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I.	Summary

II.	Vision, Goals and Related Strategies

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•	Health, environment, safety, security and sustainability,

•	Guests,

•	Employees and

•	Shareholders and other stakeholders

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•	3.4% for North America (b),

•	3.4% for Australia and New Zealand,

•	2.6% for the United Kingdom (“UK”) and

•	1.3% for continental Europe (Germany, Italy, France, Spain and Portugal).

(a)	2014 annual penetration rates were computed based on the historical number of cruise guests carried for at least two consecutive nights obtained from G.P. Wild (International Limited) (“G.P. Wild”), an independent cruise research company, and internally developed estimates of increases in capacity.

(b)	For the purpose of the penetration rate calculation, North America is only comprised of the United States of America (“U.S.”) and Canada.

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(a)	Our estimates of future passenger capacity do not include any assumptions related to unannounced ship withdrawals and, accordingly, our estimates could indicate a higher growth in passenger capacity than will actually occur.

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(a)	The estimates of the total guests carried for 2008 through 2013 were obtained from G.P. Wild and are based upon where the guests were sourced and not the cruise brands on which they sailed.

(b)	The estimates of the total guests carried for 2014 are based on internally developed global guests’ growth rates.

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(a)	In accordance with cruise industry practice, passenger capacity is calculated based on the assumption of two passengers per cabin even though some cabins can accommodate three or more passengers. For contracted capacity increases, see Part I, Item 1. Business. C. “Our Global Cruise Business – Ships Under Contract for Construction”

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(a)	Our ship construction agreements cannot be cancelled by either party without cause, and such cancellation will subject the defaulting party to contractual liquidated damages. All of our ship construction contracts except AIDA’s are with Fincantieri in Italy. Our AIDA ship construction contracts are with Mitsubishi Heavy Industries in Japan.

(b)	Refer to Note 6, “Commitments” and Note 10, “Fair Value Measurements, Derivative Instruments and Hedging Activities” to our Consolidated Financial Statements in Exhibit 13 to this Form 10-K for additional ship commitment information.

•	Leased or owned port facilities or have interests in joint ventures that operate leased or owned port facilities in Barcelona, Spain; Civitavecchia, Naples, Savona and Trieste, Italy; Hamburg, Germany; Juneau, Alaska; Long Beach, California and Marseilles, France for the benefit of our cruise brands and

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Leased or owned port facilities that we have developed, or are in the process of developing, as destinations in Cozumel, Mexico; Grand Turk, Turks and Caicos Islands; Roatán, Honduras and Puerto Plata, Dominican Republic; as well as private island destinations in The Bahamas, Half Moon Cay and Princess Cays®, primarily for the benefit of our North America cruise brands.  The facility in Puerto Plata, Dominican Republic, known as Amber Cove, is a new port destination strategically located in the central Caribbean cruise region and is expected to be opened in October 2015.

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•	Accommodations,

•	Most meals, including snacks at numerous venues,

•	Access to amenities such as swimming pools, water slides, water parks, whirlpools, saunas, a health club, a jogging track, basketball, table tennis, sun decks and libraries,

•	Child care and supervised youth programs,

•	Entertainment, such as theatrical shows, movies, comedy shows and musical performances and other venues such as nightclubs, lounges and bars, themed parties and cooking demonstrations and

•	Access to exclusive private islands and destinations.

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•	RCCL owns Royal Caribbean International, Celebrity Cruises, Azamara Club Cruises, CDF Croisieres de France and Pullmantur.

•	RCCL and TUI AG, the leading German tour operator, jointly own TUI Cruises, a German cruise competitor.

•	NCL owns Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises.

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•	Provide regular health, environmental, safety and security support, training, guidance and information to guests, employees and others working on our behalf,

•	Develop and implement effective and verifiable management systems to fulfill our health, environmental, safety, sustainability and security commitments,

•	Perform regular shoreside and shipboard audits and take appropriate action when deficiencies are identified,

•	Report and investigate all health, environmental, safety and security incidents and take appropriate action to prevent recurrence,

•	Identify those employees responsible for managing health, safety, environment, security and sustainability programs and ensure that there are clear lines of accountability and

•	Identify the aspects of our business that impact the environment and continue to take appropriate action to minimize that impact.

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•	Develop a Safety Management System (“SMS”) that includes, among other things, the adoption of safety and environmental protection policies setting forth instructions and procedures for operating vessels safely and describing procedures for responding to emergencies and protecting the environment.

•	Obtain a Document of Compliance (“DOC”) as well as a Safety Management Certificate (“SMC”) for each vessel they operate. These documents are issued by the vessel’s Flag State and evidence compliance with the SMS.

•	Verify or renew DOCs and SMCs periodically in accordance with the ISM Code.

•	Expansion and acceleration of training of our bridge and engine room officers in maritime related best practices at our training facilities in Almere, the Netherlands, and Rostock, Germany,

•	Further standardization of our detailed bridge and engine resource management procedures on all of our ships,

•	Expansion of our existing oversight function to monitor bridge and engine room operations,

•	Identifying and standardizing best-practice policies and procedures in health, environment, safety and security disciplines across the entire organization including on all our ships and

•	Further enhancing our processes for auditing and continuously improving our HESS performance throughout our operations.

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•	Implementation of specific security measures, including onboard installation of a ship security alert system,

•	Assessment of vessel security,

•	Efforts to identify and deter security threats,

•	Training, drills and exercises and

•	Security plans that may include guest, vehicle and baggage screening procedures, security patrols, establishment of restricted areas, personnel identification procedures, access control measures and installation of surveillance equipment.

(a)	We measure and report the ship fuel consumption rate in terms of grams of fuel per available lower berth kilometer (“ALB-KM”). This indicator enables us to make meaningful fuel consumption comparisons that take into account changes in fleet size, itineraries and passenger capacity.

(b)	We measure and report the ship fuel GHG emission rate in terms of grams of CO2e per ALB-KM. This indicator enables us to make meaningful GHG emission reduction comparisons that take into account changes in fleet size, itineraries and passenger capacity.

(c)	We measure SOx and NOx emission rates in terms of total kilograms (“Kg”) of emissions per nautical mile (“NM”). Using an emission rate normalized by distance travelled allows us to compare our pollutant reduction efforts over the reporting periods.

(d)	GHG emission data collection and calculations were performed in accordance with our GHG Inventory Management Plan, the Greenhouse Gas Protocol and ISO 14064-3:2006.

(e)	Information for 2014 is not available as of January 29, 2015. Percentage reduction presented is from 2008 to 2013.

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•	Negotiating company-wide contracts for guest, crew and shoreside employees’ travel,

•	Reviewing our processes for purchasing food, beverages, hotel supplies, restaurant products and technical spares to identify synergistic opportunities and to negotiate more favorable commercial terms,

•	Combining warehousing facilities and optimizing logistics,

•	Negotiating company-wide contracts for port services and shore excursions and

•	Streamlining the use of manning agencies.

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Connectivity – to provide reliable guest connectivity at all times and geographies and deliver the best possible connectivity experience, improve crew morale through better connectivity with family and friends and offer support for new services and products. For example, we expect to implement an innovative “smart hybrid” network that combines land-based systems and advanced satellite connectivity to provide our guests and crew with faster and more consistent internet service regardless of our ships’ locations.

•	Applications – to offer consistently higher quality experience for guests, crew and employees, achieve lower total cost of ownership, have more secure applications and have a stronger pipeline of solutions,

•	Cybersecurity – to provide consistent protection of guest, employee and company data, develop best practices and tools to combat threats and malicious activity, ensure full compliance with applicable regulations and consistently model and implement a speedy response and recovery in case of an incident,

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•	Infrastructure – to become more cost-efficient, attain higher network availability and flexibility, achieve greater collaboration between our brands, make available a higher computer power/storage capacity through leveraging our information technology assets, reduce disruptions and improve response time to incidents and

•	Innovation – to create proprietary platforms that enable unique and differentiated guest experiences across our portfolio of brands while amplifying individual brand characteristics and avoiding duplicate efforts.

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•	General economic and business conditions may adversely impact consumer demand for vacations and, consequently, reduce our cruise brands’ net revenue yields and profitability.

•	Increases in fuel prices may adversely affect our operations, financial condition and liquidity.

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•	Incidents, the spread of contagious diseases and threats thereof, adverse weather conditions or other natural disasters and other incidents affecting the health, safety, security and satisfaction of guests and crew could have an adverse effect on our sales and profitability.

•	The international political climate, armed conflicts, terrorist and pirate attacks, vessel seizures, and threats thereof, and other world events affecting the safety and security of travel could adversely affect the demand for cruises and could harm our sales and profitability.

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•	Negative publicity concerning the cruise industry in general or us in particular, including any adverse environmental impacts of cruising, could impact the demand for cruises, affect our reputation and harm our sales and profitability.

•	Geographic regions in which we try to expand our business may be slow to develop and ultimately not develop how we expect, thus resulting in the slower growth and profitability of our business.

•	We are subject to many economic, market and political factors that are beyond our control, which could increase our operating, financing and other costs and could harm sales and profitability.

•	Changes in and compliance with environmental laws and regulations could adversely affect our operations and thus impact our profitability.

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•	Changes in and compliance with laws and regulations relating to the protection of persons with disabilities, employment, health, safety, security and other regulations under which we operate could increase our costs.

•	Changes in and compliance with income tax laws and regulations and income tax treaties may adversely affect the taxation of our shipping income and our profitability.

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•	Our inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments on terms that are favorable or consistent with our expectations could reduce our profitability. In addition, we expect increases to our repairs and maintenance expenses and refurbishment costs as our fleet ages.

•	Lack of continuing availability of attractive, convenient and safe port destinations on terms that are favorable or consistent with our expectations could adversely affect our net revenue yields and net income.

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•	Continuing financial viability of our travel agent distribution system, air service providers and other key vendors in our supply chain is essential to allowing us to profitably operate our business.  In addition, reductions in the availability of, and increases in the prices for, the services and products provided by these vendors can adversely impact our net income.

•	Disruptions and other damages to our information technology and other networks and operations, and breaches in data security could result in decreases in our net income.

•	A failure to keep pace with developments in technology could impair our operations or competitive position.

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•	We may lose business to competitors throughout the wider vacation industry, which could adversely affect our operations and financial condition.

•	Overcapacity in the cruise ship and land-based vacation industry could have a negative impact on our net revenue yields and increase operating costs.

•	The loss of key personnel or our ability to recruit or retain qualified personnel could adversely affect our results of operations.

•	Union disputes and other employee relationship issues could adversely affect our financial results.

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•	The impact of disruptions in the global financial markets or other events may negatively affect the ability of our counterparties and others to perform their obligations to us and thus, adversely affect our financial position and results of operations.

•	Our success depends upon the continued strength of our cruise brands and our ability to implement our strategies.

•	Our international operations are subject to additional risks not generally applicable to our U.S. operations and may result in increased costs and adversely affect our financial position and results of operations.

•	Our decisions to self-insure against various risks or the inability to obtain insurance for certain risks at reasonable rates could result in higher expenses or lower revenues.

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•	Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and damage our reputation.

•	Fluctuations in foreign currency exchange rates could adversely affect our financial results.

•	Whether our future operating cash flow will be sufficient to fund future obligations and whether we will be able to obtain financing, if necessary, in sufficient amounts and on terms that are favorable or consistent with our expectations may adversely impact our financial results.

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•	The DLC arrangement 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 their respective share prices.

•	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.

•	A small group of shareholders owns a significant portion of the total combined voting power of our outstanding shares and may be able to effectively control the outcome of shareholder voting.

•	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.

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(a)	Years of service with us or Carnival plc predecessor companies.

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(a)	Includes the regular quarterly dividend of $0.25 per share and a special dividend of $0.50 per share.

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(a)	Includes outstanding options to purchase Carnival Corporation common stock under the Carnival Corporation 2002 Stock Plan and Carnival Corporation 2001 Outside Director Stock Plan. Also includes 2,375,557 restricted share units outstanding under the Carnival Corporation 2011 Stock Plan.

(b)	Includes Carnival Corporation common stock available for issuance as of November 30, 2014 as follows: 2,253,501 under the Carnival Corporation Employee Stock Purchase Plan, which includes 30,427 shares subject to purchase during the current purchase period and 10,194,473 under the Carnival Corporation 2011 Stock Plan.

(c)	In addition to options, the Carnival Corporation 2011 Stock Plan provides for the award of restricted shares and restricted share units without limitation on the number of shares that can be awarded in either form.

(a)	Converted from sterling, if applicable, using the November 28, 2014 exchange rate of $1.56:£1.

(b)	Includes outstanding options to purchase Carnival plc ordinary shares under the Carnival plc Executive Share Option Plan and Carnival plc 2005 Employee Share Plan. Also includes 920,490 restricted share units outstanding under the Carnival plc 2005 Employee Share Plan.

(c)	In addition to options, the Carnival plc 2005 Employee Share Plan provides for the award of restricted shares and restricted share units without limitation on the number of shares that can be awarded in either form.

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1.	A new Section shall be added at the end of the Incentive Plan (numbered in accordance with the Incentive Plan) that shall read as follows:

1.	A new Section shall be added at the end of the Incentive Plan (numbered in accordance with the Incentive Plan) that shall read as follows:

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

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(a)	At November 30, 2014 and 2013, the net carrying values of ships and ships under construction for our North America, EAA, Cruise Support and Tour and Other segments were $18.6 billion, $12.6 billion, $0.3 billion and $0.1 billion and $18.3 billion, $13.2 billion, $0.3 billion and $0.1 billion, respectively.

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(a)

The debt table does not include the impact of our foreign currency and interest rate swaps. At November 30, 2014, 67% and 33% (69% and 31% at November 30, 2013) of our debt was U.S. dollar and euro-denominated, respectively, including the effect of foreign currency swaps. At November 30, 2014, 52% and 48% (59% and 41% at November 30, 2013) of our debt bore fixed and floating interest rates, respectively, including the effect of interest rate swaps. Substantially all of our fixed rate debt can only be called or prepaid by incurring additional costs. In addition, substantially all of our debt agreements, including our main revolving credit facility, contain one or more financial covenants that require us, among other things, to maintain minimum debt service coverage and minimum shareholders’ equity and to limit our debt to capital and debt to equity ratios and the amounts of our secured assets and secured and other indebtedness. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default acceleration clauses, substantially all of our outstanding debt and derivative contract payables (see Note 10) could become due, and all debt and derivative contracts could be terminated. At November 30, 2014, we believe we were in compliance with all of our debt covenants.

(b)	Includes $2.4 billion of debt whose interest rates, and in the case of our main revolver its commitment fees, would increase upon a downgrade in the long-term senior unsecured credit ratings of Carnival Corporation or Carnival plc.

(c)	In 2014, we repaid an aggregate of $590 million outstanding under two export credit facilities prior to their maturities through May 2024. In addition, in 2014 we borrowed $554 million under an export credit facility, the proceeds of which were used to pay for a portion of Regal Princess’ purchase price and is due in semi-annual installments through May 2026.

(d)	In 2014, we borrowed $498 million under a euro-denominated export credit facility, the proceeds of which were used to pay for a portion of Costa Diadema's purchase price and is due in semi-annual installments through October 2026.

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(e)

In 2014, we restructured two floating rate bank loan facilities that had an aggregate outstanding balance of $250 million and were previously due through 2016. The restructuring converted the terms into perpetual one-year maturities and added a $150 million tranche, which was used to repay a portion of a $500 million fixed rate bank loan in 2014 prior to its 2015 maturity date. We can terminate this facility at any time upon three days notice, and the bank can terminate the facility at any time upon one-year’s notice.

(f)	In 2014, we borrowed $150 million under a floating rate bank loan, which is due in September 2019. We used the net proceeds of this loan for general corporate purposes.

(g)	In 2014, we borrowed $275 million under a euro-denominated floating rate revolving bank loan facility, the proceeds of which were used for general corporate purposes. This facility has a perpetual term although we can terminate it at any time, and the bank can terminate the facility at any time upon nine months notice.

(h)	The interest rate associated with our short-term borrowings represents an aggregate-weighted average interest rate.

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•	Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

•	Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.

•	Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

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(a)	Cash and cash equivalents are comprised of cash on hand, and at November 30, 2013 also include time deposits. Due to their short maturities, the carrying values approximate their fair values.

(b)	Restricted cash is comprised of a money market deposit account.

(c)	At November 30, 2014 and 2013, long-term other assets were substantially all comprised of notes and other receivables. The fair values of our Level 1 and Level 2 notes and other receivables were based on estimated future cash flows discounted at appropriate market interest rates. The fair values of our Level 3 notes receivable were estimated using risk-adjusted discount rates.

(d)

Debt does not include the impact of interest rate swaps. The net difference between the fair value of our fixed rate debt and its carrying value was due to the market interest rates in existence at November 30, 2014 and 2013 being lower than the fixed interest rates on these debt obligations, including the impact of any changes in our credit ratings. At November 30, 2014 and 2013, the net difference between the fair value of our floating rate debt and its carrying value was due to the market interest rates in existence at November 30, 2014 and 2013 being slightly higher and slightly lower, respectively, than the floating interest rates on these debt obligations, including the impact of any changes in our credit ratings. The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2. The fair values of our other debt were estimated based on appropriate market interest rates being applied to this debt.

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

(b)	The majority of restricted cash is comprised of money market funds.

(c)	At November 30, 2014 and 2013, marketable securities held in rabbi trusts were comprised of Level 1 bonds, frequently-priced mutual funds invested in common stocks, money market funds and Level 2 other investments. Their use is restricted to funding certain deferred compensation and non-qualified U.S. pension plans.

(d)	See “Derivative Instruments and Hedging Activities” section below for detailed information regarding our derivative financial instruments.

(e)	Long-term other asset is comprised of an auction-rate security. The fair value was based on a broker quote in an inactive market, which is considered a Level 3 input. During 2014, there were no purchases or sales pertaining to this auction-rate security and, accordingly, the change in its fair value was based solely on the strengthening of the underlying credit.

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(a)	In 2013, we recognized a $13 million impairment charge to fully write-off Ibero’s trademarks’ carrying value.

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(a)	At November 30, 2014 and 2013, we had foreign currency forwards totaling $403 million and $578 million, respectively, that are designated as hedges of our net investments in foreign operations, which have a euro-denominated functional currency. At November 30, 2014, these foreign currency forwards settle through July 2017.

(b)	At November 30, 2014 and 2013, we had foreign currency derivatives consisting of foreign currency zero cost collars that are designated as foreign currency cash flow hedges for a portion of our euro-denominated shipbuilding payments. See “Newbuild Currency Risks” below for additional information regarding these derivatives.

(c)

We have euro interest rate swaps designated as cash flow hedges whereby we receive floating interest rate payments in exchange for making fixed interest rate payments. At November 30, 2014 and 2013, these interest rate swap agreements effectively changed $750 million and $909 million, respectively, of EURIBOR-based floating rate euro debt to fixed rate euro debt. These interest rate swaps settle through March 2025. In addition, at November 30, 2014 and 2013 we had U.S. dollar interest rate swaps designated as fair value hedges whereby we receive fixed interest rate payments in exchange for making floating interest rate payments. At November 30, 2014 and 2013, these interest rate swap agreements effectively changed $500 million of fixed rate debt to U.S. dollar LIBOR-based floating rate debt. These interest rate swaps settle through February 2016.

(d)	At November 30, 2014 and 2013, we had fuel derivatives consisting of zero cost collars on Brent crude oil (“Brent”) to cover a portion of our estimated fuel consumption through 2018 and through 2017, respectively. See “Fuel Price Risks” below for additional information regarding these fuel derivatives.

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(a)	Fuel derivatives mature evenly over each month within the above fiscal periods.

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(a)	A portion of the North America cruise brands’ segment revenues includes revenues for the tour portion of a cruise when a land tour package is sold along with a cruise by either Holland America Line or Princess. These intersegment tour

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(b)	Includes $13 million in 2013 and $173 million in 2012 of impairment charges related to Ibero’s goodwill and trademarks.

(c)	Tour and Other segment assets primarily include hotels and lodges in the state of Alaska and the Canadian Yukon, motorcoaches used for sightseeing and charters, glass-domed railcars, which run on the Alaska Railroad, and our owned ships that we leased out under long-term charters to an unaffiliated entity.

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(a)	The aggregate intrinsic value represents the amount by which the fair value of underlying stock exceeds the option exercise price at November 30, 2014.

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•	general economic and business conditions;

•	increases in fuel prices;

•	incidents, the spread of contagious diseases and threats thereof, adverse weather conditions or other natural disasters and other incidents affecting the health, safety, security and satisfaction of guests and crew;

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

•	negative publicity concerning the cruise industry in general or us in particular, including any adverse environmental impacts of cruising;

•	geographic regions in which we try to expand our business may be slow to develop and ultimately not develop how we expect;

•	economic, market and political factors that are beyond our control, which could increase our operating, financing and other costs;

•	changes in and compliance with laws and regulations relating to the protection of persons with disabilities, employment, environment, health, safety, security, tax and other regulations under which we operate;

•	our inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments on terms that are favorable or consistent with our expectations;

•	increases to our repairs and maintenance expenses and refurbishment costs as our fleet ages;

•	lack of continuing availability of attractive, convenient and safe port destinations on terms that are favorable or consistent with our expectations;

•	continuing financial viability of our travel agent distribution system, air service providers and other key vendors in our supply chain and reductions in the availability of, and increases in the prices for, the services and products provided by these vendors;

•	disruptions and other damages to our information technology and other networks and operations, and breaches in data security;

•	failure to keep pace with developments in technology;

•	competition from and overcapacity in the cruise ship and land-based vacation industry;

•	loss of key personnel or our ability to recruit or retain qualified personnel;

•	union disputes and other employee relationship issues;

•	disruptions in the global financial markets or other events that may negatively affect the ability of our counterparties and others to perform their obligations to us;

•	the continued strength of our cruise brands and our ability to implement our strategies;

•	additional risks to our international operations not generally applicable to our U.S. operations;

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

•	litigation, enforcement actions, fines or penalties;

•	fluctuations in foreign currency exchange rates;

•	whether our future operating cash flow will be sufficient to fund future obligations and whether we will be able to obtain financing, if necessary, in sufficient amounts and on terms that are favorable or consistent with our expectations;

•	risks associated with our DLC arrangement;

•	uncertainties of a foreign legal system as Carnival Corporation and Carnival plc are not U.S. corporations and

•	the ability of a small group of shareholders to effectively control the outcome of shareholder voting.

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•	sales of passenger cruise tickets and, in some cases, the sale of air and other transportation to and from airports near our ships’ home ports and cancellation fees. The cruise ticket price typically includes accommodations, most meals, some non-alcoholic beverages and most onboard entertainment. We also collect fees, taxes and other charges from our guests, and

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sales of goods and services primarily onboard our ships not included in the cruise ticket price including substantially all liquor and some non-alcoholic beverage sales, casino gaming, shore excursions, gift shop sales, photo sales, communication services, full service spas, specialty themed restaurants, cruise vacation protection programs and pre- and post-cruise land packages. These goods and services are provided either directly by us or by independent concessionaires, from which we receive either a percentage of their revenues or a fee.

•	the costs of passenger cruise bookings, which represent costs that are directly associated with passenger cruise ticket revenues, and include travel agent commissions, air and other transportation related costs, fees, taxes and other charges that vary with guest head counts and related credit and debit card or direct debit fees,

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onboard and other cruise costs, which represent costs that are directly associated with onboard and other revenues, and include the costs of liquor and some non-alcoholic beverages, costs of tangible goods sold by us in our gift shops and from our photo sales, communication costs, costs of cruise vacation protection programs, costs of pre- and post-cruise land packages and related credit and debit card or direct debit fees. Concession revenues do not have significant associated expenses because the costs and services incurred for concession revenues are borne by our concessionaires,

•	fuel costs, which include fuel delivery costs,

•	payroll and related costs, which represent all costs related to our shipboard personnel, including deck and engine crew, including officers, and hotel and administrative employees, while costs associated with our shoreside personnel are included in selling and administrative expenses,

•	food costs, which include both our guest and crew food costs and

•	other ship operating expenses, which include port costs that do not vary with guest head counts, repairs and maintenance, including minor improvements and dry-dock expenses, hotel costs, entertainment, gains and losses on ship sales, ship impairments, freight and logistics, insurance premiums and all other ship operating expenses.

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(a)

ALBD is a standard measure of passenger capacity for the period that we use to approximate rate and capacity variances, based on consistently applied formulas, that we use to perform 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.

(b)	In 2014, we had a 2.7% capacity increase in ALBDs compared to 2013 comprised of a 4.3% capacity increase in our North America brands and a minor capacity increase in our EAA brands.

•	the full year impact from one Princess 3,560-passenger capacity ship delivered in 2013;

•	the partial year impact from one Princess 3,560-passenger capacity ship delivered in 2014 and

•	fewer ship dry-dock days in 2014 compared to 2013.

•	the full year impact from one AIDA 2,194-passenger capacity ship and one Costa 2,984-passenger capacity ship both delivered in 2012;

•	the partial year impact from one AIDA 2,194-passenger capacity ship delivered in 2013 and

•	fewer ship dry-dock days in 2013 compared to 2012.

•	the full year impact from one Carnival Cruise Line 3,690-passenger capacity ship delivered in 2012 and

•	the partial year impact from one Princess 3,560-passenger capacity ship delivered in 2013.

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•	$309 million - 2.7% capacity increase in ALBDs and

•	$102 million - foreign currency translational impact from a weaker U.S. dollar against the euro and sterling, net of a stronger U.S. dollar against the Australian dollar (“2014 net currency impact”).

•	$114 million - 1.0 percentage point decrease in occupancy and

•	$37 million - decrease in cruise ticket pricing.

•	$294 million - 4.3% capacity increase in ALBDs.

•	$130 million - 2.0 percentage point decrease in occupancy;

•	$75 million - decrease in cruise ticket pricing and

•	$58 million - decrease in air transportation revenues from guests who purchased their tickets from us.

•	$103 million - 4.3% capacity increase in ALBDs;

•	$78 million - higher onboard spending by our guests and

•	$20 million - higher other third-party revenues.

•	$46 million - 2.0 percentage point decrease in occupancy.

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•	$102 million - 2014 net currency impact;

•	$49 million - increase in air transportation revenues from guests who purchased their tickets from us;

•	$39 million - increase in cruise ticket pricing and

•	$23 million - slight increase in occupancy.

•	$176 million - nonrecurrence in 2014 of impairment charges related to Costa Classica and Costa Voyager;

•	$126 million - lower fuel prices;

•	$107 million - lower fuel consumption per ALBD;

•	$64 million - decreases in commissions, transportation and other related expenses primarily due to a decrease in air transportation costs related to guests who purchased their tickets from us;

•	$56 million - nonrecurrence in 2014 of additional costs and expenses related to the 2013 voyage disruptions, net of third-party insurance recoverables of $20 million;

•	$51 million - gains from the sales of Costa Voyager and Ocean Princess;

•	$40 million - lower dry-dock and other ship repair and maintenance expenses and

•	$38 million - 1.0 percentage point decrease in occupancy.

•	$278 million - 2.7% capacity increase in ALBDs;

•	$59 million - 2014 net currency impact;

•	$53 million - impairment charges related to Costa Celebration and Grand Holiday and

•	$47 million - various other operating expenses, net.

•	$103 million - decreases in commissions, transportation and other related expenses primarily due to a decrease in air transportation costs related to guests who purchased their tickets from us;

•	$87 million - lower fuel prices;

•	$58 million - lower fuel consumption per ALBD;

•	$56 million - nonrecurrence in 2014 of additional costs and expenses related to the 2013 voyage disruptions, net of third-party insurance recoverables of $20 million;

•	$43 million - 2.0 percentage point decrease in occupancy;

•	$43 million - lower dry-dock and other ship repair and maintenance expenses and

•	$14 million - gain from the sale of Ocean Princess.

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•	$271 million - 4.3% capacity increase in ALBDs;

•	$39 million - nonrecurrence in 2014 of an intersegment transaction, which was fully offset in our Cruise Support segment and

•	$72 million - various other operating expenses, net.

•	$176 million - nonrecurrence in 2014 of impairment charges related to Costa Classica and Costa Voyager;

•	$51 million - lower fuel consumption per ALBD;

•	$41 million - lower fuel prices;

•	$39 million - lower dry-dock and other ship repair and maintenance expenses;

•	$37 million - gain from the sale of Costa Voyager and

•	$37 million - various other operating expenses, net.

•	$59 million - 2014 net currency impact;

•	$53 million - impairment charges related to Costa Celebration and Grand Holiday and

•	$46 million - increases in commissions, transportation and other related expenses principally due to an increase in air transportation costs related to guests who purchased their tickets from us.

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(a)	Represents impairment charges of $22 million for Grand Celebration and $31 million for Grand Holiday, partially offset by gains of $37 million from the sale of Costa Voyager and $14 million from the sale of Ocean Princess.

(b)	Substantially due to $176 million of impairment charges related to Costa Classica and Costa Voyager, partially offset by a $15 million gain in our Tour and Other segment from the sale of a former Holland America Line ship, which was on charter to an unaffiliated entity.

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(c)	Represents impairment charges of $34 million for Costa Allegra and $23 million for two Seabourn ships, partially offset by an $8 million gain on the sale of Pacific Sun.

(d)	Represents impairment charges of $14 million for an investment and $13 million for Ibero’s remaining trademarks’ carrying value.

(e)	Represents impairment charges for Ibero’s goodwill and trademarks.

•	$358 million - decrease in cruise ticket pricing and

•	$42 million - decrease in occupancy.

•	$333 million - 2.9% capacity increase in ALBDs and

•	$67 million - foreign currency translational impact from a weaker U.S. dollar against the euro, net of a stronger U.S. dollar against the sterling and Australian dollar (“2013 net currency impact”).

•	$168 million - decrease in cruise ticket pricing and

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•	$79 million - slight decrease in occupancy.

•	$173 million - 2.5% capacity increase in ALBDs and

•	$37 million - increase in air transportation revenues from guests who purchased their tickets from us.

•	$163 million - 3.4% capacity increase in ALBDs;

•	$67 million - 2013 net currency impact and

•	$47 million - slight increase in occupancy.

•	$191 million - decrease in cruise ticket pricing and

•	$44 million - decrease in air transportation revenues from guests who purchased their tickets from us.

•	$291 million - 2.9% capacity increase in ALBDs;

•	$176 million - impairment charges related to Costa Classica and Costa Voyager;

•	$56 million - additional costs and expenses related to the 2013 voyage disruptions, net of third-party insurance recoverables of $20 million;

•	$46 million - 2013 net currency impact;

•	$46 million - higher dry-dock and other ship repair and maintenance expenses;

•	$34 million - nonrecurrence in 2013 of Costa’s insurance proceeds for a ship in excess of its net book value ("Costa’s excess insurance proceeds") and Cunard’s litigation settlement;

•	$20 million - higher insurance premiums;

•	$15 million - MNOPF special expense assessment and

•	$14 million - new market development initiative costs.

•	$131 million - lower fuel consumption per ALBD;

•	$111 million - lower fuel prices;

•	$65 million - decreases in commissions, transportation and other related expenses driven by lower cruise ticket pricing, partially offset by increases in air transportation costs related to guests who purchased their tickets from us;

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•	$34 million - nonrecurrence in 2013 of the 2012 Costa Allegra ship impairment charge;

•	$29 million - nonrecurrence in 2013 of the January 2012 ship incident-related expenses and

•	$24 million - various other operating expenses, net.

•	$154 million - 2.5% capacity increase in ALBDs;

•	$63 million - higher dry-dock and other ship repair and maintenance expenses;

•	$56 million - additional costs and expenses related to the 2013 voyage disruptions, net of third-party insurance recoverables of $20 million;

•	$23 million - increases in commissions, transportation and other related expenses driven by increases in air transportation costs related to guests who purchased their tickets from us, partially offset by the impact of lower cruise ticket pricing;

•	$14 million - new market development initiative costs and

•	$45 million - various other operating expenses, net.

•	$58 million - lower fuel consumption per ALBD;

•	$53 million - lower fuel prices;

•	$39 million - intersegment transaction, which was fully offset in our Cruise Support segment and

•	$26 million - slight decrease in occupancy.

•	$176 million - impairment charges related to Costa Classica and Costa Voyager;

•	$136 million - 3.4% capacity increase in ALBDs;

•	$46 million - 2013 net currency impact;

•	$34 million - nonrecurrence in 2013 of Costa’s excess insurance proceeds and Cunard’s litigation settlement and

•	$9 million - MNOPF special expense assessment.

•	$100 million - decreases in commissions, transportation and other related expenses driven by lower cruise ticket pricing and a decrease in air transportation costs related to guests who purchased their tickets from us;

•	$72 million - lower fuel consumption per ALBD;

•	$58 million - lower fuel prices;

•	$34 million - nonrecurrence in 2013 of the 2012 Costa Allegra impairment charge and

•	$29 million - nonrecurrence in 2013 of the January 2012 ship incident-related expenses.

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•	$56 million - additional costs and expenses related to the 2013 voyage disruptions, net of third-party insurance recoverables of $20 million;

•	$46 million - higher dry-dock and other ship repair and maintenance expenses;

•	$44 million - higher advertising spend;

•	$40 million - new market development initiative costs;

•	$34 million - nonrecurrence in 2013 of Costa’s excess insurance proceeds and Cunard’s litigation settlement;

•	$20 million - higher insurance premiums;

•	$15 million - MNOPF special expense assessment and

•	$87 million - various other operating expenses, net.

•	$29 million - nonrecurrence in 2013 of the January 2012 ship incident-related expenses.

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(a)	Our long-term debt has a weighted-average maturity of 4.3 years. See Note 5 - “Unsecured Debt” in the consolidated financial statements for additional information regarding these debt obligations.

(b)

Represents cash outflows for certain of our long-term liabilities that could be reasonably estimated. The primary outflows are for estimates of our compensation plans’ obligations, crew and guest claims, uncertain income tax position liabilities and certain deferred income taxes. Customer deposits and certain other deferred income taxes have been excluded from the table because they do not require a cash settlement in the future.

(c)	Our shipbuilding contractual obligations are legal commitments and, accordingly, cannot be cancelled without cause by the shipyards or us, and such cancellation will subject the defaulting party to significant contractual liquidating damage payments. See Note 6 - “Commitments” in the consolidated financial statements for additional information regarding these contractual cash obligations.

(d)

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, either 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 their termination.

(e)

Fixed rate interest payments represent cash outflows for fixed interest payments, including interest swapped from a floating rate to a fixed rate. Floating rate interest payments represent forecasted cash outflows for interest payments on floating rate debt, including interest swapped from a fixed rate to a floating rate, using the November 30, 2014 forward interest rates for the remaining terms of the loans.

(f)	Amounts payable in foreign currencies, which are principally the euro, sterling and Australian dollars, are based on the November 30, 2014 exchange rates.

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(a)	Non-GAAP net income and fully diluted earnings per share were computed as follows:

(i).	See “Key Performance Non-GAAP Financial Indicators” for further discussion of the losses (gains) on ship sales and ship impairments, net; goodwill, trademark and other impairment charges and restructuring expenses for the years ended November 30, 2014, 2013, and 2012.

(ii).	Represents impairment charges related to the sale of Costa Marina and Pacific Sun.

(iii).	Represents the 2010 gain on the sale of P&O Cruises (UK)’s Artemis.

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(a)	Non-GAAP net income and fully diluted earnings per share were computed as follows:

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(a)	Non-GAAP net income and fully diluted earnings per share were computed as follows:

(1)	Carnival Corporation, incorporated in the Republic of Panama, and Carnival plc, incorporated in England and Wales, are separate

(2)	Subsidiary of Carnival plc (99.97% owned by Carnival plc).

(3)	Subsidiary of Holland America Line N.V.

(4)	Subsidiary of HAL Antillen N.V.

(5)	Subsidiary of Sunshine.

(6)	Subsidiary of Princess Bermuda Holdings Ltd.

(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.

(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.