Corporation,
     Commission File No. 1-9610, and Carnival plc, Commission File No. 1-15136

Gentlemen:

Pursuant to Item 601(b)(4)(iii) of Regulation S-K promulgated under the
Securities Exchange Act of 1934, as amended, Carnival Corporation and Carnival
plc (the "Companies") hereby agree to furnish copies of certain long-term debt
instruments to the Securities and Exchange Commission upon the request of the
Commission, and, in accordance with such regulation, such instruments are not
being filed as part of the joint Annual Report on Form 10-K of the Companies for
their year ended November 30, 2004.

Very truly yours,

CARNIVAL CORPORATION AND CARNIVAL PLC


/s/ Arnaldo Perez
- ----------------------------------------
Senior Vice President, General Counsel
  and Secretary


                                       44

EX-10.13

                                                                   Exhibit 10.13

                                    CARNIVAL
                               CORPORATION & PLC

STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                         August 19, 2004

Baroness Sara Hogg
91 Waterloo Road
London
SE1 8XP
United Kingdom

Dear Baroness Hogg,

I am pleased to confirm your re-appointment (the "Appointment") as a director of
each of Carnival Corporation and Carnival plc (collectively, the "Companies").
The terms of the Appointment are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.

1.    Term of Appointment

1.1   The Appointment shall terminate after your resignation, removal,
      disqualification or death as set forth in the Articles and/or Bylaws of
      each Company. It is understood that your Appointment will terminate
      immediately without any entitlement to further compensation if, among
      other things, you are not, re-elected at the annual general meetings of
      shareholders of the Companies; or are required to vacate office for any
      reason pursuant to any of the provisions of the Articles; or are removed
      as a director or otherwise required to vacate office under any applicable
      law.

1.2   Upon the termination of the Appointment, you shall (a) cease to be a
      director of each Company, (b) cease to have any entitlement to
      compensation other than compensation accrued and unpaid on the date of
      termination, and (c) deliver to an authorized representative of the
      Companies all correspondence, documents (including, without limitation,
      board minutes and board papers), copies thereof or other property of each
      Company, and of each of their subsidiaries and affiliates (collectively,
      the "Group") made or received by you in the course of your directorship
      (whether before or after the date of this letter).

1.3   You will at the request of either Company immediately resign (in writing)
      from the office of director of both Companies and any other office with a
      Group company and you irrevocably authorize the Companies as your attorney
      in your name and on your behalf to sign all documents and do all things
      necessary to give effect to this.



2.    Duties and Fees

2.1   You shall carry out such duties as set forth in the Articles and Bylaws
      and as otherwise agreed to by the Boards (the "Duties"). You shall have
      all the usual Duties of a director under applicable law. In carrying out
      the Duties, you shall have particular regard to your role as a director in
      light of the Listing Rules, Combined Code from time to time in effect in
      England and to similar rules, regulations and laws in the United States.

2.2   You are expected to attend all meetings of the Boards of Directors and
      committees upon which you serve, as well as the annual general meetings of
      shareholders. In addition, you are expected to devote appropriate
      preparation time ahead of each meeting. You have been provided with the
      calendar of Board meetings for the remainder of 2004 and 2005, including
      the location of each meeting. By accepting this appointment, you have
      confirmed that you are able to allocate sufficient time to attend the
      meetings and otherwise meet the expectations of your role. The agreement
      of the Chairman and the Presiding Director should be sought (which will
      not be unreasonably withheld) before accepting additional directorships
      that might affect the time you are able to devote to your role as a
      non-executive director of the Companies.

2.3   You will be entitled to a fee for your services as a director of the
      Companies of $40,000 per annum. You will receive an additional fee of
      $2,500 per annum ($5,000 for the audit committees) for service on a
      committee of the Boards of the Companies (it being understood that the
      parallel committees of the Companies will be deemed to be one committee
      for these purposes). If you act as chairperson of a committee of the
      Boards, you will be entitled to an additional fee of $5,000 per annum
      ($10,000 for the audit committees). In addition, attendance fees for
      meetings of the Boards and committees will also be paid ranging from
      $1,000 to $5,000 per meeting. For 2004, you will receive an additional
      $5,000 for each Board meeting held outside the UK which you attend in
      person. A compensation table which sets forth all such fees is annexed to
      this letter for your reference. If you are resident primarily outside of
      the United States, payments to you shall be made in the equivalent amount
      of Pounds Sterling (as of the time of payment).

2.4   You will be reimbursed for reasonable expenses incurred in the performance
      of the Duties in accordance with the Non-Executive Board of Directors
      Travel Expense Reimbursement Policy, a copy of which is attached hereto.
      The Company may request receipts or other evidence of expenditure prior to
      any reimbursement pursuant to this clause 2.4.

2.5   The compensation and reimbursement arrangements set forth in clauses 2.3
      and 2.4 hereof are subject to change as determined by the Boards from time
      to time.

3.    Confidential Information

3.1   You agree that, during the continuance of the Appointment or afterwards
      (unless authorised to do so by the Boards or by a court of competent
      jurisdiction), you will not use for your own or another's benefit or
      disclose or permit the disclosure of any confidential information of any
      member of the Group which you have obtained by virtue of the Appointment
      or your employment by the Companies or in respect of which the Companies
      are bound by an obligation of confidence to a third party. Confidential
      information shall include, without limitation, lists or details of
      customers, information relating to the working of any product, process,
      invention, improvement or development carried on or used by any member of
      the Group,



      information relating to research projects, know-how, prices, discounts,
      mark-ups, future business strategy, marketing, tenders, any price
      sensitive information and information concerning the intellectual property
      portfolio and strategy of the Companies.

3.2   The restrictions contained in this clause shall cease to apply to any
      confidential information which may (other than by reason of your breach of
      these terms) become available to the public generally, but any such use
      will be subject to any restrictive covenants to which you are a party.

4.    Indemnity

      In the event that you (or your heirs, executors or administrators) are
      made a party or are threatened to be made a party to or witness in any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, by reason of the fact
      that you are or were a director of either Company, Carnival Corporation
      shall (i) indemnify you against all expenses of any kind whatsoever
      (including attorneys' fees and expenses to enforce this indemnity),
      judgments, fines and amounts paid in settlement actually incurred by you
      in connection with such action, suit or proceeding and (ii) pay or advance
      to you in advance of final disposition of such action, suit or proceeding,
      within 20 days of the submission of an invoice therefore, all such
      expenses incurred in connection therewith, in each case of (i) and (ii) to
      the fullest extent and in the manner set forth in and permitted by the
      General Corporation Law of the Republic of Panama and any other applicable
      law, as from time to time in effect. Such right of indemnification and
      advancement of expenses shall not be deemed exclusive of any other rights
      to which you may be entitled apart from the foregoing provisions. The
      provisions of this Section 4, and Section 5 below, shall survive the
      termination of the letter and shall continue to be binding on Carnival
      Corporation until the later of (a) six years after the date that you cease
      to serve as a director of either Company and (b) the final termination of
      all proceedings pending or threatened on the sixth anniversary of your
      termination of service to which you are entitled to indemnification
      hereunder.

5.    Insurance

      To the extent possible, Carnival Corporation will maintain appropriate
      directors' and officers' liability insurance for your benefit in an amount
      which is not less than the current coverage as of the date of this letter
      for directors of each Company in respect of events occurring in respect of
      your service as a director of each Company or its subsidiaries, unless
      Carnival Corporation in good faith determines (and so notifies you
      reasonably in advance) that such insurance is not reasonably available or
      that the premiums therefore are disproportionate to the benefits. To the
      extent practicable, such insurance would name you separately as an insured
      (Side A Coverage).

6.    Code of Business Conduct and Ethics

      You agree to observe the provisions of the Company's code of business
      conduct and ethics.

7.    Miscellaneous

7.1   Nothing in this letter shall create the relationship of employee and
      employer between you and the Companies.



7.2   The agreement contained in this letter shall be governed by, and construed
      in accordance with, to the extent it relates to your service as a director
      of Carnival Corporation to Florida law and, to the extent it relates to
      your service as a director of Carnival plc, to English law. Any legal
      action in connection herewith may be brought in the Federal or State
      Courts located in Miami-Dade County, Florida or, if you are not a resident
      of the United States, the courts sitting in London England, and the
      parties submit to the jurisdiction of such courts.

7.3   This appointment letter may be executed in one or more counterparts, each
      of which will be deemed to be an original copy of this appointment letter,
      and all of which, when taken together, shall be deemed to constitute one
      and the same agreement.

8.    Entire Agreement

      This appointment letter represents the entire understanding, and
      constitutes the whole agreement, in relation to the Appointment and
      supersedes any previous agreement between yourself and the Companies with
      respect thereto except for any additional separate indemnity agreement
      entered into between you and the Companies.

Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.

CARNIVAL CORPORATION
CARNIVAL PLC

By: /s/ Howard S. Frank
    --------------------------
    Name:  Howard S. Frank
    Title: Vice-Chairman


AGREED AND ACCEPTED BY:

/s/ Baroness Sara Hogg
- ------------------------------
Baroness Sara Hogg

ANNEX

                          Board        Audit Committee         Other Committees
                          Member
                                      Chair       Member      Chair       Member
Annual Retainer          $40,000     $10,000     $ 5,000     $ 5,000     $ 2,500
  Attendance Fee
Attendance Fee
Meeting in Person          5,000       2,500       2,500       2,000       2,000
By Phone                   2,000       1,000       1,000       1,000       1,000
Additional Fee for         5,000
meeting outside UK
(applicable for 2004
only)



                                    CARNIVAL
                               CORPORATION & PLC

                        Non-Executive Board of Directors

                       Travel Expense Reimbursement Policy

                                 As of June 2003

Air Travel

As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.

Hotel Accommodations

Deluxe hotel room accommodation should be used when traveling on Board related
business.

Other Expenses

Other expenses include the following:

o     Meals

o     Ground Transportation (taxi, rental car).

o     Telephone

To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.

Spousal Travel

In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.

Administrative Requirements:

o     Expense Reimbursement Forms and Your Expense Reimbursement Coordinator

      The Company will reimburse ordinary and necessary actual expenses incurred
      in the performance of assigned duties and approved according to these
      practices. To be reimbursed, the following form(s) are required to be
      completed:

      o     Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
            The Business Purpose of the Trip should be entered in the applicable
            section of the form entitled "Business Purpose of Trip..." along
            with the date the expense was incurred.



      o     Wire Transfer (Sign-up) Form - (see Wire Transfer section below)

      To assist you with the following expense related items, you have been
      provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
      Legal Assistant and Board of Director's Coordinator) who can be contacted
      by tel. at (305) 599-2600 ext. 18035 or by e-mail at mleon@carnival.com.

      o     Provide expense reimbursement forms

      o     Collect, review and track your reimbursement forms and coordinate
            reimbursement

      o     Provide any required travel assistance

o     Wire Transfers

      Wire transfers are the preferred method of reimbursement for all cash
      outlays and mileage reimbursements. In order to be reimbursed in this
      manner you must submit your preferred banking information to the ERC using
      the Wire Transfer (Sign Up) Form. The form will be provided to you via
      e-mail/fax by the ERC upon request. If you change bank accounts, you must
      inform your ERC and fill out a new form with the new information and
      marking it "CHANGE". If you do not fill out this form, your expenses will
      be disbursed in the form of a Company check, which will be mailed to you.

o     Receipts (supporting documents)

Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.

o     Review and Approval

      Expense reimbursement forms and the related supporting documentation
      should be submitted to the ERC within 60 days of the incurred date. Your
      account will be credited within 30 days from the date of submission.

EX-10.14

                                                                   Exhibit 10.14

                                    CARNIVAL
                               CORPORATION & PLC

STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                         August 19, 2004

Richard J. Glasier
39 Shady Valley Drive
Chesterfield, MO 63017

Dear Dick,

I am pleased to confirm your appointment (the "Appointment") as a director of
each of Carnival Corporation and Carnival plc (collectively, the "Companies").
The terms of the Appointment are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.

1.    Term of Appointment

1.1   The Appointment shall terminate after your resignation, removal,
      disqualification or death as set forth in the Articles and/or Bylaws of
      each Company. It is understood that your Appointment will terminate
      immediately without any entitlement to further compensation if, among
      other things, you are not, re-elected at the annual general meetings of
      shareholders of the Companies; or are required to vacate office for any
      reason pursuant to any of the provisions of the Articles; or are removed
      as a director or otherwise required to vacate office under any applicable
      law.

1.2   Upon the termination of the Appointment, you shall (a) cease to be a
      director of each Company, (b) cease to have any entitlement to
      compensation other than compensation accrued and unpaid on the date of
      termination, and (c) deliver to an authorized representative of the
      Companies all correspondence, documents (including, without limitation,
      board minutes and board papers), copies thereof or other property of each
      Company, and of each of their subsidiaries and affiliates (collectively,
      the "Group") made or received by you in the course of your directorship
      (whether before or after the date of this letter).

1.3   You will at the request of either Company immediately resign (in writing)
      from the office of director of both Companies and any other office with a
      Group company and you irrevocably authorize the Companies as your attorney
      in your name and on your behalf to sign all documents and do all things
      necessary to give effect to this.

2.    Duties and Fees

2.1   You shall carry out such duties as set forth in the Articles and Bylaws
      and as otherwise agreed to by the Boards (the "Duties"). You shall have
      all the usual Duties of a director under applicable law. In carrying out
      the Duties, you shall have



      particular regard to your role as a director in light of the Listing
      Rules, Combined Code from time to time in effect in England and to similar
      rules, regulations and laws in the United States.

2.2   You are expected to attend all meetings of the Boards of Directors and
      committees upon which you serve, as well as the annual general meetings of
      shareholders. In addition, you are expected to devote appropriate
      preparation time ahead of each meeting. You have been provided with the
      calendar of Board meetings for the remainder of 2004 and 2005, including
      the location of each meeting. By accepting this appointment, you have
      confirmed that you are able to allocate sufficient time to attend the
      meetings and otherwise meet the expectations of your role. The agreement
      of the Chairman and the Presiding Director should be sought (which will
      not be unreasonably withheld) before accepting additional directorships
      that might affect the time you are able to devote to your role as a
      non-executive director of the Companies.

2.3   You will be entitled to a fee for your services as a director of the
      Companies of $40,000 per annum. You will receive an additional fee of
      $2,500 per annum ($5,000 for the audit committees) for service on a
      committee of the Boards of the Companies (it being understood that the
      parallel committees of the Companies will be deemed to be one committee
      for these purposes). If you act as chairperson of a committee of the
      Boards, you will be entitled to an additional fee of $5,000 per annum
      ($10,000 for the audit committees). In addition, attendance fees for
      meetings of the Boards and committees will also be paid ranging from
      $1,000 to $5,000 per meeting. A compensation table which sets forth all
      such fees is annexed to this letter for your reference

2.4   You will be reimbursed for reasonable expenses incurred in the performance
      of the Duties in accordance with the Non-Executive Board of Directors
      Travel Expense Reimbursement Policy, a copy of which is attached hereto.
      The Company may request receipts or other evidence of expenditure prior to
      any reimbursement pursuant to this clause 2.4.

2.5   The compensation and reimbursement arrangements set forth in clauses 2.3
      and 2.4 hereof are subject to change as determined by the Boards from time
      to time.

3.    Confidential Information

3.1   You agree that, during the continuance of the Appointment or afterwards
      (unless authorised to do so by the Boards or by a court of competent
      jurisdiction), you will not use for your own or another's benefit or
      disclose or permit the disclosure of any confidential information of any
      member of the Group which you have obtained by virtue of the Appointment
      or your employment by the Companies or in respect of which the Companies
      are bound by an obligation of confidence to a third party. Confidential
      information shall include, without limitation, lists or details of
      customers, information relating to the working of any product, process,
      invention, improvement or development carried on or used by any member of
      the Group, information relating to research projects, know-how, prices,
      discounts, mark-ups, future business strategy, marketing, tenders, any
      price sensitive information and information concerning the intellectual
      property portfolio and strategy of the Companies.

3.2   The restrictions contained in this clause shall cease to apply to any
      confidential information which may (other than by reason of your breach of
      these terms) become



      available to the public generally, but any such use will be subject to any
      restrictive covenants to which you are a party.

4.    Indemnity

      In the event that you (or your heirs, executors or administrators) are
      made a party or are threatened to be made a party to or witness in any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, by reason of the fact
      that you are or were a director of either Company, Carnival Corporation
      shall (i) indemnify you against all expenses of any kind whatsoever
      (including attorneys' fees and expenses to enforce this indemnity),
      judgments, fines and amounts paid in settlement actually incurred by you
      in connection with such action, suit or proceeding and (ii) pay or advance
      to you in advance of final disposition of such action, suit or proceeding,
      within 20 days of the submission of an invoice therefore, all such
      expenses incurred in connection therewith, in each case of (i) and (ii) to
      the fullest extent and in the manner set forth in and permitted by the
      General Corporation Law of the Republic of Panama and any other applicable
      law, as from time to time in effect. Such right of indemnification and
      advancement of expenses shall not be deemed exclusive of any other rights
      to which you may be entitled apart from the foregoing provisions. The
      provisions of this Section 4, and Section 5 below, shall survive the
      termination of the letter and shall continue to be binding on Carnival
      Corporation until the later of (a) six years after the date that you cease
      to serve as a director of either Company and (b) the final termination of
      all proceedings pending or threatened on the sixth anniversary of your
      termination of service to which you are entitled to indemnification
      hereunder.

5.    Insurance

      To the extent possible, Carnival Corporation will maintain appropriate
      directors' and officers' liability insurance for your benefit in an amount
      which is not less than the current coverage as of the date of this letter
      for directors of each Company in respect of events occurring in respect of
      your service as a director of each Company or its subsidiaries, unless
      Carnival Corporation in good faith determines (and so notifies you
      reasonably in advance) that such insurance is not reasonably available or
      that the premiums therefore are disproportionate to the benefits. To the
      extent practicable, such insurance would name you separately as an insured
      (Side A Coverage).

6.    Code of Business Conduct and Ethics

      You agree to observe the provisions of the Company's code of business
      conduct and ethics.

7.    Miscellaneous

7.1   Nothing in this letter shall create the relationship of employee and
      employer between you and the Companies.

7.2   The agreement contained in this letter shall be governed by, and construed
      in accordance with, to the extent it relates to your service as a director
      of Carnival Corporation to Florida law and, to the extent it relates to
      your service as a director of Carnival plc, to English law. Any legal
      action in connection herewith may be brought in the Federal or State
      Courts located in Miami-Dade County, Florida or, if you are not a resident
      of the United States, the courts sitting in London England, and the
      parties submit to the jurisdiction of such courts.



7.3   This appointment letter may be executed in one or more counterparts, each
      of which will be deemed to be an original copy of this appointment letter,
      and all of which, when taken together, shall be deemed to constitute one
      and the same agreement.

8.    Entire Agreement

      This appointment letter represents the entire understanding, and
      constitutes the whole agreement, in relation to the Appointment and
      supersedes any previous agreement between yourself and the Companies with
      respect thereto except for any additional separate indemnity agreement
      entered into between you and the Companies.

Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.

CARNIVAL CORPORATION
CARNIVAL PLC

By: /s/ Howard S. Frank
    ----------------------------
    Name:  Howard S. Frank
    Title: Vice-Chairman


AGREED AND ACCEPTED BY:

/s/ Richard J. Glasier
- --------------------------------
Richard J. Glasier

ANNEX

                          Board        Audit Committee         Other Committees
                          Member
                                      Chair       Member      Chair       Member
Annual Retainer          $40,000     $10,000     $ 5,000     $ 5,000     $ 2,500
  Attendance Fee
Attendance Fee
Meeting in Person          5,000       2,500       2,500       2,000       2,000
By Phone                   2,000       1,000       1,000       1,000       1,000



                           CARNIVAL CORPORATION & PLC
                        Non-Executive Board of Directors

                       Travel Expense Reimbursement Policy

                                 As of June 2003

Air Travel

As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.

Hotel Accommodations

Deluxe hotel room accommodation should be used when traveling on Board related
business.

Other Expenses

Other expenses include the following:

o     Meals

o     Ground Transportation (taxi, rental car).

o     Telephone

To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.

Spousal Travel

In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.

Administrative Requirements:

o     Expense Reimbursement Forms and Your Expense Reimbursement Coordinator

      The Company will reimburse ordinary and necessary actual expenses incurred
      in the performance of assigned duties and approved according to these
      practices. To be reimbursed, the following form(s) are required to be
      completed:

      o     Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
            The Business Purpose of the Trip should be entered in the applicable
            section of the form entitled "Business Purpose of Trip..." along
            with the date the expense was incurred.

      o     Wire Transfer (Sign-up) Form - (see Wire Transfer section below)



      To assist you with the following expense related items, you have been
      provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
      Legal Assistant and Board of Director's Coordinator) who can be contacted
      by tel. at (305) 599-2600 ext. 18035 or by e-mail at mleon@carnival.com.

      o     Provide expense reimbursement forms

      o     Collect, review and track your reimbursement forms and coordinate
            reimbursement

      o     Provide any required travel assistance

o     Wire Transfers

      Wire transfers are the preferred method of reimbursement for all cash
      outlays and mileage reimbursements. In order to be reimbursed in this
      manner you must submit your preferred banking information to the ERC using
      the Wire Transfer (Sign Up) Form. The form will be provided to you via
      e-mail/fax by the ERC upon request. If you change bank accounts, you must
      inform your ERC and fill out a new form with the new information and
      marking it "CHANGE". If you do not fill out this form, your expenses will
      be disbursed in the form of a Company check, which will be mailed to you.

o     Receipts (supporting documents)

Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.

o     Review and Approval

      Expense reimbursement forms and the related supporting documentation
      should be submitted to the ERC within 60 days of the incurred date. Your
      account will be credited within 30 days from the date of submission.

EX-10.15

                                                                   Exhibit 10.15

                                    CARNIVAL
                               CORPORATION & PLC

STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                         August 19, 2004

Sir John Parker
1-3 Strand
London WC2N 5EH
United Kingdom

Dear Sir John,

I am pleased to confirm your appointment (the "Appointment") as a director of
each of Carnival Corporation and Carnival plc (collectively, the "Companies").
The terms of the Appointment are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.

1.    Term of Appointment

1.1   The Appointment shall terminate after your resignation, removal,
      disqualification or death as set forth in the Articles and/or Bylaws of
      each Company. It is understood that your Appointment will terminate
      immediately without any entitlement to further compensation if, among
      other things, you are not, re-elected at the annual general meetings of
      shareholders of the Companies; or are required to vacate office for any
      reason pursuant to any of the provisions of the Articles; or are removed
      as a director or otherwise required to vacate office under any applicable
      law.

1.2   Upon the termination of the Appointment, you shall (a) cease to be a
      director of each Company, (b) cease to have any entitlement to
      compensation other than compensation accrued and unpaid on the date of
      termination, and (c) deliver to an authorized representative of the
      Companies all correspondence, documents (including, without limitation,
      board minutes and board papers), copies thereof or other property of each
      Company, and of each of their subsidiaries and affiliates (collectively,
      the "Group") made or received by you in the course of your directorship
      (whether before or after the date of this letter).

1.3   You will at the request of either Company immediately resign (in writing)
      from the office of director of both Companies and any other office with a
      Group company and you irrevocably authorize the Companies as your attorney
      in your name and on your behalf to sign all documents and do all things
      necessary to give effect to this.

2.    Duties and Fees

2.1   You shall carry out such duties as set forth in the Articles and Bylaws
      and as otherwise agreed to by the Boards (the "Duties"). You shall have
      all the usual Duties



      of a director under applicable law. In carrying out the Duties, you shall
      have particular regard to your role as a director in light of the Listing
      Rules, Combined Code from time to time in effect in England and to similar
      rules, regulations and laws in the United States.

2.2   You are expected to attend all meetings of the Boards of Directors and
      committees upon which you serve, as well as the annual general meetings of
      shareholders. In addition, you are expected to devote appropriate
      preparation time ahead of each meeting. You have been provided with the
      calendar of Board meetings for the remainder of 2004 and 2005, including
      the location of each meeting. By accepting this appointment, you have
      confirmed that you are able to allocate sufficient time to attend the
      meetings and otherwise meet the expectations of your role. The agreement
      of the Chairman and the Presiding Director should be sought (which will
      not be unreasonably withheld) before accepting additional directorships
      that might affect the time you are able to devote to your role as a
      non-executive director of the Companies.

2.3   You will be entitled to a fee for your services as a director of the
      Companies of $40,000 per annum. You will receive an additional fee of
      $2,500 per annum ($5,000 for the audit committees) for service on a
      committee of the Boards of the Companies (it being understood that the
      parallel committees of the Companies will be deemed to be one committee
      for these purposes). If you act as chairperson of a committee of the
      Boards, you will be entitled to an additional fee of $5,000 per annum
      ($10,000 for the audit committees). In addition, attendance fees for
      meetings of the Boards and committees will also be paid ranging from
      $1,000 to $5,000 per meeting. For 2004, you will receive an additional
      $5,000 for each Board meeting held outside the UK which you attend in
      person. A compensation table which sets forth all such fees is annexed to
      this letter for your reference

2.4   You will be reimbursed for reasonable expenses incurred in the performance
      of the Duties in accordance with the Non-Executive Board of Directors
      Travel Expense Reimbursement Policy, a copy of which is attached hereto.
      The Company may request receipts or other evidence of expenditure prior to
      any reimbursement pursuant to this clause 2.4.

2.5   The compensation and reimbursement arrangements set forth in clauses 2.3
      and 2.4 hereof are subject to change as determined by the Boards from time
      to time.

3.    Confidential Information

3.1   You agree that, during the continuance of the Appointment or afterwards
      (unless authorised to do so by the Boards or by a court of competent
      jurisdiction), you will not use for your own or another's benefit or
      disclose or permit the disclosure of any confidential information of any
      member of the Group which you have obtained by virtue of the Appointment
      or your employment by the Companies or in respect of which the Companies
      are bound by an obligation of confidence to a third party. Confidential
      information shall include, without limitation, lists or details of
      customers, information relating to the working of any product, process,
      invention, improvement or development carried on or used by any member of
      the Group, information relating to research projects, know-how, prices,
      discounts, mark-ups, future business strategy, marketing, tenders, any
      price sensitive information and information concerning the intellectual
      property portfolio and strategy of the Companies.



3.2   The restrictions contained in this clause shall cease to apply to any
      confidential information which may (other than by reason of your breach of
      these terms) become available to the public generally, but any such use
      will be subject to any restrictive covenants to which you are a party.

4.    Indemnity

      In the event that you (or your heirs, executors or administrators) are
      made a party or are threatened to be made a party to or witness in any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, by reason of the fact
      that you are or were a director of either Company, Carnival Corporation
      shall (i) indemnify you against all expenses of any kind whatsoever
      (including attorneys' fees and expenses to enforce this indemnity),
      judgments, fines and amounts paid in settlement actually incurred by you
      in connection with such action, suit or proceeding and (ii) pay or advance
      to you in advance of final disposition of such action, suit or proceeding,
      within 20 days of the submission of an invoice therefore, all such
      expenses incurred in connection therewith, in each case of (i) and (ii) to
      the fullest extent and in the manner set forth in and permitted by the
      General Corporation Law of the Republic of Panama and any other applicable
      law, as from time to time in effect. Such right of indemnification and
      advancement of expenses shall not be deemed exclusive of any other rights
      to which you may be entitled apart from the foregoing provisions. The
      provisions of this Section 4, and Section 5 below, shall survive the
      termination of the letter and shall continue to be binding on Carnival
      Corporation until the later of (a) six years after the date that you cease
      to serve as a director of either Company and (b) the final termination of
      all proceedings pending or threatened on the sixth anniversary of your
      termination of service to which you are entitled to indemnification
      hereunder.

5.    Insurance

      To the extent possible, Carnival Corporation will maintain appropriate
      directors' and officers' liability insurance for your benefit in an amount
      which is not less than the current coverage as of the date of this letter
      for directors of each Company in respect of events occurring in respect of
      your service as a director of each Company or its subsidiaries, unless
      Carnival Corporation in good faith determines (and so notifies you
      reasonably in advance) that such insurance is not reasonably available or
      that the premiums therefore are disproportionate to the benefits. To the
      extent practicable, such insurance would name you separately as an insured
      (Side A Coverage).

6.    Code of Business Conduct and Ethics

      You agree to observe the provisions of the Company's code of business
      conduct and ethics.

7.    Miscellaneous

7.1   Nothing in this letter shall create the relationship of employee and
      employer between you and the Companies.

7.2   The agreement contained in this letter shall be governed by, and construed
      in accordance with, to the extent it relates to your service as a director
      of Carnival Corporation to Florida law and, to the extent it relates to
      your service as a director of Carnival plc, to English law. Any legal
      action in connection herewith may be brought in the Federal or State
      Courts located in Miami-Dade County, Florida or, if you are



      not a resident of the United States, the courts sitting in London England,
      and the parties submit to the jurisdiction of such courts.

7.3   This appointment letter may be executed in one or more counterparts, each
      of which will be deemed to be an original copy of this appointment letter,
      and all of which, when taken together, shall be deemed to constitute one
      and the same agreement.

8.    Entire Agreement

      This appointment letter represents the entire understanding, and
      constitutes the whole agreement, in relation to the Appointment and
      supersedes any previous agreement between yourself and the Companies with
      respect thereto except for any additional separate indemnity agreement
      entered into between you and the Companies.

Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.

CARNIVAL CORPORATION
CARNIVAL PLC

By: /s/ Howard S. Frank
    -----------------------------
    Name:  Howard S. Frank
    Title: Vice-Chairman


AGREED AND ACCEPTED BY:

/s/ Sir John Parker
- ---------------------------------
Sir John Parker

ANNEX

                          Board        Audit Committee         Other Committees
                          Member
                                      Chair       Member      Chair       Member
Annual Retainer          $40,000     $10,000     $ 5,000     $ 5,000     $ 2,500
  Attendance Fee
Attendance Fee
Meeting in Person          5,000       2,500       2,500       2,000       2,000
By Phone                   2,000       1,000       1,000       1,000       1,000
Additional Fee for         5,000
meeting outside UK
(applicable for 2004
only)



                           CARNIVAL CORPORATION & PLC
                        Non-Executive Board of Directors

                       Travel Expense Reimbursement Policy

                                 As of June 2003

Air Travel

As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.

Hotel Accommodations

Deluxe hotel room accommodation should be used when traveling on Board related
business.

Other Expenses

Other expenses include the following:

o     Meals

o     Ground Transportation (taxi, rental car).

o     Telephone

To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.

Spousal Travel

In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.

Administrative Requirements:

o     Expense Reimbursement Forms and Your Expense Reimbursement Coordinator

      The Company will reimburse ordinary and necessary actual expenses incurred
      in the performance of assigned duties and approved according to these
      practices. To be reimbursed, the following form(s) are required to be
      completed:

      o     Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
            The Business Purpose of the Trip should be entered in the applicable
            section of the form entitled "Business Purpose of Trip..." along
            with the date the expense was incurred.

      o     Wire Transfer (Sign-up) Form - (see Wire Transfer section below)



      To assist you with the following expense related items, you have been
      provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
      Legal Assistant and Board of Director's Coordinator) who can be contacted
      by tel. at (305) 599-2600 ext. 18035 or by e-mail at mleon@carnival.com.

      o     Provide expense reimbursement forms

      o     Collect, review and track your reimbursement forms and coordinate
            reimbursement

      o     Provide any required travel assistance

o     Wire Transfers

      Wire transfers are the preferred method of reimbursement for all cash
      outlays and mileage reimbursements. In order to be reimbursed in this
      manner you must submit your preferred banking information to the ERC using
      the Wire Transfer (Sign Up) Form. The form will be provided to you via
      e-mail/fax by the ERC upon request. If you change bank accounts, you must
      inform your ERC and fill out a new form with the new information and
      marking it "CHANGE". If you do not fill out this form, your expenses will
      be disbursed in the form of a Company check, which will be mailed to you.

o     Receipts (supporting documents)

Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.

o     Review and Approval

      Expense reimbursement forms and the related supporting documentation
      should be submitted to the ERC within 60 days of the incurred date. Your
      account will be credited within 30 days from the date of submission.

EX-10.16

                                                                   Exhibit 10.16

                                    CARNIVAL
                               CORPORATION & PLC

STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                         August 19, 2004

John Patrick McNulty
One North Pond Drive
Short Hills, NJ 07078

Dear John,

I am pleased to confirm your re-appointment (the "Appointment") as a director of
each of Carnival Corporation and Carnival plc (collectively, the "Companies").
The terms of the Appointment are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.

1.    Term of Appointment

1.1   The Appointment shall terminate after your resignation, removal,
      disqualification or death as set forth in the Articles and/or Bylaws of
      each Company. It is understood that your Appointment will terminate
      immediately without any entitlement to further compensation if, among
      other things, you are not, re-elected at the annual general meetings of
      shareholders of the Companies; or are required to vacate office for any
      reason pursuant to any of the provisions of the Articles; or are removed
      as a director or otherwise required to vacate office under any applicable
      law.

1.2   Upon the termination of the Appointment, you shall (a) cease to be a
      director of each Company, (b) cease to have any entitlement to
      compensation other than compensation accrued and unpaid on the date of
      termination, and (c) deliver to an authorized representative of the
      Companies all correspondence, documents (including, without limitation,
      board minutes and board papers), copies thereof or other property of each
      Company, and of each of their subsidiaries and affiliates (collectively,
      the "Group") made or received by you in the course of your directorship
      (whether before or after the date of this letter).

1.3   You will at the request of either Company immediately resign (in writing)
      from the office of director of both Companies and any other office with a
      Group company and you irrevocably authorize the Companies as your attorney
      in your name and on your behalf to sign all documents and do all things
      necessary to give effect to this.

2.    Duties and Fees

2.1   You shall carry out such duties as set forth in the Articles and Bylaws
      and as otherwise agreed to by the Boards (the "Duties"). You shall have
      all the usual Duties



      of a director under applicable law. In carrying out the Duties, you shall
      have particular regard to your role as a director in light of the Listing
      Rules, Combined Code from time to time in effect in England and to similar
      rules, regulations and laws in the United States.

2.2   You are expected to attend all meetings of the Boards of Directors and
      committees upon which you serve, as well as the annual general meetings of
      shareholders. In addition, you are expected to devote appropriate
      preparation time ahead of each meeting. You have been provided with the
      calendar of Board meetings for the remainder of 2004 and 2005, including
      the location of each meeting. By accepting this appointment, you have
      confirmed that you are able to allocate sufficient time to attend the
      meetings and otherwise meet the expectations of your role. The agreement
      of the Chairman and the Presiding Director should be sought (which will
      not be unreasonably withheld) before accepting additional directorships
      that might affect the time you are able to devote to your role as a
      non-executive director of the Companies.

2.3   You will be entitled to a fee for your services as a director of the
      Companies of $40,000 per annum. You will receive an additional fee of
      $2,500 per annum ($5,000 for the audit committees) for service on a
      committee of the Boards of the Companies (it being understood that the
      parallel committees of the Companies will be deemed to be one committee
      for these purposes). If you act as chairperson of a committee of the
      Boards, you will be entitled to an additional fee of $5,000 per annum
      ($10,000 for the audit committees). In addition, attendance fees for
      meetings of the Boards and committees will also be paid ranging from
      $1,000 to $5,000 per meeting. A compensation table which sets forth all
      such fees is annexed to this letter for your reference

2.4   You will be reimbursed for reasonable expenses incurred in the performance
      of the Duties in accordance with the Non-Executive Board of Directors
      Travel Expense Reimbursement Policy, a copy of which is attached hereto.
      The Company may request receipts or other evidence of expenditure prior to
      any reimbursement pursuant to this clause 2.4.

2.5   The compensation and reimbursement arrangements set forth in clauses 2.3
      and 2.4 hereof are subject to change as determined by the Boards from time
      to time.

3.    Confidential Information

3.1   You agree that, during the continuance of the Appointment or afterwards
      (unless authorised to do so by the Boards or by a court of competent
      jurisdiction), you will not use for your own or another's benefit or
      disclose or permit the disclosure of any confidential information of any
      member of the Group which you have obtained by virtue of the Appointment
      or your employment by the Companies or in respect of which the Companies
      are bound by an obligation of confidence to a third party. Confidential
      information shall include, without limitation, lists or details of
      customers, information relating to the working of any product, process,
      invention, improvement or development carried on or used by any member of
      the Group, information relating to research projects, know-how, prices,
      discounts, mark-ups, future business strategy, marketing, tenders, any
      price sensitive information and information concerning the intellectual
      property portfolio and strategy of the Companies.

3.2   The restrictions contained in this clause shall cease to apply to any
      confidential information which may (other than by reason of your breach of
      these terms) become



      available to the public generally, but any such use will be subject to any
      restrictive covenants to which you are a party.

4.    Indemnity

      In the event that you (or your heirs, executors or administrators) are
      made a party or are threatened to be made a party to or witness in any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, by reason of the fact
      that you are or were a director of either Company, Carnival Corporation
      shall (i) indemnify you against all expenses of any kind whatsoever
      (including attorneys' fees and expenses to enforce this indemnity),
      judgments, fines and amounts paid in settlement actually incurred by you
      in connection with such action, suit or proceeding and (ii) pay or advance
      to you in advance of final disposition of such action, suit or proceeding,
      within 20 days of the submission of an invoice therefore, all such
      expenses incurred in connection therewith, in each case of (i) and (ii) to
      the fullest extent and in the manner set forth in and permitted by the
      General Corporation Law of the Republic of Panama and any other applicable
      law, as from time to time in effect. Such right of indemnification and
      advancement of expenses shall not be deemed exclusive of any other rights
      to which you may be entitled apart from the foregoing provisions. The
      provisions of this Section 4, and Section 5 below, shall survive the
      termination of the letter and shall continue to be binding on Carnival
      Corporation until the later of (a) six years after the date that you cease
      to serve as a director of either Company and (b) the final termination of
      all proceedings pending or threatened on the sixth anniversary of your
      termination of service to which you are entitled to indemnification
      hereunder.

5.    Insurance

      To the extent possible, Carnival Corporation will maintain appropriate
      directors' and officers' liability insurance for your benefit in an amount
      which is not less than the current coverage as of the date of this letter
      for directors of each Company in respect of events occurring in respect of
      your service as a director of each Company or its subsidiaries, unless
      Carnival Corporation in good faith determines (and so notifies you
      reasonably in advance) that such insurance is not reasonably available or
      that the premiums therefore are disproportionate to the benefits. To the
      extent practicable, such insurance would name you separately as an insured
      (Side A Coverage).

6.    Code of Business Conduct and Ethics

      You agree to observe the provisions of the Company's code of business
      conduct and ethics.

7.    Miscellaneous

7.1   Nothing in this letter shall create the relationship of employee and
      employer between you and the Companies.

7.2   The agreement contained in this letter shall be governed by, and construed
      in accordance with, to the extent it relates to your service as a director
      of Carnival Corporation to Florida law and, to the extent it relates to
      your service as a director of Carnival plc, to English law. Any legal
      action in connection herewith may be brought in the Federal or State
      Courts located in Miami-Dade County, Florida or, if you are not a resident
      of the United States, the courts sitting in London England, and the
      parties submit to the jurisdiction of such courts.



7.3   This appointment letter may be executed in one or more counterparts, each
      of which will be deemed to be an original copy of this appointment letter,
      and all of which, when taken together, shall be deemed to constitute one
      and the same agreement.

8.    Entire Agreement

      This appointment letter represents the entire understanding, and
      constitutes the whole agreement, in relation to the Appointment and
      supersedes any previous agreement between yourself and the Companies with
      respect thereto except for any additional separate indemnity agreement
      entered into between you and the Companies.

Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.

CARNIVAL CORPORATION
CARNIVAL PLC

By: /s/ Howard S. Frank
    ---------------------------
    Name:  Howard S. Frank
    Title: Vice-Chairman


AGREED AND ACCEPTED BY:

/s/ John Patrick McNulty
- -------------------------------
John Patrick McNulty

ANNEX

                          Board        Audit Committee         Other Committees
                          Member
                                      Chair       Member      Chair       Member
Annual Retainer          $40,000     $10,000     $ 5,000     $ 5,000     $ 2,500
  Attendance Fee
Attendance Fee
Meeting in Person          5,000       2,500       2,500       2,000       2,000
By Phone                   2,000       1,000       1,000       1,000       1,000



                           CARNIVAL CORPORATION & PLC
                        Non-Executive Board of Directors

                       Travel Expense Reimbursement Policy

                                 As of June 2003

Air Travel

As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.

Hotel Accommodations

Deluxe hotel room accommodation should be used when traveling on Board related
business.

Other Expenses

Other expenses include the following:

o     Meals

o     Ground Transportation (taxi, rental car).

o     Telephone

To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.

Spousal Travel

In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.

Administrative Requirements:

o     Expense Reimbursement Forms and Your Expense Reimbursement Coordinator

      The Company will reimburse ordinary and necessary actual expenses incurred
      in the performance of assigned duties and approved according to these
      practices. To be reimbursed, the following form(s) are required to be
      completed:

      o     Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
            The Business Purpose of the Trip should be entered in the applicable
            section of the form entitled "Business Purpose of Trip..." along
            with the date the expense was incurred.

      o     Wire Transfer (Sign-up) Form - (see Wire Transfer section below)



      To assist you with the following expense related items, you have been
      provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
      Legal Assistant and Board of Director's Coordinator) who can be contacted
      by tel. at (305) 599-2600 ext. 18035 or by e-mail at mleon@carnival.com.

      o     Provide expense reimbursement forms

      o     Collect, review and track your reimbursement forms and coordinate
            reimbursement

      o     Provide any required travel assistance

o     Wire Transfers

      Wire transfers are the preferred method of reimbursement for all cash
      outlays and mileage reimbursements. In order to be reimbursed in this
      manner you must submit your preferred banking information to the ERC using
      the Wire Transfer (Sign Up) Form. The form will be provided to you via
      e-mail/fax by the ERC upon request. If you change bank accounts, you must
      inform your ERC and fill out a new form with the new information and
      marking it "CHANGE". If you do not fill out this form, your expenses will
      be disbursed in the form of a Company check, which will be mailed to you.

o     Receipts (supporting documents)

Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.

o     Review and Approval

      Expense reimbursement forms and the related supporting documentation
      should be submitted to the ERC within 60 days of the incurred date. Your
      account will be credited within 30 days from the date of submission.

EX-10.33

                                                                   Exhibit 10.33

                              CONSULTING AGREEMENT

      AGREEMENT made this 30th day of November, 2004 between HOLLAND AMERICA
LINE INC., Holland America Line N.V., HAL Cruises Limited, Windstar Sail Cruises
Limited, Wind Star Limited, Wind Spirit Limited, Westmark Hotels, Inc., Westmark
Hotels of Canada, Ltd., Horizon Coach Lines Ltd., Westours Motor Coaches, Inc.,
Evergreen Trails, Inc., Trailways Tours, Inc., Worldwide Shore Services, Inc.,
and HAL Properties Limited, and any other entity that is part of the Holland
America Line group of entities (collectively, "HAL" or the "Companies") having
their principal places of business at 300 Elliott Avenue West, Seattle,
Washington 98119 and Alton Kirk Lanterman ("Lanterman"), residing at 714 West
Galer Street, Seattle, Washington 98119.

      WHEREAS, Lanterman is employed by HAL with Lanterman's present position
being Chairman and Chief Executive Officer; and

      WHEREAS, HAL and Lanterman desire to terminate Lanterman's employment
effective December 31, 2004; and

      WHEREAS, following Lanterman's termination, HAL desires to retain
Lanterman as a consultant to HAL.

      NOW THEREFORE, in consideration of the premises and the mutual agreements
of the parties set forth below, it is hereby agreed as follows:

      1.    Consulting Services.

            (a) Lanterman agrees to perform, and Companies agree to purchase,
            certain personal services subject to and in accordance with this
            Agreement.

            (b) The term of Agreement shall be for eleven (11) months commencing
            on January 1, 2005 (the "Term"). The Term shall automatically renew
            for an additional one (1) year period unless earlier terminated
            pursuant to Paragraphs 3 or 4 below or unless written notice shall
            have been given by either party of the desire not to extend the
            Term. Such written notice must be given by HAL on or before June 1,
            2005 or by Lanterman on or before September 1, 2005. In no case
            shall this Agreement extend beyond November 30, 2006. At the end of
            the Term, no further severance or other payments shall be provided
            to Lanterman, except as set forth in the Retirement and Consulting
            Agreement, between Lanterman, Carnival Corporation and HAL, dated
            November 28, 2003 ("Retirement Agreement").

            (c) Effective the close of business on November 30, 2004 and except
            with respect to his position as a director of Carnival Corporation
            and Carnival plc, Lanterman shall resign his position as an officer
            and/or director of any entity, company, division or corporation that
            is or ever was directly or indirectly controlled by, controlling,
            under common control with or otherwise affiliated or



            related to, HAL, including, without limitation, corporations,
            unincorporated associations, trusts, joint ventures and partnerships
            ("Affiliates"). Lanterman shall thereafter, both through the date of
            termination and during the Term, have the title of "Chairman," which
            shall be a non-executive title.

            (d) During the Term, Lanterman shall perform the duties set out on
            the attached Exhibit A, as those duties are updated from time to
            time, and provide such other services as the President and Chief
            Executive Officer of HAL and/or the Chairman and CEO of Carnival
            Corporation and Carnival plc may, from time to time, request (the
            "Services"). Lanterman shall devote such time as may be required in
            order to fully perform the Services to the satisfaction of the
            Companies, except that all parties agree that Lanterman shall not be
            required to spend more than 1,000 hours annually in the performance
            of the Services. Lanterman shall be free to engage in any other
            business activities on behalf of any other business entities (other
            than other cruise lines or tour companies) so long as such does not
            interfere with his performance of the Services.

            (e) During the Term, HAL shall pay to Lanterman, in monthly
            installments of $65,667, an annual compensation of $788,000.
            Lanterman shall not be eligible to participate in any incentive
            compensation plans offered by HAL or any Affiliate, including,
            without limitation, the Carnival Corporation 1992 Stock Option Plan,
            the Carnival Corporation 2002 Stock Plan, and the Key Management
            Incentive Plan - HAL Antillen, N.V. and Subsidiaries, and he shall
            likewise cease to be eligible to receive any other employee benefits
            that he received as of the date of this Agreement except (i) medical
            coverage, as set forth in Paragraph 2 below; and (ii) cruise
            benefits, which shall be provided on the same terms and conditions
            to which Lanterman was entitled during his employment. During the
            Term, the compensation enumerated herein together with payments, if
            any, made pursuant to the Retirement Agreement, is the only
            compensation to which Lanterman is entitled from HAL or its
            Affiliates, including Carnival Corporation and Carnival plc.
            Lanterman shall not be entitled to receive any additional
            compensation for his services as a member of the Board of Directors
            of Carnival Corporation and Carnival plc.

            (f) HAL further agrees to reimburse Lanterman for reasonable and
            customary business expenses incurred in connection with his
            provision of the Services. Air transportation and hotels shall be
            booked directly by Company.

      2.    Medical Coverage Continuation. During the Term of Agreement,
            Contractor shall also be eligible to participate in Holland America
            Line Inc.'s medical and dental insurance programs (excluding life
            insurance and disability) on the same terms as such may be offered
            from time to time to that company's regular employees. Following the
            completion of the Term Lanterman will be entitled to COBRA benefits
            in accordance with applicable law; COBRA premiums are the
            responsibility of Lanterman should he elect COBRA coverage.

      3.    Termination. The Term shall terminate immediately upon the
            occurrence of any of the following:



            (a)   Lanterman's death;

            (b)   Good Cause, which is defined as commission of any of the
                  following acts:

                  (i)   fraud, embezzlement or misappropriation;

                  (ii)  commission of a felony;

                  (iii) Lanterman's material breach, willful or knowing failure
                        or refusal to perform any or all of the covenants,
                        agreement and obligations set forth in this Agreement,
                        other than as the result of death or disability;

                  (iv)  gross negligence by Lanterman in the performance of any
                        or all of his material duties and responsibilities
                        hereunder.

On termination of the Term for whatever reason (and whether in breach of
contract or otherwise) Lanterman will immediately return all HAL property in his
possession.

      4.    Disability. If during the Term, Lanterman shall, as confirmed by
            competent medical evidence, become physically or mentally
            incapacitated to perform his duties for HAL hereunder for a period
            totaling six (6) months or less in any continuous 12-month period,
            Lanterman shall receive his full compensation as set forth in
            Paragraph 1 and medical coverage in Paragraph 2 for that period of
            disability. In the event such illness or other incapacity shall
            endure for a period of more than six (6) months in any continuous
            12-month period, Lanterman's compensation for that period shall be
            reduced by an amount to be determined by HAL in its sole discretion.
            However, where such illness or other incapacity shall endure for a
            period of more than six (6) months HAL shall have the right, by
            written notice, to terminate the Term. Lanterman agrees to submit
            himself for appropriate medical examination to a physician of HAL's
            designation and at HAL's expense as necessary for the purposes of
            this Paragraph. The obligations of HAL under this paragraph may be
            satisfied in whole or in part, by payments to Lanterman under
            disability insurance provided thereby.

      5.    Entire Agreement. This Agreement sets forth the entire agreement
            between the parties hereto and, except for the Retirement Agreement,
            fully supersedes and replaces any and all prior agreements or
            understandings, whether written or oral, between the parties
            relating to the subject matter hereof.

      6.    Assignability. Lanterman has been retained based upon his special
            qualifications. Lanterman may not assign or delegate any of his
            rights or obligations under this Agreement except as expressly set
            forth herein or by mutual agreement in writing.

      7.    Admissions. The entering into of this Agreement by any party shall
            not be construed as an admission by that party of any liability or
            wrongdoing whatsoever.

      8.    Confidentiality; No Disparaging Comments.

            (a) Lanterman will keep in strictest confidence, both during and
            after the Term and will not during the term of this Agreement or
            thereafter disclose or divulge to any person, firm or corporation,
            or use directly or indirectly, for his own benefit or the benefit of
            others, any confidential information of HAL or the



            Affiliates including, without limitation, any trade secrets
            respecting the business or affairs of HAL or its Affiliates which he
            may have acquired during the Term of this Agreement or his previous
            employment with them. In the event of an actual or threatened breach
            by Lanterman of the provisions of this paragraph, HAL and the
            Affiliates shall be entitled to injunctive relief restraining
            Lanterman from the breach or threatened breach as its sole remedy.
            The parties hereby waive their rights for damages, whether
            consequential or otherwise.

            (b) Each party covenants and agrees not to publicize, disseminate or
            otherwise make statements, or encourage or suggest to others to
            publicize, disseminate or otherwise make statements, that are in any
            way negative, disparaging or derogatory regarding the other party
            and, in the case of Lanterman, regarding any Affiliate or any former
            or present officer or director of HAL or any Affiliate.

      9.    Title to Work Product. Companies shall have sole and exclusive title
            to, and all rights of ownership with respect to, the work product of
            Lanterman resulting from the performance of the Services, Lanterman
            acknowledging that he has no right, title or interest in or to such
            work product (including, without limitation, any right to utilize or
            disclose the work product for any purpose whatsoever). Such work
            product shall be considered as "work made for hire" and all
            copyrights, trade secrets and patent rights shall belong to the
            Companies.

      10.   Status of Contractor. Lanterman acknowledges that during the Term he
            will be an independent contractor and that he will not be an
            employee, agent partner or joint venturer of Companies. As an
            independent contractor, Lanterman: (a) except as otherwise set forth
            herein, shall not be entitled to any benefits normally granted to
            Companies' employees; and (b) shall not have any authority to enter
            into any contracts or agreements on behalf of Companies or otherwise
            obligate Companies for any purpose whatsoever. Companies will make
            no deductions from any of the payments due to Lanterman hereunder
            for state or federal tax purposes, including, but not limited to,
            social security, income tax withholding, disability and other
            payroll tax requirements. Lanterman agrees that he shall be
            responsible for any and all taxes and other payments due on payments
            received by him from Companies hereunder and for all filings with
            respect thereto, and that he will indemnify and hold Companies
            harmless from and against any cost, damage or expense, including
            attorneys' fees, which Companies may incur as a result of
            Lanterman's failure to pay taxes due or to make such filings in a
            timely manner.

      11.   Governing Law. This Agreement shall be governed by and construed in
            accordance with the laws of the State of Washington. Any action
            regarding this Agreement shall be brought in the courts serving
            Seattle, Washington, to the exclusion of all others.

      12.   Specific Performance. In addition to any other remedies to which any
            party may be entitled, each party shall have the right and remedy to
            have the covenants made by any other party in this Agreement
            specifically enforced by any court of competent jurisdiction, it
            being agreed that any breach or threatened breach of any



            of said covenants would cause irreparable injury to the other
            parties and that money damages would not provide an adequate remedy
            to the other parties.

      13.   Prevailing Party; Legal Fees. In the event that it shall be
            necessary for any party to institute legal action to enforce this
            Agreement or for any breach of this Agreement, the prevailing party
            in such action shall be entitled to recover its costs and reasonable
            attorneys' fees.

      14.   Review. Lanterman affirmatively represents and warrants that he has
            consulted, or been afforded the opportunity to consult, with legal
            counsel of his own choosing with respect to all matters relating to
            this Agreement; that he has read this Agreement; that he is fully
            aware of its contents and of its legal effect; and that he has
            freely and voluntarily entered into it.

      15. Indemnification: HAL agrees to indemnify Lanterman, and hold him
harmless from and against any and all claims, losses, lawsuits, damages and
expenses arising from Lanterman's provision of the Services, other than as a
consequence of Lanterman's negligence, recklessness or willful fault. Lanterman
agrees to indemnify HAL and its affiliates, together with the officers,
directors and employees of HAL and its affiliates, and hold them harmless from
and against any and all claims, losses, lawsuits, damages and expenses arising
from, incurred as a consequence of, or otherwise attributable to the negligence,
recklessness or willful fault of Lanterman in the provision of the Services. A
party's indemnification obligations shall only apply if: (i) the Indemnified
Party has given the Indemnifying Party prompt written notice of the claim or
cause of action and authorized the Indemnifying Party to assume the defense
thereof through legal counsel selected by the Indemnifying Party and consented
to by the Indemnified Party, which consent shall not be unreasonably withheld;
(ii) the Indemnified Party provides the Indemnifying Party with such assistance
and cooperation in responding to and defending against the claim or cause of
action as the Indemnifying Party reasonably requests; and (iii) the Indemnified
Party does not engage in any settlement negotiations or agree to any settlement
of the claim or cause of action without the prior written consent of the
Indemnifying Party.

      IN WITNESS WHEREOF, the Companies and Lanterman have duly executed this
agreement as of the day and year first above written.

                                        HOLLAND AMERICA LINE INC.

      /s/ Alton Kirk Lanterman          By: /s/ Stein Kruse
      ------------------------          ----------------------------
      Alton Kirk Lanterman              Stein Kruse
                                        Its: President & Chief Operating Officer


      ACKNOWLEDGED AND AGREED BY
      CARNIVAL CORPORATION

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



                                        HOLLAND AMERICA LINE N.V.

                                        By: /s/ Larry D. Calkins
                                        ------------------------
                                        Its: Authorized Signatory


HAL PROPERTIES LIMITED                  HAL CRUISES LIMITED

By: /s/ Larry D. Calkins                By: /s/ Larry D. Calkins
- ------------------------                ------------------------
Its:  Authorized Signatory              Its:  Authorized Signatory
    --------------------------              --------------------------


WINDSTAR SAIL CRUISES LIMITED           WIND STAR LIMITED

By: /s/ Larry D. Calkins                By: /s/ Larry D. Calkins
- ------------------------                ------------------------
Its:  Authorized Signatory              Its:  Authorized Signatory
    --------------------------              --------------------------


WIND SPIRIT LIMITED                     WESTMARK HOTELS, INC.

By: /s/ Larry D. Calkins                By: /s/ Larry D. Calkins
- ------------------------                ------------------------
Its:  Authorized Signatory              Its:  Authorized Signatory
    --------------------------              --------------------------


WESTMARK HOTELS OF CANADA LTD.          WESTOURS MOTOR COACHES INC.

By: /s/ Larry D. Calkins                By: /s/ Larry D. Calkins
- ------------------------                ------------------------
Its:  Authorized Signatory              Its:  Authorized Signatory
    --------------------------              --------------------------


EVERGREEN TRAILS, INC.                  TRAILWAYS TOURS INC.

By: /s/ Larry D. Calkins                By: /s/ Larry D. Calkins
- ------------------------                ------------------------
Its:  Authorized Signatory              Its:  Authorized Signatory
    --------------------------              --------------------------


WORLDWIDE SHORE SERVICES INC.           HORIZON COACH LINES LTD.

By: /s/ Larry D. Calkins                By: /s/ Larry D. Calkins
- ------------------------                ------------------------
Its:  Authorized Signatory              Its:  Authorized Signatory
    --------------------------              --------------------------



                                    EXHIBIT A
                             DESCRIPTION OF SERVICES

PRIMARY FUNCTION

Provide such assistance as may be requested by HAL's President on strategic,
financial, budgetary and historical analyses. Assist HAL's President with
long-term strategic planning and provide feedback on proposed deployment and
itineraries. Assist HAL's President in maintaining and developing relations with
those key individuals in the travel industry that the Chairman has previously
worked with. Effectively represent the interests of Holland America Line with
key government, industry and educational organizations, with particular focus on
the states of Washington and Alaska. Assist HAL's President in all manners
possible through efforts in the aforementioned activities.

ESSENTIAL ACTIVITIES

1.    Review financial information and reports as requested by HAL's President
      for the purpose of identifying issues or concerns.

2.    Evaluate deployment strategies and make suggestions on proposed
      itineraries.

3.    Assist HAL's President in establishing and maintaining relationships with
      key industry entities.

4.    Participate in an overall corporate strategy to promote and improve
      relations with legislators and other government officials including
      recommendations regarding political contributions.

5.    Identify strategic initiatives and make recommendations to improve Holland
      America Line's public perception and implement plans to realize positive
      outcomes.

6.    Represent Holland America Line with key audiences to insure outcomes that
      support the Companies' overall business strategies and enhances HAL's role
      as a leader in travel and community relations. Included but not limited to
      this are groups such as; Chambers of Commerce, the University of
      Washington, the Washington Trade Council, the Northwest Cruiseship
      Association and the National Academy Foundation.

7.    Work proactively with Holland America Line's lobbyists and HAL's Vice
      President, External Affairs to promote Holland America Line's interests in
      the states of Washington and Alaska and elsewhere as may be required from
      time to time.

8.    Render assistance on special projects as requested by HAL's President and
      the Carnival Corporation's Chairman & CEO.

9.    Provide such information and other cooperation (including, if required, as
      a witness in litigation) as the Companies may, from time to time,
      reasonably request in order to pursue a claim or defend itself on issues
      arising out of matters on which he worked on behalf of the Companies,
      provided, however, Lanterman may, as a condition of providing such



      cooperation, require the Companies to pay his reasonable expenses.

10.   Render additional assistance in such ways as is needed and requested by
      HAL's President and the Carnival Corporation's Chairman & CEO.

PERFORMANCE

Subject to the limitations of Paragraph 1(d) above, Lanterman is expected to
spend the amount of time that is necessary to effectively carry out the above
responsibilities. The actual amount of time is expected to vary from month to
month.

EX-10.35

                                                                   Exhibit 10.35

December 1, 2004

Mr. A. Kirk Lanterman
c/o Holland America Line Inc.
300 Elliott Avenue West
Seattle, Washington 98119

      Re:   Employment Compensation: December 2004

Dear Kirk:

This letter will confirm our understanding that, effective December 1, 2004,
your base wages will increase to $62,500 per month, less applicable taxes and
other standard deductions, including but not limited to medical insurance
premiums and 401(k) contributions, if any, that you have previously authorized
us to withhold.

I further confirm our understanding that you are resigning as a Holland America
Line employee effective December 31, 2004. Assuming you remain an employee in
good standing as of that date, you will also be eligible to participate in the
Holland America Line Inc. Profit Sharing Plan for 2004.

This letter is not intended to alter the terms and conditions of either the
separate Consulting Agreement, dated November 30, 2004, between you and Holland
America Line Inc. and others, or the Retirement and Consulting Agreement, dated
November 28, 2003, between you, Carnival Corporation, Holland America Line Inc.
and others.

Your signature below will acknowledge your understanding of and agreement with
the above terms.

Very truly yours,


/s/ Wayne Byers
- ---------------------
Wayne Byers
Vice President, Human Resources

                                Acknowledged by:


/s/ A. Kirk Lanterman                                /s/ Stein Kruse
- ---------------------                                ---------------
A. Kirk Lanterman                                    Stein Kruse
President and Chief Operating Officer
Holland America Line Inc.

Cc:                               Arnie Perez
                                  Larry Calkins
                                  Kelly Clark

EX-10.38

                                                                   Exhibit 10.38

                                    CARNIVAL
                               CORPORATION & PLC

STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                                December 1, 2004

A. Kirk Lanterman
C/o Holland America Line Inc.
300 Elliott Avenue West
Seattle, WA 98118

Dear Kirk,

I am pleased to confirm your continuing appointment (the "Appointment") as a
director of each of Carnival Corporation and Carnival plc (collectively, the
"Companies"). The terms of the Appointment as a non-executive director
commencing January 1, 2005 are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.

1.    Term of Appointment

1.1   The Appointment shall terminate after your resignation, removal,
      disqualification or death as set forth in the Articles and/or Bylaws of
      each Company. It is understood that your Appointment will terminate
      immediately if, among other things, you are not, re-elected at the annual
      general meetings of shareholders of the Companies; or are required to
      vacate office for any reason pursuant to any of the provisions of the
      Articles; or are removed as a director or otherwise required to vacate
      office under any applicable law.

1.2   Upon the termination of the Appointment, you shall (a) cease to be a
      director of each Company and (b) deliver to an authorized representative
      of the Companies all correspondence, documents (including, without
      limitation, board minutes and board papers), copies thereof or other
      property of each Company, and of each of their subsidiaries and affiliates
      (collectively, the "Group") made or received by you in the course of your
      directorship (whether before or after the date of this letter).

1.3   You will at the request of either Company immediately resign (in writing)
      from the office of director of both Companies and any other office with a
      Group company and you irrevocably authorize the Companies as your attorney
      in your name and on your behalf to sign all documents and do all things
      necessary to give effect to this.

2.    Duties and Fees

2.1   You shall carry out such duties as set forth in the Articles and Bylaws
      and as otherwise agreed to by the Boards (the "Duties"). You shall have
      all the usual Duties of a director under applicable law. In carrying out
      the Duties, you shall have particular regard to your role as a director in
      light of the Listing Rules, Combined Code from time to time in effect in
      England and to similar rules, regulations and laws in the United States.



2.2   You are expected to attend all meetings of the Boards of Directors and
      committees upon which you serve, as well as the annual general meetings of
      shareholders. In addition, you are expected to devote appropriate
      preparation time ahead of each meeting. You have been provided with the
      calendar of Board meetings for 2005, including the location of each
      meeting. By accepting this appointment, you have confirmed that you are
      able to allocate sufficient time to attend the meetings and otherwise meet
      the expectations of your role. The agreement of the Chairman and the
      Presiding Director should be sought (which will not be unreasonably
      withheld) before accepting additional directorships that might affect the
      time you are able to devote to your role as a non-executive director of
      the Companies.

2.3   You will not be entitled to a fee for your services as a director of the
      Companies.

2.4   You will be reimbursed for reasonable expenses incurred in the performance
      of the Duties in accordance with the Non-Executive Board of Directors
      Travel Expense Reimbursement Policy, a copy of which is attached hereto.
      The Company may request receipts or other evidence of expenditure prior to
      any reimbursement pursuant to this clause 2.4.

2.5   The reimbursement arrangements set forth in clause 2.4 hereof are subject
      to change as determined by the Boards from time to time.

3.    Confidential Information

3.1   You agree that, during the continuance of the Appointment or afterwards
      (unless authorised to do so by the Boards or by a court of competent
      jurisdiction), you will not use for your own or another's benefit or
      disclose or permit the disclosure of any confidential information of any
      member of the Group which you have obtained by virtue of the Appointment
      or your employment by the Companies or in respect of which the Companies
      are bound by an obligation of confidence to a third party. Confidential
      information shall include, without limitation, lists or details of
      customers, information relating to the working of any product, process,
      invention, improvement or development carried on or used by any member of
      the Group, information relating to research projects, know-how, prices,
      discounts, mark-ups, future business strategy, marketing, tenders, any
      price sensitive information and information concerning the intellectual
      property portfolio and strategy of the Companies.

3.2   The restrictions contained in this clause shall cease to apply to any
      confidential information which may (other than by reason of your breach of
      these terms) become available to the public generally, but any such use
      will be subject to any restrictive covenants to which you are a party.

4.    Indemnity

      In the event that you (or your heirs, executors or administrators) are
      made a party or are threatened to be made a party to or witness in any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, by reason of the fact
      that you are or were a director of either Company, Carnival Corporation
      shall (i) indemnify you against all expenses of any kind whatsoever
      (including attorneys' fees and expenses to enforce this indemnity),
      judgments, fines and amounts paid in settlement actually incurred by you
      in connection with such action, suit or proceeding and (ii) pay or advance
      to you in advance of final disposition of such action, suit or proceeding,
      within 20 days of the



      submission of an invoice therefore, all such expenses incurred in
      connection therewith, in each case of (i) and (ii) to the fullest extent
      and in the manner set forth in and permitted by the General Corporation
      Law of the Republic of Panama and any other applicable law, as from time
      to time in effect. Such right of indemnification and advancement of
      expenses shall not be deemed exclusive of any other rights to which you
      may be entitled apart from the foregoing provisions. The provisions of
      this Section 4, and Section 5 below, shall survive the termination of the
      letter and shall continue to be binding on Carnival Corporation until the
      later of (a) six years after the date that you cease to serve as a
      director of either Company and (b) the final termination of all
      proceedings pending or threatened on the sixth anniversary of your
      termination of service to which you are entitled to indemnification
      hereunder.

5.    Insurance

      To the extent possible, Carnival Corporation will maintain appropriate
      directors' and officers' liability insurance for your benefit in an amount
      which is not less than the current coverage as of the date of this letter
      for directors of each Company in respect of events occurring in respect of
      your service as a director of each Company or its subsidiaries, unless
      Carnival Corporation in good faith determines (and so notifies you
      reasonably in advance) that such insurance is not reasonably available or
      that the premiums therefore are disproportionate to the benefits. To the
      extent practicable, such insurance would name you separately as an insured
      (Side A Coverage).

6.    Code of Business Conduct and Ethics

      You agree to observe the provisions of the Companies' code of business
      conduct and ethics.

7.    Miscellaneous

7.1   Nothing in this letter shall create the relationship of employee and
      employer between you and the Companies.

7.2   The agreement contained in this letter shall be governed by, and construed
      in accordance with, to the extent it relates to your service as a director
      of Carnival Corporation to Florida law and, to the extent it relates to
      your service as a director of Carnival plc, to English law. Any legal
      action in connection herewith may be brought in the Federal or State
      Courts located in Miami-Dade County, Florida or, if you are not a resident
      of the United States, the courts sitting in London England, and the
      parties submit to the jurisdiction of such courts.

7.3   This appointment letter may be executed in one or more counterparts, each
      of which will be deemed to be an original copy of this appointment letter,
      and all of which, when taken together, shall be deemed to constitute one
      and the same agreement.

8.    Entire Agreement

      This appointment letter represents the entire understanding, and
      constitutes the whole agreement, in relation to the Appointment and
      supersedes any previous agreement between yourself and the Companies with
      respect thereto except for any additional separate indemnity agreement
      entered into between you and the Companies.

Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.



CARNIVAL CORPORATION
CARNIVAL PLC

By: /s/ Howard S. Frank
    -----------------------
    Name:  Howard S. Frank
    Title: Vice-Chairman


AGREED AND ACCEPTED BY:

/s/ A. Kirk Lanterman
- ---------------------
A. Kirk Lanterman



                        Non-Executive Board of Directors
                       Travel Expense Reimbursement Policy

                                 As of June 2003

Air Travel

As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.

Hotel Accommodations

Deluxe hotel room accommodation should be used when traveling on Board related
business.

Other Expenses

Other expenses include the following:

o     Meals

o     Ground Transportation (taxi, rental car).

o     Telephone

To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.

Spousal Travel

In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.

Administrative Requirements:

o     Expense Reimbursement Forms and Your Expense Reimbursement Coordinator

      The Company will reimburse ordinary and necessary actual expenses incurred
      in the performance of assigned duties and approved according to these
      practices. To be reimbursed, the following form(s) are required to be
      completed:

      o     Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
            The Business Purpose of the Trip should be entered in the applicable
            section of the form entitled "Business Purpose of Trip..." along
            with the date the expense was incurred.

      o     Wire Transfer (Sign-up) Form - (see Wire Transfer section below)

      To assist you with the following expense related items, you have been
      provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
      Legal Assistant and Board of Director's



      Coordinator) who can be contacted by tel. at (305) 599-2600 ext. 18035 or
      by e-mail at mleon@carnival.com.

      o     Provide expense reimbursement forms

      o     Collect, review and track your reimbursement forms and coordinate
            reimbursement

      o     Provide any required travel assistance

o     Wire Transfers

      Wire transfers are the preferred method of reimbursement for all cash
      outlays and mileage reimbursements. In order to be reimbursed in this
      manner you must submit your preferred banking information to the ERC using
      the Wire Transfer (Sign Up) Form. The form will be provided to you via
      e-mail/fax by the ERC upon request. If you change bank accounts, you must
      inform your ERC and fill out a new form with the new information and
      marking it "CHANGE". If you do not fill out this form, your expenses will
      be disbursed in the form of a Company check, which will be mailed to you.

o     Receipts (supporting documents)

Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.

o     Review and Approval

      Expense reimbursement forms and the related supporting documentation
      should be submitted to the ERC within 60 days of the incurred date. Your
      account will be credited within 30 days from the date of submission.

EX-10.41

                                                                   Exhibit 10.41

                                    CARNIVAL
                               CORPORATION & PLC

STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                        August 19, 2004

Ambassador Richard G. Capen, Jr.
6077 San Elijo
P.O. Box 2494 Rancho Santa Fe, CA 92067

Dear Dick,

I am pleased to confirm your re-appointment (the "Appointment") as a director of
each of Carnival Corporation and Carnival plc (collectively, the "Companies").
The terms of the Appointment are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.

1.    Term of Appointment

1.1   The Appointment shall terminate after your resignation, removal,
      disqualification or death as set forth in the Articles and/or Bylaws of
      each Company. It is understood that your Appointment will terminate
      immediately without any entitlement to further compensation if, among
      other things, you are not, re-elected at the annual general meetings of
      shareholders of the Companies; or are required to vacate office for any
      reason pursuant to any of the provisions of the Articles; or are removed
      as a director or otherwise required to vacate office under any applicable
      law.

1.2   Upon the termination of the Appointment, you shall (a) cease to be a
      director of each Company, (b) cease to have any entitlement to
      compensation other than compensation accrued and unpaid on the date of
      termination, and (c) deliver to an authorized representative of the
      Companies all correspondence, documents (including, without limitation,
      board minutes and board papers), copies thereof or other property of each
      Company, and of each of their subsidiaries and affiliates (collectively,
      the "Group") made or received by you in the course of your directorship
      (whether before or after the date of this letter).

1.3   You will at the request of either Company immediately resign (in writing)
      from the office of director of both Companies and any other office with a
      Group company and you irrevocably authorize the Companies as your attorney
      in your name and on your behalf to sign all documents and do all things
      necessary to give effect to this.

2.    Duties and Fees

2.1   You shall carry out such duties as set forth in the Articles and Bylaws
      and as otherwise agreed to by the Boards (the "Duties"). You shall have
      all the usual Duties



      of a director under applicable law. In carrying out the Duties, you shall
      have particular regard to your role as a director in light of the Listing
      Rules, Combined Code from time to time in effect in England and to similar
      rules, regulations and laws in the United States.

2.2   You are expected to attend all meetings of the Boards of Directors and
      committees upon which you serve, as well as the annual general meetings of
      shareholders. In addition, you are expected to devote appropriate
      preparation time ahead of each meeting. You have been provided with the
      calendar of Board meetings for the remainder of 2004 and 2005, including
      the location of each meeting. By accepting this appointment, you have
      confirmed that you are able to allocate sufficient time to attend the
      meetings and otherwise meet the expectations of your role. The agreement
      of the Chairman and the Presiding Director should be sought (which will
      not be unreasonably withheld) before accepting additional directorships
      that might affect the time you are able to devote to your role as a
      non-executive director of the Companies.

2.3   You will be entitled to a fee for your services as a director of the
      Companies of $40,000 per annum. You will receive an additional fee of
      $2,500 per annum ($5,000 for the audit committees) for service on a
      committee of the Boards of the Companies (it being understood that the
      parallel committees of the Companies will be deemed to be one committee
      for these purposes). If you act as chairperson of a committee of the
      Boards, you will be entitled to an additional fee of $5,000 per annum
      ($10,000 for the audit committees). In addition, attendance fees for
      meetings of the Boards and committees will also be paid ranging from
      $1,000 to $5,000 per meeting. A compensation table which sets forth all
      such fees is annexed to this letter for your reference

2.4   You will be reimbursed for reasonable expenses incurred in the performance
      of the Duties in accordance with the Non-Executive Board of Directors
      Travel Expense Reimbursement Policy, a copy of which is attached hereto.
      The Company may request receipts or other evidence of expenditure prior to
      any reimbursement pursuant to this clause 2.4.

2.5   The compensation and reimbursement arrangements set forth in clauses 2.3
      and 2.4 hereof are subject to change as determined by the Boards from time
      to time.

3.    Confidential Information

3.1   You agree that, during the continuance of the Appointment or afterwards
      (unless authorised to do so by the Boards or by a court of competent
      jurisdiction), you will not use for your own or another's benefit or
      disclose or permit the disclosure of any confidential information of any
      member of the Group which you have obtained by virtue of the Appointment
      or your employment by the Companies or in respect of which the Companies
      are bound by an obligation of confidence to a third party. Confidential
      information shall include, without limitation, lists or details of
      customers, information relating to the working of any product, process,
      invention, improvement or development carried on or used by any member of
      the Group, information relating to research projects, know-how, prices,
      discounts, mark-ups, future business strategy, marketing, tenders, any
      price sensitive information and information concerning the intellectual
      property portfolio and strategy of the Companies.

3.2   The restrictions contained in this clause shall cease to apply to any
      confidential information which may (other than by reason of your breach of
      these terms) become



      available to the public generally, but any such use will be subject to any
      restrictive covenants to which you are a party.

4.    Indemnity

      In the event that you (or your heirs, executors or administrators) are
      made a party or are threatened to be made a party to or witness in any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, by reason of the fact
      that you are or were a director of either Company, Carnival Corporation
      shall (i) indemnify you against all expenses of any kind whatsoever
      (including attorneys' fees and expenses to enforce this indemnity),
      judgments, fines and amounts paid in settlement actually incurred by you
      in connection with such action, suit or proceeding and (ii) pay or advance
      to you in advance of final disposition of such action, suit or proceeding,
      within 20 days of the submission of an invoice therefore, all such
      expenses incurred in connection therewith, in each case of (i) and (ii) to
      the fullest extent and in the manner set forth in and permitted by the
      General Corporation Law of the Republic of Panama and any other applicable
      law, as from time to time in effect. Such right of indemnification and
      advancement of expenses shall not be deemed exclusive of any other rights
      to which you may be entitled apart from the foregoing provisions. The
      provisions of this Section 4, and Section 5 below, shall survive the
      termination of the letter and shall continue to be binding on Carnival
      Corporation until the later of (a) six years after the date that you cease
      to serve as a director of either Company and (b) the final termination of
      all proceedings pending or threatened on the sixth anniversary of your
      termination of service to which you are entitled to indemnification
      hereunder.

5.    Insurance

      To the extent possible, Carnival Corporation will maintain appropriate
      directors' and officers' liability insurance for your benefit in an amount
      which is not less than the current coverage as of the date of this letter
      for directors of each Company in respect of events occurring in respect of
      your service as a director of each Company or its subsidiaries, unless
      Carnival Corporation in good faith determines (and so notifies you
      reasonably in advance) that such insurance is not reasonably available or
      that the premiums therefore are disproportionate to the benefits. To the
      extent practicable, such insurance would name you separately as an insured
      (Side A Coverage).

6.    Code of Business Conduct and Ethics

      You agree to observe the provisions of the Company's code of business
      conduct and ethics.

7.    Miscellaneous

7.1   Nothing in this letter shall create the relationship of employee and
      employer between you and the Companies.

7.2   The agreement contained in this letter shall be governed by, and construed
      in accordance with, to the extent it relates to your service as a director
      of Carnival Corporation to Florida law and, to the extent it relates to
      your service as a director of Carnival plc, to English law. Any legal
      action in connection herewith may be brought in the Federal or State
      Courts located in Miami-Dade County, Florida or, if you are not a resident
      of the United States, the courts sitting in London England, and the
      parties submit to the jurisdiction of such courts.



7.3   This appointment letter may be executed in one or more counterparts, each
      of which will be deemed to be an original copy of this appointment letter,
      and all of which, when taken together, shall be deemed to constitute one
      and the same agreement.

8.    Entire Agreement

      This appointment letter represents the entire understanding, and
      constitutes the whole agreement, in relation to the Appointment and
      supersedes any previous agreement between yourself and the Companies with
      respect thereto except for any additional separate indemnity agreement
      entered into between you and the Companies.

Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.

CARNIVAL CORPORATION
CARNIVAL PLC

By: /s/ Howard S. Frank
    -----------------------
    Name:  Howard S. Frank
    Title: Vice-Chairman


AGREED AND ACCEPTED BY:

/s/Ambassador Richard G. Capen, Jr
- ----------------------------------
Ambassador Richard G. Capen, Jr.

ANNEX

                          Board        Audit Committee         Other Committees
                          Member
                                      Chair       Member      Chair       Member
Annual Retainer          $40,000     $10,000     $ 5,000     $ 5,000     $ 2,500
  Attendance Fee
Attendance Fee
Meeting in Person          5,000       2,500       2,500       2,000       2,000
By Phone                   2,000       1,000       1,000       1,000       1,000



                                    CARNIVAL
                               CORPORATION & PLC

                        Non-Executive Board of Directors

                       Travel Expense Reimbursement Policy

                                 As of June 2003

Air Travel

As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.

Hotel Accommodations

Deluxe hotel room accommodation should be used when traveling on Board related
business.

Other Expenses

Other expenses include the following:

o     Meals

o     Ground Transportation (taxi, rental car).

o     Telephone

To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.

Spousal Travel

In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.

Administrative Requirements:

o     Expense Reimbursement Forms and Your Expense Reimbursement Coordinator

      The Company will reimburse ordinary and necessary actual expenses incurred
      in the performance of assigned duties and approved according to these
      practices. To be reimbursed, the following form(s) are required to be
      completed:



      o     Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
            The Business Purpose of the Trip should be entered in the applicable
            section of the form entitled "Business Purpose of Trip..." along
            with the date the expense was incurred.

      o     Wire Transfer (Sign-up) Form - (see Wire Transfer section below)

      To assist you with the following expense related items, you have been
      provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
      Legal Assistant and Board of Director's Coordinator) who can be contacted
      by tel. at (305) 599-2600 ext. 18035 or by e-mail at mleon@carnival.com.

      o     Provide expense reimbursement forms

      o     Collect, review and track your reimbursement forms and coordinate
            reimbursement

      o     Provide any required travel assistance

o     Wire Transfers

      Wire transfers are the preferred method of reimbursement for all cash
      outlays and mileage reimbursements. In order to be reimbursed in this
      manner you must submit your preferred banking information to the ERC using
      the Wire Transfer (Sign Up) Form. The form will be provided to you via
      e-mail/fax by the ERC upon request. If you change bank accounts, you must
      inform your ERC and fill out a new form with the new information and
      marking it "CHANGE". If you do not fill out this form, your expenses will
      be disbursed in the form of a Company check, which will be mailed to you.

o     Receipts (supporting documents)

Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.

o     Review and Approval

      Expense reimbursement forms and the related supporting documentation
      should be submitted to the ERC within 60 days of the incurred date. Your
      account will be credited within 30 days from the date of submission.

EX-10.43

                                                                   Exhibit 10.43

                                    CARNIVAL
                               CORPORATION & PLC

STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                        August 19, 2004

Arnold Donald
c/o Merisant Company
1 North Brentwood Blvd., Suite 510
Clayton, MO 63105

Dear Arnold,

I am pleased to confirm your re-appointment (the "Appointment") as a director of
each of Carnival Corporation and Carnival plc (collectively, the "Companies").
The terms of the Appointment are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.

1.    Term of Appointment

1.1   The Appointment shall terminate after your resignation, removal,
      disqualification or death as set forth in the Articles and/or Bylaws of
      each Company. It is understood that your Appointment will terminate
      immediately without any entitlement to further compensation if, among
      other things, you are not, re-elected at the annual general meetings of
      shareholders of the Companies; or are required to vacate office for any
      reason pursuant to any of the provisions of the Articles; or are removed
      as a director or otherwise required to vacate office under any applicable
      law.

1.2   Upon the termination of the Appointment, you shall (a) cease to be a
      director of each Company, (b) cease to have any entitlement to
      compensation other than compensation accrued and unpaid on the date of
      termination, and (c) deliver to an authorized representative of the
      Companies all correspondence, documents (including, without limitation,
      board minutes and board papers), copies thereof or other property of each
      Company, and of each of their subsidiaries and affiliates (collectively,
      the "Group") made or received by you in the course of your directorship
      (whether before or after the date of this letter).

1.3   You will at the request of either Company immediately resign (in writing)
      from the office of director of both Companies and any other office with a
      Group company and you irrevocably authorize the Companies as your attorney
      in your name and on your behalf to sign all documents and do all things
      necessary to give effect to this.

2.    Duties and Fees

2.1   You shall carry out such duties as set forth in the Articles and Bylaws
      and as otherwise agreed to by the Boards (the "Duties"). You shall have
      all the usual Duties of a director under applicable law. In carrying out
      the Duties, you shall have



      particular regard to your role as a director in light of the Listing
      Rules, Combined Code from time to time in effect in England and to similar
      rules, regulations and laws in the United States.

2.2   You are expected to attend all meetings of the Boards of Directors and
      committees upon which you serve, as well as the annual general meetings of
      shareholders. In addition, you are expected to devote appropriate
      preparation time ahead of each meeting. You have been provided with the
      calendar of Board meetings for the remainder of 2004 and 2005, including
      the location of each meeting. By accepting this appointment, you have
      confirmed that you are able to allocate sufficient time to attend the
      meetings and otherwise meet the expectations of your role. The agreement
      of the Chairman and the Presiding Director should be sought (which will
      not be unreasonably withheld) before accepting additional directorships
      that might affect the time you are able to devote to your role as a
      non-executive director of the Companies.

2.3   You will be entitled to a fee for your services as a director of the
      Companies of $40,000 per annum. You will receive an additional fee of
      $2,500 per annum ($5,000 for the audit committees) for service on a
      committee of the Boards of the Companies (it being understood that the
      parallel committees of the Companies will be deemed to be one committee
      for these purposes). If you act as chairperson of a committee of the
      Boards, you will be entitled to an additional fee of $5,000 per annum
      ($10,000 for the audit committees). In addition, attendance fees for
      meetings of the Boards and committees will also be paid ranging from
      $1,000 to $5,000 per meeting. A compensation table which sets forth all
      such fees is annexed to this letter for your reference

2.4   You will be reimbursed for reasonable expenses incurred in the performance
      of the Duties in accordance with the Non-Executive Board of Directors
      Travel Expense Reimbursement Policy, a copy of which is attached hereto.
      The Company may request receipts or other evidence of expenditure prior to
      any reimbursement pursuant to this clause 2.4.

2.5   The compensation and reimbursement arrangements set forth in clauses 2.3
      and 2.4 hereof are subject to change as determined by the Boards from time
      to time.

3.    Confidential Information

3.1   You agree that, during the continuance of the Appointment or afterwards
      (unless authorised to do so by the Boards or by a court of competent
      jurisdiction), you will not use for your own or another's benefit or
      disclose or permit the disclosure of any confidential information of any
      member of the Group which you have obtained by virtue of the Appointment
      or your employment by the Companies or in respect of which the Companies
      are bound by an obligation of confidence to a third party. Confidential
      information shall include, without limitation, lists or details of
      customers, information relating to the working of any product, process,
      invention, improvement or development carried on or used by any member of
      the Group, information relating to research projects, know-how, prices,
      discounts, mark-ups, future business strategy, marketing, tenders, any
      price sensitive information and information concerning the intellectual
      property portfolio and strategy of the Companies.

3.2   The restrictions contained in this clause shall cease to apply to any
      confidential information which may (other than by reason of your breach of
      these terms) become



      available to the public generally, but any such use will be subject to any
      restrictive covenants to which you are a party.

4.    Indemnity

      In the event that you (or your heirs, executors or administrators) are
      made a party or are threatened to be made a party to or witness in any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, by reason of the fact
      that you are or were a director of either Company, Carnival Corporation
      shall (i) indemnify you against all expenses of any kind whatsoever
      (including attorneys' fees and expenses to enforce this indemnity),
      judgments, fines and amounts paid in settlement actually incurred by you
      in connection with such action, suit or proceeding and (ii) pay or advance
      to you in advance of final disposition of such action, suit or proceeding,
      within 20 days of the submission of an invoice therefore, all such
      expenses incurred in connection therewith, in each case of (i) and (ii) to
      the fullest extent and in the manner set forth in and permitted by the
      General Corporation Law of the Republic of Panama and any other applicable
      law, as from time to time in effect. Such right of indemnification and
      advancement of expenses shall not be deemed exclusive of any other rights
      to which you may be entitled apart from the foregoing provisions. The
      provisions of this Section 4, and Section 5 below, shall survive the
      termination of the letter and shall continue to be binding on Carnival
      Corporation until the later of (a) six years after the date that you cease
      to serve as a director of either Company and (b) the final termination of
      all proceedings pending or threatened on the sixth anniversary of your
      termination of service to which you are entitled to indemnification
      hereunder.

5.    Insurance

      To the extent possible, Carnival Corporation will maintain appropriate
      directors' and officers' liability insurance for your benefit in an amount
      which is not less than the current coverage as of the date of this letter
      for directors of each Company in respect of events occurring in respect of
      your service as a director of each Company or its subsidiaries, unless
      Carnival Corporation in good faith determines (and so notifies you
      reasonably in advance) that such insurance is not reasonably available or
      that the premiums therefore are disproportionate to the benefits. To the
      extent practicable, such insurance would name you separately as an insured
      (Side A Coverage).

6.    Code of Business Conduct and Ethics

      You agree to observe the provisions of the Company's code of business
      conduct and ethics.

7.    Miscellaneous

7.1   Nothing in this letter shall create the relationship of employee and
      employer between you and the Companies.

7.2   The agreement contained in this letter shall be governed by, and construed
      in accordance with, to the extent it relates to your service as a director
      of Carnival Corporation to Florida law and, to the extent it relates to
      your service as a director of Carnival plc, to English law. Any legal
      action in connection herewith may be brought in the Federal or State
      Courts located in Miami-Dade County, Florida or, if you are not a resident
      of the United States, the courts sitting in London England, and the
      parties submit to the jurisdiction of such courts.



7.3   This appointment letter may be executed in one or more counterparts, each
      of which will be deemed to be an original copy of this appointment letter,
      and all of which, when taken together, shall be deemed to constitute one
      and the same agreement.

8.    Entire Agreement

      This appointment letter represents the entire understanding, and
      constitutes the whole agreement, in relation to the Appointment and
      supersedes any previous agreement between yourself and the Companies with
      respect thereto except for any additional separate indemnity agreement
      entered into between you and the Companies.

Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.

CARNIVAL CORPORATION
CARNIVAL PLC

By: /s/ Howard S. Frank
    -----------------------
    Name:  Howard S. Frank
    Title: Vice-Chairman


AGREED AND ACCEPTED BY:

/s/ Arnold Donald
- -----------------
Arnold Donald

ANNEX

                          Board        Audit Committee         Other Committees
                          Member
                                      Chair       Member      Chair       Member
Annual Retainer          $40,000     $10,000     $ 5,000     $ 5,000     $ 2,500
  Attendance Fee
Attendance Fee
Meeting in Person          5,000       2,500       2,500       2,000       2,000
By Phone                   2,000       1,000       1,000       1,000       1,000



                                    CARNIVAL
                               CORPORATION & PLC

                        Non-Executive Board of Directors

                       Travel Expense Reimbursement Policy

                                 As of June 2003

Air Travel

As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.

Hotel Accommodations

Deluxe hotel room accommodation should be used when traveling on Board related
business.

Other Expenses

Other expenses include the following:

o     Meals

o     Ground Transportation (taxi, rental car).

o     Telephone

To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.

Spousal Travel

In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.

Administrative Requirements:

o     Expense Reimbursement Forms and Your Expense Reimbursement Coordinator

      The Company will reimburse ordinary and necessary actual expenses incurred
      in the performance of assigned duties and approved according to these
      practices. To be reimbursed, the following form(s) are required to be
      completed:



      o     Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
            The Business Purpose of the Trip should be entered in the applicable
            section of the form entitled "Business Purpose of Trip..." along
            with the date the expense was incurred.

      o     Wire Transfer (Sign-up) Form - (see Wire Transfer section below)

      To assist you with the following expense related items, you have been
      provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
      Legal Assistant and Board of Director's Coordinator) who can be contacted
      by tel. at (305) 599-2600 ext. 18035 or by e-mail at mleon@carnival.com.

      o     Provide expense reimbursement forms

      o     Collect, review and track your reimbursement forms and coordinate
            reimbursement

      o     Provide any required travel assistance

o     Wire Transfers

      Wire transfers are the preferred method of reimbursement for all cash
      outlays and mileage reimbursements. In order to be reimbursed in this
      manner you must submit your preferred banking information to the ERC using
      the Wire Transfer (Sign Up) Form. The form will be provided to you via
      e-mail/fax by the ERC upon request. If you change bank accounts, you must
      inform your ERC and fill out a new form with the new information and
      marking it "CHANGE". If you do not fill out this form, your expenses will
      be disbursed in the form of a Company check, which will be mailed to you.

o     Receipts (supporting documents)

Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.

o     Review and Approval

      Expense reimbursement forms and the related supporting documentation
      should be submitted to the ERC within 60 days of the incurred date. Your
      account will be credited within 30 days from the date of submission.

EX-10.46

                                                                   Exhibit 10.46

                                    CARNIVAL
                               CORPORATION & PLC

STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                        August 19, 2004

Dr. Modesto Maidique
107th Avenue & 8th Street
Perry Building - PC 528
Miami, Florida 33199

Dear Mitch,

I am pleased to confirm your re-appointment (the "Appointment") as a director of
each of Carnival Corporation and Carnival plc (collectively, the "Companies").
The terms of the Appointment are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.

1.    Term of Appointment

1.1   The Appointment shall terminate after your resignation, removal,
      disqualification or death as set forth in the Articles and/or Bylaws of
      each Company. It is understood that your Appointment will terminate
      immediately without any entitlement to further compensation if, among
      other things, you are not, re-elected at the annual general meetings of
      shareholders of the Companies; or are required to vacate office for any
      reason pursuant to any of the provisions of the Articles; or are removed
      as a director or otherwise required to vacate office under any applicable
      law.

1.2   Upon the termination of the Appointment, you shall (a) cease to be a
      director of each Company, (b) cease to have any entitlement to
      compensation other than compensation accrued and unpaid on the date of
      termination, and (c) deliver to an authorized representative of the
      Companies all correspondence, documents (including, without limitation,
      board minutes and board papers), copies thereof or other property of each
      Company, and of each of their subsidiaries and affiliates (collectively,
      the "Group") made or received by you in the course of your directorship
      (whether before or after the date of this letter).

1.3   You will at the request of either Company immediately resign (in writing)
      from the office of director of both Companies and any other office with a
      Group company and you irrevocably authorize the Companies as your attorney
      in your name and on your behalf to sign all documents and do all things
      necessary to give effect to this.

2.    Duties and Fees

2.1   You shall carry out such duties as set forth in the Articles and Bylaws
      and as otherwise agreed to by the Boards (the "Duties"). You shall have
      all the usual Duties



      of a director under applicable law. In carrying out the Duties, you shall
      have particular regard to your role as a director in light of the Listing
      Rules, Combined Code from time to time in effect in England and to similar
      rules, regulations and laws in the United States.

2.2   You are expected to attend all meetings of the Boards of Directors and
      committees upon which you serve, as well as the annual general meetings of
      shareholders. In addition, you are expected to devote appropriate
      preparation time ahead of each meeting. You have been provided with the
      calendar of Board meetings for the remainder of 2004 and 2005, including
      the location of each meeting. By accepting this appointment, you have
      confirmed that you are able to allocate sufficient time to attend the
      meetings and otherwise meet the expectations of your role. The agreement
      of the Chairman and the Presiding Director should be sought (which will
      not be unreasonably withheld) before accepting additional directorships
      that might affect the time you are able to devote to your role as a
      non-executive director of the Companies.

2.3   You will be entitled to a fee for your services as a director of the
      Companies of $40,000 per annum. You will receive an additional fee of
      $2,500 per annum ($5,000 for the audit committees) for service on a
      committee of the Boards of the Companies (it being understood that the
      parallel committees of the Companies will be deemed to be one committee
      for these purposes). If you act as chairperson of a committee of the
      Boards, you will be entitled to an additional fee of $5,000 per annum
      ($10,000 for the audit committees). In addition, attendance fees for
      meetings of the Boards and committees will also be paid ranging from
      $1,000 to $5,000 per meeting. A compensation table which sets forth all
      such fees is annexed to this letter for your reference

2.4   You will be reimbursed for reasonable expenses incurred in the performance
      of the Duties in accordance with the Non-Executive Board of Directors
      Travel Expense Reimbursement Policy, a copy of which is attached hereto.
      The Company may request receipts or other evidence of expenditure prior to
      any reimbursement pursuant to this clause 2.4.

2.5   The compensation and reimbursement arrangements set forth in clauses 2.3
      and 2.4 hereof are subject to change as determined by the Boards from time
      to time.

3.    Confidential Information

3.1   You agree that, during the continuance of the Appointment or afterwards
      (unless authorised to do so by the Boards or by a court of competent
      jurisdiction), you will not use for your own or another's benefit or
      disclose or permit the disclosure of any confidential information of any
      member of the Group which you have obtained by virtue of the Appointment
      or your employment by the Companies or in respect of which the Companies
      are bound by an obligation of confidence to a third party. Confidential
      information shall include, without limitation, lists or details of
      customers, information relating to the working of any product, process,
      invention, improvement or development carried on or used by any member of
      the Group, information relating to research projects, know-how, prices,
      discounts, mark-ups, future business strategy, marketing, tenders, any
      price sensitive information and information concerning the intellectual
      property portfolio and strategy of the Companies.

3.2   The restrictions contained in this clause shall cease to apply to any
      confidential information which may (other than by reason of your breach of
      these terms) become



      available to the public generally, but any such use will be subject to any
      restrictive covenants to which you are a party.

4.    Indemnity

      In the event that you (or your heirs, executors or administrators) are
      made a party or are threatened to be made a party to or witness in any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, by reason of the fact
      that you are or were a director of either Company, Carnival Corporation
      shall (i) indemnify you against all expenses of any kind whatsoever
      (including attorneys' fees and expenses to enforce this indemnity),
      judgments, fines and amounts paid in settlement actually incurred by you
      in connection with such action, suit or proceeding and (ii) pay or advance
      to you in advance of final disposition of such action, suit or proceeding,
      within 20 days of the submission of an invoice therefore, all such
      expenses incurred in connection therewith, in each case of (i) and (ii) to
      the fullest extent and in the manner set forth in and permitted by the
      General Corporation Law of the Republic of Panama and any other applicable
      law, as from time to time in effect. Such right of indemnification and
      advancement of expenses shall not be deemed exclusive of any other rights
      to which you may be entitled apart from the foregoing provisions. The
      provisions of this Section 4, and Section 5 below, shall survive the
      termination of the letter and shall continue to be binding on Carnival
      Corporation until the later of (a) six years after the date that you cease
      to serve as a director of either Company and (b) the final termination of
      all proceedings pending or threatened on the sixth anniversary of your
      termination of service to which you are entitled to indemnification
      hereunder.

5.    Insurance

      To the extent possible, Carnival Corporation will maintain appropriate
      directors' and officers' liability insurance for your benefit in an amount
      which is not less than the current coverage as of the date of this letter
      for directors of each Company in respect of events occurring in respect of
      your service as a director of each Company or its subsidiaries, unless
      Carnival Corporation in good faith determines (and so notifies you
      reasonably in advance) that such insurance is not reasonably available or
      that the premiums therefore are disproportionate to the benefits. To the
      extent practicable, such insurance would name you separately as an insured
      (Side A Coverage).

6.    Code of Business Conduct and Ethics

      You agree to observe the provisions of the Company's code of business
      conduct and ethics.

7.    Miscellaneous

7.1   Nothing in this letter shall create the relationship of employee and
      employer between you and the Companies.

7.2   The agreement contained in this letter shall be governed by, and construed
      in accordance with, to the extent it relates to your service as a director
      of Carnival Corporation to Florida law and, to the extent it relates to
      your service as a director of Carnival plc, to English law. Any legal
      action in connection herewith may be brought in the Federal or State
      Courts located in Miami-Dade County, Florida or, if you are not a resident
      of the United States, the courts sitting in London England, and the
      parties submit to the jurisdiction of such courts.



7.3   This appointment letter may be executed in one or more counterparts, each
      of which will be deemed to be an original copy of this appointment letter,
      and all of which, when taken together, shall be deemed to constitute one
      and the same agreement.

8.    Entire Agreement

      This appointment letter represents the entire understanding, and
      constitutes the whole agreement, in relation to the Appointment and
      supersedes any previous agreement between yourself and the Companies with
      respect thereto except for any additional separate indemnity agreement
      entered into between you and the Companies.

Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.

CARNIVAL CORPORATION
CARNIVAL PLC

By: /s/ Howard S. Frank
    -----------------------
    Name:  Howard S. Frank
    Title: Vice-Chairman


AGREED AND ACCEPTED BY:

/s/ Modesto Maidique
- --------------------
Modesto Maidique

ANNEX

                          Board        Audit Committee         Other Committees
                          Member
                                      Chair       Member      Chair       Member
Annual Retainer          $40,000     $10,000     $ 5,000     $ 5,000     $ 2,500
  Attendance Fee
Attendance Fee
Meeting in Person          5,000       2,500       2,500       2,000       2,000
By Phone                   2,000       1,000       1,000       1,000       1,000



                           CARNIVAL CORPORATION & PLC
                        Non-Executive Board of Directors

                       Travel Expense Reimbursement Policy

                                 As of June 2003

Air Travel

As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.

Hotel Accommodations

Deluxe hotel room accommodation should be used when traveling on Board related
business.

Other Expenses

Other expenses include the following:

o     Meals

o     Ground Transportation (taxi, rental car).

o     Telephone

To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.

Spousal Travel

In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.

Administrative Requirements:

o     Expense Reimbursement Forms and Your Expense Reimbursement Coordinator

      The Company will reimburse ordinary and necessary actual expenses incurred
      in the performance of assigned duties and approved according to these
      practices. To be reimbursed, the following form(s) are required to be
      completed:



      o     Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
            The Business Purpose of the Trip should be entered in the applicable
            section of the form entitled "Business Purpose of Trip..." along
            with the date the expense was incurred.

      o     Wire Transfer (Sign-up) Form - (see Wire Transfer section below)

      To assist you with the following expense related items, you have been
      provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
      Legal Assistant and Board of Director's Coordinator) who can be contacted
      by tel. at (305) 599-2600 ext. 18035 or by e-mail at mleon@carnival.com.

      o     Provide expense reimbursement forms

      o     Collect, review and track your reimbursement forms and coordinate
            reimbursement

      o     Provide any required travel assistance

o     Wire Transfers

      Wire transfers are the preferred method of reimbursement for all cash
      outlays and mileage reimbursements. In order to be reimbursed in this
      manner you must submit your preferred banking information to the ERC using
      the Wire Transfer (Sign Up) Form. The form will be provided to you via
      e-mail/fax by the ERC upon request. If you change bank accounts, you must
      inform your ERC and fill out a new form with the new information and
      marking it "CHANGE". If you do not fill out this form, your expenses will
      be disbursed in the form of a Company check, which will be mailed to you.

o     Receipts (supporting documents)

Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.

o     Review and Approval

      Expense reimbursement forms and the related supporting documentation
      should be submitted to the ERC within 60 days of the incurred date. Your
      account will be credited within 30 days from the date of submission.

EX-10.48

                                                                   Exhibit 10.48

                                    CARNIVAL
                               CORPORATION & PLC

STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                        August 19, 2004

Stuart Subotnick
810 7th Avenue
29th Floor
New York, NY 10019

Dear Stuart,

I am pleased to confirm your re-appointment (the "Appointment") as a director of
each of Carnival Corporation and Carnival plc (collectively, the "Companies").
The terms of the Appointment are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.

1.    Term of Appointment

1.1   The Appointment shall terminate after your resignation, removal,
      disqualification or death as set forth in the Articles and/or Bylaws of
      each Company. It is understood that your Appointment will terminate
      immediately without any entitlement to further compensation if, among
      other things, you are not, re-elected at the annual general meetings of
      shareholders of the Companies; or are required to vacate office for any
      reason pursuant to any of the provisions of the Articles; or are removed
      as a director or otherwise required to vacate office under any applicable
      law.

1.2   Upon the termination of the Appointment, you shall (a) cease to be a
      director of each Company, (b) cease to have any entitlement to
      compensation other than compensation accrued and unpaid on the date of
      termination, and (c) deliver to an authorized representative of the
      Companies all correspondence, documents (including, without limitation,
      board minutes and board papers), copies thereof or other property of each
      Company, and of each of their subsidiaries and affiliates (collectively,
      the "Group") made or received by you in the course of your directorship
      (whether before or after the date of this letter).

1.3   You will at the request of either Company immediately resign (in writing)
      from the office of director of both Companies and any other office with a
      Group company and you irrevocably authorize the Companies as your attorney
      in your name and on your behalf to sign all documents and do all things
      necessary to give effect to this.

2.    Duties and Fees

2.1   You shall carry out such duties as set forth in the Articles and Bylaws
      and as otherwise agreed to by the Boards (the "Duties"). You shall have
      all the usual Duties of a director under applicable law. In carrying out
      the Duties, you shall have



      particular regard to your role as a director in light of the Listing
      Rules, Combined Code from time to time in effect in England and to similar
      rules, regulations and laws in the United States.

2.2   You are expected to attend all meetings of the Boards of Directors and
      committees upon which you serve, as well as the annual general meetings of
      shareholders. In addition, you are expected to devote appropriate
      preparation time ahead of each meeting. You have been provided with the
      calendar of Board meetings for the remainder of 2004 and 2005, including
      the location of each meeting. By accepting this appointment, you have
      confirmed that you are able to allocate sufficient time to attend the
      meetings and otherwise meet the expectations of your role. The agreement
      of the Chairman and the Presiding Director should be sought (which will
      not be unreasonably withheld) before accepting additional directorships
      that might affect the time you are able to devote to your role as a
      non-executive director of the Companies.

2.3   You will be entitled to a fee for your services as a director of the
      Companies of $40,000 per annum. You will receive an additional fee of
      $2,500 per annum ($5,000 for the audit committees) for service on a
      committee of the Boards of the Companies (it being understood that the
      parallel committees of the Companies will be deemed to be one committee
      for these purposes). If you act as chairperson of a committee of the
      Boards, you will be entitled to an additional fee of $5,000 per annum
      ($10,000 for the audit committees). In addition, attendance fees for
      meetings of the Boards and committees will also be paid ranging from
      $1,000 to $5,000 per meeting. A compensation table which sets forth all
      such fees is annexed to this letter for your reference

2.4   You will be reimbursed for reasonable expenses incurred in the performance
      of the Duties in accordance with the Non-Executive Board of Directors
      Travel Expense Reimbursement Policy, a copy of which is attached hereto.
      The Company may request receipts or other evidence of expenditure prior to
      any reimbursement pursuant to this clause 2.4.

2.5   The compensation and reimbursement arrangements set forth in clauses 2.3
      and 2.4 hereof are subject to change as determined by the Boards from time
      to time.

3.    Confidential Information

3.1   You agree that, during the continuance of the Appointment or afterwards
      (unless authorised to do so by the Boards or by a court of competent
      jurisdiction), you will not use for your own or another's benefit or
      disclose or permit the disclosure of any confidential information of any
      member of the Group which you have obtained by virtue of the Appointment
      or your employment by the Companies or in respect of which the Companies
      are bound by an obligation of confidence to a third party. Confidential
      information shall include, without limitation, lists or details of
      customers, information relating to the working of any product, process,
      invention, improvement or development carried on or used by any member of
      the Group, information relating to research projects, know-how, prices,
      discounts, mark-ups, future business strategy, marketing, tenders, any
      price sensitive information and information concerning the intellectual
      property portfolio and strategy of the Companies.

3.2   The restrictions contained in this clause shall cease to apply to any
      confidential information which may (other than by reason of your breach of
      these terms) become



      available to the public generally, but any such use will be subject to any
      restrictive covenants to which you are a party.

4.    Indemnity

      In the event that you (or your heirs, executors or administrators) are
      made a party or are threatened to be made a party to or witness in any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, by reason of the fact
      that you are or were a director of either Company, Carnival Corporation
      shall (i) indemnify you against all expenses of any kind whatsoever
      (including attorneys' fees and expenses to enforce this indemnity),
      judgments, fines and amounts paid in settlement actually incurred by you
      in connection with such action, suit or proceeding and (ii) pay or advance
      to you in advance of final disposition of such action, suit or proceeding,
      within 20 days of the submission of an invoice therefore, all such
      expenses incurred in connection therewith, in each case of (i) and (ii) to
      the fullest extent and in the manner set forth in and permitted by the
      General Corporation Law of the Republic of Panama and any other applicable
      law, as from time to time in effect. Such right of indemnification and
      advancement of expenses shall not be deemed exclusive of any other rights
      to which you may be entitled apart from the foregoing provisions. The
      provisions of this Section 4, and Section 5 below, shall survive the
      termination of the letter and shall continue to be binding on Carnival
      Corporation until the later of (a) six years after the date that you cease
      to serve as a director of either Company and (b) the final termination of
      all proceedings pending or threatened on the sixth anniversary of your
      termination of service to which you are entitled to indemnification
      hereunder.

5.    Insurance

      To the extent possible, Carnival Corporation will maintain appropriate
      directors' and officers' liability insurance for your benefit in an amount
      which is not less than the current coverage as of the date of this letter
      for directors of each Company in respect of events occurring in respect of
      your service as a director of each Company or its subsidiaries, unless
      Carnival Corporation in good faith determines (and so notifies you
      reasonably in advance) that such insurance is not reasonably available or
      that the premiums therefore are disproportionate to the benefits. To the
      extent practicable, such insurance would name you separately as an insured
      (Side A Coverage).

6.    Code of Business Conduct and Ethics

      You agree to observe the provisions of the Company's code of business
      conduct and ethics.

7.    Miscellaneous

7.1   Nothing in this letter shall create the relationship of employee and
      employer between you and the Companies.

7.2   The agreement contained in this letter shall be governed by, and construed
      in accordance with, to the extent it relates to your service as a director
      of Carnival Corporation to Florida law and, to the extent it relates to
      your service as a director of Carnival plc, to English law. Any legal
      action in connection herewith may be brought in the Federal or State
      Courts located in Miami-Dade County, Florida or, if you are not a resident
      of the United States, the courts sitting in London England, and the
      parties submit to the jurisdiction of such courts.



7.3   This appointment letter may be executed in one or more counterparts, each
      of which will be deemed to be an original copy of this appointment letter,
      and all of which, when taken together, shall be deemed to constitute one
      and the same agreement.

8.    Entire Agreement

      This appointment letter represents the entire understanding, and
      constitutes the whole agreement, in relation to the Appointment and
      supersedes any previous agreement between yourself and the Companies with
      respect thereto except for any additional separate indemnity agreement
      entered into between you and the Companies.

Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.

CARNIVAL CORPORATION
CARNIVAL PLC

By: /s/ Howard S. Frank
    -----------------------
    Name:  Howard S. Frank
    Title: Vice-Chairman


AGREED AND ACCEPTED BY:

/s/ Stuart Subotnick
- --------------------
Stuart Subotnick

ANNEX

                          Board        Audit Committee         Other Committees
                          Member
                                      Chair       Member      Chair       Member
Annual Retainer          $40,000     $10,000     $ 5,000     $ 5,000     $ 2,500
  Attendance Fee
Attendance Fee
Meeting in Person          5,000       2,500       2,500       2,000       2,000
By Phone                   2,000       1,000       1,000       1,000       1,000



                                    CARNIVAL
                               CORPORATION & PLC

                        Non-Executive Board of Directors

                       Travel Expense Reimbursement Policy

                                 As of June 2003

Air Travel

As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.

Hotel Accommodations

Deluxe hotel room accommodation should be used when traveling on Board related
business.

Other Expenses

Other expenses include the following:

o     Meals

o     Ground Transportation (taxi, rental car).

o     Telephone

To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.

Spousal Travel

In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.

Administrative Requirements:

o     Expense Reimbursement Forms and Your Expense Reimbursement Coordinator

      The Company will reimburse ordinary and necessary actual expenses incurred
      in the performance of assigned duties and approved according to these
      practices. To be reimbursed, the following form(s) are required to be
      completed:

      o     Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
            The Business Purpose of the Trip should be entered in the applicable
            section of the form entitled "Business Purpose of Trip..." along
            with the date the expense was incurred.

      o     Wire Transfer (Sign-up) Form - (see Wire Transfer section below)



      To assist you with the following expense related items, you have been
      provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
      Legal Assistant and Board of Director's Coordinator) who can be contacted
      by tel. at (305) 599-2600 ext. 18035 or by e-mail at mleon@carnival.com.

      o     Provide expense reimbursement forms

      o     Collect, review and track your reimbursement forms and coordinate
            reimbursement

      o     Provide any required travel assistance

o     Wire Transfers

      Wire transfers are the preferred method of reimbursement for all cash
      outlays and mileage reimbursements. In order to be reimbursed in this
      manner you must submit your preferred banking information to the ERC using
      the Wire Transfer (Sign Up) Form. The form will be provided to you via
      e-mail/fax by the ERC upon request. If you change bank accounts, you must
      inform your ERC and fill out a new form with the new information and
      marking it "CHANGE". If you do not fill out this form, your expenses will
      be disbursed in the form of a Company check, which will be mailed to you.

o     Receipts (supporting documents)

Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.

o     Review and Approval

      Expense reimbursement forms and the related supporting documentation
      should be submitted to the ERC within 60 days of the incurred date. Your
      account will be credited within 30 days from the date of submission.

EX-10.49

                                                                   Exhibit 10.49

                                    CARNIVAL
                               CORPORATION & PLC

STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                        August 19, 2004

Uzi Zucker
383 Madison Avenue
40th Floor
New York, NY

Dear Uzi,

I am pleased to confirm your re-appointment (the "Appointment") as a director of
each of Carnival Corporation and Carnival plc (collectively, the "Companies").
The terms of the Appointment are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.

1.    Term of Appointment

1.1   The Appointment shall terminate after your resignation, removal,
      disqualification or death as set forth in the Articles and/or Bylaws of
      each Company. It is understood that your Appointment will terminate
      immediately without any entitlement to further compensation if, among
      other things, you are not, re-elected at the annual general meetings of
      shareholders of the Companies; or are required to vacate office for any
      reason pursuant to any of the provisions of the Articles; or are removed
      as a director or otherwise required to vacate office under any applicable
      law.

1.2   Upon the termination of the Appointment, you shall (a) cease to be a
      director of each Company, (b) cease to have any entitlement to
      compensation other than compensation accrued and unpaid on the date of
      termination, and (c) deliver to an authorized representative of the
      Companies all correspondence, documents (including, without limitation,
      board minutes and board papers), copies thereof or other property of each
      Company, and of each of their subsidiaries and affiliates (collectively,
      the "Group") made or received by you in the course of your directorship
      (whether before or after the date of this letter).

1.3   You will at the request of either Company immediately resign (in writing)
      from the office of director of both Companies and any other office with a
      Group company and you irrevocably authorize the Companies as your attorney
      in your name and on your behalf to sign all documents and do all things
      necessary to give effect to this.

2.    Duties and Fees

2.1   You shall carry out such duties as set forth in the Articles and Bylaws
      and as otherwise agreed to by the Boards (the "Duties"). You shall have
      all the usual Duties



      of a director under applicable law. In carrying out the Duties, you shall
      have particular regard to your role as a director in light of the Listing
      Rules, Combined Code from time to time in effect in England and to similar
      rules, regulations and laws in the United States.

2.2   You are expected to attend all meetings of the Boards of Directors and
      committees upon which you serve, as well as the annual general meetings of
      shareholders. In addition, you are expected to devote appropriate
      preparation time ahead of each meeting. You have been provided with the
      calendar of Board meetings for the remainder of 2004 and 2005, including
      the location of each meeting. By accepting this appointment, you have
      confirmed that you are able to allocate sufficient time to attend the
      meetings and otherwise meet the expectations of your role. The agreement
      of the Chairman and the Presiding Director should be sought (which will
      not be unreasonably withheld) before accepting additional directorships
      that might affect the time you are able to devote to your role as a
      non-executive director of the Companies.

2.3   You will be entitled to a fee for your services as a director of the
      Companies of $40,000 per annum. You will receive an additional fee of
      $2,500 per annum ($5,000 for the audit committees) for service on a
      committee of the Boards of the Companies (it being understood that the
      parallel committees of the Companies will be deemed to be one committee
      for these purposes). If you act as chairperson of a committee of the
      Boards, you will be entitled to an additional fee of $5,000 per annum
      ($10,000 for the audit committees). In addition, attendance fees for
      meetings of the Boards and committees will also be paid ranging from
      $1,000 to $5,000 per meeting. A compensation table which sets forth all
      such fees is annexed to this letter for your reference

2.4   You will be reimbursed for reasonable expenses incurred in the performance
      of the Duties in accordance with the Non-Executive Board of Directors
      Travel Expense Reimbursement Policy, a copy of which is attached hereto.
      The Company may request receipts or other evidence of expenditure prior to
      any reimbursement pursuant to this clause 2.4.

2.5   The compensation and reimbursement arrangements set forth in clauses 2.3
      and 2.4 hereof are subject to change as determined by the Boards from time
      to time.

3.    Confidential Information

3.1   You agree that, during the continuance of the Appointment or afterwards
      (unless authorised to do so by the Boards or by a court of competent
      jurisdiction), you will not use for your own or another's benefit or
      disclose or permit the disclosure of any confidential information of any
      member of the Group which you have obtained by virtue of the Appointment
      or your employment by the Companies or in respect of which the Companies
      are bound by an obligation of confidence to a third party. Confidential
      information shall include, without limitation, lists or details of
      customers, information relating to the working of any product, process,
      invention, improvement or development carried on or used by any member of
      the Group, information relating to research projects, know-how, prices,
      discounts, mark-ups, future business strategy, marketing, tenders, any
      price sensitive information and information concerning the intellectual
      property portfolio and strategy of the Companies.

3.2   The restrictions contained in this clause shall cease to apply to any
      confidential information which may (other than by reason of your breach of
      these terms) become



      available to the public generally, but any such use will be subject to any
      restrictive covenants to which you are a party.

4.    Indemnity

      In the event that you (or your heirs, executors or administrators) are
      made a party or are threatened to be made a party to or witness in any
      threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, by reason of the fact
      that you are or were a director of either Company, Carnival Corporation
      shall (i) indemnify you against all expenses of any kind whatsoever
      (including attorneys' fees and expenses to enforce this indemnity),
      judgments, fines and amounts paid in settlement actually incurred by you
      in connection with such action, suit or proceeding and (ii) pay or advance
      to you in advance of final disposition of such action, suit or proceeding,
      within 20 days of the submission of an invoice therefore, all such
      expenses incurred in connection therewith, in each case of (i) and (ii) to
      the fullest extent and in the manner set forth in and permitted by the
      General Corporation Law of the Republic of Panama and any other applicable
      law, as from time to time in effect. Such right of indemnification and
      advancement of expenses shall not be deemed exclusive of any other rights
      to which you may be entitled apart from the foregoing provisions. The
      provisions of this Section 4, and Section 5 below, shall survive the
      termination of the letter and shall continue to be binding on Carnival
      Corporation until the later of (a) six years after the date that you cease
      to serve as a director of either Company and (b) the final termination of
      all proceedings pending or threatened on the sixth anniversary of your
      termination of service to which you are entitled to indemnification
      hereunder.

5.    Insurance

      To the extent possible, Carnival Corporation will maintain appropriate
      directors' and officers' liability insurance for your benefit in an amount
      which is not less than the current coverage as of the date of this letter
      for directors of each Company in respect of events occurring in respect of
      your service as a director of each Company or its subsidiaries, unless
      Carnival Corporation in good faith determines (and so notifies you
      reasonably in advance) that such insurance is not reasonably available or
      that the premiums therefore are disproportionate to the benefits. To the
      extent practicable, such insurance would name you separately as an insured
      (Side A Coverage).

6.    Code of Business Conduct and Ethics

      You agree to observe the provisions of the Company's code of business
      conduct and ethics.

7.    Miscellaneous

7.1   Nothing in this letter shall create the relationship of employee and
      employer between you and the Companies.

7.2   The agreement contained in this letter shall be governed by, and construed
      in accordance with, to the extent it relates to your service as a director
      of Carnival Corporation to Florida law and, to the extent it relates to
      your service as a director of Carnival plc, to English law. Any legal
      action in connection herewith may be brought in the Federal or State
      Courts located in Miami-Dade County, Florida or, if you are not a resident
      of the United States, the courts sitting in London England, and the
      parties submit to the jurisdiction of such courts.



7.3   This appointment letter may be executed in one or more counterparts, each
      of which will be deemed to be an original copy of this appointment letter,
      and all of which, when taken together, shall be deemed to constitute one
      and the same agreement.

8.    Entire Agreement

      This appointment letter represents the entire understanding, and
      constitutes the whole agreement, in relation to the Appointment and
      supersedes any previous agreement between yourself and the Companies with
      respect thereto except for any additional separate indemnity agreement
      entered into between you and the Companies.

Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.

CARNIVAL CORPORATION
CARNIVAL PLC

By: /s/ Howard S. Frank
    -----------------------
    Name:  Howard S. Frank
    Title: Vice-Chairman


AGREED AND ACCEPTED BY:

/s/ Uzi Zucker
- --------------
Uzi Zucker

ANNEX

                          Board        Audit Committee         Other Committees
                          Member
                                      Chair       Member      Chair       Member
Annual Retainer          $40,000     $10,000     $ 5,000     $ 5,000     $ 2,500
  Attendance Fee
Attendance Fee
Meeting in Person          5,000       2,500       2,500       2,000       2,000
By Phone                   2,000       1,000       1,000       1,000       1,000



                           CARNIVAL CORPORATION & PLC
                        Non-Executive Board of Directors
                       Travel Expense Reimbursement Policy

                                 As of June 2003

Air Travel

As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.

Hotel Accommodations

Deluxe hotel room accommodation should be used when traveling on Board related
business.

Other Expenses

Other expenses include the following:

o     Meals

o     Ground Transportation (taxi, rental car).

o     Telephone

To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.

Spousal Travel

In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.

Administrative Requirements:

o     Expense Reimbursement Forms and Your Expense Reimbursement Coordinator

      The Company will reimburse ordinary and necessary actual expenses incurred
      in the performance of assigned duties and approved according to these
      practices. To be reimbursed, the following form(s) are required to be
      completed:

      o     Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
            The Business Purpose of the Trip should be entered in the applicable
            section of the form entitled "Business Purpose of Trip..." along
            with the date the expense was incurred.

      o     Wire Transfer (Sign-up) Form - (see Wire Transfer section below)



      To assist you with the following expense related items, you have been
      provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
      Legal Assistant and Board of Director's Coordinator) who can be contacted
      by tel. at (305) 599-2600 ext. 18035 or by e-mail at mleon@carnival.com.

      o     Provide expense reimbursement forms

      o     Collect, review and track your reimbursement forms and coordinate
            reimbursement

      o     Provide any required travel assistance

o     Wire Transfers

      Wire transfers are the preferred method of reimbursement for all cash
      outlays and mileage reimbursements. In order to be reimbursed in this
      manner you must submit your preferred banking information to the ERC using
      the Wire Transfer (Sign Up) Form. The form will be provided to you via
      e-mail/fax by the ERC upon request. If you change bank accounts, you must
      inform your ERC and fill out a new form with the new information and
      marking it "CHANGE". If you do not fill out this form, your expenses will
      be disbursed in the form of a Company check, which will be mailed to you.

o     Receipts (supporting documents)

Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.

o     Review and Approval

      Expense reimbursement forms and the related supporting documentation
      should be submitted to the ERC within 60 days of the incurred date. Your
      account will be credited within 30 days from the date of submission.

EX-12

                                                                      Exhibit 12

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



                                              Years Ended November 30,
                                ----------------------------------------------------
                                 2004        2003        2002       2001       2000
                                 ----        ----        ----       ----       ----
                                                               
Net income                      $1,854      $1,194      $1,016     $  926     $  965
Income tax expense (benefit),
  net                               47          29         (57)       (12)         1
                                ------      ------      ------     ------      -----
Income before income taxes       1,901       1,223         959        914        966

Adjustment to earnings:
  Loss (income) from
    affiliated operations
    and dividends received           3           1           2         57        (21)
                                ------       -----      ------     ------     ------

Earnings as adjusted             1,904       1,224         961        971        945
                                ------       -----      ------     ------     ------

Fixed charges
  Interest expense, net            284         195         111        121         41
  Interest portion of
    rent expense (a)                17          16           5          4          4
  Capitalized interest              26          49          39         29         41
                                ------       -----       -----      -----       ----

Total fixed charges                327         260         155        154         86
                                ------       -----       -----      -----      -----

Fixed charges not affecting
  earnings:
    Capitalized interest           (26)        (49)        (39)       (29)       (41)
                                ------       -----      ------     ------      -----
Earnings before fixed
  charges                       $2,205      $1,435      $1,077     $1,096      $ 990
                                ======      ======      ======     ======      =====

Ratio of earnings to
  fixed charges                    6.7x        5.5x        6.9x       7.1x      11.5x
                                   ===         ===         ===        ===       ====


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


                                       45

EX-13

                                                                      Exhibit 13

                           CARNIVAL CORPORATION & PLC
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in millions, except per share data)

                                                  Years Ended November 30,
                                               ------------------------------
                                               2004         2003         2002
                                               ----         ----         ----

Revenues
  Cruise
    Passenger tickets                        $ 7,357      $ 5,039      $ 3,346
    Onboard and other                          2,070        1,420          898
  Other                                          300          259          139
                                             -------      -------      -------
                                               9,727        6,718        4,383
                                             -------      -------      -------

Costs and Expenses
  Operating
    Cruise
      Commissions, transportation and other    1,572        1,021          658
      Onboard and other                          359          229          116
      Payroll and related                      1,003          744          458
      Food                                       550          393          256
      Other ship operating                     1,763        1,237          734
    Other                                        210          190          108
                                             -------      -------      -------
    Total                                      5,457        3,814        2,330
  Selling and administrative                   1,285          936          609
  Depreciation and amortization                  812          585          382
  Impairment charge                                                         20
                                             -------      -------      -------
                                               7,554        5,335        3,341
                                             -------      -------      -------

Operating Income                               2,173        1,383        1,042
                                             -------      -------      -------

Nonoperating (Expense) Income
  Interest income                                 17           27           32
  Interest expense, net of
    capitalized interest                        (284)        (195)        (111)
  Other (expense) income, net                     (5)           8           (4)
                                             -------      -------      -------
                                                (272)        (160)         (83)
                                             -------      -------      -------

Income Before Income Taxes                     1,901        1,223          959

Income Tax (Expense) Benefit, Net                (47)         (29)          57
                                             -------      -------      -------

Net Income                                   $ 1,854      $ 1,194      $ 1,016
                                             =======      =======      =======

Earnings Per Share
  Basic                                      $  2.31      $  1.66      $  1.73
                                             =======      =======      =======
  Diluted                                    $  2.24      $  1.63      $  1.69
                                             =======      =======      =======

Dividends Per Share                          $ 0.525      $ 0.440      $ 0.420
                                             =======      =======      =======

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



                           CARNIVAL CORPORATION & PLC
                           CONSOLIDATED BALANCE SHEETS
                     (in millions, except par/stated values)

                                                              November 30,
                                                           ------------------
ASSETS                                                     2004          2003
- ------                                                     ----          ----
Current Assets
  Cash and cash equivalents                              $    643      $    610
  Short-term investments                                       17           461
  Accounts receivable, net                                    409           403
  Inventories                                                 240           171
  Prepaid expenses and other                                  266           212
  Fair value of derivative contracts                          153           275
                                                         --------      --------
    Total current assets                                    1,728         2,132
                                                         --------      --------

Property and Equipment, Net                                20,823        17,522

Goodwill                                                    3,321         3,031

Trademarks                                                  1,306         1,324

Other Assets                                                  458           482
                                                         --------      --------
                                                         $ 27,636      $ 24,491
                                                         ========      ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Short-term borrowings                                  $    381      $     94
  Current portion of long-term debt                           681           392
  Convertible debt subject to current put option              600            --
  Accounts payable                                            631           634
  Accrued liabilities and other                               721           568
  Customer deposits                                         1,873         1,358
  Fair value of hedged firm commitments                       147           264
                                                         --------      --------
    Total current liabilities                               5,034         3,310
                                                         --------      --------

Long-Term Debt                                              6,291         6,918

Other Long-Term Liabilities and Deferred Income               551           470

Commitments and Contingencies (Notes 7, 8 and 13)

Shareholders' Equity
  Common stock of Carnival Corporation; $.01 par
    value; 1,960 shares authorized; 634 shares at 2004
    and 630 shares at 2003 issued and outstanding               6             6
  Ordinary shares of Carnival plc; $1.66 stated value;
    226 shares authorized; 212 shares at 2004 and
    210 at 2003 issued                                        353           349
  Additional paid-in capital                                7,311         7,163
  Retained earnings                                         8,623         7,191
  Unearned stock compensation                                 (16)          (18)
  Accumulated other comprehensive income                      541           160
  Treasury stock; 42 shares of Carnival plc at cost        (1,058)       (1,058)
                                                         --------      --------
    Total shareholders' equity                             15,760        13,793
                                                         --------      --------
                                                         $ 27,636      $ 24,491
                                                         ========      ========

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



                           CARNIVAL CORPORATION & PLC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in millions)



                                                       Years Ended November 30,
                                                      --------------------------
                                                      2004       2003       2002
                                                      ----       ----       ----
                                                                  
OPERATING ACTIVITIES
Net income                                           $ 1,854    $ 1,194    $ 1,016
Adjustments to reconcile net income to
  net cash provided by operating activities
    Depreciation and amortization                        812        585        382
    Impairment charge                                                           20
    Accretion of original issue discount                  21         20         19
    Other                                                 16          8         14
Changes in operating assets and liabilities,
  excluding business acquired
    Decrease (increase) in
      Receivables                                         11        (91)        (5)
      Inventories                                        (73)       (17)         2
      Prepaid expenses and other                         (54)        82        (81)
    (Decrease) increase in
      Accounts payable                                   (28)        43        (12)
      Accrued and other liabilities                      178        (16)       (28)
      Customer deposits                                  479        125        142
                                                     -------    -------    -------
        Net cash provided by operating activities      3,216      1,933      1,469
                                                     -------    -------    -------

INVESTING ACTIVITIES
Additions to property and equipment                   (3,586)    (2,516)    (1,986)
Sales of short-term investments                        1,216      3,745      4,598
Purchases of short-term investments                     (772)    (3,803)    (4,637)
Cash acquired from (expended for) the acquisition
  of P&O Princess, net                                              140        (30)
Proceeds from retirement of property and equipment        77         51          4
Other, net                                               (24)       (50)       (10)
                                                     -------    -------    -------
        Net cash used in investing activities         (3,089)    (2,433)    (2,061)
                                                     -------    -------    -------

FINANCING ACTIVITIES
Proceeds from issuance of long-term debt                 843      2,123        232
Principal repayments of long-term debt                  (932)    (1,137)      (190)
Dividends paid                                          (400)      (292)      (246)
Proceeds from short-term borrowings, net                 272         94
Proceeds from exercise of stock options                  142         53          7
Other                                                     (4)       (15)        (1)
                                                     -------    -------    -------
        Net cash (used in) provided by
          financing activities                           (79)       826       (198)
                                                     -------    -------    -------
Effect of exchange rate changes on cash and
  cash equivalents                                       (15)       (23)        (5)
                                                     -------    -------    -------
        Net increase (decrease) in cash and
          cash equivalents                                33        303       (795)
Cash and cash equivalents at beginning of year           610        307      1,102
                                                     -------    -------    -------
Cash and cash equivalents at end of year             $   643    $   610    $   307
                                                     =======    =======    =======


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



                           CARNIVAL CORPORATION & PLC
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                  (in millions)



                                                                                      Unearned   Accumulated                Total
                                     Compre-                    Additional              stock      other                   share-
                                     hensive  Common  Ordinary    paid-in   Retained   compen-  comprehensive   Treasury   holders'
                                     income   stock    shares     capital   earnings   sation   income (loss)     stock     equity
                                     ------   -----    ------     -------   --------   ------   -------------     -----     ------
                                                                                                 
Balances at November 30, 2001                  $ 6                $1,805     $5,556     $(12)      $  (37)      $  (727)    $ 6,591
  Comprehensive income
    Net income                       $1,016                                   1,016                                           1,016
    Foreign currency
      translation adjustment             51                                                            51                        51
    Minimum pension liability
      adjustment                         (9)                                                           (9)                       (9)
    Unrealized gains on
      marketable securities, net          3                                                             3                         3
                                     ------
       Total comprehensive income    $1,061
                                     ======

  Cash dividends declared                                                      (246)                                           (246)
  Issuance of stock under stock
    plans                                                             11                  (4)                                     7
  Retirement of treasury stock                                      (727)                                           727
  Amortization of unearned stock
    compensation                                                                           5                                      5
                                               ---      ----      ------     ------    -----       ------         -----      ------
Balances at November 30, 2002                    6                 1,089      6,326      (11)           8                     7,418
  Comprehensive income
    Net income                       $1,194                                   1,194                                           1,194
    Foreign currency
      translation adjustment            162                                                           162                       162
    Unrealized losses on
      marketable securities, net         (1)                                                           (1)                       (1)
    Changes related to cash flow
      derivative hedges, net             (9)                                                           (9)                       (9)
                                     ------
        Total comprehensive income   $1,346
                                     ======

  Cash dividends declared                                                      (329)                                           (329)
  Acquisition of Carnival plc                           $346       6,010                                         (1,058)      5,298
  Issuance of stock under stock
    plans                                                  3          64                 (14)                                    53
  Amortization of unearned stock
    compensation                                                                           7                                      7
                                               ---      ----      ------     ------    -----       ------       -------     -------
Balances at November 30, 2003                    6       349       7,163      7,191      (18)         160        (1,058)     13,793
  Comprehensive income
    Net income                       $1,854                                   1,854                                           1,854
    Foreign currency
      translation adjustment            398                                                           398                       398
    Unrealized loss on
      marketable securities              (1)                                                           (1)                       (1)
    Minimum pension liability
      adjustments                        (3)                                                           (3)                       (3)
    Changes related to cash flow
      derivative hedges, net            (13)                                                          (13)                      (13)
                                     ------
        Total comprehensive income   $2,235
                                     ======

  Cash dividends declared                                                      (422)                                           (422)
  Issuance of stock under stock
    plans                                                  4         148                  (7)                                   145
  Amortization of unearned stock
    compensation                                                                           9                                      9
                                               ---      ----      ------     ------    -----       ------       -------     -------
Balances at November 30, 2004                  $ 6      $353      $7,311     $8,623    $ (16)      $  541       $(1,058)    $15,760
                                               ===      ====      ======     ======    =====       ======       =======     =======


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



                           CARNIVAL CORPORATION & PLC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - General

      Description of Business

      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 these consolidated financial statements and
elsewhere in this 2004 Annual Report as "Carnival Corporation & plc," "our,"
"us," and "we." Our consolidated financial statements only include the results
of operations of the former P&O Princess Cruises plc since April 17, 2003.

      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 (the "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. The two companies have retained their separate legal identities,
however, they operate as if they were a single economic enterprise. Each
company's shares continue to be publicly traded on the New York Stock Exchange
("NYSE") for Carnival Corporation and the London Stock Exchange for Carnival
plc. In addition, Carnival plc American Depository Shares ("ADSs") are traded on
the NYSE. See Note 3.

      We are the largest cruise company and one of the largest vacation
companies in the world. As of February 7, 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                        20             44,866       North America
Princess Cruises
  ("Princess")                 14             28,332       North America
Costa Cruises ("Costa")        11             18,272       Europe
Holland America Line           12             16,930       North America
P&O Cruises                     4              7,724       United Kingdom
AIDA Cruises ("AIDA")           4              5,378       Germany
Cunard Line ("Cunard")          2              4,410       North America and United Kingdom
P&O Cruises Australia           2              2,686       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                3                604       North America
                               --            -------
                               77            132,082
                               ==            =======


(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.

      Preparation of Financial Statements

      The preparation of our consolidated financial statements in accordance
with accounting principles generally accepted in the United States of America
requires us to make estimates and assumptions that affect the amounts reported
and disclosed in our financial statements. Actual results could differ from
these estimates. Intercompany balances and transactions are eliminated in
consolidation.



NOTE 2 - Summary of Significant Accounting Policies

      Basis of Presentation

      We consolidate entities over which we have control (see Note 3), as
typically evidenced by a direct ownership interest of greater than 50%. For
affiliates where significant influence over financial and operating policies
exists, as typically evidenced by a direct ownership interest from 20% to 50%,
the investment is accounted for using the equity method.

      Cash and Cash Equivalents and Short-Term Investments

      Cash and cash equivalents include investments with original maturities of
three months or less, which are stated at cost. At November 30, 2004 and 2003,
cash and cash equivalents included $495 million and $477 million of investments,
respectively, primarily comprised of investment grade asset-backed debt
obligations, commercial paper and money market funds.

      Substantially all our short-term investments are comprised of investment
grade variable rate debt obligations, which are asset-backed and categorized as
available-for-sale. Accordingly, our investments in these securities are
recorded at cost, which approximates fair value due to their variable interest
rates, which typically reset every 28 days. Despite the long-term nature of
their stated contractual maturities, we have the ability to quickly liquidate
these securities. As a result of the resetting variable rates, we had no
cumulative gross unrealized or realized holding gains or losses from these
investments. All income generated from these investments was recorded as
interest income.

      Inventories

      Inventories consist primarily of provisions, gift shop and art merchandise
held for resale, fuel and supplies carried at the lower of cost or market. Cost
is determined using the weighted-average or first-in, first-out methods.

      Property and Equipment

      Property and equipment are stated at cost. Depreciation and amortization
were computed using the straight-line method over our estimates of average
useful lives and residual values, as a percentage of original cost, as follows:



                                                            Residual
                                                             Values           Years
                                                             ------           -----
                                                                  
      Ships                                                    15%              30
      Ship improvements                                     0% or 15%      2 to remaining
                                                                            life of ship
      Buildings and improvements                             0-10%            5-40
      Transportation equipment and other                     0-25%            2-20
      Leasehold improvements, including port facilities                 Shorter of lease term
                                                                        or related asset life


      We review our long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of these assets may not be
fully recoverable. The assessment of possible impairment is based on our ability
to recover the carrying value of our asset based on our estimate of its
undiscounted future cash flows. If these estimated undiscounted future cash
flows are less than the carrying value of the asset, an impairment charge is
recognized for the excess, if any, of the asset's carrying value over its
estimated fair value (see Note 4).

      Dry-dock costs primarily represent planned major maintenance activities
that are incurred when a ship is taken out of service for scheduled maintenance.
These costs are included in prepaid expenses and are amortized to other ship
operating expenses using the straight-line method generally over one year.

      Ship improvement costs that we believe add value to our ships are
capitalized to the ships, and depreciated over the improvements' estimated
useful lives, while costs of repairs and maintenance are charged to expense as
incurred. Upon replacement or refurbishment of previously capitalized ship
components, these assets' estimated cost and accumulated depreciation are
written off.

      We capitalize interest on ships and other capital projects during their
construction period.

      Goodwill

      We review our goodwill for impairment annually, or, when events or
circumstances dictate, more frequently. All of our goodwill has been allocated
to our cruise reporting



units. In April 2003, we recorded $2.25 billion of goodwill as a result of our
acquisition of Carnival plc (see Note 3). There were no other significant
changes to our goodwill carrying amounts since November 30, 2002, other than the
changes resulting from using different foreign currency translation rates at
each balance sheet date, except as noted below.

      During 2004, we increased the fair values of the P&O Princess publicly
traded debt, and correspondingly, goodwill, by $61 million to take into account
the extension of Carnival Corporation's guarantee to cover this debt as of the
acquisition date. In addition, we reduced the fair value of P&O Princess'
trademarks and, correspondingly increased goodwill by $54 million to properly
value our acquired trademarks as of the acquisition date. The impact of these
changes on our current and prior period financial statements was immaterial.

      Our goodwill impairment reviews consist of a two-step process of first
determining the fair value of the reporting unit and comparing it to the
carrying value of the net assets allocated to the reporting unit. Fair values of
our reporting units were determined based on our estimates of comparable market
price or discounted future cash flows. If this fair value exceeds the carrying
value, which was the case for our reporting units, no further analysis or
goodwill write-down is required. If the fair value of the reporting unit is less
than the carrying value of the net assets, the implied fair value of the
reporting unit is allocated to all the underlying assets and liabilities,
including both recognized and unrecognized tangible and intangible assets, based
on their fair value. If necessary, goodwill is then written-down to its implied
fair value.

      Trademarks

      The cost of developing and maintaining our trademarks have been expensed
as incurred. However, pursuant to Statement of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations," commencing for acquisitions made
after June 2001, we have allocated a portion of the purchase price to the
acquiree's identified trademarks. The trademarks that Carnival Corporation
recorded as part of the DLC transaction, which are estimated to have an
indefinite useful life and, therefore, are not amortizable, are reviewed for
impairment annually, or more frequently when events or circumstances indicate
that the trademark may be impaired. Our trademarks would be considered impaired
if their carrying value exceeds their fair value. See Note 3.

      Derivative Instruments and Hedging Activities

      We utilize derivative and nonderivative financial instruments, such as
foreign currency swaps and foreign currency obligations to limit our exposure to
fluctuations in foreign currency exchange rates and interest rate swaps to
manage our interest rate exposure and to achieve a desired proportion of
variable and fixed rate debt (see Notes 6 and 11).

      All derivatives are recorded at fair value, and the changes in fair value
must be immediately included in earnings if the derivatives do not qualify as
effective hedges. If a derivative is a fair value hedge, then changes in the
fair value of the derivative are offset against the changes in the fair value of
the underlying hedged firm commitment. If a derivative is a cash flow hedge,
then changes in the fair value of the derivative are recognized as a component
of accumulated other comprehensive income ("AOCI") until the underlying hedged
item is recognized in earnings. If a derivative or a nonderivative financial
instrument is designated as a hedge of a net investment in a foreign operation,
then changes in the fair value of the financial instrument are recognized as a
component of AOCI to offset the change in the translated value of the net
investment being hedged, until the investment is liquidated. We formally
document all relationships between hedging instruments and hedged items, as well
as our risk management objectives and strategies for undertaking our hedge
transactions.

      We classify the fair value of our derivative contracts and the fair value
of our offsetting hedged firm commitments as either current or long-term assets
and liabilities depending on whether the maturity date of the derivative
contract is within or beyond one year from our balance sheet dates. The cash
flows from derivatives treated as hedges are classified in our statements of
cash flows in the same category as the item being hedged.

      During fiscal 2004, 2003 and 2002, all net changes in the fair value of
both our fair



value hedges and the offsetting hedged firm commitments and our cash flow hedges
were immaterial, as were any ineffective portions of these hedges. No fair value
hedges or cash flow hedges were derecognized or discontinued in fiscal 2004,
2003 or 2002, and the amount of estimated cash flow hedges unrealized net losses
which are expected to be reclassified to earnings in the next twelve months is
approximately $24 million.

      Finally, if any shipyard with which we have contracts to build our ships
is unable to perform, we would be required to perform under our foreign currency
swaps related to these shipbuilding contracts. Accordingly, based upon the
circumstances, we may have to discontinue the accounting for those currency
swaps as hedges, if the shipyard cannot perform. However, we believe that the
risk of shipyard nonperformance is remote.

      Revenue and Expense Recognition

      Guest cruise deposits represent unearned revenues and are initially
recorded as customer deposit liabilities when received. Customer deposits are
subsequently recognized as cruise revenues, together with revenues from onboard
and other activities and all associated direct costs of a voyage, generally upon
completion of voyages with durations of ten nights or less and on a pro rata
basis for voyages in excess of ten nights. Future travel discount vouchers
issued to guests are typically recorded as a reduction of revenues when such
vouchers are utilized. Revenues and expenses from our tour and travel services
are recognized at the time the services are performed or expenses are incurred.

      Insurance/Self-Insurance

      We use a combination of insurance and self-insurance for a number of risks
including claims related to crew and passengers, hull and machinery, workers'
compensation and general liability. Liabilities associated with these risks,
including estimates for crew and passenger claims, are estimated based on, among
other things, historical claims experience, severity factors and other actuarial
assumptions. Our expected loss accruals are based on estimates, and while we
believe the amounts accrued are adequate, the ultimate loss may differ from the
amounts provided.

      Advertising Costs

      Substantially all our advertising costs are charged to expense as incurred
except costs which result in tangible assets, such as brochures, which are
recorded as prepaid expenses and charged to expense as consumed. Media
production costs are also recorded as prepaid expenses and charged to expense
upon the first airing of the advertisement. Advertising expenses totaled $425
million, $334 million and $208 million in fiscal 2004, 2003 and 2002,
respectively. At November 30, 2004 and 2003, the amount of advertising costs
included in prepaid expenses was not material.

      Foreign Currency Translations and Transactions

      For our foreign subsidiaries and affiliates using the local currency as
their functional currency, assets and liabilities are translated at exchange
rates in effect at the balance sheet dates. Revenues and expenses of these
foreign subsidiaries and affiliates are translated at weighted-average exchange
rates for the period. Equity is translated at historical rates and the resulting
cumulative foreign currency translation adjustments resulting from this process
are included as a component of AOCI. Therefore, the U.S. dollar value of these
items in our financial statements fluctuates from period to period, depending on
the value of the dollar against these functional currencies.

      Exchange gains and losses arising from the remeasurement of transactions
and monetary assets and liabilities denominated in a currency other than the
functional currency of the entity involved are immediately included in our
earnings, unless such liabilities have been designated to act as a hedge of a
net investment in a foreign operation.

      Earnings Per Share

      Basic earnings per share is computed by dividing net income by the
weighted-average number of shares of common stock and ordinary shares
outstanding during each period. Diluted earnings per share is computed by
dividing adjusted net income by the weighted-average number



of shares of common stock and ordinary shares, common stock equivalents and
other potentially dilutive securities outstanding during each period.

      During the fourth quarter of 2004, we elected to early adopt Emerging
Issues Task Force ("EITF") No. 04-08, "Accounting Issues Related to Certain
Features of Contingently Convertible Debt and the Effect on Diluted Earnings Per
Share." This statement requires all shares that are issuable under our
outstanding convertible notes that have contingent share conversion features to
be considered outstanding for our diluted earnings per share computations, if
dilutive, using the "if converted" method of accounting from the date of
issuance. In prior periods, these shares were only included in our diluted
earnings per share computations if Carnival Corporation's common stock price had
reached certain conversion trigger prices. As required by EITF No. 04-08, we
have retroactively restated our 2003 and 2002 diluted earnings per share
amounts. Our previously reported diluted earnings per share for 2003 and 2002
were $1.66 and $1.73, respectively.

      Stock-Based Compensation

      Pursuant to SFAS No. 123, "Accounting for Stock-Based Compensation," as
amended, we elected to use the intrinsic value method of accounting for our
employee and director stock-based compensation awards instead of the fair value
method. Accordingly, we have not recognized compensation expense for our
noncompensatory employee and director stock option awards. Our adjusted net
income and adjusted earnings per share, had we elected to adopt the fair value
approach of SFAS No. 123, which charges earnings for the estimated fair value of
stock options, would have been as follows (in millions, except per share
amounts):

                                                  Years ended November 30,
                                               2004         2003         2002
                                               ----         ----         ----

Net income, as reported                       $1,854       $1,194       1,016
Stock-based compensation
  expense included in
  net income, as reported                         11            7           5
Total stock-based compensation
  expense determined under
  the fair value-based
  method for all awards                          (66)(a)      (36)        (30)
                                              ------       ------      ------
Adjusted net income for basic
  earnings per share                           1,799        1,165         991
Interest on dilutive convertible notes            49           43          35
                                              ------       ------      ------
Adjusted net income for diluted
  earnings per share                          $1,848       $1,208      $1,026
                                              ======       ======      ======

Earnings per share
  Basic
    As reported                               $ 2.31       $ 1.66      $ 1.73
                                              ======       ======      ======
    Adjusted                                  $ 2.24       $ 1.62      $ 1.69
                                              ======       ======      ======

  Diluted(b)
    As reported                               $ 2.24       $ 1.63      $ 1.69
                                              ======       ======      ======
    Adjusted                                  $ 2.18       $ 1.60      $ 1.66
                                              ======       ======      ======

(a)   During fiscal 2004, we completed a corporate reorganization. As a result
      of that reorganization, 1.6 million unvested options held by employees
      vested immediately and their termination dates were accelerated to 2004.
      This vesting occurred either in accordance with the terms of the option
      plan or to avoid having these employees and Carnival Corporation incur
      unduly burdensome taxes upon the exercise of such options at a later date.
      As a result of this accelerated vesting, we included an additional $19
      million of stock-based compensation expense determined under the fair
      value based method in the adjusted 2004 net income.

(b)   The 2003 and 2002 diluted earnings per share amounts have been restated as
      a result of early adoption of EITF No. 04-08 and we have reduced
      previously reported diluted earnings per share amounts by $0.03 and $0.04,
      respectively.

      As recommended by SFAS No. 123, the fair value of options were estimated
using the



Black-Scholes option-pricing model. The Black-Scholes weighted-average
assumptions were as follows:

                                                  Years ended November 30,
                                               ------------------------------
                                               2004         2003         2002
                                               ----         ----         ----

Fair value of options at the
  dates of grant                              $15.87       $13.33      $12.16
                                              ======       ======      ======
Risk free interest rates                         3.4%         3.5%        4.3%
                                              ======       ======      ======
Dividend yields                                 1.36%        1.30%       1.23%
                                              ======       ======      ======
Expected volatility                             35.0%        48.7%       48.0%
                                              ======       ======      ======
Expected option life (in years)                 5.75            6           6
                                              ======       ======      ======

      The Black-Scholes option-pricing model was developed for use in estimating
the fair value of traded options that have no vesting or trading restrictions
and are fully transferable. In addition, option-pricing models require the input
of subjective assumptions, including expected stock price volatility. Because
our options have characteristics different from those of traded options, the
existing models do not necessarily provide a reliable single measure of the fair
value of our options.

      In December 2004, the Financial Accounting Standards Board issued SFAS No.
123 (revised 2004), "Share-Based Payment Statement 123(R)," which will require
us to recognize compensation costs in our financial statements in an amount
equal to the fair value of share-based payments granted to employees and
directors. This statement is effective for us in the fourth quarter of fiscal
2005. We have not yet determined which of the alternative transition methods we
will use upon adoption of this new statement. However, based on preliminary
estimates, if we were to elect to adopt this statement with retroactive effect
to December 1, 2004, our additional 2005 share-based compensation expense would
be approximately $60 million.

      Concentrations of Credit Risk

      As part of our ongoing control procedures, we monitor concentrations of
credit risk associated with financial and other institutions with which we
conduct significant business. Credit risk, including counterparty nonperformance
under derivative instruments, contingent obligations and new ship progress
payment guarantees, is considered minimal, as we primarily conduct business with
large, well-established financial institutions who have long-term credit ratings
of A or above and we seek to diversify our counterparties. In addition, we have
established guidelines regarding credit ratings and investment maturities that
we follow to maintain safety and liquidity. We do not anticipate nonperformance
by any of our significant counterparties.

      We also monitor the creditworthiness of our customers to which we grant
credit terms in the normal course of our business. Concentrations of credit risk
associated with these receivables are considered minimal primarily due to their
short maturities and large number of accounts within our customer base. We have
experienced only minimal credit losses on our trade receivables. We do not
normally require collateral or other security to support normal credit sales.
However, we do normally require collateral and/or guarantees to support notes
receivable on significant asset sales and new ship progress payments to
shipyards.

      Reclassifications

      Reclassifications have been made to prior year amounts to conform to the
current year presentation, including reclassifying $460 million of variable rate
debt obligations from their previously reported classification as cash
equivalents to short-term investments at November 30, 2003. We have also made
corresponding adjustments to our Consolidated Statements of Cash Flows for
fiscal 2003 and 2002, to reflect the gross purchases and sales of these variable
rate securities as investing activities rather than as a component of cash and
cash equivalents. We reclassified our previously reported cash and cash
equivalents at November 30, 2002 and 2001 by $360 million and $319 million,
respectively. These changes in classification do not affect previously reported
cash flows from operations or financing activities in our Consolidated
Statements of Cash Flows.

NOTE 3 - DLC Transaction

      The contracts governing the DLC structure provide that Carnival
Corporation and Carnival plc each continue to have separate boards of directors,
but the boards and senior executive management of both companies are identical.
The amendments to the constituent documents of each of the companies also
provide that, on most matters, the holders of the common equity of both
companies effectively vote as a single body. On specified matters where the
interests of Carnival Corporation's shareholders may differ from the interests
of Carnival plc's shareholders (a "class rights action"), each shareholder body
will vote separately as a



class, such as transactions primarily designed to amend or unwind the DLC
structure. Generally, no class rights action will be implemented unless approved
by both shareholder bodies.

      Upon the closing of the DLC transaction, Carnival Corporation and Carnival
plc also executed the Equalization and Governance Agreement, which provides for
the equalization of dividends and liquidation distributions based on an
equalization ratio and contains provisions relating to the governance of the DLC
structure. Because the current equalization ratio is 1 to 1, one Carnival plc
ordinary share is entitled to the same distributions, subject to the terms of
the Equalization and Governance Agreement, as one share of Carnival Corporation
common stock. In a liquidation of either company or both companies, if the
hypothetical potential per share liquidation distributions to each company's
shareholders are not equivalent, taking into account the relative value of the
two companies' assets and the indebtedness of each company, to the extent that
one company has greater net assets so that any liquidation distribution to its
shareholders would not be equivalent on a per share basis, the company with the
ability to make a higher net distribution is required to make a payment to the
other company to equalize the possible net distribution to shareholders, subject
to certain exceptions.

      At the closing of the DLC transaction, Carnival Corporation and Carnival
plc also executed deeds of guarantee. Under the terms of Carnival Corporation's
deed of guarantee, Carnival Corporation has agreed to guarantee all indebtedness
and certain other monetary obligations of Carnival plc that are incurred under
agreements entered into on or after the closing date of the DLC transaction. The
terms of Carnival plc's deed of guarantee are identical to those of Carnival
Corporation's. In addition, Carnival Corporation and Carnival plc have each
extended their respective deeds of guarantee to the other's pre-DLC indebtedness
and other monetary obligations, thus effectively cross guaranteeing all Carnival
Corporation and Carnival plc indebtedness and other monetary obligations. Each
deed of guarantee provides that the creditors to whom the obligations are owed
are intended third party beneficiaries of such deed of guarantee.

      The deeds of guarantee are governed and construed in accordance with the
laws of the Isle of Man. Subject to the terms of the guarantees, the holders of
indebtedness and other obligations that are subject to the guarantees will have
recourse to both Carnival plc and Carnival Corporation though a Carnival plc
creditor must first make written demand on Carnival plc and a Carnival
Corporation creditor on Carnival Corporation. Once the written demand is made by
letter or other form of notice, the holders of indebtedness or other obligations
may immediately commence an action against the relevant guarantor. There is no
requirement under the deeds of guarantee to obtain a judgment, take other
enforcement actions or wait any period of time prior to taking steps against the
relevant guarantor. All actions or proceedings arising out of or in connection
with the deeds of guarantee must be exclusively brought in courts in England.

      Under the terms of the DLC transaction documents, Carnival Corporation and
Carnival plc are permitted to transfer assets between the companies, make loans
or investments in each other and otherwise enter into intercompany transactions.
The companies have entered into some of these types of transactions and expect
to enter into additional transactions in the future to take advantage of the
flexibility provided by the DLC structure and to operate both companies as a
single unified economic enterprise in the most effective manner. In addition,
under the terms of the Equalization and Governance Agreement and the deeds of
guarantee, the cash flow and assets of one company are required to be used to
pay the obligations of the other company, if necessary.

      Given the DLC structure as described above, we believe that providing
separate financial statements for each of Carnival Corporation and Carnival plc
would not present a true and fair view of the economic realities of their
operations. Accordingly, separate financial statements for both Carnival
Corporation and Carnival plc have not been presented.

      Simultaneously with the completion of the DLC transaction, a partial share
offer ("PSO") for 20% of Carnival plc's shares was made and accepted, which
enabled 20% of Carnival plc shares to be exchanged for 41.7 million Carnival
Corporation shares. The 41.7 million shares of Carnival plc held by Carnival
Corporation as a result of the PSO, which cost $1.05 billion, are being
accounted for as treasury stock in the accompanying balance sheets. The holders
of Carnival Corporation shares, including the new shareholders who exchanged
their



Carnival plc shares for Carnival Corporation shares under the PSO, now own an
economic interest equal to approximately 79%, and holders of Carnival plc shares
now own an economic interest equal to approximately 21%, of Carnival Corporation
& plc.

      The management of Carnival Corporation and Carnival plc ultimately agreed
to enter into the DLC transaction because, among other things, the creation of
Carnival Corporation & plc would result in a company with complementary
well-known brands operating globally with enhanced growth opportunities,
benefits of sharing best practices and generating cost savings, increased
financial flexibility and access to capital markets and a DLC structure, which
allows for continued participation in an investment in the global cruise
industry by Carnival plc's shareholders who wish to continue to hold shares in a
UK-listed company.

      Carnival plc was the third largest cruise company in the world and
operated many well-known global brands with leading positions in the U.S., UK,
Germany and Australia. The combination of Carnival Corporation with Carnival plc
under the DLC structure has been accounted for under U.S. generally accepted
accounting principles ("GAAP") as an acquisition of Carnival plc by Carnival
Corporation pursuant to SFAS No. 141. The purchase price of $25.31 per share was
based upon the average of the quoted closing market price of Carnival
Corporation's shares beginning two days before and ending two days after January
8, 2003, the date the Carnival plc board agreed to enter into the DLC
transaction. The number of additional shares effectively issued in the combined
entity for purchase accounting purposes was 209.6 million. In addition, Carnival
Corporation incurred $60 million of direct acquisition costs, which have been
included in the purchase price. The aggregate purchase price of $5.36 billion,
computed as described above, was allocated to the assets and liabilities of
Carnival plc as follows (in millions):

Ships                                                           $4,669
Ships under construction                                           233
Other tangible assets                                              866
Goodwill                                                         2,387
Trademarks(a)                                                    1,237
Debt                                                            (2,939)
Other liabilities                                               (1,095)
                                                                ------
                                                                $5,358
                                                                ======

(a)   Trademarks are non-amortizable and represent the Princess, P&O Cruises,
      P&O Cruises Australia and AIDA trademarks' estimated fair values.

      The information presented below gives pro forma effect to the DLC
transaction between Carnival Corporation and Carnival plc. Management has
prepared the pro forma information based upon the companies' reported financial
information and, accordingly, the pro forma information should be read in
conjunction with the companies' financial statements.

      As noted above, the DLC transaction has been accounted for as an
acquisition of Carnival plc by Carnival Corporation, using the purchase method
of accounting. Carnival plc's accounting policies have been conformed to
Carnival Corporation's policies. Carnival plc's reporting period has been
changed to Carnival Corporation's reporting period, and the pro forma
information presented below covers the same periods of time for both companies.

      The following pro forma information has been prepared assuming the DLC
transaction had occurred on December 1, 2002 and 2001, respectively, rather than
April 17, 2003, and has not been adjusted to reflect any net transaction
benefits. In addition, the pro forma information does not purport to represent
what the results of operations actually could have been if the DLC transaction
had occurred on December 1, 2002 and 2001 or what those results will be for any
future periods (in millions, except earnings per share).

                                              Years ended November 30,
                                              -----------------------
                                              2003               2002
                                              ----               ----

Pro forma revenues                           $7,596            $6,768
                                             ======            ======
Pro forma net income (a)-(d)                 $1,159            $1,271
                                             ======            ======




Pro forma earnings per share
  Basic                                       $1.46             $1.60
                                              =====             =====
  Diluted(e)                                  $1.43             $1.57
                                              =====             =====

Pro forma weighted-average
  shares outstanding
    Basic                                       797               795
                                              =====             =====
    Diluted(e)                                  840               833
                                              =====             =====

(a)   In accordance with SFAS No. 141, pro forma net income was reduced by $51
      million in 2003 and $103 million in 2002 for Carnival plc's nonrecurring
      costs related to its terminated Royal Caribbean International Ltd.
      transaction and the completion of the DLC transaction with Carnival
      Corporation, which were expensed by Carnival plc prior to April 17, 2003.

(b)   As a result of the reduction in depreciation expense due to the
      revaluation of Carnival plc's ships carrying values, pro forma net income
      has been increased by $16 million in 2003 and $14 million in 2002.

(c)   The 2003 pro forma net income included a $13 million nonrecurring expense
      related to a DLC litigation matter and $19 million of income related to
      the receipt of nonrecurring net insurance proceeds.

(d)   The 2002 pro forma net income included a $51 million nonrecurring income
      tax benefit related to an Italian incentive tax law, which allowed Costa
      to receive an income tax benefit for contractual expenditures during 2002
      incurred on the construction of a new ship.

(e)   The 2003 and 2002 diluted earnings per share and outstanding diluted
      shares have been restated, and we have reduced previously reported diluted
      earnings per share amounts by $0.02 each year as a result of the early
      adoption of EITF No. 04-08.

NOTE 4 - Property and Equipment

      Property and equipment consisted of the following (in millions):

                                                        November 30,
                                                   --------------------
                                                   2004            2003
                                                   ----            ----

Ships                                             $22,572         $18,134
Ships under construction                              429             886
                                                  -------         -------
                                                   23,001          19,020
Land, buildings and improvements,
  and port facilities                                 555             504
Transportation equipment and other                    628             549
                                                  -------         -------
Total property and equipment                       24,184          20,073
Less accumulated depreciation and amortization     (3,361)         (2,551)
                                                  -------         -------
                                                  $20,823         $17,522
                                                  =======         =======

      Capitalized interest, primarily on our ships under construction, amounted
to $26 million, $49 million and $39 million in fiscal 2004, 2003 and 2002,
respectively. Amounts related to ships under construction include progress
payments for the construction of the ship, as well as design and engineering
fees, capitalized interest, construction oversight costs and various owner
supplied items. At November 30, 2004, nine ships with an aggregate net book
value of $2.92 billion were pledged as collateral pursuant to mortgages related
to $1.68 billion of debt and a $476 million contingent obligation (see Notes 6
and 7).

      Maintenance and repair expenses and dry-dock amortization were $353
million, $256 million and $178 million in fiscal 2004, 2003 and 2002,
respectively.

      In fiscal 2002 we reduced the carrying value of one of our ships by
recording an impairment charge of $20 million based on negotiations with
unrelated third parties and other available evidence.

NOTE 5 - Variable Interest Entity

      In accordance with Financial Accounting Standards Board Interpretation
("FIN") No. 46, "Consolidation of Variable Interest Entities," we have
determined that we are carrying a loan, initially made in April 2001, to a ship
repair facility that is a variable interest



entity ("VIE"). Although we use this facility for some of our ship repair work,
we are not a "primary beneficiary" and, accordingly, this entity is not
consolidated in our financial statements. At November 30, 2004 and 2003, our
loan to this VIE, which is also our maximum exposure to loss, was $41 million.

NOTE 6 - Debt

      Short-Term Borrowings

      Short-term borrowings consisted of U.S. dollar and euro variable rate,
unsecured notes due to banks, bearing a weighted-average interest rate of 2.4%
and 1.3% at November 30, 2004 and 2003, respectively.

      Long-Term Debt

      Long-term debt consisted of the following (in millions):



                                                                   November 30,
                                                              --------------------
                                                              2004(a)         2003(a)
                                                              ----            ----
                                                                        
Secured
Floating rate notes, collateralized by four ships,
  bearing interest from libor plus 1.13% to libor
  plus 1.29% (3.0% to 3.6% at November 30, 2004) and
  libor plus 1.25% to libor plus 1.29% (2.24% and 2.33%
  at November 30, 2003), due through 2015 (b)                $  904           $  631
Euro floating rate note, collateralized by one ship,
  bearing interest at euribor plus 0.5% (2.75%
  at November 30, 2004 and 2003), due through 2008              101              115
Fixed rate notes, collateralized by two ships, bearing
  interest at 5.4% and 5.5%, due through 2016 (b)               381
Euro fixed rate note, collateralized by one ship,
  bearing interest at 4.74%, due through 2012                   183              182
Capitalized lease obligations, collateralized by
  two ships, implicit interest at 3.66%, due
  through 2005                                                  110              115
Other                                                             3                3
                                                              -----            -----
  Total Secured                                               1,682            1,046
                                                              -----            -----

Unsecured
Fixed rate notes, bearing interest at 3.75% to 7.2%
  and 3.75% to 7.7% at November 30, 2004 and 2003,
  respectively, due through 2028                              2,039            2,123
Euro floating rate notes, bearing interest at
  euribor plus 0.25% to euribor plus 1.29%
  (2.4% to 3.5% and 2.4% to 3.9% at November 30,
  2004 and 2003, respectively), due through 2008              1,265            1,129
Euro revolving credit facilities, bearing interest
  at euribor plus 0.50% and eurolibor plus 0.98%
  (2.6% and 3.2% at November 30, 2003)(c)                                        300
Sterling fixed rate notes, bearing interest at 5.63%,
  due in 2012                                                   415              355
Euro fixed rate notes, bearing interest at 5.57%,
  due in 2006                                                   399              353
Floating rate note, bearing interest at libor plus
  1.33% (2.45% at November 30, 2003)(d)                                          244
Other                                                            36               44
Convertible notes, bearing interest at 2%, due in
  2021, with first put option in 2005                           600              600
Zero-coupon convertible notes, net of discount,
  with a face value of $1.05 billion, due in 2021,
  with first put option in 2006                                 561              541
Convertible notes, bearing interest at 1.75%, net of
  discount, with a face value of $889 million, due in
  2033, with first put option in 2008                           575              575
                                                             ------           ------



  Total Unsecured                                             5,890            6,264
                                                             ------           ------
                                                              7,572            7,310
Less portion due within one year                             (1,281)            (392)
                                                             ------           ------
                                                             $6,291           $6,918
                                                             ======           ======


(a)   All borrowings are in U.S. dollars unless otherwise noted. Euro and
      sterling denominated notes have been translated to U.S. dollars at the
      period-end exchange rates. At November 30, 2004 and 2003, 59%, 31% and 10%
      of our debt was U.S. dollar, euro and sterling denominated, respectively,
      including the effect of foreign currency swaps. In addition, at November
      30, 2004, 68% of the interest cost on our long-term debt was fixed (60% at
      November 30, 2003) and 32% was variable (40% at November 30, 2003),
      including the effect of our interest rate swaps. The deeds of guarantee
      between Carnival Corporation and Carnival plc, or alternatively standalone
      guarantees in lieu of utilization of these deeds of guarantee, effectively
      provide for the cross guaranteeing of all Carnival Corporation and
      Carnival plc indebtedness and other monetary obligations (see Note 3).

(b)   In February and May 2004, we borrowed an aggregate of $739 million to
      finance a portion of the Diamond Princess and Sapphire Princess purchase
      prices, pursuant to committed financing arrangements. These loans have
      both a fixed and variable interest rate component, mature through May
      2016, and had a weighted-average interest rate of 4.4% at November 30,
      2004.

(c)   In March 2004, Carnival plc repaid, prior to its maturity date, the
      outstanding amounts under one of its subsidiary's $710 million revolving
      credit facilities, which facilities were then terminated prior to their
      September 2005 maturity dates.

(d)   In March 2004, we extinguished $237 million of unsecured debt before its
      July 2008 maturity date.

      Convertible Notes

      Carnival Corporation's 2% convertible notes ("2% Notes"), its zero-coupon
convertible notes ("Zero-Coupon Notes") and its 1.75% convertible notes ("1.75%
Notes") are convertible into 15.3 million shares, 17.4 million shares and a
maximum of 20.9 million shares (10.8 million shares during fiscal 2004),
respectively, of Carnival Corporation common stock.

      The 2% Notes are convertible at a conversion price of $39.14 per share,
subject to adjustment, during any fiscal quarter for which the closing price of
the Carnival Corporation common stock is greater than $43.05 per share for a
defined duration of time in the preceding fiscal quarter. The conditions for
conversion of the 2% Notes were satisfied throughout fiscal 2004 and,
accordingly, the 2% Notes were convertible into Carnival Corporation common
stock commencing with the second quarter of fiscal 2004. A nominal amount of 2%
Notes were converted in fiscal 2004.

      At November 30, 2004, the 2% Notes were classified as a current liability,
since we may be required to redeem the notes at the option of the holders on
April 15, 2005 at their face value plus any unpaid accrued interest. If the
noteholders do not exercise this option, then we will change the classification
of the 2% Notes to long-term debt, as the next optional redemption date does not
occur until April 15, 2008. We do not currently expect these noteholders to
exercise their put options, as the current market value of the 2% Notes is
greater than the redemption price.

      The Zero-Coupon Notes have a 3.75% yield to maturity and are convertible
during any fiscal quarter for which the closing price of the Carnival
Corporation common stock is greater than a specified trigger price for a defined
duration of time in the preceding fiscal quarter. The trigger price commenced at
a low of $31.94 per share for the first quarter of fiscal 2002 and increases at
an annual rate of 3.75% thereafter, until maturity. Since the third quarter of
2003, the Zero-Coupon Notes have been convertible into Carnival Corporation
common stock for the quarter following that quarter in which it was convertible
as a result of Carnival Corporation's common stock achieving its target
conversion trigger price per share, which ranged from $33.77 for the 2003 third
quarter to $35.38 for the 2004 fourth quarter, for the requisite periods of
time. No Zero Coupon Notes were converted in fiscal 2003 or 2004.

      The 1.75% Notes, which were issued in April 2003, are convertible at a
conversion price of $53.11 per share, subject to adjustment, during any fiscal
quarter for which the closing



price of the Carnival Corporation common stock is greater than a specified
trigger price for a defined duration of time in the preceding fiscal quarter.
During the fiscal quarters ending from August 31, 2003 through April 29, 2008,
the trigger price will be $63.73 per share. Thereafter, this conversion trigger
price increases each quarter based on an annual rate of 1.75%, until maturity.
In addition, holders may also surrender the 1.75% Notes for conversion if they
have been called for redemption or for other specified occurrences, including
the credit rating assigned to the 1.75% Notes being Baa3 or lower by Moody's
Investors Service and BBB- or lower by Standard & Poor's Rating Services, as
well as certain corporate transactions. The conditions for conversion of the
1.75% Notes have not been met since their issuance. The 1.75% Notes interest is
payable in cash semi-annually in arrears, commencing October 29, 2003 through
April 29, 2008. Effective April 30, 2008, the 1.75% Notes no longer require a
cash interest payment, but interest will accrete at a 1.75% yield to maturity.

      Subsequent to April 29, 2008 and October 23, 2008, we may redeem all or a
portion of the 1.75% Notes and Zero-Coupon Notes, respectively, at their
accreted values and subsequent to April 14, 2008, we may redeem all or a portion
of our 2% Notes at their face value plus any unpaid accrued interest, subject to
the noteholders' right to convert.

      In addition, on April 29 of 2008, 2013, 2018, 2023 and 2028 the 1.75%
noteholders, on April 15 of 2005, 2008 and 2011 the 2% noteholders and on
October 24 of 2006, 2008, 2011 and 2016 the Zero-Coupon noteholders may require
us to repurchase all or a portion of the outstanding 1.75% Notes and Zero-Coupon
Notes at their accreted values and the 2% Notes at their face value plus any
unpaid accrued interest.

      Upon conversion, redemption or repurchase of the 1.75% Notes, the 2% Notes
and the Zero-Coupon Notes, we may choose to deliver Carnival Corporation common
stock, cash or a combination of cash and common stock with a total value equal
to the value of the consideration otherwise deliverable.

      Revolving Credit Facilities

      Costa has a 257.5 million euro ($342 million U.S. dollars at the November
30, 2004 exchange rate) unsecured euro revolving credit facility, which expires
in May 2006. At November 30, 2004, this entire facility was available.

      In March 2004, Carnival plc entered into a 600 million euro ($798 million
U.S. dollar at the November 30, 2004 exchange rate) unsecured 364-day
multi-currency revolving credit facility, which currently bears interest at
eurolibor plus 30 basis points ("BPS"). This interest rate spread over the base
rate will vary based on changes to Carnival plc's senior unsecured credit
rating. This facility also has a nine BPS commitment fee on the undrawn portion
and expires in March 2005, but provides Carnival plc with the option to extend
the repayment date of the then existing outstanding borrowings to June 2006. At
November 30, 2004, this entire facility was available. In 2004, Carnival plc
established U.S. dollar and multi-currency commercial paper programs, which are
supported by this 600 million euro revolving credit facility and, accordingly,
any amounts outstanding under these commercial paper programs, none at November
30, 2004, will reduce the aggregate amount available under the facility.

      Carnival Corporation's $1.4 billion unsecured multi-currency revolving
credit facility matures in June 2006. This facility currently bears interest at
USD Libor plus 20 BPS, which interest rate spread over the base rate will vary
based on changes to Carnival Corporation's senior unsecured debt ratings, and
provides for an undrawn facility fee of ten BPS. Carnival Corporation's U.S.
dollar commercial paper program is supported by this revolving credit facility
and, accordingly, any amounts outstanding under its commercial paper program,
none at November 30, 2004 and 2003, effectively reduce the aggregate amount
available under this facility. At November 30, 2004, the entire facility was
available.

      These $1.4 billion and 600 million euro facilities and other of our loan
and derivative agreements, contain covenants that require us, among other
things, to maintain a minimum debt service coverage, minimum shareholders'
equity and limits our debt to capital and debt to equity ratios, and the amounts
of our secured assets and secured indebtedness. In addition, if our business
suffers a material adverse change or if other events of default under our loan
agreements are triggered, then pursuant to cross default acceleration clauses,



substantially all of our outstanding debt and derivative contract payables could
become due and the underlying facilities could be terminated. At November 30,
2004, we were in compliance with all of our debt covenants.

      At November 30, 2004, the scheduled annual maturities of our long-term
debt was as follows (in millions):

           Fiscal
           ------

           2005                                $1,281 (a)
           2006                                 1,686 (a)
           2007                                 1,058
           2008                                 1,435 (a)
           2009                                   141
           Thereafter                           1,971
                                               ------
                                               $7,572
                                               ======

(a)   Includes $600 million of Carnival Corporation's 2% Notes in 2005, $561
      million of its Zero-Coupon Notes in 2006, and $575 million of its 1.75%
      Notes in 2008, based in each case on the date of the noteholders' first
      put option.

      Debt issuance costs are generally amortized to interest expense using the
straight-line method, which approximates the effective interest method, over the
term of the notes or the noteholders first put option date, whichever is
earlier. In addition, all loan issue discounts are amortized to interest expense
using the effective interest rate method over the term of the notes.

NOTE 7 - Commitments

      Ship Commitments

      A description of our ships under contract for construction at November 30,
2004 was as follows (in millions, except passenger capacity):



                                Expected
                                Service     Passenger               Estimated Total Cost(b)
Brand and Ship                  Date(a)     Capacity           Euros       Sterling        USD
- --------------                  ----        --------           ---------------------------------
                                                                           
USD Commitments

Carnival Cruise Lines
Carnival Valor(c)               12/04         2,974                                       $  520
Carnival Liberty                 7/05         2,974                                          460
Carnival Freedom                 3/07         2,974                                          500
                                             ------                                       ------
  Total Carnival Cruise Lines                 8,922                                        1,480
                                             ------                                       ------

Princess
Crown Princess                   6/06         3,110                                          500
Newbuild                         4/07         3,100                                          525
                                             ------                                       ------
  Total Princess                              6,210                                        1,025
                                             ------                                       ------

Holland America Line
Noordam(c)                       2/06         1,848                                          405
                                             ------                                       ------

Total USD Commitments                        16,980                                        2,910
                                             ------                                       ------

Euro Commitments

AIDA
Newbuild(d)                      5/07         2,030          (euro)315
Newbuild(d)                      5/09         2,030                315
                                             ------             ------
   Total AIDA                                 4,060                630
                                             ------             ------




                                                                           
Costa
Costa Concordia(d)               7/06         3,004                 450
                                             ------              ------

Cunard
Queen Victoria(c)               12/07         1,982                 340                       95
                                             ------               -----                   ------

Unassigned Contracts
Newbuild(e)                      4/08         3,100                 490
Newbuild(e)                      6/08         3,000                 485
                                             ------              ------
  Total Unassigned Contracts                  6,100                 975
                                             ------              ------

Total Euro Commitments                       15,146         (euro)2,395
                                             ------         ===========

Total Euro Commitments converted to USD(f)                                                 3,190

Sterling Commitment

P&O Cruises
Arcadia(c)                       4/05         1,968                       (pound)238
                                             ------                       ----------

Total Sterling Commitment                     1,968                       (pound)238
                                             ------                       ==========

Total Sterling Commitment converted to USD(f)                                                455
                                                                                          ------

Grand Total                                  34,094
                                             ======
Grand Total in USD                                                                        $6,650
                                                                                          ======




(a)   The expected service date is the month in which the ship is currently
      expected to begin its first revenue generating cruise.

(b)   Estimated total cost of the completed ship includes the contract price
      with the shipyard, design and engineering fees, capitalized interest,
      construction oversight costs and various owner supplied items. All of our
      ship construction contracts are with the Fincantieri shipyards in Italy,
      except for AIDA's which are with the Meyer Werft shipyard in Germany.

(c)   These construction contracts are denominated in euros, except for $95
      million of the Queen Victoria costs, which are denominated in USD. The
      euro denominated amounts, except for the Queen Victoria, have been fixed
      into U.S. dollars or sterling by utilizing foreign currency swaps.

(d)   These construction contracts are denominated in euros, which is the
      functional currency of the cruise line which will operate the ship and,
      therefore, we have not entered into foreign currency swaps to hedge these
      commitments.

(e)   We have not yet determined which of our North American or European brands
      will be assigned these contracts. The brand assignments are expected to be
      made by September 30, 2005.

(f)   The estimated total costs of all contracts denominated in euros and
      sterling have been translated into U.S. dollars using the November 30,
      2004 exchange rate.

      In connection with our cruise ships under contract for construction, we
have paid $429 million through November 30, 2004 and anticipate paying the
remaining estimated total costs as follows: $1.54 billion, $1.40 billion, $1.33
billion, $1.60 billion and $357 million in fiscal 2005 through 2009,
respectively.

      Subsequent to November 30, 2004, Costa entered into a ship construction
contract with Fincantieri for a 3,000 passenger ship, which has an estimated
all-in cost of 475 million euros, and is expected to enter service in June 2007.

      Operating Leases

      Rent expense under our operating leases, primarily for office and
warehouse space, was $50 million, $48 million and $15 million in fiscal 2004,
2003 and 2002, respectively. At November 30, 2004, minimum annual rentals for
our operating leases, with initial or remaining terms in excess of one year,
were as follows (in millions): $51, $37, $25, $21, $18 and $79 in fiscal 2005
through 2009 and thereafter, respectively.



      Port Facilities and Other

      At November 30, 2004, we had commitments through 2052, with initial or
remaining terms in excess of one year, to pay minimum amounts for our annual
usage of port facilities and other contractual commitments as follows (in
millions): $135, $92, $73, $72, $66 and $368 in fiscal 2005 through 2009 and
thereafter, respectively.

NOTE 8 - Contingencies

      Litigation

      In 2002, two 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. The advertisements referred to in the Facsimile
Complaints that reference a Carnival Cruise Line product were not sent by
Carnival Corporation, but rather were distributed by a professional faxing
company at the behest of travel agencies. We do not advertise directly to the
traveling public through the use of facsimile transmission. The ultimate
outcomes of the Facsimile Complaints cannot be determined at this time. We
believe that we have meritorious defenses to these claims and, accordingly, we
intend to vigorously defend against these actions.

      In February 2001, Holland America Line-USA, Inc. ("HAL-USA"), our
wholly-owned subsidiary, received a grand jury subpoena requesting that it
produce documents and records relating to the air emissions from Holland America
Line ships in Alaska. HAL-USA responded to the subpoena. The ultimate outcome of
this matter cannot be determined at this time.

      In August 2002, Holland America Line's Ryndam discharged wastewater from
the ship while in Juneau, Alaska. In December 2004, a plea agreement between HAL
Maritime Ltd. ("HAL Maritime"), a wholly-owned subsidiary, and the U.S.
government was entered in which HAL Maritime pled guilty to a single
misdemeanor. Pursuant to the plea agreement, HAL Maritime paid a $0.2 million
criminal fine, a $0.5 million community service payment, and agreed to expend
$1.3 million toward the implementation of a Focused Environmental Compliance
Plan. The agreement also provides for a three-year probationary term, with the
ability to request early termination of probation after two years. HAL Maritime
also paid a civil fine of $65,000 to the State of Alaska as a result of the same
event.

      In March 2004, Holland America Line notified the United States and
Netherlands governmental authorities that one of its chief engineers had
admitted to improperly processing bilge water on the Noordam. A subsequent
internal investigation has determined that the improper operation may have begun
in January 2004 and may have continued sporadically through March 4, 2004.
Holland America Line and three shipboard engineers have received grand jury
subpoenas from the Office of the U.S. Attorney in Tampa, Florida. If the
government investigations result in charges being filed, a judgment could
include, among other forms of relief, fines and debarment from federal
contracting, which would prohibit operations in Glacier Bay National Park and
Preserve ("Glacier Bay") during the period of debarment. The ultimate outcome of
this matter cannot be determined at this time.

      In August 2004, Holland America Line was notified by the National Park
Service ("NPS") that the Volendam and Statendam may have violated opacity
standards while operating in Glacier Bay. In November 2004, NPS notified Holland
America Line in separate letters that a Violation of Record would be entered in
the permanent park files for each ship. Holland America Line intends to
vigorously oppose the decision in each case. The ultimate outcome of these
matters cannot be determined at this time. However, if the Violations of Record
are not reversed and either ship receives a second such violation within three
years, that ship may be barred from entry into Glacier Bay.

      If Holland America Line were to lose its Glacier Bay permits as a result
of the Ryndam plea or the Noordam investigations, or if the Statendam or
Volendam were prohibited from entering Glacier Bay, we would not expect the
impact on our financial statements to be



material to us since we believe there are additional attractive alternative
destinations in Alaska and elsewhere that can be substituted for Glacier Bay.

      Costa has 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. Costa has also given notice of termination of the contract. 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 the
second half of 2005 at the earliest. In the event that an award is given in
favor of Cammell Laird, the amount of damages, which Costa would have to pay, if
any, is not currently determinable. The ultimate outcome of this matter cannot
be determined at this time.

      In April 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 in May
2004 and Festival did not submit observations on our Statement in Intervention.
A date for an oral hearing will be set in due course, unless Festival withdraws
its action. 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. However, the ultimate outcome of this matter cannot be
determined at this time.

      In the normal course of our business, various other claims and lawsuits
have been filed or are pending against us. Most of these claims and lawsuits are
covered by insurance and, accordingly, the maximum amount of our liability is
typically limited to our self-insurance retention levels. However, the ultimate
outcome of these claims and lawsuits which are not covered by insurance cannot
be determined at this time.

      Contingent Obligations

      At November 30, 2004, Carnival Corporation had contingent obligations
totaling $1.08 billion to participants in lease out and lease back type
transactions for three of its ships. At the inception of the leases, the entire
amount of the contingent obligations was paid by Carnival Corporation to major
financial institutions to enable them to directly pay these obligations.
Accordingly, these obligations were considered extinguished, and neither the
funds paid to the financial institutions nor the contingent obligations have
been included on our balance sheets. Carnival Corporation would only be required
to make any payments under these contingent obligations in the remote event of
nonperformance by these financial institutions, all of which have long-term
credit ratings of AAA or AA. In addition, Carnival Corporation obtained a direct
guarantee from another AAA rated financial institution for $294 million of the
above noted contingent obligations, thereby further reducing the already remote
exposure to this portion of the contingent obligations. If the major financial
institutions' credit ratings fall below AA-, Carnival Corporation would be
required to move a majority of the funds from these financial institutions to
other highly-rated financial institutions. If Carnival Corporation's credit
rating falls below BBB, it would be required to provide a standby letter of
credit for $88 million, or alternatively provide mortgages in the aggregate
amount of $88 million on two of its ships.

      In the unlikely event that Carnival Corporation were to terminate the
three lease agreements early or default on our obligations, it would, as of
November 30, 2004, have to pay a total of $177 million in stipulated damages. As
of November 30, 2004, $186 million of standby letters of credit have been issued
by a major financial institution in order to provide further security for the
payment of these contingent stipulated damages. In addition, in 2004 Carnival
Corporation entered into a five year $170 million unsecured revolving credit
facility, guaranteed by Carnival plc, which is being used to support these
standby letters of credit through the issuance of a back-up letter of credit. In
the event we were to default under covenants in our loan agreements, any amounts
outstanding under the $170 million unsecured revolving credit facility would be
due and payable, and we would be required to



post cash collateral to support the stipulated damages standby letters of credit
in excess of $170 million. Between 2017 and 2022, we have the right to exercise
options that would terminate these transactions at no cost to us. As a result of
these three transactions, we have $39 million and $42 million of deferred income
recorded on our balance sheets as of November 30, 2004 and 2003, respectively,
which is being amortized to nonoperating income through 2022.

      Some of the debt agreements that we enter into include indemnification
provisions that obligate us to make payments to the counterparty if certain
events occur. These contingencies generally relate to changes in taxes, changes
in laws that increase lender capital costs and other similar costs. The
indemnification clauses are often standard contractual terms and were entered
into in the normal course of business. There are no stated or notional amounts
included in the indemnification clauses and we are not able to estimate the
maximum potential amount of future payments, if any, under these indemnification
clauses. We have not been required to make any material payments under such
indemnification clauses in the past and, under current circumstances, we do not
believe a request for material future indemnification is probable.

NOTE 9 - Income and Other Taxes

      We believe that substantially all of our income in fiscal 2004, 2003 and
2002, with the exception of our U.S. source income principally from the
transportation, hotel and tour businesses of Holland America Tours and Princess
Tours, is exempt from U.S. federal income taxes. If we were found not to qualify
for exemption pursuant to applicable income tax treaties or under the Internal
Revenue Code or if the income tax treaties or Internal Revenue Code were to be
changed in a manner adverse to us, a portion of our income would become subject
to taxation by the U.S. at higher than normal corporate tax rates.

      In August 2003, final regulations under Section 883 of the Internal
Revenue Code were published in the Federal Register. Section 883 is the primary
provision upon which we rely to exempt certain of our international ship
operation earnings from U.S. income taxes. The final regulations list elements
of income that are not considered to be incidental to ship operations and, to
the extent earned within the U.S., are subject to U.S. income tax. Among the
items identified in the final regulations are income from the sale of air
transportation, shore excursions and pre-and post cruise land packages. These
rules will first be effective for us in fiscal 2005.

      AIDA, through October 2004, 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.
Accordingly, these operations pay UK corporation tax on shipping profits
calculated by reference to the net tonnage of qualifying vessels. Income not
considered to be shipping profits is taxable under the normal UK income tax
rules. We believe that substantially all of the income attributable to these
brands constitutes shipping profits and, accordingly, UK income tax expense from
these operations has been and is expected to be minimal.

      Some of our subsidiaries, including AIDA, a subsidiary of Costa commencing
in November 2004, Costa, Holland America Tours, Princess Tours and other of our
non-shipping activities, are subject to foreign and/or U.S. federal and state
income taxes. In fiscal 2004 and 2003, we recognized a net $47 million and $29
million income tax expense, primarily related to these operations. In 2002, we
recognized a net $57 million income tax benefit primarily due to an Italian
investment incentive law, which allowed Costa to receive a $51 million income
tax benefit based on contractual expenditures during 2002 on the construction of
a new ship. At November 30, 2004, Costa had a remaining net deferred tax asset
of approximately $13 million relating primarily to the tax benefit of the net
operating loss carryforwards arising from this incentive law, which expire in
2007.

      We do not expect to incur income taxes on future distributions of
undistributed earnings of foreign subsidiaries and, accordingly, no deferred
income taxes have been provided for the distribution of these earnings.

      In addition to or in place of income taxes, virtually all jurisdictions
where our ships call, impose taxes based on passenger counts, ship tonnage or
some other measure. These taxes, other than those directly charged to and/or
collected from passengers by us, are



recorded as operating expenses in the accompanying statements of operations.

NOTE 10 - Shareholders' Equity

      Carnival Corporation's articles of incorporation authorize its Board of
Directors, at its discretion, to issue up to 40 million shares of its preferred
stock and Carnival plc has 100,000 authorized preference shares. At November 30,
2004 and 2003, no Carnival Corporation preferred stock had been issued and only
a nominal amount of Carnival plc preferred shares had been issued.

      In October 2004, the Board of Directors authorized the repurchase of
either Carnival Corporation common stock and/or Carnival plc ordinary shares up
to an aggregate of $1 billion commencing in 2005, subject to certain repurchase
restrictions on Carnival plc shares.

      At November 30, 2004, there were 88.4 million shares of Carnival
Corporation common stock reserved for issuance pursuant to its convertible notes
and its employee benefit and dividend reinvestment plans. In addition, Carnival
plc shareholders have authorized 3.2 million ordinary shares for future issuance
under its employee benefit plans.

      At November 30, 2004 and 2003 accumulated other comprehensive income was
as follows (in millions):

                                                              2004       2003
                                                              ----       ----

   Cumulative foreign currency translation adjustments, net   $588       $190
   Unrealized gain on marketable securities                                 1
   Minimum pension liability adjustments                       (17)       (14)
   Unrealized losses on cash flow derivative hedges, net       (30)       (17)
                                                              ----       ----
                                                              $541       $160
                                                              ====       ====

NOTE 11 - Financial Instruments

      We estimated the fair value of our financial instruments through the use
of public market prices, quotes from financial institutions and other available
information. Considerable judgment is required in interpreting data to develop
estimates of fair value and, accordingly, amounts are not necessarily indicative
of the amounts that we could realize in a current market exchange. Our financial
instruments are not held for trading or other speculative purposes.

      Cash and Cash Equivalents and Short-Term Investments

      The carrying amounts of our cash and cash equivalents approximate their
fair values due to their short maturities or variable interest rates.

      Other Assets

      At November 30, 2004 and 2003, long-term other assets included marketable
securities held in rabbi trusts for certain of our nonqualified benefit plans
and notes and other receivables. These assets had carrying and fair values of
$240 million and $227 million at November 30, 2004, respectively, and carrying
and fair values of $200 million at November 30, 2003. Fair values were based on
public market prices, estimated discounted future cash flows or estimated fair
value of collateral.

      Debt

      The fair values of our non-convertible debt and convertible notes were
$6.32 billion and $2.53 billion, respectively, at November 30, 2004 and $5.83
billion and $1.92 billion at November 30, 2003. These fair values were greater
than the related carrying values by $100 million and $790 million, respectively,
at November 30, 2004 and by $140 million and $205 million at November 30, 2003.
The net difference between the fair value of our debt and its carrying value was
due primarily to our issuance of debt obligations at fixed interest rates that
are above market interest rates in existence at the measurement dates. The net
difference between the fair value of our convertible notes is largely due to the
impact of changes in the Carnival Corporation common stock value on the value of
our convertible notes



on those dates. The fair values of our unsecured fixed rate public notes,
convertible notes, sterling bonds and unsecured 5.57% euro notes were based on
their public market prices. The fair values of our other debt were estimated
based on appropriate market interest rates being applied to this debt.

      Foreign Currency Swaps and Other Hedging Instruments

      We have foreign currency swaps that are designated as foreign currency
fair value hedges for three of our euro denominated shipbuilding contracts (see
Note 7). At November 30, 2004 and 2003, the fair value of the foreign currency
swaps related to our shipbuilding commitments was an unrealized gain of $219
million and $363 million, respectively. These foreign currency swaps mature
through 2006.

      We have foreign currency swaps totaling $887 million that are effectively
designated as hedges of our net investments in foreign subsidiaries, which have
euro and sterling denominated functional currencies. These foreign currency
swaps were entered into to effectively convert $251 million and $466 million of
U.S. dollar denominated debt into sterling debt and euro debt, respectively, and
$170 million of euro denominated debt into sterling debt. At November 30, 2004,
the fair value of these foreign currency swaps was an unrealized loss of $137
million, which is included in the cumulative translation adjustment component of
AOCI. These currency swaps mature through 2012.

      The fair values of these foreign currency swaps were estimated based on
prices quoted by financial institutions for these instruments.

      Finally, we have designated $1.1 billion of our outstanding euro and
sterling debt and other obligations, which are nonderivatives and mature through
2012, as hedges of our net investments in foreign operations and, accordingly,
have included $194 million of foreign currency transaction losses in the
cumulative translation adjustment component of AOCI at November 30, 2004.

      Interest Rate Swaps

      We have interest rate swap agreements designated as fair value hedges
whereby we receive fixed interest rate payments in exchange for making variable
interest rate payments. At November 30, 2004 and 2003, these interest rate swap
agreements effectively changed $929 million and $1.19 billion of fixed rate debt
to Libor-based floating rate debt.

      In addition, we also have interest rate swap agreements designated as cash
flow hedges whereby we receive variable interest rate payments in exchange for
making fixed interest rate payments. At November 30, 2004 and 2003, these
interest rate swap agreements effectively changed $828 million and $760 million,
respectively, of euribor floating rate debt to fixed rate debt.

      These interest rate swap agreements mature through 2008. At November 30,
2004 and 2003, the fair value of our interest rate swaps designated as cash flow
hedges was an unrealized loss of $22 million and $6 million, respectively. The
fair values of our interest rate swap agreements were estimated based on prices
quoted by financial institutions for these instruments.

NOTE 12 - Segment Information

      Our cruise segment included all of our cruise brands, which have been
aggregated as a single reportable segment based on the similarity of their
economic and other characteristics, including the products and services they
provide. Our other segment primarily represents the transportation, hotel and
tour operations of Holland America Tours and Princess Tours, and the business to
business travel agency operations of P&O Travel Ltd., the latter two since
completion of the DLC transaction on April 17, 2003. The significant accounting
policies of our segments are the same as those described in Note 2 -"Summary of
Significant Accounting Policies." Information for our cruise and other segments
as of and for the years ended November 30, was as follows (in millions):





                                                  Selling
                                                    and        Depreciation  Operating          Capital
                                  Operating        adminis-        and         income           expend-      Total
                    Revenues(a)   expenses         trative     amortization    (loss)           itures       assets
                    -----------   --------         -------     ------------    ------           ------       ------
                                                                                        
2004
  Cruise             $ 9,427       $ 5,247          $1,231         $  791      $ 2,158          $ 3,512      $27,136
  Other                  398           308              54             21           15               74          500(b)
  Intersegment
    elimination          (98)          (98)
                     -------       -------          ------         ------      -------          -------      -------
                     $ 9,727       $ 5,457          $1,285         $  812      $ 2,173          $ 3,586      $27,636
                     =======       =======          ======         ======      =======          =======      =======
2003
  Cruise             $ 6,459       $ 3,624          $  896         $  568      $ 1,371          $ 2,454      $24,090
  Other                  345           276(c)           40(c)          17           12               62          401(b)
  Intersegment
    elimination          (86)          (86)
                     -------       -------          ------         ------      -------          -------      -------
                     $ 6,718       $ 3,814          $  936         $  585      $ 1,383          $ 2,516      $24,491
                     =======       =======          ======         ======      =======          =======      =======
2002
  Cruise             $ 4,244       $ 2,222          $  577         $  371      $ 1,055(d)       $ 1,949      $12,120
  Other                  176           145              32             11          (13)              37          215(b)
  Intersegment
    elimination          (37)          (37)
                     -------       -------          ------         ------      -------          -------      -------
                     $ 4,383       $ 2,330          $  609         $  382      $ 1,042          $ 1,986      $12,335
                     =======       =======          ======         ======      =======          =======      =======


(a)   Other segment revenues primarily included revenues for the cruise portion
      of a tour, when a cruise is sold along with a land tour package by Holland
      America Tours or Princess Tours, and shore excursion and port hospitality
      services provided to cruise passengers by these tour companies. These
      intersegment revenues, which are included in full in the cruise segment,
      are eliminated from the other segment revenues in the line "Intersegment
      elimination."

(b)   Other segment assets primarily included hotels and lodges in Alaska and
      the Canadian Yukon, luxury dayboats offering tours to a glacier in Alaska
      and on the Yukon River, motorcoaches used for sightseeing and charters in
      the States of Washington and Alaska, British Columbia, Canada and the
      Canadian Yukon and private, domed rail cars, which run on the Alaska
      Railroad between Anchorage and Fairbanks.

(c)   Operating and selling expenses in 2003 have been reclassified to conform
      to the 2004 presentation.

(d)   Cruise operating income included an impairment charge of $20 million in
      2002.

      Foreign revenues for our cruise brands represent sales generated from
outside the U.S. primarily by foreign tour operators and foreign travel
agencies. Substantially all of these foreign revenues are from the UK, Germany,
Italy, Canada, France, Australia, Spain, Switzerland and Brazil. Substantially
all of our long-lived assets are located outside of the U.S. and consist
principally of our ships and ships under construction.

      Revenue information by geographic area for fiscal 2004, 2003 and 2002 was
as follows (in millions):

                                      2004         2003         2002
                                      ----         ----         ----

                U.S.                 $5,788       $4,513       $3,304
                Continental Europe    1,570          971          545
                UK                    1,341          724          158
                Canada                  562          231          167
                Others                  466          279          209
                                     ------       ------       ------
                                     $9,727       $6,718       $4,383
                                     ======       ======       ======

NOTE 13 - Benefit Plans

      Stock Option Plans

      We have stock option plans primarily for supervisory and management level
employees and members of our Board of Directors. The Carnival Corporation and
Carnival plc plans are



administered by a committee of four of our independent directors (the
"Committee"), that determines who is eligible to participate, the number of
shares for which options are to be granted and the amounts that may be exercised
within a specified term. The Carnival Corporation and Carnival plc option
exercise price is generally set by the Committee at 100% of the fair market
value of the common stock/ordinary shares on the date the option is granted.
Substantially all Carnival Corporation options granted during fiscal 2004, 2003
and 2002 and Carnival plc options granted in 2004 and 2003 were granted at an
exercise price per share equal to the fair market value of the Carnival
Corporation common stock and Carnival plc ordinary shares on the date of grant.
Carnival Corporation employee options generally vest evenly over five years and
have a ten-year term. Carnival plc employee options generally vest at the end of
three years and have a ten-year term. Carnival Corporation director options
granted subsequent to fiscal 2000 vest evenly over five years and have a
ten-year term. At November 30, 2004, Carnival Corporation had 31.7 million
shares and Carnival plc had 3.2 million shares, which were available for future
grants under the option plans.

      A combined summary of the activity and status of the Carnival Corporation
and Carnival plc stock option plans was as follows:



                                      Weighted-
                               Average Exercise Price                             Number of Options
                                      Per Share                                Years Ended November 30,
                             ----------------------------          -----------------------------------------------
                             2004        2003        2002          2004                   2003                 2002
                             ----        ----        ----          ----                   ----                 ----
                                                                                           
Outstanding options-
  beginning of year         $28.79      $29.26      $28.95       19,297,979             11,828,958           12,774,293
Carnival plc
  outstanding options
  at April 17, 2003(a)                  $19.64                                           5,523,013
Options granted             $47.52      $30.88      $26.54        5,306,802(c)           5,464,109               33,000
Options exercised(b)        $25.23      $17.35      $14.35       (5,686,484)(c,d)       (2,919,554)            (404,615)
Options canceled            $30.17      $28.64      $32.80         (714,355)              (598,547)            (573,720)
                                                                -----------            -----------          -----------
Outstanding options-
  end of year               $35.61      $28.79      $29.26       18,203,942(e)          19,297,979(e)        11,828,958
                                                                ===========            ===========          ===========
Options exercisable-
  end of year               $32.05      $27.68      $28.71        5,920,890(f)           7,848,335(f)         4,775,894
                                                                ===========            ===========          ===========


(a)   All Carnival plc unvested options outstanding on the date the DLC
      transaction was completed vested fully on such date, except for 1.3
      million options, which were granted on April 15, 2003.

(b)   Included 2.0 million and 1.8 million Carnival plc options in 2004 and
      2003, of which 0.8 million and 1.0 million had a sterling denominated
      exercise price, respectively.

(c)   During 2004, as a result of Costa being transferred to the Carnival plc
      side of the DLC structure, options to purchase 973,000 shares of Carnival
      Corporation vested immediately and their termination dates were
      accelerated to 2004. These vested options, along with all of Costa
      employees' already exercisable options, were exercised in 2004 to avoid
      unduly burdensome taxes. In 2004, Carnival plc granted 1.1 million options
      at an exercise price equal to the fair market value of Carnival plc
      ordinary shares on the grant date, to replace Costa options, whose
      termination was accelerated to 2004. See Note 2.

(d)   On December 1, 2003, as a result of the Princess cruise operations being
      transferred to the Carnival Corporation side of the DLC structure, options
      to purchase 657,000 shares of Carnival plc vested immediately, and the
      termination dates on all Princess employees' Carnival plc exercisable
      options were accelerated to 2004. All such changes have been made pursuant
      to the original terms of the Carnival plc plan. In January 2005, Carnival
      Corporation granted 1.4 million options at an exercise price per share
      equal to the fair market value of Carnival Corporation common stock on the
      grant date, to replace those Princess options which terminated in 2004
      prior to their original termination dates.

(e)   Included 3.3 million and 3.6 million of Carnival plc options at a
      weighted-average exercise price of $38.42 and $20.89 per share, based on
      the November 30, 2004 and 2003 U.S. dollar to sterling exchange rate,
      respectively.

(f)   Included 0.9 million and 2.2 million of Carnival plc options at a
      weighted-average exercise price of $22.15 and $18.06 per share, based on
      the November 30, 2004 and 2003 U.S. dollar to sterling exchange rate,
      respectively.



      Combined information with respect to outstanding and exercisable Carnival
Corporation and Carnival plc stock options at November 30, 2004 was as follows:



                            Options Outstanding                  Options Exercisable
                    --------------------------------------     ----------------------
                                 Weighted-       Weighted-                Weighted-
                                  Average         Average                  Average
Exercise                        Remaining        Exercise                 Exercise
Price Range         Shares     Life (Years)       Price         Shares      Price
- -----------         --------------------------------------     ----------------------
                                                             
$ 1.94-$ 2.25       30,980         (a)            $ 2.07          30,980    $ 2.07
$10.59-$15.00       46,071         4.0            $13.11          46,071    $13.11
$16.28-$23.03    2,512,830         6.4            $21.48       1,358,328    $20.85
$24.36-$27.88    3,388,674         7.3            $26.98       1,246,686    $26.22
$28.21-$34.88    4,840,230         7.6            $31.95       1,117,990    $30.69
$36.72-$41.34      102,000         3.8            $38.08         102,000    $38.09
$43.56-$48.56    3,393,814         6.1            $44.58       2,018,835    $44.51
$48.69-$54.46    3,889,343         9.7            $49.46
                ----------         ---            ------       ---------    -------
Total           18,203,942         7.5            $35.61       5,920,890    $32.05
                ==========         ===            ======       =========    ======


(a)   These stock options do not have an expiration date.

      Carnival Corporation Nonvested Stock

      Carnival Corporation has issued nonvested stock to a few officers. These
shares have the same rights as Carnival Corporation common stock, except for
transfer restrictions and forfeiture provisions. During fiscal 2004, 2003 and
2002, 160,000 shares, 455,000 shares and 150,000 shares, respectively, of
Carnival Corporation common stock were issued, which were valued at $7 million,
$14 million and $4 million, respectively. Unearned stock compensation was
recorded within shareholders' equity at the date of award based on the quoted
market price of the Carnival Corporation common stock on the date of grant and
is amortized to expense using the straight-line method from the grant date
through the earlier of the vesting date or the officers' estimated retirement
date. These shares either have three or five-year cliff vesting or vest evenly
over five years after the grant date. As of November 30, 2004 and 2003 there
were 1,065,000 shares and 1,055,000 shares, respectively, issued under the plan,
which remained to be vested.

      Defined Benefit Pension Plans

      We have several defined benefit pension plans, which cover some of our
shipboard and shoreside employees. The U.S. and UK shoreside employee plans are
closed to new membership and are funded at or above the level required by U.S.
or UK regulations. The remaining defined benefit plans are primarily unfunded.
In determining our plans' benefit obligations at November 30, 2004, we used
assumed weighted-average discount rates of 5.5% and 5.2% for our U.S. and
foreign plans, respectively. The net liabilities related to the obligations
under these single employer defined benefit pension plans are not material.

      A minimum pension liability adjustment is required when the actuarial
present value of accumulated benefits exceeds plan assets and accrued pension
liabilities. At November 30, 2004 and 2003, our single employer plans had
aggregated additional minimum pension liability adjustments, less allowable
intangible assets, of $17 million and $14 million, respectively, which are
included in AOCI.

      In addition, P&O Cruises participated in a Merchant Navy Ratings Pension
Fund ("MNRPF"), which is a defined benefit multiemployer pension plan that was
available to their shipboard non-officers. This plan has a significant funding
deficit and has been closed to further benefit accrual since prior to the
completion of the DLC transaction. P&O Cruises, along with other unrelated
employers, are making payments into this plan under a non-binding Memorandum of
Understanding to reduce the deficit. Accordingly, at November 30, 2004 and 2003,
we had recorded a long-term pension liability of $22 million and $19 million,
which represented our estimate of the present value of the entire liability due
by us under this plan.

      P&O Cruises, Princess and Cunard also participate in an industry-wide
British Merchant



Navy Officers Pension Fund ("MNOPF"), which also is a defined benefit
multiemployer pension plan that is available to certain of their shipboard
British officers. The MNOPF is divided into two sections, the "New Section" and
the "Old Section," each of which covers a different group of participants, with
the Old Section closed to further benefit accrual and the New Section only
closed to new membership. Holland America Line also participates in a Dutch
shipboard officers defined benefit multiemployer pension plan. Our multiemployer
yearly pension fund plan expenses are based on the amount of contributions we
are required to make annually into the plans.

      As of March 31, 2003, the date of the most recent formal actuarial
valuation prepared by the MNOPF's actuary, the New Section of the MNOPF was
estimated to have a fund deficit of approximately 200 million sterling, or $380
million, assuming a 7.8% discount rate. At November 30, 2004, our external
actuary informally updated the March 31, 2003 valuation and estimated that the
New Section deficit was approximately 760 million sterling, or $1.44 billion,
assuming a 5.2% discount rate. The amount of the fund deficit could vary
considerably if different assumptions and/or estimates were used in its
calculation. Our share of any liability with respect to the fund's deficit is
uncertain, and the MNOPF's participating employers are seeking guidance from the
court, which is expected to be given during the second quarter of 2005.

      Substantially all of any MNOPF fund deficit liability which we may have
relates to P&O Cruises and Princess liabilities, which existed prior to the DLC
transaction. However, since the MNOPF is a multiemployer plan and it is not
probable that we will withdraw from the plan nor is our share of the liability
certain, we are required to record our MNOPF plan expenses, including any
contributions to fund the deficit, as they are contributed, instead of as a
Carnival plc acquisition liability that existed at the DLC transaction date. It
is currently expected that deficit funding contributions, if any, will be
required to be paid over at least ten years. Finally, if it is determined that
we are responsible for a portion of the MNOPF deficit, we expect that we will
have to record an expense in the amount of our estimated future contributions in
the period that such amount can be reasonably estimated. We have recently
received indicative calculations from the MNOPF setting out our share of the
fund's deficit based on different possible court outcomes. These indicative
calculations, which could vary depending on the court's final determination and
also other factors, such as the ability of other employers to settle their
liabilities, show that our share of the deficit would be between $26 million and
$113 million, based on the estimated deficit of $1.44 billion.

      Total expense for all of our defined benefit pension plans, including our
multiemployer plans, was $18 million, $17 million and $11 million in fiscal
2004, 2003 and 2002, respectively.

      Defined Contribution Plans

      We have several defined contribution plans available to most of our
employees. We contribute to these plans based on employee contributions, salary
levels and length of service. Total expense relating to these plans was $12
million in each of fiscal 2004 and 2003 and $8 million in fiscal 2002.

NOTE 14 - Earnings Per Share

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

                                                  Years Ended November 30,
                                             --------------------------------
                                             2004           2003         2002
                                             ----           ----         ----

Net income                                  $1,854         $1,194      $1,016
Interest on dilutive convertible notes          49             43          35
                                            ------         ------      ------
Net income for diluted earnings
  per share                                 $1,903         $1,237      $1,051
                                            ======         ======      ======

Weighted-average common and ordinary
  shares outstanding                           802            718         587


Dilutive effect of convertible notes            44             39          33
Dilutive effect of stock plans                   5              2           1
                                            ------         ------      ------
Diluted weighted-average shares
  outstanding                                  851            759         621
                                            ======         ======     =======

Basic earnings per share                     $2.31          $1.66       $1.73
                                             =====          =====       =====
Diluted earnings per share                   $2.24          $1.63       $1.69
                                             =====          =====       ======

      The weighted-average shares outstanding for the year ended November 30,
2003 includes the pro rata Carnival plc shares since April 17, 2003.

      Options to purchase 6.0 million, 8.4 million and 6.0 million shares for
fiscal 2004, 2003 and 2002, respectively, were excluded from our diluted
earnings per share computation since the effect of including them was
anti-dilutive.

NOTE 15 - Supplemental Cash Flow Information

      Total cash paid for interest was $250 million, $156 million and $110
million in fiscal 2004, 2003 and 2002, respectively. In addition, cash paid for
income taxes was $8 million in fiscal 2004 and $20 million in fiscal 2003.
Finally, we received a $60 million note on the sale of Holland America Line's
Nieuw Amsterdam in fiscal 2002, which represented a noncash investing activity.



Report of Independent Registered Certified Public Accounting Firm To the Boards
of Directors and Shareholders of Carnival Corporation and Carnival plc:

We have completed an integrated audit of Carnival Corporation & plc's November
30, 2004 consolidated financial statements and of its internal control over
financial reporting as of November 30, 2004 and audits of its 2003 and 2002
consolidated financial statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Our opinions, based on our
audits, are presented below.

Consolidated financial statements

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, cash flows and shareholders' equity
present fairly, in all material respects, the financial position of Carnival
Corporation & plc (comprising Carnival Corporation and Carnival plc and their
respective subsidiaries, the "Company") at November 30, 2004 and November 30,
2003, and the results of their operations and their cash flows for each of the
three years in the period ended November 30, 2004 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit of financial statements includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting appearing under
Item 9A, that the Company maintained effective internal control over financial
reporting as of November 30, 2004 based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"), is fairly stated, in all
material respects, based on those criteria. Furthermore, in our opinion, the
Company maintained, in all material respects, effective internal control over
financial reporting as of November 30, 2004, based on criteria established in
Internal Control - Integrated Framework issued by the COSO. The Company's
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express opinions on
management's assessment and on the effectiveness of the Company's internal
control over financial reporting based on our audit. We conducted our audit of
internal control over financial reporting in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in
all material respects. An audit of internal control over financial reporting
includes obtaining an understanding of internal control over financial
reporting, evaluating management's assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing such other
procedures as we consider necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and



expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.


/s/ PricewaterhouseCoopers LLP

Miami, Florida
February 11, 2005



Management's Discussion and Analysis of Financial Condition and Results of
Operations

Cautionary Note Concerning Factors That May Affect Future Results

      Some of the statements contained in this 2004 Annual Report are
"forward-looking statements" that involve risks, uncertainties and assumptions
with respect to us, including some statements concerning future results,
outlook, plans, goals and other events which have not yet occurred. These
statements are intended to qualify for the safe harbors from liability provided
by Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. 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 2004
Annual Report. 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, costs per
available lower berth day ("ALBD"), estimates of ship depreciable lives and
residual values, outlook or business prospects. These factors include, but are
not limited to, the following:

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

  - general economic and business conditions, which may impact levels of
    disposable income of consumers and net revenue yields for our cruise brands;

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

  - risks associated with operating internationally;

  - the international political and economic climate, armed conflicts, terrorist
    attacks and threats thereof, availability of air service, other world events
    and adverse publicity, and their impact on the demand for cruises;

  - accidents and other incidents affecting the health, safety, security and
    vacation satisfaction of passengers, including machinery and equipment
    failures, which could cause the cancellation of a cruise or a series of
    cruises;

  - our ability to implement our shipbuilding programs and brand strategies and
    to continue to expand our business worldwide;

  - our ability to attract and retain qualified shipboard crew and maintain good
    relations with employee unions;

  - our ability to obtain financing on terms that are favorable or consistent
    with our expectations;

  - the impact of changes in operating and financing costs, including changes in
    foreign currency and interest rates and fuel, food, payroll, insurance and
    security costs;

  - changes in the tax, environmental, health, safety, security and other
    regulatory regimes under which we operate;

  - continued availability of attractive port destinations;

  - our ability to successfully implement cost improvement plans and to
    integrate business acquisitions;

  - continuing financial viability of our travel agent distribution system and
    air service providers; and

  - unusual weather patterns or natural disasters.

      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 2004 Annual Report, 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.

Executive Overview

     The post-September 11, 2001 travel environment was a challenging period for
the travel and leisure industry. In 2002, demand for travel was weakened due to
the September 11th attacks followed by the conflict in Afghanistan. In 2003, the
cruise industry was challenged



by, among other things, a weaker economy and unstable geopolitical environment,
the emergence of Severe Acute Respiratory Syndrome ("SARS") in Asia and the
threat and eventual outbreak of war in Iraq. These events had a negative effect
on the public's willingness to travel, and consequently, negatively impacted our
net revenue yields (see "Key Performance Indicators" below).

      In 2004, the effects of those factors on the cruise industry were reduced,
and we experienced a substantial improvement in our net revenue yields. We
believe this improvement was primarily the result of stronger consumer demand
for travel, which resulted in higher passenger ticket prices and onboard
revenues and, to a lesser extent, a weaker U.S. dollar relative to the euro and
sterling. The increase in pricing was achieved despite a 17.2% increase in
proforma passenger capacity relating to the introduction of seven new ships in
fiscal 2004. In addition, from 2002 through 2004, the cruise industry was
impacted by substantial increases in fuel prices. It is possible that these high
fuel prices will continue in 2005 and future years.

      Throughout this period we generated significant cash flows and remained in
a strong financial position, which is a high priority and we believe provides us
with a competitive advantage in the capital intensive cruise industry. However,
our operations are subject to many risks, as briefly noted above and under the
caption "Cautionary Note Concerning Factors That May Affect Future Results,"
which could adversely impact our future results.

      During 2004, we ordered eight new ships for our North American and
European brands, which are expected to be delivered between 2007 and 2009. These
new ships are expected to continue to help us maintain our leadership position
within the cruise industry. The year-over-year percentage increases in Carnival
Corporation & plc's ALBD capacity, resulting from new ships entering service, is
8.7%, 6.1%, 7.5%, 6.6% and 2.4% for fiscal 2005, 2006, 2007, 2008 and 2009,
respectively, based on ships currently on order.

      We believe that given a stable geopolitical environment and the continuing
strong demand for travel, our net revenue yields will increase in 2005.

Outlook For Fiscal 2005 ("2005")

      As of December 16, 2004 we said that we were comfortable with earnings per
share estimates of $2.70 for 2005. We also said that we expected our first
quarter 2005 earnings per share to be in the range of $0.38 to $0.40. Our
guidance was based on flat fuel pricing compared to 2004, which was in line with
the forward curve for bunker fuel at that time, and an exchange rate of $1.30 to
the euro and $1.86 to the sterling.

      On January 20, 2005, we announced that the 1,870-passenger ship Aurora,
operated by P&O Cruises, experienced a technical problem with its propulsion
system that forced the cancellation of its 103-day, 2005 world cruise. We
expected that the vessel would be repaired and would return to service prior to
the date it was to end its world cruise and anticipated scheduling revised short
replacement cruises. The cancellation of the world cruise, net of estimated
earnings from anticipated replacement cruises, was expected to reduce 2005 full
year earnings per share by approximately $0.05, of which approximately $0.03 per
share was expected to impact the first quarter and the remainder in the second
quarter. We now expect the Aurora to be out of service for a longer duration and
anticipate scheduling fewer replacement cruises. Consequently, we expect the
full year 2005 impact to be approximately $0.06 per share, of which
approximately $0.04 per share will effect the first quarter of 2005.

      We also expect that there will be $0.01 per share gain from the settlement
of litigation recorded in the first quarter of 2005.

      Since our December guidance, fuel prices have risen. Our current forecast
uses fuel prices that are 10% higher than the prior year, which was determined
based upon the current forward curve for bunker fuel, which equates to
approximately $0.06 per share on an annual basis.

      Since early January 2005, the cruise industry has entered the "wave
season," a period of higher booking levels than during the rest of the year.
During the 2005 wave season, company wide booking levels, on an absolute basis,
have been running slightly higher than during the same period last year.
However, pricing during wave season has been significantly higher than



during the same period last year. As of the end of January 2005, we have 10%
less inventory remaining to sell for 2005 than at the same time last year, even
with a 9% capacity increase in 2005. We believe our lower inventory availability
provides us with the opportunity to execute our pricing strategies to maximize
revenue yields in 2005.

      Based upon the stronger booking trends experienced during the month of
January, we remain comfortable with our previous guidance of $2.70 per share for
the full year 2005 and a range of $0.38 to $0.40 per share for the first quarter
of 2005, including the aforementioned impact of the Aurora, the litigation
settlement and higher fuel prices. Our current guidance is based upon an
exchange rate of $1.31 to the euro and $1.87 to the sterling.

      Net revenue yields for 2005 are now forecasted to increase 4 to 6 percent
(3 to 5 percent on a constant dollar basis) compared to last year. The increase
in expected net revenue yields compared with our previous guidance is largely
due to higher prices achieved during the initial month of wave season partially
offset by the impact of the cancellation of the Aurora world cruise. Net cruise
costs per ALBD are now forecast to be up 1 to 3 percent (flat to up 2 percent on
a constant dollar basis) compared to last year. This increase from our prior
guidance is primarily because of assumed higher fuel prices and costs associated
with the cancellation of Aurora's world cruise.

      We continue to expect that first quarter 2005 net revenue yields will
increase approximately 5 to 7 percent (4 to 6 percent on a constant dollar
basis), compared to last year. Our first quarter guidance for net revenue yields
remains the same as our previous guidance given in December because the
approximate 1 percent reduction in net revenue yields due to the cancellation
of Aurora's world cruise offset the stronger pricing achieved during the initial
month of wave season. We continue to expect net cruise costs per ALBD to be flat
to up 2 percent (down 1 to up 1 percent on a constant dollar basis), compared to
last year. First quarter net cruise costs per ALBD remained the same as our
prior guidance because the impact of the cancellation of the world cruise was
offset by the delay in timing of advertising costs.

      Share-Based Compensation

      In December 2004, the Financial Accounting Standards Board issued
Share-Based Payment Statement 123(R), which will require us to recognize
compensation costs in our financial statements in an amount equal to the fair
value of share-based payments granted to employees and directors. This statement
is effective for us in the fourth quarter of fiscal 2005. We have not yet
determined which of the alternative transition methods we will use upon adoption
of this statement. However, based on preliminary estimates, if we were to elect
to adopt this statement with retroactive effect to December 1, 2004, our
additional 2005 share-based compensation expense would be approximately $60
million, which has not been included in the Outlook for 2005.

Key Performance Indicators and Pro Forma Information

      We use net cruise revenues per ALBD ("net revenue yields") and net cruise
costs per ALBD as significant non-GAAP financial measures of our cruise segment
financial performance. We believe that net revenue yields are commonly used in
the cruise industry to measure a company's cruise segment revenue performance.
This measure is also used for revenue management purposes. In calculating net
revenue yields, we use "net cruise revenues" rather than "gross cruise
revenues." We believe that net cruise revenues is a more meaningful measure in
determining revenue yield than gross cruise revenues because it reflects the
cruise revenues earned by us net of our most significant variable costs, which
are travel agent commissions, cost of air transportation and certain other
variable direct costs associated with onboard revenues. Substantially all of our
remaining cruise costs are largely fixed once our ship capacity levels have been
determined.

      Net cruise costs per ALBD is the most significant measure we use to
monitor our ability to control our cruise segment costs rather than gross cruise
costs per ALBD. In calculating net cruise costs, we exclude the same variable
costs as described above, which are included in the calculation of net cruise
revenues. This is done to avoid duplicating these variable costs in these two
non-GAAP financial measures.



      We have not provided estimates of future gross revenue yields or future
gross cruise costs per ALBD because the reconciliations of forecasted net cruise
revenues to forecasted gross cruise revenues or forecasted net cruise costs to
forecasted cruise operating expenses would require us to forecast, with
reasonable accuracy, the amount of air and other transportation costs that our
forecasted cruise passengers would elect to purchase from us (the "air/sea
mix"). Since the forecasting of future air/sea mix involves several significant
variables that are relatively difficult to forecast and the revenues from the
sale of air and other transportation approximate the costs of providing that
transportation, management focuses primarily on forecasts of net cruise revenues
and costs rather than gross cruise revenues and costs. This does not impact, in
any material respect, our ability to forecast our future results, as any
variation in the air/sea mix has no material impact on our forecasted net cruise
revenues or forecasted net cruise costs. As such, management does not believe
that this reconciling information would be meaningful.

      In addition, because a significant portion of our operations utilize the
euro or sterling to measure their results and financial condition, the
translation of those operations to our U.S. dollar reporting currency results in
increases in reported U.S. dollar revenues and expenses if the U.S. dollar
weakens against these foreign currencies, and decreases in reported U.S. dollar
revenues and expenses if the U.S. dollar strengthens against these foreign
currencies. Accordingly, we also monitor our key indicators assuming the 2004
exchange rates have remained constant with the prior year's comparable rates, or
on a "constant dollar basis," in order to remove the impact of changes in
exchange rates on our non U.S. cruise operations. We believe that this is a
useful measure indicating the actual growth of our operations in a fluctuating
exchange rate environment.

      Our 2003 reported results only included the results of P&O Princess since
April 17, 2003. Consequently, for the years ended November 30, 2004 and 2003, we
believe that the most meaningful comparison of our annual operating income and
revenue and cost metrics is to the comparable pro forma results and metrics in
2003 and 2002, which reflect the operations of both Carnival Corporation and P&O
Princess as if the companies had been consolidated throughout 2003 and 2002.
Accordingly, we have disclosed pro forma information for the year ended November
30, 2003 and 2002, as well as the required reported information, in the
discussion of our results of operations.

      The 2003 and 2002 pro forma information were computed by adding the
results of P&O Princess' annual operations, and acquisition adjustments of $16
million and $14 million of depreciation expense and $3 million and $7 million of
interest expense, and excluding $51 million and $103 million of nonrecurring DLC
transaction costs, respectively, to the 2003 and 2002 Carnival Corporation
reported results for the year ended November 30, 2003 and 2002, respectively.

Critical Accounting Estimates

      Our critical accounting estimates are those which we believe require our
most significant judgments about the effect of matters that are inherently
uncertain. A discussion of our critical accounting estimates, the underlying
judgments and uncertainties used to make them and the likelihood that materially
different estimates would be reported under different conditions or using
different assumptions, is set forth below.

Ship Accounting

      Our most significant assets are our ships and ships under construction,
which represent 83% of our total assets. We make several critical accounting
estimates dealing with our ship accounting. First, we compute our ships'
depreciation expense, which represents 11.6% of our cruise operating expenses in
fiscal 2004, which requires us to estimate the average useful life of each of
our ships, as well as their residual values. Secondly, we account for ship
improvement costs by capitalizing those costs, which we believe will add value
to our ships and depreciate those improvements over their estimated useful
lives. Finally, we account for the replacement or refurbishment of our ship
components based upon their estimated net book value.

      We determine the average useful life of our ships based primarily on our
estimates of the weighted-average useful lives and residual values of the ships'
major component systems, such as cabins, main diesels, main electric,
superstructure and hull. In addition, we



consider, among other things, the impact of anticipated technological changes,
long-term vacation market conditions and competition and historical useful lives
of similarly-built ships. We have estimated our new ships' average useful lives
at 30 years and their average residual values at 15% of our original ship cost.

      Given the very large and complex nature of our ships, ship accounting
estimates require considerable judgment and are inherently uncertain. We do not
have cost segregation studies performed to specifically componetize our ship
systems. However, we have estimated the useful lives of our ships to be 30 years
based upon our estimate of the relative costs of the major components of a
cruise ship. In addition, since we do not separately componetize our ships, we
do not identify and track depreciation of specific component systems. Therefore,
we have to estimate the net book value of components that are replaced or
refurbished, based primarily upon their replacement or refurbishment cost and
the age of the ship.

      If materially different conditions existed, or if we materially changed
our assumptions of ship lives and residual values, our depreciation expense or
loss on replacement or refurbishment of ship assets and net book value of our
ships would be materially different. In addition, if we change our assumptions
in making our determinations as to whether improvements to a ship add value, the
amounts we expense each year as repair and maintenance costs could increase,
partially offset by a decrease in depreciation expense, as less costs would have
been initially capitalized to our ships. Our fiscal 2004 ship depreciation
expense would have increased by approximately $21 million for every year we
reduced our estimated average 30 year ship useful life. In addition, if our
ships were estimated to have no residual value, our fiscal 2004 depreciation
expense would have increased by approximately $100 million.

      We believe that the estimates we made for ship accounting purposes are
reasonable and our methods are consistently applied and, accordingly, result in
depreciation expense that is based on a rational and systematic method to
equitably allocate the costs of our ships to the periods during which services
are obtained from their use. In addition, we believe that the estimates we made
are reasonable and our methods consistently applied (1) in determining the
average useful life and average residual values of our ships; (2) in determining
which ship improvement costs add value to our ships; and (3) in determining the
net book value of ship component assets being replaced or refurbished. Finally,
we believe our critical ship accounting estimates are generally comparable with
those of other major cruise companies.

      Asset Impairment

      The impairment reviews of our ship and trademark assets and of our
goodwill, which has been allocated to our cruise line reporting units, require
us to make significant estimates to determine the fair values of these assets or
reporting units.

      The determination of fair value includes numerous uncertainties, unless a
viable actively traded market exists for the asset or for a comparable reporting
unit, which is usually not the case for cruise ships, cruise lines and
trademarks. For example, in determining fair values of ships and cruise lines
utilizing discounted forecasted cash flows, significant judgments are made
concerning, among other things, future net revenue yields, net cruise costs per
ALBD, interest and discount rates, cruise itineraries, ship additions and
retirements, technological changes, consumer demand, governmental regulations
and the effects of competition. In addition, third party appraisers are
sometimes used to determine fair values and some of their valuation
methodologies are also subject to similar types of uncertainties. Also, the
determination of fair values of reporting units using a price earnings multiple
approach also requires significant judgments, such as determining reasonably
comparable multiples. Finally, determining trademark fair values also requires
significant judgments in determining both the estimated trademark cash flows,
and the appropriate royalty rates to be applied to those cash flows to determine
their fair value. We believe that we have made reasonable estimates and
judgments in determining whether our ships, goodwill and trademarks have been
impaired. However, if there is a material change in the assumptions used in our
determination of fair value or if there is a material change in the conditions
or circumstances influencing fair value, we could be required to recognize a
material impairment charge.



      Contingencies

      We periodically assess the potential liabilities related to any lawsuits
or claims brought against us, as well as for other known unasserted claims,
including environmental, legal, passenger and crew, and tax matters. While it is
typically very difficult to determine the timing and ultimate outcome of these
matters, we use our best judgment to determine if it is probable that we will
incur an expense related to the settlement or final adjudication of such matters
and whether a reasonable estimation of such probable loss, if any, can be made.
In assessing probable losses, we make estimates of the amount of insurance
recoveries, if any. We accrue a liability when we believe a loss is probable and
the amount of the loss can be reasonably estimated, in accordance with the
provisions of SFAS No. 5, "Accounting for Contingencies," as amended. Such
accruals are typically based on developments to date, management's estimates of
the outcomes of these matters, our experience in contesting, litigating and
settling other similar matters, historical claims experience and actuarially
determined assumptions of liabilities, and any related insurance coverage. See
Notes 8 and 13 in the accompanying financial statements for additional
information concerning our contingencies.

      Given the inherent uncertainty related to the eventual outcome of these
matters and potential insurance recoveries, it is possible that all or some of
these matters may be resolved for amounts materially different from any
provisions or disclosures that we may have made with respect to their
resolution. In addition, as new information becomes available, we may need to
reassess the amount of probable liability that needs to be accrued related to
our contingencies. All such revisions in our estimates could materially impact
our results of operations and financial position.

Results of Operations

      We earn our cruise revenues primarily from the following:

       - sales of passenger cruise tickets and, in some cases, the sale of air
         and other transportation to and from our ships. The cruise ticket price
         includes accommodations, meals, some non-alcoholic beverages,
         entertainment and many onboard activities, and

       - the sale of goods and/or services primarily on board our ships, which
         include bar and some beverage sales, casino gaming, shore excursions,
         gift shop and spa sales, photo and art sales and pre-and post cruise
         land packages. These activities are either performed directly by us or
         by independent concessionaires, from which we receive a percentage of
         their revenues.

      We incur cruise operating costs and expenses for the following:

       - the costs of passenger cruise tickets which represent costs that vary
         directly with passenger cruise ticket revenues, and include travel
         agent commissions, air and other travel related costs and credit card
         fees,

       - onboard and other cruise costs which represent costs that vary directly
         with onboard and other revenues, and include the costs of liquor and
         some beverages, costs of tangible goods sold by us from our gift, photo
         and art auction activities, pre- and post cruise land packages and
         credit card fees. Concession revenues do not have any significant
         amount of costs associated with them, as the costs and services
         incurred for these activities are provided by our concessionaires,

       - payroll and related costs which represent costs for all our shipboard
         personnel, including deck and engine officers and crew and hotel and
         administrative employees,

       - food costs, which include both our passenger and crew food costs, and

       - other ship operating costs which include fuel, repairs and maintenance,
         port charges, insurance, entertainment and all other shipboard
         operating costs and expenses.



      For segment information related to our revenues, expenses, operating
income and other financial information see Note 12 in the accompanying financial
statements.

      Summary

      Our reported and pro forma results of operations and selected statistical
information were as follows:



                                                    Years Ended November 30,
                                      -----------------------------------------------------
                                               Pro Forma   Reported    Pro Forma
                                               ---------   --------    ---------   Reported
                                      2004        2003        2003        2002        2002
                                      ----        ----        ----        ----        ----
                                    (dollars in millions, except statistical information)
                                                                     
Revenues
  Cruise
    Passenger tickets               $ 7,357     $ 5,732     $ 5,039     $ 5,128     $ 3,346
    Onboard and other                 2,070       1,600       1,420       1,356         898
  Other                                 300         264         259         284         139
                                    -------     -------     -------     -------     -------
                                      9,727       7,596       6,718       6,768       4,383
                                    -------     -------     -------     -------     -------
Costs and Expenses
  Operating
    Cruise
      Commissions, transportation
        and other                     1,572       1,227       1,021       1,121         658
      Onboard and other                 359         279         229         240         116
      Payroll and related             1,003         841         744         676         458
      Food                              550         447         393         381         256
      Other ship operating            1,763       1,428       1,237       1,149         734
    Other                               210         198         190         211         108
                                    -------     -------     -------     -------     -------
    Total                             5,457       4,420       3,814       3,778       2,330
  Selling and administrative          1,285       1,103         936         960         609
  Depreciation and amortization         812         653         585         534         382
  Impairment charge                                                          20          20
                                    -------     -------     -------     -------     -------
Operating Income                      2,173       1,420       1,383       1,476       1,042
Nonoperating Expense, Net              (272)       (185)       (160)       (148)        (83)
                                    -------     -------     -------     -------     -------
Income Before Income Taxes            1,901       1,235       1,223       1,328         959
Income Tax (Expense) Benefit,
  Net                                   (47)        (25)        (29)         46          57
                                    -------     -------     -------     -------     -------
Net Income                          $ 1,854     $ 1,210     $ 1,194     $ 1,374     $ 1,016
                                    =======     =======     =======     =======     =======

Selected Statistical Information
  Passengers carried
    (in thousands)                    6,306       5,422       5,038       4,725       3,549
                                    =======     =======     =======     =======     =======
  Occupancy percentage                104.5%      102.6%      103.4%      103.5%      105.2%
                                    =======     =======     =======     =======     =======


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



                                                         Years Ended November 30,
                                    ---------------------------------------------------------------------
                                                 Pro Forma       Reported        Pro Forma       Reported
                                                 ---------       --------        ---------       --------
                                    2004            2003            2003            2002            2002
                                    ----            ----            ----            ----            ----
                                                   (in millions, except ALBDs and yields)
                                                                                 
Cruise revenues
  Passenger tickets             $      7,357    $      5,732    $      5,039    $      5,128    $      3,346
  Onboard and other                    2,070           1,600           1,420           1,356             898
                                ------------    ------------    ------------    ------------    ------------
Gross cruise revenues                  9,427           7,332           6,459           6,484           4,244
Less cruise costs
  Commissions, transportation
    and other                         (1,572)         (1,227)         (1,021)         (1,121)           (658)
  Onboard and other                     (359)           (279)           (229)           (240)           (116)
                                ------------    ------------    ------------    ------------    ------------
Net cruise revenues             $      7,496    $      5,826    $      5,209    $      5,123    $      3,470
                                ============    ============    ============    ============    ============

ALBDs                             44,009,061      37,554,709      33,309,785      31,962,000      21,435,828
                                ============    ============    ============    ============    ============




                                                                                 
Gross revenue yields            $     214.21    $     195.23    $     193.91    $     202.85    $     198.01
                                ============    ============    ============    ============    ============

Net revenue yields              $     170.32    $     155.11    $     156.38    $     160.25    $     161.91
                                ============    ============    ============    ============    ============



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



                                                             Years Ended November 30,
                                        ----------------------------------------------------------------------
                                                     Pro Forma       Reported        Pro Forma        Reported
                                                     ---------       --------        ---------        --------
                                        2004            2003            2003            2002            2002
                                        ----            ----            ----            ----            ----
                                                   (in millions, except ALBDs and costs per ALBD)
                                                                                     
Cruise operating expenses           $      5,247    $      4,222    $      3,624    $      3,567    $      2,222
Cruise selling and
  administrative expenses                  1,231           1,054             896             912             577
                                    ------------    ------------    ------------    ------------    ------------
Gross cruise costs                         6,478           5,276           4,520           4,479           2,799
Less cruise costs included in net
  cruise revenues
    Commissions, transportation
      and other                           (1,572)         (1,227)         (1,021)         (1,121)           (658)
    Onboard and other                       (359)           (279)           (229)           (240)           (116)
                                    ------------    ------------    ------------    ------------    ------------
Net cruise costs                    $      4,547    $      3,770    $      3,270    $      3,118    $      2,025
                                    ============    ============    ============    ============    ============

ALBDs                                 44,009,061      37,554,709      33,309,785      31,962,000      21,435,828
                                    ============    ============    ============    ============    ============

Gross cruise costs per ALBD         $     147.20    $     140.50    $     135.69    $     140.15    $     130.54
                                    ============    ============    ============    ============    ============

Net cruise costs per ALBD           $     103.31    $     100.38    $      98.16    $      97.55    $      94.43
                                    ============    ============    ============    ============    ============


Fiscal 2004 ("2004") Compared to Pro Forma 2003 ("pro forma 2003") and Reported
Results 2003 ("reported 2003")

      Revenues

      Net cruise revenues increased $1.67 billion, or 29%, to $7.50 billion in
2004 from $5.83 billion in pro forma 2003. The 17.2% increase in ALBD's between
pro forma 2003 and 2004 accounted for $1.0 billion of the increase, and the
remaining $670 million was from increased net revenue yields, which increased
9.8% in 2004 compared to pro forma 2003 (gross revenue yields increased by
9.7%). Net revenue yields increased in 2004 primarily from higher cruise ticket
prices, a 1.9% increase in occupancy, higher onboard revenues and the weaker
U.S. dollar relative to the euro and sterling. Net revenue yields as measured on
a constant dollar basis, where we recompute 2004 net revenue yields at the
foreign currency exchange rates in effect for pro forma 2003, increased 6.6% in
2004. Gross cruise revenues increased $2.10 billion, or 29%, in 2004 to $9.43
billion from $7.33 billion in pro forma 2003 primarily for the same reasons as
net cruise revenues.

      Net cruise revenues increased $2.29 billion, or 44%, to $7.50 billion in
2004 from $5.21 billion in reported 2003. The 32.1% increase in ALBD's between
reported 2003 and 2004, which included P&O Princess for a full year in 2004, but
only since April 17, 2003 during 2003, accounted for $1.67 billion of the
increase, and the remaining $615 million was from increased net revenue yields,
which increased 8.9% in 2004 compared to 2003 (gross revenue yields increased by
10.5%). Net revenue yields increased primarily for the same reasons as noted
above. Gross cruise revenues increased $2.97 billion, or 46%, in 2004 to $9.43
billion from $6.46 billion for primarily the same reasons as net cruise
revenues.

      Onboard and other revenues included concession revenues of $261 million in
2004, $201 million in pro forma 2003 and $192 million in reported 2003, which
increased in 2004 compared to both pro forma 2003 and reported 2003 primarily
because of the same reasons noted above for net cruise revenues.

      Other non-cruise revenues increased $48 million, or 13.7%, to $398 million
in 2004 from $350 million in proforma 2003 (an increase of $53 million, or 15.4%
from $345 million in reported 2003) primarily due to the increase in the number
of cruise/tours sold, as well as price increases.



      Costs and Expenses

      Net cruise costs increased $777 million, or 21%, to $4.55 billion in 2004
from $3.77 billion in pro forma 2003. The 17.2% increase in ALBD's between pro
forma 2003 and 2004 accounted for $650 million of the increase, and the
remaining $127 million was from increased net cruise costs per ALBD, which
increased 2.9% in 2004 compared to pro forma 2003 (gross cruise costs per ALBD
increased 4.8%). Net cruise costs per ALBD increased primarily due to a 7.8%
increase in 2004 fuel prices and the weaker U.S. dollar relative to the euro and
the sterling in 2004. In addition, net cruise costs increased as a result of the
2004 Atlantic hurricane season and Cunard's $10 million of relocation costs,
resulting from combining the Cunard back-office operations into Princess'
operations. Net cruise costs per ALBD as measured on a constant dollar basis
compared to pro forma 2003 declined 0.5% in 2004. The decrease in constant
dollar net cruise costs was primarily the result of the economies of scale
associated with the pro forma 17.2% ALBD increase and synergy savings from the
integration efforts following the DLC transaction. Gross cruise costs increased
$1.20 billion, or 23%, in 2004 to $6.48 billion from $5.23 billion in pro forma
2003 primarily for the same reasons as net cruise costs.

      Net cruise costs increased $1.28 billion, or 39%, to $4.55 billion in 2004
from $3.27 billion in reported 2003. The increase in ALBD's between reported
2003 and 2004 accounted for $1.05 billion of the increase, and the remaining
$230 million was from increased net cruise costs per ALBD, which increased 5.2%
in 2004 compared to reported 2003 (gross cruise costs per ALBD increased 8.5%).
Net cruise costs per ALBD increased primarily for the same reasons as noted
above. Gross cruise costs increased $1.96 billion, or 43%, in 2004 to $6.48
billion from $4.52 billion in reported 2003 primarily for the same reasons as
net cruise costs and a higher proportion of P&O Princess brands' customers who
purchased air from us.

      Other non-cruise operating expense increased $24 million, or 8.5%, to $308
million in 2004 from $284 million in pro forma 2003 (an increase of $32 million,
or 11.6%, from $276 million in reported 2003) primarily due to the increased
volume of cruise/tours sold in 2004.

      Depreciation and amortization expense increased by $159 million, or 24.3%,
to $812 million in 2004 from $653 million in pro forma 2003 largely due to the
pro forma 17.2% expansion of the combined fleet and ship improvement
expenditures, as well as the impact of a weaker U.S. dollar. Depreciation and
amortization increased by $227 million, or 38.8%, to $812 million in 2004 from
$585 million in reported 2003. This increase was primarily due to the same
factors as noted above and the result of the consolidation of P&O Princess.

      Nonoperating (Expense) Income

      Net interest expense, excluding capitalized interest, increased to $292
million in 2004 from $217 million in reported 2003, or $75 million, which
increase consisted primarily of a $102 million increase in interest expense from
our increased level of average borrowings and a weaker U.S. dollar, partially
offset by a $27 million decrease in interest expense due to lower average
borrowing rates. The higher average debt balances were primarily a result of our
consolidation of the former P&O Princess debt and new ship deliveries.

      Income Taxes

      Income tax expense increased $18 million from reported 2003 to $47 million
in 2004 primarily because of the increase in Costa's Italian taxable income and
other taxes relating to our operations.

Pro Forma 2003 ("pro forma 2003") Compared to Pro Forma 2002 ("pro forma 2002")
and Reported Results 2003 ("reported 2003") Compared to Reported Results 2002
("reported 2002")

      Revenues

      Net cruise revenues increased $703 million, or 14%, to $5.83 billion in
pro forma 2003



from $5.12 billion in pro forma 2002. The 17.5% increase in pro forma ALBD's
accounted for $895 million of the increase, which was partially offset by a $192
million reduction from lower net revenue yields, which declined 3.2% in pro
forma 2003 compared to pro forma 2002 (gross revenue yields decreased 3.8%). Net
revenue yields decreased largely because of lower cruise ticket prices, and to a
lesser extent, lower occupancy levels. Our revenue yields in 2003 were adversely
affected by consumer concerns about travel during the period leading up to the
war with Iraq and its eventual outbreak, the uncertain world economy and the
increase in cruise industry capacity. This was partially offset by the weaker
U.S. dollar. Gross cruise revenues increased $848 million, or 13%, in pro forma
2003 to $7.33 billion from $6.48 billion in pro forma 2002 primarily for the
same reasons as net cruise revenues.

      Net cruise revenues increased $1.74 billion, or 50%, to $5.21 billion in
reported 2003 from $3.47 billion in reported 2002. The 55.4% increase in
reported ALBD's, which only included P&O Princess since April 17, 2003,
accounted for $1.92 billion of the increase, which was partially offset by $185
million from lower net revenue yields, which declined 3.4% in reported 2003
compared to reported 2002 (gross revenue yields decreased 2.1%). Net revenue
yields decreased primarily for the same reasons as noted above. Gross cruise
revenues increased $2.22 billion, or 52%, in reported 2003 to $6.46 billion from
$4.24 billion in reported 2002 primarily for the same reasons as net cruise
revenues.

      Onboard and other revenues included concession revenues of $201 million in
pro forma 2003, $156 million in pro forma 2002, $192 million in reported 2003
and $147 million in reported 2002.

      Other non-cruise revenues increased $169 million, or 96%, to $345 million
in reported 2003 from $176 million in reported 2002 due to the consolidation of
Princess Tours and P&O Travel Ltd.

      Costs and Expenses

      Net cruise costs increased $652 million, or 21%, to $3.77 billion in pro
forma 2003 from $3.12 billion in pro forma 2002. The 17.5% increase in pro forma
ALBD's accounted for $546 million of the increase, and the remaining $106
million was from increased net cruise costs per ALBD, which increased 2.9% in
pro forma 2003 compared to pro forma 2002 (gross cruise cost per ALBD increased
0.2%). Net cruise costs per ALBD increased primarily due to a 20% increase in
fuel prices and the weak U.S. dollar relative to the euro and the sterling,
partially offset by the economies of scale associated with the 17.5% pro forma
ALBD increase. Gross cruise costs increased $797 million, or 18%, in pro forma
2003 to $5.28 billion from $4.45 billion in pro forma 2002 primarily for the
same reasons as net cruise costs.

      Net cruise costs increased $1.25 billion, or 61%, to $3.27 billion in
reported 2003 from $2.03 billion in reported 2002. The increase in reported
ALBD's accounted for $1.12 billion of the increase and the remaining $130
million was from increased net cruise costs per ALBD, which increased 3.9% in
reported 2003 compared to reported 2002 (gross cruise cost per ALBD increased
3.9%). Gross cruise costs increased $1.72 billion, or 61%, in reported 2003 to
$4.52 billion from $2.80 billion in reported 2002 primarily for the same reasons
as net cruise costs and a higher proportion of P&O Princess brands' customers
who purchased air from us.

      Other non-cruise operating expense increased $131 million, or 90.3%, to
$276 million in reported 2003 from $145 million in reported 2002 due to the
consolidation of Princess Tours and P&O Travel.

      Depreciation and amortization expense increased by $119 million, or 22.3%,
to $653 million in pro forma 2003 from $534 million in pro forma 2002 largely
due to the expansion of the combined fleet and ship improvement expenditures, as
well as the impact of a weaker U.S. dollar. Depreciation and amortization
increased by $203 million, or 53.1%, to $585 million in reported 2003 from $382
million in reported 2002. Approximately $126 million of this increase was from
the consolidation of the former P&O Princess acquired operations. The majority
of the remaining increase was a result of the expansion of the Carnival
Corporation fleet and ship improvement expenditures.



      Nonoperating (Expense) Income

      Net interest expense, excluding capitalized interest, increased to $217
million in reported 2003 from $118 million in reported 2002, or $99 million,
which increase consisted primarily of a $125 million increase in interest
expense from our increased level of average borrowings and a weaker U.S. dollar,
partially offset by a $31 million decrease in interest expense due to lower
average borrowing rates. The higher average debt balances were primarily a
result of our consolidation of the former P&O Princess debt and new ship
deliveries.

      Income Taxes

      The income tax expense of $29 million in reported 2003 was primarily due
to the consolidation of Carnival plc's U.S. based Princess Tours and Costa's
Italian taxable income.

Liquidity and Capital Resources

      Sources and Uses of Cash

      Our business provided $3.22 billion of net cash from operations during
fiscal 2004, an increase of $1.28 billion, or 66.4%, compared to fiscal 2003,
due primarily to a full year in 2004 of the P&O Princess operations and
significantly higher cash flows from operations. We continue to generate
substantial cash from operations and remain in a strong financial position.

      During fiscal 2004, our net expenditures for capital projects were $3.59
billion, of which $3.22 billion was spent for our ongoing new shipbuilding
program, including the final delivery payments for seven new ships. The
remaining capital expenditures consisted primarily of $219 million for ship
improvements and refurbishments, and $151 million for Alaska tour assets, cruise
port facility developments and information technology assets.

      During fiscal 2004, we borrowed $843 million, which were used primarily to
finance a portion of the Diamond Princess and Sapphire Princess purchase prices.
During fiscal 2004, we made $932 million of debt repayments, which included $330
million of debt repaid prior to its maturity date in order to reduce our
borrowing rates. Finally, we borrowed $272 million of net short-term bank
borrowings primarily to make a portion of the final ship delivery payment for
the Costa Magica. We also paid cash dividends of $400 million in fiscal 2004.

      Future Commitments and Funding Sources

      At November 30, 2004, our contractual cash obligations, and the effects
such obligations are expected to have on our liquidity and cash flow in future
periods were as follows (in millions):



                                                  Payments Due by Fiscal Year
                                      ---------------------------------------------------
Contractual Cash
  Obligations               Total     2005     2006     2007     2008     2009  Thereafter
- ---------------             -----     ----     ----     ----     ----     ----  ----------
                                                             
Long-term debt(a)          $ 7,572   $1,281   $1,686   $1,058   $1,435   $  141   $1,971
Short-term borrowings(a)       381      381
Fixed-rate interest
  payments(a)                1,675      211      162      146      210      103      843
Shipbuilding(a)              6,227    1,540    1,400    1,330    1,600      357
Port facilities and
  other(a)                     806      135       92       73       72       66      368
Operating leases(a)            231       51       37       25       21       18       79
Purchase obligations(b)        465      438       14        9        4
Other long-term
  liabilities reflected
  on the balance
  sheet(c)                     284       29       18       18       20       19      180
                           -------   ------   ------   ------   ------   ------   ------
Total contractual
  cash obligations(d)      $17,641   $4,066   $3,409   $2,659   $3,362   $  704   $3,441
                           =======   ======   ======   ======   ======   ======   ======


(a)   See Notes 6 and 7 in the accompanying financial statements for additional
      information regarding these contractual cash obligations. Fixed-rate
      interest payments represent



      cash outflows for fixed interest payments, including interest swapped from
      a variable- rate to a fixed-rate, but does not include interest payments
      on variable-rate debt or interest swapped from a fixed-rate to a
      variable-rate, because these amounts cannot be reasonably estimated.

(b)   Represents legally-binding commitments to purchase inventory and other
      goods and services made in the normal course of business to meet
      operational requirements. Many of our contracts contain clauses that allow
      us to terminate the contract with notice, and with or without a
      termination penalty. Termination penalties are generally an amount less
      than the original obligation. Historically, we have not had any
      significant defaults of our contractual obligations or incurred
      significant penalties for termination of our contractual obligations.

(c)   Represents cash outflows for certain of our long-term liabilities that
      could be reasonably estimated. The primary outflows are for estimates of
      our employee benefit plan obligations, certain deferred income taxes and
      other long-term liabilities. Other long-term liabilities, such as deferred
      income, derivative contracts payable, which convert fixed rate debt to
      variable rate debt, fair value of hedged commitments and certain deferred
      income taxes, have been excluded from the table as they do not require
      cash settlement in the future or the timing of the cash outflow cannot be
      reasonably estimated.

(d)   Foreign currency payments are based on the November 30, 2004 exchange
      rates.

      During 2004, the Board of Directors authorized the repurchase of up to $1
billion of Carnival Corporation or Carnival plc shares commencing in 2005,
subject to certain repurchase restrictions on Carnival plc shares.

      At November 30, 2004, we had liquidity of $3.20 billion, which consisted
of $660 million of cash and cash equivalents and short-term investments and
$2.54 billion available for borrowing under our revolving credit facilities. Our
revolving credit facilities mature in May and June 2006, except for Carnival
plc's 600 million euro facility, which expires in March 2005, and is currently
expected to be renewed for an additional year. No assurance can be given that we
will be successful in extending this facility. A key to our access to liquidity
is the maintenance of our strong credit ratings.

      Based primarily on our historical results, current financial condition and
future forecasts, we believe that our existing liquidity and cash flow from
future operations will be sufficient to fund most of our expected capital
projects, debt service requirements, dividend payments, working capital and
other firm commitments. In addition, based on our future forecasted operating
results and cash flows for fiscal 2005, we expect to be in compliance with our
debt covenants during 2005. However, our forecasted cash flow from future
operations, as well as our credit ratings, may be adversely affected by various
factors, including, but not limited to, those factors noted under "Cautionary
Note Concerning Factors That May Affect Future Results." To the extent that we
are required, or choose, to fund future cash requirements, including our future
shipbuilding commitments, from sources other than as discussed above, we believe
that we will be able to secure such financing from banks or through the offering
of debt and/or equity securities in the public or private markets. No assurance
can be given that our future operating cash flow will be sufficient to fund
future obligations or that we will be able to obtain additional financing, if
necessary.

Off-Balance Sheet Arrangements

      We are not a party to any off-balance sheet arrangements, including
guarantee contracts, retained or contingent interests, certain derivative
instruments and variable interest entities, that either have, or are reasonably
likely to have, a current or future material effect on our financial statements.

Foreign Currency Exchange Rate Risks

      In 2003, we broadened our global presence through Carnival plc's foreign
operations, in addition to the foreign currency denominated operations of our
Costa subsidiary. Specifically, our expanded international business operations
through P&O Cruises, Ocean Village and Swan Hellenic in the UK and AIDA in
Germany subject us to an increasing level of foreign currency exchange risk
related to the sterling and euro because these operations have either the
sterling or the euro as their functional currency. Accordingly, exchange rate
fluctuations of the sterling and the euro against the dollar will effect our
reported financial results since the reporting currency for our consolidated
financial statements is the U.S. dollar and the functional currency for our
international operations is generally the local currency. Any weakening of the
U.S. dollar against these local functional currencies has the financial
statement effect of increasing the U.S. dollar values reported for cruise
revenues and cruise expenses in our consolidated financial statements.
Strengthening of the U.S. dollar has the opposite effect.

      We seek to minimize the impact of fluctuations in foreign currency
exchange rates through our normal operating and financing activities, including
netting certain exposures to take advantage of any natural offsets and, when
considered appropriate, through the use of derivative financial instruments. The
financial impacts of these hedging instruments are generally offset by
corresponding changes in the underlying exposures being hedged. Our policy is to
not use any financial instruments for trading or other speculative purposes.



      One of our primary foreign currency exchange rate risks is related to our
outstanding commitments under ship construction contracts denominated in a
currency other than the functional currency of the cruise brand that is expected
to be operating the ship. These currency commitments are affected by
fluctuations in the value of the functional currency as compared to the currency
in which the shipbuilding contract is denominated. We generally use foreign
currency swaps to manage foreign currency exchange rate risk from ship
construction contracts (see Notes 2, 7 and 11 in the accompanying financial
statements). Accordingly, increases and decreases in the fair value of these
foreign currency swaps offset changes in the fair value of the foreign currency
denominated ship construction commitments, thus resulting in the elimination of
such risk.

      Specifically, we have foreign currency swaps for three of our euro
denominated shipbuilding contracts. At November 30, 2004, the fair value of
these foreign currency swaps was an unrealized gain of $219 million which is
recorded, along with an offsetting $219 million fair value liability related to
our shipbuilding firm commitments, on our accompanying 2004 balance sheet. Based
upon a 10% strengthening or weakening of the U.S. dollar compared to the euro as
of November 30, 2004, assuming no changes in comparative interest rates, the
estimated fair value of these foreign currency swaps would decrease or increase
by $105 million, which would be offset by a decrease or increase of $105 million
in the U.S. dollar value of the related foreign currency ship construction
commitments resulting in no net dollar impact to us.

      However, at November 30, 2004, we also have three shipbuilding contracts
denominated in euros, one of which has been assigned to a sterling functional
currency company and two, which are still unassigned, for which we have not
entered into any foreign currency swaps. At current exchange rates, it is most
likely that these two contracts will be assigned to one of our cruise brands
whose functional currency is the euro or sterling.

      The cost of shipbuilding orders that we may place in the future for our
cruise lines who generate their cash flows in a currency that is different than
the shipyard's operating currency, generally the euro, is expected to be
affected by foreign currency exchange rate fluctuations. Given the decline in
the U.S. dollar relative to the euro, the U.S. dollar cost to order new cruise
ships at current exchange rates has increased significantly. If the U.S. dollar
remains at current levels or declines further, this may affect our ability to
order future new cruise ships for U.S. dollar functional currency brands.

      Finally, we consider our investments in foreign subsidiaries to be
denominated in relatively stable currencies and of a long-term nature. We
partially address these exposures by denominating a portion of our debt or
entering into foreign currency swaps in our subsidiaries' functional currencies
(generally euros or sterling). Specifically, we have debt of $2.2 billion in
euros and $415 million in sterling and have $887 million of foreign currency
swaps, whereby we have converted $251 million of U.S. dollar debt into sterling
debt, $466 million of U.S. dollar debt into euro debt and $170 million of euro
debt into sterling debt, thus partially offsetting this foreign currency
exchange rate risk. At November 30, 2004, the fair value of these foreign
currency swaps was an unrealized loss of $137 million, which is recorded in AOCI
and offsets a portion of the gains recorded in AOCI upon translating these
foreign subsidiaries net assets into U.S. dollars. Based upon a 10% hypothetical
increase or decrease in the November 30, 2004 foreign currency exchange rate, we
estimate that these contracts fair values would increase or decrease by $89
million, which



would be offset by a decrease or increase of $89 million in the U.S. dollar
value of our net investments.

Interest Rate Risks

      We seek to minimize the impact of fluctuations in interest rates through
our long-term investment and debt portfolio strategies, which include entering
into a substantial amount of fixed rate debt instruments. We continuously
evaluate our debt portfolio, and make periodic adjustments to the mix of
floating rate and fixed rate debt based on our view of interest rate movements
through the use of interest rate swaps. Accordingly in 2003 and 2001, we entered
into fixed to variable interest rate swaps, which lowered our fiscal 2004, 2003
and 2002 interest costs, and are also expected to lower our fiscal 2005 interest
costs. At November 30, 2004, 68% of the interest cost on our long-term debt was
effectively fixed and 32% was variable, including the effect of our interest
rate swaps.

      Specifically, we have interest rate swaps at November 30, 2004, which
effectively changed $929 million of fixed rate debt to Libor-based floating rate
debt. In addition, we have interest rate swaps at November 30, 2004, which
effectively changed $828 million of euribor floating rate debt to fixed rate
debt. The fair value of our long-term debt and interest rate swaps at November
30, 2004 was $8.46 billion. Based upon a hypothetical 10% decrease or increase
in the November 30, 2004 market interest rates, the fair value of our long-term
debt and interest rate swaps would increase or decrease by approximately $100
million and interest expense on our variable rate debt, including the effect of
our interest rate swaps, would increase or decrease by approximately $8 million.

      In addition, based upon a hypothetical 10% decrease or increase in
Carnival Corporation's November 30, 2004 common stock price, the fair value of
our convertible notes would increase or decrease by approximately $230 million.

      These hypothetical amounts are determined by considering the impact of the
hypothetical interest rates and common stock price on our existing long-term
debt and interest rate swaps. This analysis does not consider the effects of the
changes in the level of overall economic activity that could exist in such
environments or any relationships which may exist between interest rate and
stock price movements. Furthermore, since substantially all of our fixed rate
long-term debt cannot currently be called or prepaid and $828 million of our
variable rate long-term debt is subject to interest rate swaps which effectively
fix the interest rate, it is unlikely we would be able to take any significant
steps in the short-term to mitigate our exposure in the unlikely event of a
significant decrease in market interest rates.

 Bunker Fuel Price Risks

      We have typically not used financial instruments to hedge our exposure to
the bunker fuel price market risk. Based upon a 10% hypothetical increase or
decrease in our fiscal 2004 average bunker fuel price of $194 per ton, we
estimate that our fiscal 2005 bunker fuel cost would increase or decrease by
approximately $55 million.

Selected Financial Data

      The selected consolidated financial data presented below for fiscal 2000
through 2004 and as of the end of each such year, are derived from our audited
financial statements and should be read in conjunction with those financial
statements and the related notes.



                                                        Years Ended November 30,
                                      -------------------------------------------------------------------
                                      2004           2003           2002             2001             2000
                                      ----           ----           ----             ----             ----
                                            (in millions, except per share and other operating data)
                                                                                   
Statement of Operations
  and Cash Flow Data(a)(b)
Revenues                          $     9,727    $     6,718    $     4,383      $     4,549      $     3,791
Operating income                  $     2,173    $     1,383    $     1,042      $       892      $       983
Net income(c)                     $     1,854    $     1,194    $     1,016(d)   $       926(d)   $       965
Earnings per share(c)
  Basic                           $      2.31    $      1.66    $      1.73      $      1.58      $      1.61




                                                                                   
  Diluted(e)                      $      2.24    $      1.63    $      1.69      $      1.57      $      1.60
Dividends declared
  per share                       $     0.525    $     0.440    $     0.420      $     0.420      $     0.420
Cash from operations              $     3,216    $     1,933    $     1,469      $     1,239      $     1,280
Capital expenditures              $     3,586    $     2,516    $     1,986      $       827      $     1,003

Other Operating Data(a)(b)
Available lower berth days(f)      44,009,061     33,309,785     21,435,828       20,685,123       15,888,404
Passengers carried                  6,306,168      5,037,553      3,549,019        3,385,280        2,669,153
Occupancy percentages(g)                104.5%         103.4%         105.2%           104.7%           105.4%





                                                    As of November 30,
                                     -----------------------------------------------
                                     2004       2003       2002       2001      2000
                                     ----       ----       ----       ----      ----
                                            (in millions, except percentages)
                                                                 
Balance Sheet and Other
  Data (a)(b)

Total assets                        $27,636    $24,491    $12,335    $11,564    $9,831
Long-term debt, excluding
  current portion                   $ 6,291    $ 6,918    $ 3,014    $ 2,955    $2,099
Total shareholders' equity          $15,760    $13,793    $ 7,418    $ 6,591    $5,871
Debt to capital(h)                     33.5%      34.9%      29.9%      31.1%     28.6%


(a)   Includes the results of Carnival plc since April 17, 2003. Accordingly,
      the information for 2004 and 2003 is not comparable to the prior periods.
      Our results for the three years prior to fiscal 2004, were negatively
      affected by a number of factors affecting consumers' vacation demands
      including, among other things, armed conflicts in the Middle East and
      elsewhere, terrorist attacks in the U.S. and elsewhere, the uncertain
      worldwide economy and adverse publicity surrounding these and other
      events.

(b)   From June 1997 through September 28, 2000, we owned 50% of Costa. On
      September 29, 2000, we completed the acquisition of the remaining 50%
      interest in Costa. We accounted for this transaction using the purchase
      accounting method. In fiscal 2000, we accounted for our 50% interest in
      Costa using the equity method. Commencing in fiscal 2001, Costa's results
      of operations have been consolidated. Our November 30, 2000 and subsequent
      consolidated balance sheets include Costa's balance sheet. The statistical
      information for 2000 does not include Costa.

(c)   Effective December 1, 2001, we adopted SFAS No. 142, which required us to
      stop amortizing goodwill as of December 1, 2001. If amortization of
      goodwill had not been recorded for fiscal 2001 and 2000, our adjusted net
      income and adjusted basic and diluted earnings per share would have been
      as follows (in millions, except per share data):

                                                 Years Ended November 30,
                                                 ------------------------
                                                      2001       2000
                                                      ----       ----

      Net income                                      $ 926      $ 965
      Goodwill amortization                              26         23
                                                      -----      -----
      Adjusted net income                             $ 952      $ 988
                                                      =====      =====

      Adjusted earnings per share
        Basic                                         $1.63      $1.65
                                                      =====      =====
        Diluted                                       $1.61      $1.64
                                                      =====      =====

      As required by EITF No. 04-08, we have retroactively restated our 2001
      diluted earnings per share amount and reduced it from the previously
      reported amount by $0.01.

(d)   Our net income for fiscal 2002 and 2001 includes an impairment charge of
      $20 million and $140 million, respectively, and fiscal 2001 includes a
      nonoperating net gain of $101 million from the sale of our investment in
      Airtours plc. In addition, fiscal 2002 includes a $51 million income tax
      benefit as a result of an Italian investment incentive.

(e)   During the fourth quarter of 2004, we elected to early adopt EITF No.
      04-08. As required by EITF No. 04-08, we have retroactively restated our
      2003, 2002 and 2001 diluted



      earnings per share amounts and reduced them from the previously reported
      amounts by $0.03, $0.04, and $0.01, respectively.

(f)   Total annual passenger capacity for the period, assuming two passengers
      per cabin, that we offered for sale, which is computed by multiplying
      passenger capacity by revenue- producing ship operating days in the
      period.

(g)   In accordance with cruise industry practice, occupancy percentage 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 more than two passengers occupied some
      cabins.

(h)   Percentage of total debt to the sum of total debt and shareholders'
      equity.

Market Price for Common Stock and Ordinary Shares

      Carnival Corporation's common stock, together with paired trust shares of
beneficial interest in the P&O Princess Special Voting Trust (which holds a
Special Voting Share of Carnival plc), is traded on the NYSE under the symbol
"CCL". Effective April 22, 2003, Carnival plc's ordinary shares trade on the
London Stock Exchange under the symbol "CCL" (formerly traded under "POC").
Effective April 21, 2003, Carnival plc's ADSs, each one of which represents one
Carnival plc ordinary share, are traded on the NYSE under the symbol "CUK"
(formerly traded under "POC"). The depository for the ADSs is JPMorgan Chase
Bank. The high and low stock sales price for the periods indicated were as
follows:

   Carnival Corporation
                                High         Low
                                ----         ---

Fiscal 2004
  Fourth Quarter               $53.65      $45.29
  Third Quarter                $48.05      $41.55
  Second Quarter               $46.50      $40.05
  First Quarter                $46.30      $34.95

Fiscal 2003
  Fourth Quarter               $35.99      $32.76
  Third Quarter                $36.04      $30.50
  Second Quarter               $30.74      $20.34
  First Quarter                $28.15      $21.86

   Carnival plc
                           Price per Ordinary
                               Share (GBP)                Price per ADS (USD)
                               -----------                -------------------
                             High            Low            High       Low
                             ----            ---            ----       ---
Fiscal 2004
  Fourth Quarter       (pound)30.89      (pound)26.22      $57.15     $47.43
  Third Quarter        (pound)27.30      (pound)23.65      $50.03     $43.85
  Second Quarter       (pound)26.72      (pound)22.98      $48.05     $41.20
  First Quarter        (pound)26.12      (pound)20.30      $49.21     $35.13

Fiscal 2003(a)
  Fourth Quarter       (pound)21.80      (pound)18.72      $35.71     $31.21
  Third Quarter        (pound)21.80      (pound)16.50      $33.98     $27.92
  Second Quarter       (pound)17.41      (pound)11.24      $28.50     $18.54
  First Quarter        (pound)16.82      (pound)11.97      $26.22     $19.97

(a)   Per share price prior to the DLC transaction on April 17, 2003 has been
      adjusted for the effect of the consolidation of each 3.3289 existing
      shares into one share effected in connection with the DLC transaction.

      As of February 7, 2005, there were approximately 3,965 holders of record
of Carnival Corporation common stock and 58,404 holders of record of Carnival
plc ordinary shares and 72 holders of record of Carnival plc ADSs. The past
performance of our stock prices cannot be relied on as a guide to their future
performance.



      Since the completion of the DLC transaction, Carnival plc dividends per
share are the same as Carnival Corporation's per share dividends and are
declared in U.S. dollars. Carnival plc UK ordinary shareholders can elect to
receive these dividends either in U.S. dollars or sterling, based upon a current
U.S. dollar to sterling exchange rate announced prior to the dividend payment
date.

Selected Quarterly Financial Data (Unaudited)

      Our revenue from the sale of passenger tickets is seasonal, with our third
quarter being the strongest. Historically, demand for cruises has been greatest
during our third fiscal quarter, which includes the Northern Hemisphere summer
months. The consolidation of P&O Princess brands has caused our quarterly
results to be more seasonal than we had previously experienced, as their
business is more seasonal. 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.

      Quarterly financial results for fiscal 2004 were as follows:

                                         Quarters Ended
                       ----------------------------------------------------
                       February 29    May 31      August 31     November 30
                       -----------    ------      ---------     -----------
                                (in millions, except per share data)

Revenues                $1,981        $2,257        $3,246         $2,243
Operating income        $  260        $  406        $1,160         $  347
Net income              $  203        $  332        $1,025         $  294
Earnings per share
  Basic                 $ 0.25        $ 0.41        $ 1.28         $ 0.37
  Diluted               $ 0.25        $ 0.40(a)     $ 1.22(a)      $ 0.36
Dividends declared
  per share             $0.125        $0.125        $0.125         $ 0.15

Quarterly financial results for fiscal 2003 were as follows:

                                          Quarters Ended
                        ----------------------------------------------------
                        February 28    May 31      August 31     November 30
                        -----------    ------      ---------     -----------
                                (in millions, except per share data)

Revenues                 $1,035        $1,342        $2,524         $1,817
Operating income         $  132        $  168        $  809         $  274
Net income               $  127(b)     $  128(c)     $  734         $  205
Earnings per share
  Basic                  $ 0.22        $ 0.19        $ 0.92         $ 0.26
  Diluted                $ 0.22        $ 0.19        $ 0.88(a)      $ 0.26
Dividends declared
  per share              $0.105        $0.105        $0.105         $0.125

(a)   Diluted earnings per share prior to the fourth quarter of 2004 have been
      restated for the early adoption of EITF No. 04-08 and reduced from the
      previously reported amounts by $0.01, $0.01 and $0.02 for the quarters
      ended May 31 and August 31 of 2004 and August 31, 2003, respectively.

(b)   Included $19 million of income from net insurance proceeds.

(c)   Included $16 million of expenses related to litigation and other charges
      associated with the DLC transaction.



Glossary of Terms

The attached financial statements include certain U.S. accounting terminology,
which may not be familiar to a UK reader. This glossary of terms is provided to
assist in interpreting these financial statements.

UK Terms                                     U.S. Terms

Acquisition accounting                      Purchase method of accounting

Associate/Joint venture                     Equity investment

Called up share capital                     Common stock at par value

Creditors                                   Payables

Debtors                                     Receivables

Finance lease                               Capital lease

Financial year                              Fiscal year

Gearing                                     Debt/Capital (debt plus equity)

Interest payable                            Interest expense

Interest receivable                         Interest income

Profit                                      Income

Profit and loss account                     Statement of operations

Profit and loss account reserves            Retained earnings

Profit for the financial year               Net income

Provisions                                  Liabilities or reserves

Share premium                               Additional paid-in capital

Shareholders' funds                         Shareholders' equity

Stocks                                      Inventories

Tangible fixed assets                       Property, plant and equipment

Turnover                                    Revenue

EX-21

                                                                      Exhibit 21

Significant Subsidiaries of Carnival Corporation and Carnival plc(1)

                                               Jurisdiction of Incorporation
       Name of Subsidiary                             or Organization
       ------------------                             ---------------

    Costa Crociere, S.p.A.(2)                         Italy
    Costa Finance, S.A.(3)                            Luxembourg
    Costa Holdings, Srl(4)                            Italy
    HAL Antillen N.V.                                 Netherlands Antilles
    HAL Buitenland B.V.(5)                            Netherlands
    Holland America Line N.V.(6)                      Netherlands Antilles
    Princess Bermuda Holdings Ltd.(7)                 Bermuda
    Princess Cruise Lines Ltd.(8)                     Bermuda
    Sitmar International Srl ("Sitmar")               Panama
    Sunshine Shipping Corp. ("Sunshine")(9)           Bermuda

(1)   Carnival Corporation, incorporated in the Republic of Panama, and Carnival
      plc, incorporated in England and Wales, are separate legal entities, which
      have entered into a DLC structure as discussed in Notes 1 and 3 to the
      Consolidated Financial Statements in Exhibit 13 to the joint Annual Report
      on Form 10-K. We have accounted for the DLC transaction under U.S. GAAP as
      an acquisition of Carnival plc by Carnival Corporation. Accordingly, we
      have determined the significant subsidiaries based upon the consolidated
      results of operations and financial position of Carnival Corporation &
      plc.

(2)   Subsidiary of Costa Holdings, Srl and Carnival plc

(3)   Subsidiary of HAL Buitenland B.V. and Carnival plc

(4)   Subsidiary of Costa Finance, S.A. and Carnival plc

(5)   Subsidiary of Carnival plc

(6)   Subsidiary of HAL Antillen N.V.

(7)   Subsidiary of Sitmar

(8)   Subsidiary of Sunshine

(9)   Subsidiary of Princess Bermuda Holdings Ltd.

EX-23

                                                                      Exhibit 23

Consent of Independent Registered Certified Public Accounting Firm

      We hereby consent to the incorporation by reference in the joint
Registration Statements on Form S-3 of Carnival Corporation and Carnival plc
(File Nos. 333-113310, 333-106850, 333-106553, 333-106293, 333-72729, 333-68999
and 333-43269), the Registration Statements on Form S-8 of Carnival Corporation
(File Nos. 333-105672, 333-87036, 333-67394, 333-60558, 333-43885, 33-53099,
33-51195, 33-45287 and 33-26898) and the Registration Statements on Form S-8 of
Carnival plc (File Nos. 333-104609, 333-84968, 333-13794 and 333-12742), of our
report, dated February 11, 2005, relating to the financial statements and
management's assessment of the effectiveness of internal control over financial
reporting appearing in the joint Annual Report to Shareholders of Carnival
Corporation and Carnival plc, which is incorporated in this joint Annual Report
on Form 10-K.


/s/PricewaterhouseCoopers LLP

Miami, Florida
February 11, 2005

EX-31.1

                                                                    Exhibit 31.1

I, Micky Arison, certify that:

1. I have reviewed this annual report on Form 10-K of Carnival Corporation;

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

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

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

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

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

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

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

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

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

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

Date: February 14, 2005


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

EX-31.2

                                                                    Exhibit 31.2

I, Howard S. Frank, certify that:

1. I have reviewed this annual report on Form 10-K of Carnival Corporation;

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

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

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

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

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

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

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

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

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

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

Date: February 14, 2005


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

EX-31.3

                                                                    Exhibit 31.3

I, Gerald R. Cahill, certify that:

1. I have reviewed this annual report on Form 10-K of Carnival Corporation;

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

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

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

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

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

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

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

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

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

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

Date: February 14, 2005


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

EX-31.4

                                                                    Exhibit 31.4

I, Micky Arison, certify that:

1. I have reviewed this annual report on Form 10-K of Carnival plc;

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

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

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

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

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

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

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

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

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

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

Date: February 14, 2005


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

EX-31.5

                                                                    Exhibit 31.5

I, Howard S. Frank, certify that:

1. I have reviewed this annual report on Form 10-K of Carnival plc;

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

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

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

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

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

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

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

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

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

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

Date: February 14, 2005


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

EX-31.6

                                                                    Exhibit 31.6

I, Gerald R. Cahill, certify that:

1. I have reviewed this annual report on Form 10-K of Carnival plc;

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

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

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

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

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

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

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

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

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

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

Date: February 14, 2005


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

EX-32.1

                                                                    Exhibit 32.1

      In connection with the Annual Report on Form 10-K for the year ended
November 30, 2004 as filed by Carnival Corporation with the Securities and
Exchange Commission on the date hereof (the "Report"), I certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

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

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

Date: February 14, 2005

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

EX-32.2

                                                                    Exhibit 32.2

      In connection with the Annual Report on Form 10-K for the year ended
November 30, 2004 as filed by Carnival Corporation with the Securities and
Exchange Commission on the date hereof (the "Report"), I certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

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

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

Date: February 14, 2005

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

EX-32.3

                                                                    Exhibit 32.3

      In connection with the Annual Report on Form 10-K for the year ended
November 30, 2004 as filed by Carnival Corporation with the Securities and
Exchange Commission on the date hereof (the "Report"), I certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

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

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

Date: February 14, 2005

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

EX-32.4

                                                                    Exhibit 32.4

      In connection with the Annual Report on Form 10-K for the year ended
November 30, 2004 as filed by Carnival plc with the Securities and Exchange
Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

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

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

Date: February 14, 2005

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

EX-32.5

                                                                    Exhibit 32.5

      In connection with the Annual Report on Form 10-K for the year ended
November 30, 2004 as filed by Carnival plc with the Securities and Exchange
Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

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

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

Date: February 14, 2005

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

EX-32.6

                                                                    Exhibit 32.6

      In connection with the Annual Report on Form 10-K for the year ended
November 30, 2004 as filed by Carnival plc with the Securities and Exchange
Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

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

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

Date: February 14, 2005

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