8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 26, 2010

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

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

1-9610	1-15136
(Commission File Number)	(Commission File Number)

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

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

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

None	None
(Former name or former address, if changed since last report.)	(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01 Other Events.

In connection with the previously announced sales of up to 25 million ordinary shares of Carnival plc described herein, Carnival Corporation & plc is filing certain additional information as Exhibit 99.1 to this report. This information shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is incorporated by reference into any filing of either Carnival Corporation or Carnival plc, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Additional Information (filed pursuant to Item 8.01).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARNIVAL CORPORATION		CARNIVAL PLC
By:	/s/ Larry Freedman	By:	/s/ Larry Freedman
Name:	Larry Freedman	Name:	Larry Freedman
Title:	Chief Accounting Officer and Vice President-Controller	Title:	Chief Accounting Officer and Vice President-Controller
Date: March 26, 2010		Date: March 26, 2010

Exhibit Index

Exhibit No.	Description
Exhibit 99.1	Additional Information (filed pursuant to Item 8.01)

EX-99.1

Exhibit 99.1

Additional Information

March 26, 2010

On March 23, 2010, Carnival Corporation & plc reported net income of $175 million, or $0.22 diluted EPS, on revenues of $3.1 billion for its first quarter ended February 28, 2010. Net income for the first quarter of 2009 was $260 million, or $0.33 diluted EPS, on revenues of $2.9 billion. The 2010 first quarter included a $0.05 gain from the sale of P&O Cruises’ Artemis. In addition, higher fuel prices reduced earnings in the 2010 first quarter by $0.22 per share as compared to the prior year.

Key metrics for the first quarter of 2010 compared to the prior year were as follows:

• On a constant dollar basis net revenue yields (net revenue per available lower berth day) decreased 2.3 percent for Q1 2010, which was better than our December guidance of down 3 to 4 percent. Net revenue yields in current dollars increased 1.0 percent due to favorable currency exchange rates. Gross revenue yields decreased 1.3 percent in current dollars driven by lower air transportation revenue.

• Excluding fuel and the gain on the sale of Artemis, net cruise cost per available lower berth day (“ALBD”) declined 4.5 percent in constant dollars, which was better than our December guidance of down 2 to 3 percent.

• Including fuel and the gain on the ship sale, net cruise costs per ALBD increased 3.5 percent on a constant dollar basis (increased 6.2 percent in current dollars). Gross cruise costs per ALBD increased 1.7 percent in current dollars.

• Fuel price increased 80 percent to $497 per metric ton for Q1 2010 from $276 per metric ton in Q1 2009 and was higher than the December guidance of $474 per metric ton.

During the first quarter of 2010 the company announced that the Board of Directors voted to resume its quarterly dividend at $0.10 per share and the company announced a memorandum of agreement with Italian shipbuilder Fincantieri for the construction of two 3,600-passenger ships for Princess Cruises. The 139,000-ton ships would be the largest in the Princess fleet and would enter service in 2013 and 2014. Also during the first quarter of 2010, the company successfully introduced two new ships, AIDAblu and Costa Deliziosa, for its European brands.

2010 Outlook

As of March 23, 2010, we said that we expected our earnings per share for the second quarter and full year of 2010 would be in the range of $0.26 to $0.30 and $2.25 to $2.35, respectively. Our guidance was based in part on the assumptions in the table below.

	Full Year 2010	Second Quarter 2010
Fuel price per metric ton	$507	$511
Currencies
Euro	$1.38 to €1	$1.38 to €1
Sterling	$1.54 to £1	$1.52 to £1

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

“Stock Swap” Programs

We use the “Stock Swap” programs in situations where we can obtain an economic benefit because either Carnival Corporation common stock or Carnival plc ordinary shares are trading at a price that is at a premium or discount to the price of Carnival plc ordinary shares or Carnival Corporation common stock, as the case may be.

In the event Carnival Corporation common stock trades at a premium to Carnival plc ordinary shares, we may elect to issue and sell Carnival Corporation common stock through an “At The Market” equity offering (“ATM Offering”) with Merrill Lynch, Pierce, Fenner & Smith, Incorporated (“Merrill Lynch”) as sales agent, and use the sale proceeds to repurchase Carnival plc ordinary shares in the UK market on at least an equivalent basis, with the remaining net proceeds used for general corporate purposes. In the ATM Offering, Carnival Corporation may issue and sell up to 19.2 million of its common stock in the U.S. market, which shares are to be sold from time to time at prevailing market prices in ordinary brokers’ transactions by Merrill Lynch. Any sales of Carnival Corporation shares have been and will be registered under the Securities Act.

In the event Carnival Corporation common stock trades at a discount to Carnival plc ordinary shares, we may elect to sell existing ordinary shares of Carnival plc, with such sales made by Carnival Investments Limited, a subsidiary of Carnival Corporation, and with Merrill Lynch International (“MLI”) as sales agent, from time to time in “at the market” transactions, and use the sale proceeds to repurchase Carnival Corporation common stock in the U.S. market on at least an equivalent basis, with the remaining net proceeds used for general corporate purposes. In the offering, Carnival Investments Limited may sell up to 25.0 million Carnival plc ordinary shares in the UK market, which shares are to be sold from time to time at prevailing market prices in ordinary brokers’ transactions by MLI. Any sales of Carnival plc shares have been and will be registered under the Securities Act.

Under the “Stock Swap” program from December 1, 2009 through February 28, 2010, Carnival Investments Limited sold 1.8 million Carnival plc ordinary shares, at an average price of $35.68 per share for gross proceeds of $63 million and paid MLI and others fees of $471 thousand and $90 thousand, respectively, for total net proceeds of $62 million. Substantially all of the net proceeds of these sales were used to purchase 1.8 million shares of Carnival Corporation common stock. During the three months ended February 28, 2010, there was no Carnival Corporation common stock sold under the “Stock Swap” program.

The purchases of Carnival Corporation common stock during the three months ended February 28, 2010 pursuant to the “Stock Swap” program were as follows:

Period	Total Number of Carnival Corporation Common Stock Purchased	Average Price Paid per Share of Carnival Corporation Common Stock		Maximum Number of Carnival Corporation Common Stock That May Yet Be Purchased Under the Carnival Corporation Stock Swap Program
December 1, 2009 through December 31, 2009	275,000	$	32.23	18,925,000
January 1, 2010 through January 31, 2010				18,925,000
February 1, 2010 through February 28, 2010	1,485,000	$	33.66	17,440,000
Total	1,760,000	$	33.44

During the quarter ended February 28, 2010, there were no stock repurchases of Carnival Corporation common stock or Carnival plc ordinary shares under the general stock repurchase authorization and no repurchases of Carnival plc ordinary shares under the “Stock Swap” program repurchase authorization.

Authorized Share Capital

Pursuant to a resolution of its shareholders dated April 15, 2009 and in accordance with the Companies Act 2006, Carnival plc ceased to have an authorized share capital with effect from October 1, 2009. However, any future issuance of shares by Carnival plc will remain subject to shareholder approval and preemptive rights (or the disapplication thereof).

Cautionary Note Concerning Factors That May Affect Future Results

Some of the statements, estimates or projections contained in this Form 8-K are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to Carnival Corporation & plc, including some statements concerning future results, outlooks, plans, goals and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We have tried, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “forecast,” “future,” “intend,” “plan,” “estimate” and similar expressions of future intent or the negative of such terms. Because forward-looking statements involve risks and uncertainties, there are many factors that could cause Carnival Corporation & plc’s actual results, performance or achievements to differ materially from those expressed or implied in this Form 8-K. Forward-looking statements include those statements which may impact, among other things, the forecasting of Carnival Corporation and plc’s earnings per share, net revenue yields, booking levels, pricing, occupancy, operating, financing and tax costs, fuel expenses, costs per available lower berth day, estimates of ship depreciable lives and residual values, liquidity, goodwill and trademark fair values and outlook. These factors include, but are not limited to, the following: general economic and business conditions, including fuel price increases, high unemployment rates, and declines in the securities, real estate and other markets, and perceptions of these conditions, may adversely impact the levels of Carnival Corporation & plc’s potential vacationers’ discretionary income and net worth and this group’s confidence in their country’s economy; fluctuations in foreign currency exchange rates, particularly the movement of the U.S. dollar against the euro, sterling and the Australian and Canadian dollars; the international political climate, armed conflicts, terrorist and pirate attacks and threats thereof, and other world events affecting the safety and security of travel; competition from and overcapacity in both the cruise ship and land-based vacation industries; lack of acceptance of new itineraries, products and services by Carnival Corporation & plc’s guests; changing consumer preferences; Carnival Corporation & plc’s ability to attract and retain qualified shipboard crew and maintain good relations with employee unions; accidents, the spread of contagious diseases and threats thereof, adverse weather conditions or natural disasters, such as hurricanes and earthquakes, and other incidents (including, but not limited to, ship fires and machinery and equipment failures or improper operation thereof), which could cause, among other things, individual or multiple port closures, injury, death, damage to property and equipment, oil spills, alteration of cruise itineraries or cancellation of a cruise or series of cruises or tours; adverse publicity concerning the cruise industry in general, or Carnival Corporation & plc in particular, including any adverse impact that cruising may have on the marine environment; changes in and compliance with laws and regulations relating to the protection of disabled persons, employment, environmental, health, safety, security, tax and other regulatory regimes under which Carnival Corporation & plc operate; increases in global fuel demand and pricing, fuel supply disruptions and/or other events impacting on Carnival Corporation & plc fuel and other expenses, liquidity and credit ratings; increases in Carnival Corporation plc’s future fuel expenses from implementing approved International Maritime Organization regulations, which require the use of higher priced low sulfur fuels in certain cruising areas, including the proposed establishment of a U.S. and Canadian Emissions Control Area (“ECA”), which will, if established, change the specification and increase the price of fuel that ships will be required to use within this ECA; changes in financing and operating costs, including changes in interest rates and food, payroll port, and security costs; the ability of Carnival Corporation & plc to implement its shipbuilding programs and ship maintenance, repairs and refurbishments, including ordering additional ships for its cruise brands from shipyards, on terms that are favorable or consistent with Carnival Corporation & plc’s expectations; the continued strength of Carnival Corporation & plc’s cruise brands and its ability to implement its brand strategies; additional risks associated with Carnival Corporation & plc’s international operations not generally applicable to its U.S. operations; the pace of development in geographic regions in which Carnival Corporation & plc tries to expand its business; whether Carnival Corporation & plc’s future operating cash flow will be sufficient to fund future obligations and whether it will be able to obtain financing, if necessary, in sufficient amounts and on terms that are favorable or consistent with its expectations; Carnival Corporation & plc counterparties’ ability to perform; continuing financial viability of Carnival Corporation & plc’s travel agent distribution system, air service providers and other key vendors and reductions in the availability of and increases in the pricing for the services and products provided by these vendors; Carnival Corporation & plc’s decisions to self-insure against various risks or its inability to obtain insurance for certain risks at reasonable rates; disruptions and other damages to Carnival Corporation & plc’s information technology networks and operations; lack of continuing availability of attractive, convenient and safe port destinations; and risks associated with the dual listed company structure. 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, Carnival Corporation & plc expressly disclaim any obligation to disseminate, after the date of this Form 8-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.

CARNIVAL CORPORATION & PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended February 28,
	2010			2009
	(in millions, except per share data)
Revenues
Cruise
Passenger tickets	$	2,358		$	2,219
Onboard and other		729	(a)		634
Other		8			11
		3,095			2,864
Costs and Expenses
Operating
Cruise
Commissions, transportation and other		498			514
Onboard and other		113			104
Payroll and related		391			352
Fuel		397			208
Food		212			198
Other ship operating		474	(b)		458
Other		14			16
Total		2,099			1,850
Selling and administrative		396			392
Depreciation and amortization		345			311
		2,840			2,553
Operating Income		255			311
Nonoperating (Expense) Income
Interest income		4			4
Interest expense, net of capitalized interest		(96	)		(96	)
Other (expense) income, net		(3	)		19	(d)
		(95	)		(73	)
Income Before Income Taxes		160			238
Income Tax Benefit, Net		15	(c)		22	(e)
Net Income	$	175		$	260
Earnings Per Share
Basic	$	0.22		$	0.33
Diluted	$	0.22		$	0.33
Dividends Declared Per Share	$	0.10
Weighted-Average Shares Outstanding – Basic		787			787
Weighted-Average Shares Outstanding – Diluted		805			803

(a) Includes $19 million from minimum guarantees and a litigation settlement.

(b) Includes a $44 million ($40 million in constant dollars) gain recognized from the 2009 sale of P&O Cruises’ Artemis.

(c) Includes an $18 million Italian investment incentive income tax benefit.

(d) Includes a $15 million gain from the unwinding of a lease out and lease back type transaction.

(e) Includes a $17 million gain from the reversal of uncertain income tax position liabilities, which were no longer required.

CARNIVAL CORPORATION & PLC

CONSOLIDATED BALANCE SHEETS

	February 28, 2010			November 30, 2009
	(in millions, except par values)
ASSETS
Current Assets
Cash and cash equivalents	$	753		$	538
Trade and other receivables, net		392			362
Inventories		321			320
Prepaid expenses and other		279			298
Total current assets		1,745			1,518
Property and Equipment, Net		29,702			29,870
Goodwill		3,326			3,451
Trademarks		1,316			1,346
Other Assets		643			650
	$	36,732		$	36,835
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term borrowings	$	927		$	135
Current portion of long-term debt		785			815
Accounts payable		528			568
Accrued liabilities and other		912			874
Customer deposits		2,515			2,575
Total current liabilities		5,667			4,967
Long-Term Debt		8,933			9,097
Other Long-Term Liabilities and Deferred Income		713			732
Shareholders’ Equity
Common stock of Carnival Corporation, $0.01 par value; 1,960 shares authorized; 645 shares at 2010 and 644 shares at 2009 issued		6			6
Ordinary shares of Carnival plc, $1.66 par value; 214 shares at 2010 and 213 shares at 2009 issued		355			354
Additional paid-in capital		7,967			7,920
Retained earnings		15,657			15,561
Accumulated other comprehensive (loss) income		(273	)		462
Treasury stock, 26 shares at 2010 and 24 shares at 2009 of Carnival Corporation and 44 shares at 2010 and 46 shares at 2009 of Carnival plc, at cost		(2,293	)		(2,264	)
Total shareholders’ equity		21,419			22,039
	$	36,732		$	36,835

CARNIVAL CORPORATION & PLC

SELECTED INFORMATION

	Three Months Ended February 28,
	2010			2009
	(in millions, except statistical information)
STATISTICAL INFORMATION
Passengers carried (in thousands)		2,049			1,869
Occupancy percentage		103.5	%		103.9	%
Fuel consumption (metric tons in thousands)		800			752
Fuel cost per metric ton (a)	$	497		$	276
Currencies
U.S. dollar to €1	$	1.42		$	1.32
U.S. dollar to £1	$	1.60		$	1.46
CASH FLOW INFORMATION
Cash from operations	$	396		$	305
Capital expenditures	$	1,169		$	306
Dividends paid				$	314
SEGMENT INFORMATION
Revenues
Cruise	$	3,087		$	2,853
Other		10			13
Intersegment elimination		(2	)		(2	)
	$	3,095		$	2,864
Operating expenses
Cruise	$	2,085		$	1,834
Other		16			18
Intersegment elimination		(2	)		(2	)
	$	2,099		$	1,850
Selling and administrative expenses
Cruise	$	389		$	384
Other		7			8
	$	396		$	392
Depreciation and amortization
Cruise	$	337		$	302
Other		8			9
	$	345		$	311
Operating income (loss)
Cruise	$	276		$	333
Other		(21	)		(22	)
	$	255		$	311

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

CARNIVAL CORPORATION & PLC

NON-GAAP FINANCIAL MEASURES

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

	Three Months Ended February 28,
	2010			2010 Constant Dollar (a)			2009
	(in millions, except ALBDs and yields)
Cruise revenues
Passenger tickets	$	2,358		$	2,269		$	2,219
Onboard and other		729			708			634
Gross cruise revenues		3,087			2,977			2,853
Less cruise costs
Commissions, transportation and other		(498	)		(474	)		(514	)
Onboard and other		(113	)		(109	)		(104	)
Net cruise revenues (a)	$	2,476		$	2,394		$	2,235
ALBDs (b)		15,890,082			15,890,082			14,492,250
Gross revenue yields (a)	$	194.24		$	187.36		$	196.84
Net revenue yields (a)	$	155.81		$	150.70		$	154.25

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

	Three Months Ended February 28,
	2010			2010 Constant Dollar (a)			2009
	(in millions, except ALBDs and costs per ALBD)
Cruise operating expenses	$	2,085		$	2,023		$	1,834
Cruise selling and administrative expenses		389			376			384
Gross cruise costs		2,474			2,399			2,218
Less cruise costs included in net cruise revenues
Commissions, transportation and other		(498	)		(474	)		(514	)
Onboard and other		(113	)		(109	)		(104	)
Net cruise costs (a)	$	1,863		$	1,816		$	1,600
ALBDs (b)		15,890,082			15,890,082			14,492,250
Gross cruise costs per ALBD (a)	$	155.68		$	150.96		$	153.02
Net cruise costs per ALBD (a)	$	117.25		$	114.30		$	110.43

NOTES TO NON-GAAP FINANCIAL MEASURES

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

Net revenue yields are commonly used in the cruise industry to measure a company’s cruise segment revenue performance and for revenue management purposes. We use “net cruise revenues” rather than “gross cruise revenues” to calculate net revenue yields. We believe that net cruise revenues is a more meaningful measure in determining revenue yield than gross cruise revenues because it reflects the cruise revenues earned net of our most significant variable costs, which are travel agent commissions, cost of air transportation and certain other variable direct costs associated with onboard and other revenues. Substantially all of our remaining cruise costs are largely fixed, except for the impact of changing prices, once our ship capacity levels have been determined.

Net cruise costs per ALBD is the most significant measure we use to monitor our ability to control our cruise segment costs rather than gross cruise costs per ALBD. We exclude the same variable costs that are included in the calculation of net cruise revenues to calculate net cruise costs to avoid duplicating these variable costs in these two non-GAAP financial measures.

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 and report our two non-GAAP financial measures assuming the 2010 period currency exchange rates have remained constant with the 2009 period rates, or on a “constant dollar basis,” in order to remove the impact of changes in exchange rates on our non-U.S. dollar cruise operations. We believe that this is a useful measure since it facilitates a comparative view of the growth of our business in a fluctuating currency exchange rate environment. In addition, our non-U.S. dollar cruise operations’ depreciation and net interest expense were impacted by the changes in exchange rates for the three months ended February 28, 2010, compared to the prior year’s comparable period.

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

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